ODYSSEY MARINE EXPLORATION INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures Disclosure controls are procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this report, are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls are also designated to ensure that such information is accumulated and communicated to management including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgement in evaluating the cost-benefit relationship of possible controls and procedures. Under the supervision and with the participation of our management, including our CEO and CFO, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Securities Exchange Act of 1934 Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation our CEO and CFO have concluded that these disclosure controls and procedures are effective. Changes in Internal Control over Financial Reporting There were no changes during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information concerning Directors and Executive Officers is hereby incorporated by reference to the information under the headings "Election of Directors" and "Executive Officers and Directors of the Company" in the Company’s Proxy Statement (the "Proxy Statement") for the Annual Meeting of Stockholders to be held on June 5, 2023. The Company has adopted a Code of Ethics that applies to all of its employees, including the principal executive officer, the principal financial officer and the principal accounting officer. The Code of Ethics and all committee charters are posted on the Company’s website (www.odysseymarine.com). We will provide a copy of any of these documents to stockholders free of charge upon request to the Company. 31 Table of Contents ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is hereby incorporated by reference to the information under the heading "Executive Compensation and Related Information" in the Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT A portion of the information required by this Item pursuant to Item 403 of Regulation S-K is hereby incorporated by reference to the information under the heading "Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement. The information required pursuant to Item 201(d) of Regulation S-K is hereby incorporated by reference to the information under the heading "Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item is hereby incorporated by reference to the information under the heading "Certain Relationships and Related Transactions" in the Proxy Statement. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this Item is hereby incorporated by reference to the information under the heading "Independent Public Accounting Firm’s Fees" in the Proxy Statement. 32 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following documents are filed as part of this Annual Report on Form 10-K: 1. (a) Consolidated Financial Statements See "Index to Consolidated Financial Statements" on page 34 . (b) Consolidated Financial Statement Schedules See "Index to Consolidated Financial Statements" on page 34 . All other schedules have been omitted because the required information is not significant or is included in the financial statements or notes thereto, or is not applicable. 2. Exhibits The Exhibits listed in the Exhibits Index, which appears immediately following the signature page and is incorporated herein by reference, are filed as part of this Annual Report on Form 10-K. 33 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ODYSSEY MARINE EXPLORATION, INC. PAGE Management’s Annual Report on Internal Control over Financial Reporting 35 Report of Independent Registered Public Accounting Firm 36 Consolidated Financial Statements: Consolidated Balance Sheets 38 Consolidated Statements of Operations 39 Consolidated Statements of Changes in Stockholders’ Equity/(Deficit) 40 Consolidated Statements of Cash Flows 41 Notes to the Consolidated Financial Statements 43 Consolidated Financial Statement Schedules: Schedule II – Valuation and Qualifying Accounts 72 34 Table of Contents MA NAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f)and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. This process includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the internal control over financial reporting to future periods are subject to risk that the internal control may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. 35 Table of Contents R EPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Odyssey Marine Exploration, Inc. and Subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Odyssey Marine Exploration, Inc. and Subsidiaries (the "Company") as of December 31, 2022 and 2021 and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the three-year periods ended December 31, 2022, 2021, and 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021 and the results of its operations and its cash flows for each of the years in the three-year periods ended December 31, 2022, 2021, and 2020 in conformity with accounting principles generally accepted in the United States of America. Consideration of the Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 16 to the financial statements, the Company has incurred significant losses and may be unsuccessful in raising the necessary capital to fund operations and capital expenditures. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and its plans regarding those matters are also described in Note 16. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Evaluation of Exploration License As discussed in Note 2 to the financial statements, the Company recorded an indefinite life intangible exploration license for approximately $1.8 million on the consolidated balance sheets at December 31, 2022 and 2021. The Company has determined that the exploration license has an indefinite useful life. This determination is reviewed annually by management, as well as an annual review 36 Table of Contents for impairment. We identified the assessment of the useful life and potential impairment of the exploration license as a critical audit matter due to the assessment involving judgment in determining whether the rights to the license have an indefinite life, and judgment in determining if any triggering events have occurred that would cause the exploration license to be impaired. The primary procedures we performed to address this critical audit matter included: • Gaining an understanding of the nature of the renewal process and any additional economic factors in renewing the license. The economic factors considered included whether there were any legal, regulatory, or contractual provisions that would limit the useful life of the license. • We made inquiries with certain management of the Company to gain this understanding, and reviewed the Company’s ability to renew the license. • We determined that the most recent license renewal had been filed and approved. • We performed procedures to determine if any events occurred that could impede the Company’s ability to renew the license, and trigger an impairment consideration. Evaluation of Litigation Financing with Detachable Warrants As discussed in Note 10 to the financial statements, the Company has certain litigation financing with detachable warrants that is included in "loans payable" on the consolidated balance sheets at December 31, 2022 and 2021. We identified the litigation financing as a critical audit matter. The terms of the financing agreement were complicated and involved numerous amendments, significant non-cash financing, issuance of warrants, and debt issuance costs. The terms of the financing agreement required significant audit effort in order to fully understand the terms of all the agreements as disclosed in Note 10. The primary procedures we performed to address this critical audit matter included the following: • We reviewed all the amended agreements. • We confirmed the face amount and the terms of the debt based on the various phases as disclosed in Note 10 to the financial statements. • We recalculated the fair value of the warrants issued in 2020. Investment in Unconsolidated Entity As discussed in Notes 6 and 9 to the financial statements, the Company has a cost investment in an entity that is a related party. We identified the cost investment as a critical audit matter. The Company entered into multiple agreements with the related party that required review of the underlying agreements to determine if the Company should consolidate the operations of the entity. Additionally, the cost investment was reviewed for impairment based on a number of qualitative factors. The audit procedures required significant judgement, as well as an understanding of the facts and circumstances to address the proper accounting for the investment. The primary procedures we performed to address this critical audit matter included the following: • We obtained and reviewed the terms of the Agreements. • We confirmed certain balances owed by the related party to the Company, as well as certain equity units earned by the Company. • We reviewed the status of the renewal process and the current status of the license that supports the cost investment, that included verification of the license renewal from an independent website. • We discussed with management and the board, the status of the entity’s operations to determine potential triggering events could potentially indicate impairment of the cost investment. We have served as the Company’s auditors since 2020. /s/ Warren Averett, LLC PCAOB ID # 2226 Tampa, Florida March 31, 2023 37 Table of Contents ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES C ONSOLIDATED BALANCE SHEETS December 31, 2022 December 31, 2021 ASSETS CURRENT ASSETS Cash $ 1,443,421 $ 2,274,751 Accounts receivable and other related party, net 7,515 268,867 Short-term notes receivable related party, net 1,576,717 — Other current assets 947,428 776,630 Total current assets 3,975,081 3,320,248 PROPERTY AND EQUIPMENT Equipment and office fixtures 8,137,026 5,602,915 Right to use – operating lease, net 300,025 461,109 Accumulated depreciation ( 5,390,559 ) ( 5,584,881 ) Total property and equipment 3,046,492 479,143 NON-CURRENT ASSETS Investment in unconsolidated entity 4,404,717 3,253,950 Exploration license 1,821,251 1,821,251 Other non-current assets 34,295 34,295 Total non-current assets 6,260,263 5,109,496 Total assets $ 13,281,836 $ 8,908,887 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) CURRENT LIABILITIES Accounts payable $ 2,285,892 $ 1,817,445 Accrued expenses 40,481,204 27,222,337 Operating lease obligation 186,656 163,171 Loans payable 21,732,654 23,405,780 Total current liabilities 64,686,406 52,608,733 LONG-TERM LIABILITIES Loans payable 25,011,049 18,472,997 Operating lease obligation 129,139 315,795 Total long-term liabilities 25,140,188 18,788,792 Total liabilities 89,826,594 71,397,525 Commitments and contingencies (NOTE 15) STOCKHOLDERS’ (DEFICIT) Preferred stock - $ .0001 par value; 24,984,166 shares authorized; none outstanding — — Common stock – $ .0001 par value; 75,000,000 shares authorized; 19,540,310 and 14,309,315 issued and outstanding 1,954 1,431 Additional paid-in capital 265,882,279 249,055,600 Accumulated (deficit) ( 298,231,607 ) ( 275,090,857 ) Total stockholders’ (deficit) before non-controlling interest ( 32,347,374 ) ( 26,033,826 ) Non-controlling interest ( 44,197,384 ) ( 36,454,812 ) Total stockholders’ (deficit) ( 76,544,758 ) ( 62,488,638 ) Total liabilities and stockholders’ (deficit) $ 13,281,836 $ 8,908,887 The accompanying notes are an integral part of these consolidated financial statements. 38 Table of Contents ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES C ONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 REVENUE Marine services $ 1,150,767 $ 883,790 $ 1,087,669 Other services 183,935 37,448 950,663 Total revenue 1,334,702 921,238 2,038,332 OPERATING EXPENSES Marketing, general and administrative 8,487,070 6,321,798 3,749,912 Operations and research 9,891,593 9,550,619 10,923,819 Total operating expenses 18,378,663 15,872,417 14,673,731 INCOME (LOSS) FROM OPERATIONS ( 17,043,961 ) ( 14,951,179 ) ( 12,635,399 ) OTHER INCOME (EXPENSE) Interest income 96,478 4,036 5,121 Interest expense ( 14,086,466 ) ( 10,829,464 ) ( 6,915,535 ) Gain (loss) on Cuota Appreciation Rights extinguishment 315,235 — — Gain (loss) on debt extinguishment — 374,835 ( 777,484 ) Gain on debt settlement, net — 5,212,902 — Change in derivative liabilities fair value — — ( 732,958 ) Other ( 164,608 ) 4,061,090 ( 36,214 ) Total other income (expense) ( 13,839,361 ) ( 1,176,601 ) ( 8,457,070 ) (LOSS) BEFORE INCOME TAXES ( 30,883,322 ) ( 16,127,780 ) ( 21,092,469 ) Income tax benefit (provision) — — — NET (LOSS) BEFORE NON-CONTROLLING INTEREST ( 30,883,322 ) ( 16,127,780 ) ( 21,092,469 ) Non-controlling interest 7,742,572 6,171,385 6,280,313 NET (LOSS) $ ( 23,140,750 ) $ ( 9,956,395 ) $ ( 14,812,156 ) NET (LOSS) PER SHARE Basic and diluted (See NOTE 2) $ ( 1.34 ) $ ( 0.75 ) $ ( 1.41 ) Weighted average number of common shares outstanding Basic 17,310,915 13,296,687 10,538,114 Diluted 17,310,915 13,296,687 10,538,114 The accompanying notes are an integral part of these consolidated financial statements. 39 Table of Contents ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES C ONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY / (DEFICIT) Preferred Stock – Shares Common Stock – Shares Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Non-controlling Interest Total Year Ended December 31, 2019 — 9,478,009 $— $ 948 $ 221,027,057 $( 250,322,306 ) $( 24,003,114 ) $( 53,297,415 ) Common stock issued for cash — 2,553,315 — 255 8,243,128 — — 8,243,383 Common stock issued for conversion and settlement of convertible debt and accounts payable — 380,223 — 38 2,449,284 — — 2,449,322 Common stock issued for exercise of warrant — 56,228 — 6 — — — 6 Common stock issued for services — 123,309 — 12 — — — 12 Share-based compensation — — — — 471,121 — — 471,121 Fair value of warrants attached convertible debt — — — — 4,095,780 — — 4,095,780 Debt modification — — — — 418,987 — — 418,987 Subsidiary equity issued for cash — — — — 800,000 — — 800,000 Net (loss) — — — — — ( 14,812,156 ) ( 6,280,313 ) ( 21,092,469 ) Year Ended December 31, 2020 — 12,591,084 $— $ 1,259 $ 237,505,357 $( 265,134,462 ) $( 30,283,427 ) $( 57,911,273 ) Common stock issued for conversion and settlement of convertible debt and accounts payable — 695,412 — 70 2,774,209 — — 2,774,279 Common stock issued to settle outstanding indebtedness — 984,848 — 98 6,499,902 — — 6,500,000 Common stock issued for services — 37,971 — 4 — — — 4 Beneficial conversion feature on convertible obligation — — — — 232,175 — — 232,175 Share-based compensation — — — — 1,330,078 — — 1,330,078 Subsidiary equity issued for cash — — — — 713,879 — — 713,879 Net (loss) — — — — — ( 9,956,395 ) ( 6,171,385 ) ( 16,127,780 ) Year Ended December 31, 2021 — 14,309,315 $— $ 1,431 $ 249,055,600 $( 275,090,857 ) $( 36,454,812 ) $( 62,488,638 ) Common stock issued for cash — 4,939,515 — 494 8,812,470 — — 8,812,964 Share-based compensation — 291,480 — 29 2,125,598 — — 2,125,627 Fair value of warrants attached convertible debt — — — — 5,888,611 — — 5,888,611 Net (loss) — — — — — ( 23,140,750 ) ( 7,742,572 ) ( 30,883,322 ) Year Ended December 31, 2022 — 19,540,310 $— $ 1,954 $ 265,882,279 $( 298,231,607 ) $( 44,197,384 ) $( 76,544,758 ) The accompanying notes are an integral part of these consolidated financial statements. 40 Table of Contents ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES C ONSOLIDATED STATEMENTS OF CASH FLOWS Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2020 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss before non-controlling interest $( 30,883,322 ) $( 16,127,780 ) $( 21,092,469 ) Adjustments to reconcile net loss to net cash used in operating activities: Investment in unconsolidated entity ( 1,150,767 ) ( 883,156 ) ( 870,794 ) Depreciation and amortization 88,389 8,821 9,322 Financing fees amortization 146,896 133,993 52,213 Amortization of loan prepayment premium 300,000 — — Note payable interest accretion 295,932 45,171 ( 150,322 ) Note receivable interest accretion ( 61,009 ) — — Right of use asset amortization 161,084 145,930 132,764 Share-based compensation 1,811,551 1,250,585 420,648 Gain on debt settlement, net — ( 5,212,902 ) — Deferred revenue — ( 3,818,750 ) — Accrued non-cash interest related to convertible debt — — 121,398 (Gain) loss on debt extinguishment — ( 374,835 ) 777,484 Gain on sale of equipment — ( 342,125 ) — Beneficial conversion feature on convertible debt, interest expense — 232,175 — Change in derivatives liabilities fair value — — 732,958 Payment of operating lease liability ( 163,171 ) ( 142,080 ) ( 123,152 ) (Increase) decrease in: Accounts receivable ( 241,707 ) ( 108,610 ) 261,336 Accrued interest receivable ( 12,649 ) — — Other assets ( 170,798 ) ( 181,725 ) 399,082 Increase in: Accounts payable 5,974,387 6,292,180 4,563,544 Accrued expenses and other 14,651,375 13,658,052 5,583,783 NET CASH USED IN OPERATING ACTIVITIES ( 9,253,809 ) ( 5,425,056 ) ( 9,182,205 ) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of equipment — 342,125 — Purchase of property and equipment ( 1,346,424 ) ( 19,137 ) — Payment for loan disbursement ( 1,000,000 ) — — NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES ( 2,346,424 ) 322,988 — CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of loans payable 2,200,000 1,375,511 3,620,977 Proceeds from sale of equity of subsidiary — 713,879 800,000 Payment of debt obligation ( 5,546,736 ) ( 355,273 ) ( 286,198 ) Repurchase of stock-based awards withheld for payment of withholding tax requirements ( 585,936 ) ( 20,503 ) ( 228,116 ) Offering cost paid on sale of common stock ( 1,810,800 ) — ( 89,642 ) Proceeds from sale of common stock 16,512,375 — 11,315,000 Debt termination fee — ( 500,000 ) — NET CASH PROVIDED BY FINANCING ACTIVITIES 10,768,903 1,213,614 15,132,021 NET DECREASE IN CASH ( 831,330 ) ( 3,888,454 ) 5,949,816 CASH AT BEGINNING OF YEAR 2,274,751 6,163,205 213,389 CASH AT END OF YEAR $ 1,443,421 $ 2,274,751 $ 6,163,205 41 Table of Contents ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2020 SUPPLEMENTARY INFORMATION: Interest paid $ 222,731 $ — $ 1,275,269 Income taxes paid $ — $ — $ — NON-CASH INVESTING AND FINANCING TRANSACTIONS: Director compensation settled with equity $ 403,007 $ 100,000 $ 278,602 Accrued expenses converted to equity $ 497,000 $ — $ — Accounts payable settled with equity $ — $ — $ 50,000 Gain on debt forgiveness $ — $ 370,400 $ — Capital expenditures financed $ 1,400,000 $ — $ — Capital expenditures included in accounts payable $ 70,398 $ — $ — Conversion of accounts receivable to note receivable $ 503,059 $ — $ — Non-Cash Disclosure: During the years ended December 31, 2022, 2021 and 2020, we received 5,381,588 , $ 5,603,831 and $ 6,079,702 , respectively, in non-cash financing associated with our litigation financing as described in Note 10 Loans Payable - Litigation Financing. The funder paid this amount directly to vendors used in our North American Free Trade Agreement ("NAFTA") litigation support. During the year ended December 31, 2020 , we also recorded a debt discount of $ 1,063,811 and a corresponding increase to additional paid in capital for the fair value of certain warrants that were issued to the funder. We also incurred $ 400,000 of funder financed debt fees with that financing. On March 30, 2021, Epsilon Acquisitions LLC converted indebtedness of $ 1,448,697 at an exercise price of $ 3.52 per share into 411,562 shares of our common stock. On July 12, 2021, certain creditors converted $ 1,325,582 of our convertible indebtedness held by them into 283,850 shares of our common stock at a conversion price of $ 4.67 per share. On October 14, 2021, we entered into a Termination and Settlement Agreement with a lender, whereby we issued $ 6,500,000 of our common stock, paid $ 500,000 in cash and agreed to pay $ 2,500,000 , which is included in loans payable short-term. In return, the lender forgave $ 8,574,366 in principal debt, $ 5,905,993 in accrued interest and $ 232,543 in accounts payable, see Note 10 Loans Payable - Monaco for further detail. During the year ended December 31, 2020, a lender converted $ 2,205,804 of convertible debt into 329,498 shares of our common stock. The same lender converted $ 243,480 of accounts payable into 50,725 shares of common stock. The accompanying notes are an integral part of these financial statements. 42 Table of Contents ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES N OTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION Organization Odyssey Marine Exploration, Inc. and subsidiaries (the "Company," "Odyssey," "us," "we" or "our") is engaged in deep-ocean exploration. Our innovative techniques are currently applied to mineral exploration and other marine survey and exploration charter services. Our corporate headquarters are located in Tampa, Florida. Summary of Significant Accounting Policies This summary of significant accounting policies of the Company is presented to assist in understanding our financial statements. The financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity and have prepared them in accordance with our customary accounting practices. Recent Accounting Pronouncements Accounting standards adopted In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission ("SEC") filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The amendments in the above Update affect entities that issue convertible instruments and/or contracts in an entity’s own equity. For convertible instruments, the instruments primarily affected are those issued with beneficial conversion features or cash conversion features because the accounting models for those specific features are removed. However, all entities that issue convertible instruments are affected by the amendments to the disclosure requirements in this Update. For contracts in an entity’s own equity, the contracts primarily affected are freestanding instruments and embedded features that are accounted for as derivatives under the current guidance because of failure to meet the settlement conditions of the derivatives scope exception related to certain requirements of the settlement assessment. The Board simplified the settlement assessment by removing the requirements (1) to consider whether the contract would be settled in registered shares, (2) to consider whether collateral is required to be posted, and (3) to assess shareholder rights. Those amendments also affect the assessment of whether an embedded conversion feature in a convertible instrument qualifies for the derivatives scope exception. Additionally, the amendments in this Update affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. We have adopted this ASU as of January 1, 2022. On October 31, 2018, the SEC adopted a final rule ("New Final Rule") that will replace SEC Industry Guide 7 with new disclosure requirements that are more closely aligned with current industry and global regulatory practices and standards. Companies must comply with the New Final Rule for the company’s first fiscal year beginning on or after January 1, 2021. We adopted this New Final Rule on January 1, 2021. Other recent accounting pronouncements issued by the FASB, the AICPA and the SEC did not or are not believed by management to have a material effect, if any, on the Company’s financial statements. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries, both domestic and international. Equity investments in which we exercise significant influence but do not control and of which we are not the primary beneficiary are accounted for using the equity method. All significant inter-company and intra-company transactions and balances have been eliminated. The results of operations attributable to the non-controlling interest are presented within 43 Table of Contents equity and net income and are shown separately from the Company’s equity and net income attributable to the Company. Some of the existing inter-company balances, which are eliminated upon consolidation, include features allowing the liability to be converted into equity of a subsidiary, which if exercised, could increase the direct or indirect interest of the Company in the non-wholly owned subsidiaries. Use of Estimates Management used estimates and assumptions in preparing these consolidated financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used. Reclassifications Certain reclassifications have been made to the 2021 consolidated financial statements in order to conform to the classifications used in 2022 . The reclassifications had no impact to operations or working capital. Revenue Recognition and Accounts Receivable Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of Accounting Standards Codification ("ASC") Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. The Company currently generates revenues from service contracts with customers. Currently, there are two sources of revenue, marine services and other services. The contracts for these services provide research, scientific services, marine operations planning, management execution and project management. These services are billed generally on a monthly basis and recognized as revenue as the services are performed. Revenue is recognized at a point in time as services are provided, as the customers simultaneously receive and consume the benefits provided by the Company each month. The Company generally does not receive any upfront consideration for these services, and there is no variable consideration for the services. Costs associated with both services include all direct consulting labor, and minimal supplies, and is charged to operations as a component of Operations and Research. Accounts receivable are based on amounts billed to customers. Generally accepted accounting principles state an estimate is to be made for an allowance for doubtful accounts. We have determined no allowance is currently necessary. If we were to have a recorded allowance, the accounts receivable would be stated net of the recorded allowance. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and cash in banks. We also consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents, of which we do not have any. Exploration License The Company follows the guidance pursuant to ASU 350, " Intangibles-Goodwill and Other " in accounting for its Exploration License. Management determined the rights to use the license to have an indefinite life. This assessment is based on the historical success of renewing the license since 2006, and the fact that management believes there are no legal, regulatory, or contractual provisions that would limit the useful life of the asset. The exploration license is not dependent on another asset or group of assets that could potentially limit the useful life of the exploration license. In the future, the recoverability of the license will be tested whenever 44 Table of Contents circumstances indicate that its carrying amount may not be recoverable per the guidance of ASC 360 Property, Plant and Equipment. We did no t have any impairments for the years ended December 31, 2022, 2021 or 2020 . Long-Lived Assets Our policy is to recognize impairment losses relating to long-lived assets in accordance with the ASC 360 Property, Plant and Equipment. Decisions are based on several factors, including, but not limited to, management’s plans for future operations, recent operating results and projected cash flows. Impairment losses are included in depreciation at the time of impairment. We did not have any impairments in for the years ended December 31, 2022, 2021 or 2020 . Property and Equipment and Depreciation Property and equipment is stated at historical cost. Depreciation is calculated using the straight-line method at rates based on the assets’ estimated useful lives which are normally between three and thirty years . Leasehold improvements are amortized over their estimated useful lives or lease term, if shorter. Items that may require major overhauls (such as marine equipment) that enhance or extend the useful life of these assets qualify to be capitalized and depreciated over the useful life or remaining life of that asset, whichever was shorter. All other repairs and maintenance were accounted for under the direct-expensing method and are expensed when incurred. Earnings Per Share Basic earnings per share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that would occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in our earnings. We use the if-converted method to compute potential common shares from stock options, restricted stock units, warrants, preferred stock, convertible notes or other convertible securities. When a net loss occurs, potential common shares have an anti-dilutive effect on earnings per share and such shares are excluded from the diluted EPS calculation. At December 31, 2022, 2021 and 2020 the weighted average common shares outstanding were 17,310,915 , 13,296,687 and 10,538,114 , respectively. For the years ended December 31, 2022, 2021 and 2020 in which net losses occurred, all potential common shares were excluded from Diluted EPS because the effect of including such shares would be anti-dilutive. The potential common shares in the following table represents potential common shares calculated using the as if-converted method from outstanding options, stock awards and warrants that were excluded from the calculation of diluted EPS: December 31, 2022 December 31, 2021 December 31, 2020 Average market price during the period $ 4.22 $ 6.50 $ 5.06 In the money potential common shares from options excluded 643,841 22,493 22,493 In the money potential common shares from warrants excluded 5,490,893 2,781,314 2,585,179 Potential common shares from out of the money options and warrants were also excluded from the computation of diluted EPS because calculation of the associated potential common shares has an anti-dilutive effect on EPS. The following table lists options and warrants that were excluded from diluted EPS.​​​​​​​ 45 Table of Contents Per share exercise price December 31, 2022 December 31, 2021 December 31, 2020 Out of the money options excluded: $ 12.48 136,833 136,833 136,833 $ 12.84 4,167 4,167 4,167 $ 26.40 75,158 75,158 75,158 Out-of-the-money warrants excluded: $ 4.67 131,816 — — $ 4.75 1,873,622 — — $ 5.76 196,135 — 196,135 $ 7.16 700,000 700,000 700,000 Total excluded 3,117,731 916,158 1,112,293 The equivalent common shares relating to our unvested restricted stock awards that were excluded from potential common shares used in the earning per share calculation due to having an anti-dilutive effect are: December 31, 2022 December 31, 2021 December 31, 2020 Excluded unvested restricted stock awards 45,618 276,709 249,391 The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share: Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Net loss $ ( 23,140,750 ) $ ( 9,956,395 ) $ ( 14,812,156 ) Numerator, basic and diluted net loss available to stockholders $ ( 23,140,750 ) $ ( 9,956,395 ) $ ( 14,812,156 ) Denominator: Shares used in computation – basic: Weighted average common shares outstanding 17,310,915 13,296,687 10,538,114 Shares used in computation – diluted: Weighted average common shares outstanding 17,310,915 13,296,687 10,538,114 Net loss per share – basic and diluted $ ( 1.34 ) $ ( 0.75 ) $ ( 1.41 ) Income Taxes Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or the entire deferred tax asset will not be realized. Stock-based Compensation Our stock-based compensation is recorded in accordance with the guidance in the ASC topic for Stock-Based Compensation (see Note 13 Stockholders' Equity/(Deficit) ). Fair Value of Financial Instruments Financial instruments consist of cash, evidence of ownership in an entity, and contracts that both (i) impose on one entity a contractual obligation to deliver cash or another financial instrument to a second entity, or to exchange other financial instruments on potentially unfavorable terms with the second entity, and (ii) conveys to that second entity a contractual right (a) to receive cash or another financial instrument from the first entity, or (b) to exchange other financial instruments on potentially favorable terms with the first entity. Accordingly, our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, derivative financial instruments and mortgage and loans payable. We carry cash and cash equivalents, accounts payable and accrued liabilities, and mortgage and loans payable at the approximate fair market value, and, accordingly, these estimates are not 46 Table of Contents necessarily indicative of the amounts that we could realize in a current market exchange. We carry derivative financial instruments at fair value as is required under current accounting standards. Derivative financial instruments consist of financial instruments or other contracts that contain a notional amount and one or more underlying variables (e.g., interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. We generally do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, we have entered into certain other financial instruments and contracts with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815 – Derivatives and Hedging , these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements with changes in fair value reflected in our income. We adopted ASC Topic 820 for certain financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: Fair Value Hierarchy The three levels of inputs that may be used to measure fair value are as follows: Level 1. Quoted prices in active markets for identical assets or liabilities. Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions. Level 3. Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities. Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data. At December 31, 2022 and 2021 , the Company did no t have any financial instruments measured on a recurring basis. NOTE 3 – CONCENTRATION OF CREDIT RISK We do no t have any outstanding loans that bear variable interest rates thus we do not have any corresponding interest rate risk. At times, the Company's cash balance may exceed federally insured limits. The Company has not and does not expect to incur any losses with respect to these balances. NOTE 4 – ACCOUNTS RECEIVABLE AND OTHER RELATED PARTY, NET Our accounts receivable consisted of the following: December 31, 2022 December 31, 2021 Related party (see NOTE 6) $ 7,515 $ 268,867 Other — — Accounts receivable, net $ 7,515 $ 268,867 47 Table of Contents NOTE 5 – SHORT-TERM NOTES RECEIVABLE RELATED PARTY, NET Our short-term notes receivable consisted of the following: December 31, 2022 December 31, 2021 Related party (see NOTE 6) $ 1,576,717 $ — Other — — Short-term notes receivable, net $ 1,576,717 $ — NOTE 6 – RELATED PARTY TRANSACTIONS We currently provide services to a deep-sea mineral exploration company, CIC Limited ("CIC"), which was organized and is majority owned and controlled by Greg Stemm, Odyssey’s past Chairman of the Board. Mr. Stemm’s involvement with this company was disclosed to, and approved by, the Odyssey Board of Directors and legal counsel pursuant to the terms of Mr. Stemm’s consulting agreement in effect at that time. A current Odyssey director, Mark B. Justh, made an investment into CIC's parent company and indirectly owns approximately 11.5 % of CIC. Another current Odyssey director, Laura L. Barton, is also a director of CIC. We believe Mr. Justh's indirect ownership in CIC and Ms. Barton's role as director of both entities do not impair their independence under applicable rules. We are providing these services to CIC pursuant to a Master Services Agreement that provides for back-office services in exchange for a recurring monthly fee as well as other deep-sea mineral related services on a cost-plus profit basis and will be compensated for these services with a combination of cash and equity in CIC. For the years ended December 31, 2022, 2021 and 2020, we invoiced CIC a total of $ 1,334,702 , $ 921,238 and $ 2,038,332 , respectively, which was for technical and support services. We have the option to accept equity in payment of the amounts due from CIC. See Note 4 Accounts Receivable and Other Related Party, Net for related accounts receivable and Note 5 Short-term Notes Receivable Related Party, Net for related short-term notes receivable at December 31, 2022 and 2021 and Note 9 Investment in Unconsolidated Entity for our investment in an unconsolidated entity. In furtherance of the Master Services Agreement, we are financing the acquisition of certain equipment required for implementation of CIC's Marine Operations Plan, which is the comprehensive workplan for offshore operations, including exploration, survey and sampling of potential mineral deposits. As of December 31, 2022 we have pai d $ 207,330 toward the purchase of this equipment and CIC has reimbursed $ 136,860 of that amount. On December 13, 2022, we entered into a Loan Agreement with CIC. Pursuant to the Loan Agreement, CIC issued to Odyssey a convertible promissory note in the amount of $ 1,350,000 that bears interest at a rate of 18 % per annum. On the closing date of the Loan Agreement, Odyssey advanced CIC $ 1,000,000 (the "Advanced Amount") and recorded an original issue discount ("OID") of $ 350,000 , which will be accreted as interest income in our consolidated statements of operations. Upon an event of default, the unpaid principal amount and, to the extent permitted by law, any accrued and unpaid interest and all other obligations, shall accrue interest at the rate of 18 % per annum plus default interest at the rate of 3 % per annum until paid in full. Unless otherwise converted or repaid as described below, the entire outstanding principal balance under the Loan agreement and all accrued interest is due and payable on March 31, 2023 (the "Maturity Date"). The Loan Agreement provides that CIC may repay the Advanced Amount plus accrued interest on or prior to the fifth business day after the Maturity Date (the “Maturity Cure Date”) in full satisfaction of the Loan Agreement. Odyssey expects CIC to repay the Advanced Amount on or prior to the Maturity Cure Date in accordance with the terms of the Loan Agreement. Odyssey has the option to convert all or any portion of the Advanced Amount and accrued and unpaid interest thereon, at any time prior to the Maturity Cure Date, into Class B Shares of CIC's common stock at the Conversion Rate of $ 1.00 per share. In the event of default, Odyssey has the option to convert all or any portion of the Advanced Amount and accrued and unpaid interest thereon into Class A Shares of CIC's common stock at the Conversion Rate of $ 1.00 per share. For the year ended December 31, 2022, we recorded $ 61,009 of interest income from the accretion of the OID. The December 31, 2022 carrying value of the note receivable was $ 1,061,009 and the unamortized OID was approximately $ 288,991 . At December 31, 2022 we recorded $ 12,649 in accrued interest receivable, which is included in the note receivable balance. On December 13, 2022, CIC issued a Services Agreement Note to us. Pursuant to the Services Agreement Note, Odyssey agreed to extend the terms of its outstanding accounts receivables balance for past and future services performed under the Master Services Agreement for an amount not to exceed $ 600,000 . The note bears interest at a rate of 1.5 % per month and matures on April 30, 2023 . Interest is due and payable on the first day of each month for the previous month. The December 31, 2022 carrying value of the note receivable was $ 503,059 . The terms of the Services Agreement Note are not necessarily indicative of the terms that would have been provided had a comparable transaction been entered into with independent parties. On July 15, 2021, MINOSA assigned $ 404,633 of its indebtedness with accumulated accrued interest of $ 159,082 to a director of the Company under the same terms as the original agreement, and that indebtedness continues to be convertible at a 48 Table of Contents conversion price of $ 4.35 . This transaction was reviewed and approved by the independent members of the Company’s board of directors. On March 6, 2023 this note was terminated and Odyssey issued a new note, see Note 10 Loans Payable – MINOSA 2 for detail. NOTE 7 – OTHER CURRENT ASSETS Our other current assets consist of the following: December 31, 2022 December 31, 2021 Prepaid expenses $ 722,025 $ 732,562 Deposits 225,403 44,068 Total other current assets $ 947,428 $ 776,630 All prepaid expenses are amortized on a straight-line basis over the term of the underlying agreements. Prepaid expenses are predominantly insurance related. Deposits may be held by various entities for equipment, services, and in accordance with agreements in the normal course of business. NOTE 8 – PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2022 December 31, 2021 Computers and peripherals $ 458,309 $ 535,807 Furniture and office equipment 1,002,773 1,009,238 Marine equipment 6,675,944 4,057,870 Right to use asset, net 300,025 461,109 8,437,051 6,064,024 Less: Accumulated depreciation ( 5,390,559 ) ( 5,584,881 ) Property and equipment, net $ 3,046,492 $ 479,143 See Lease commitment in Note 16 Commitments and Contingencies – Commitments and Contingencies for further information on right to use asset, net. NOTE 9 – INVESTMENT IN UNCONSOLIDATED ENTITY Neptune Minerals, Inc. ("NMI") Our current investment in NMI consists of 3,092,488 Class B Common non-voting shares and 2,612 Series A Preferred non-voting shares. The preferred shares are convertible into an aggregate of 261,200 shares of Class B non-voting common stock. Our holdings now constitute an approximate 14 % ownership in NMI. At December 31, 2022 , our estimated share of unrecognized NMI equity-method losses is approximately $ 21.3 million. We have not recognized the accumulated $ 21.3 million in our income statement because these losses exceeded our investment in NMI. Our investment has a carrying value of zero as a result of the recognition of our share of prior losses incurred by NMI under the equity method of accounting. We believe it is appropriate to allocate this loss carryforward of $21.3 million to any incremental NMI investment that may be recognized on our balance sheet in excess of zero since the losses occurred when they were an equity-method investment. The aforementioned loss carryforward is based on NMI’s last unaudited financial statements as of December 31, 2016. We do not believe losses NMI may have incurred subsequent to the December 31, 2016 audit to be material. We do not have any financial obligations to NMI, and we are not committed to provide financial support to NMI. Although we are a shareholder of NMI, we have no representation on the board of directors or in management of NMI and do not hold any Class A voting shares. We are not involved in the management of NMI nor do we participate in their policy-making. Accordingly, we are not the primary beneficiary of NMI. As of December 31, 2022 , the net carrying value of our investment in NMI was zero in our consolidated financial statements. 49 Table of Contents Chatham Rock Phosphate, Limited. During 2012, we performed deep-sea mining exploratory services for Chatham Rock Phosphate, Ltd. ("CRP") valued at $ 1,680,000 . As payment for these services, CRP issued 9,320,348 ordinary shares to us. During March 2017, Antipodes Gold Limited completed the acquisition of CRP. The surviving entity is now named Chatham Rock Phosphate Limited ("CRPL"). In exchange for our 9,320,348 shares of CRP, we received 141,884 shares of CPRL, which represents equity ownership of, at most, approximately 1 % of the surviving entity. Since CRP was a thinly traded stock and pursuant to guidance per ASC 320: Debt and Equity Securities regarding readily determinable fair value, we believe it was appropriate to not recognize this amount as an asset nor as revenue during that period. We continue to carry the value of our investment in CPRL at zero in our consolidated financial statements. CIC Limited In 2018, we began providing services to CIC (see Note 6 Related Party Transactions). This company is pursuing deep water exploration permits in foreign waters. Due to the initial structure of the company, we determined this venture to be a variable interest entity ("VIE") consistent with ASU 2015-2. We have determined we are not the primary beneficiary of the VIE and, therefore, we have not consolidated this entity. Additionally, we also will record the investment under the cost method as we have determined we do not exercise significant influence over the entity. We will assess our investment for impairment annually and, if a loss in value is deemed other than temporary, an impairment charge will be recorded. At December 31, 2022 and 2021, the accumulated investment in the entity was $ 4,404,717 and $ 3,253,950 , respectively, which is classified as an investment in unconsolidated entity in our consolidated balance sheets. We reviewed the following items to assist in determining CIC’s composition: • We account for the investments we make in certain legal entities in which equity investors do not have (1) sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support, or (2) as a group, the holders of the equity investment at risk do not have either the power, through voting or similar rights, to direct the activities of the legal entity that most significantly impact the entity’s economic performance, or (3) the obligation to absorb the expected losses of the legal entity or the right to receive expected residual returns of the legal entity. This type of legal entity is referred to as a VIE. • We would consolidate the results of any such entity in which we determined we had a controlling financial interest. We would have a "controlling financial interest" in such an entity if we had both the power to direct the activities that most significantly affect the VIE’s economic performance and the obligation to absorb the losses of, or right to receive benefits from, the VIE that could be potentially significant to the VIE. On a quarterly basis, we reassess whether we have a controlling financial interest in our investments we have in these legal entities. • We determine whether any of the entities in which we have made investments is a VIE at the start of each new venture and if a reconsideration event has occurred. At such times, we also consider whether we must consolidate a VIE and/or disclose information about our involvement in a VIE. A reporting entity must consolidate a VIE if that reporting entity has a variable interest (or combination of variable interests) that will absorb a majority of the VIE’s expected losses, receive a majority of the VIE’s expected residual returns, or both. A reporting entity must consider the rights and obligations conveyed by its variable interests and the relationship of its variable interests with variable interests held by other parties to determine whether its variable interests will absorb a majority of a VIE’s expected losses, receive a majority of the VIE’s expected residual returns, or both. The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE. 50 Table of Contents NOTE 10 – LOANS PAYABLE The Company’s consolidated notes payable consisted of the following carrying values and related interest expense at: Note Payable Interest Expense December 31, December 31, Year Ended December 31, 2022 2021 2022 2021 2020 MINOSA 1 $ 14,750,001 $ 14,750,001 $ 1,122,681 $ 1,179,998 $ 1,183,230 MINOSA 2 5,050,000 5,050,000 562,336 504,998 506,381 Litigation financing 24,347,513 18,323,097 11,784,672 7,354,940 3,668,242 EIDL 149,900 149,900 4,014 10,102 — Vendor note payable 484,009 484,009 58,080 58,083 58,240 Monaco — 2,500,000 222,000 — — Seller note payable 1,400,000 — 20,712 — — D&O Insurance note payable 562,280 621,770 11,971 7,545 5,608 37North — — 300,000 — — $ 46,743,703 $ 41,878,777 MINOSA 1 On March 11, 2015, in connection with a Stock Purchase Agreement ("SPA"), Minera del Norte, S.A. de C.V. ("MINOSA") agreed to lend us up to $ 14.75 million. The entire $ 14.75 million was loaned in five advances from March 11 through June 30, 2015. The outstanding indebtedness bears interest at 8.0 % percent per annum. The Promissory Note was amended on April 10, 2015 and on October 1, 2015 so that, unless otherwise converted as provided in the Note, the adjusted principal balance shall be due and payable in full upon written demand by MINOSA; provided that MINOSA agreed that it shall not demand payment of the adjusted principal balance earlier than the first to occur of: (i) 30 days after the date on which (x) SEMARNAT makes a determination with respect to the current application for the Manifestacion de Impacto Ambiental relating to phosphate deposit project, which determination is other than an approval or (y) Odyssey Marine Enterprises or any of its affiliates withdraws such application without MINOSA’s prior written consent; (ii) termination by Odyssey of the Stock Purchase Agreement, dated March 11, 2015 (the "Purchase Agreement"), among Odyssey, MINOSA, and Penelope Mining, LLC (the "Investor"); (iii) the occurrence of an event of default under the Promissory Note; (iv) December 31, 2015; or (v) if and only if the Investor shall have terminated the Purchase Agreement pursuant to Section 8.1(d)(iii) thereof, March 30, 2016 . This indebtedness is classified as short-term debt. In connection with the loans, we granted MINOSA an option to purchase our 54 % interest in Oceanica for $ 40.0 million (the "Oceanica Call Option"). On March 11, 2016 , the Oceanica Call has expired. Completion of the transaction requires amending the Company’s articles of incorporation to (a) effect a reverse stock split, which was implemented on February 19, 2016, (b) adjusting the Company’s authorized capitalization, which was also implemented on February 19, 2016, and (c) establishing a classified board of directors (collectively, the "Amendments"). The Amendments have been or will be set forth in certificates of amendment to the Company’s articles of incorporation filed or to be filed with the Nevada Secretary of State. As collateral for the loan, we granted MINOSA a security interest in the Company’s 54 % interest in Oceanica. The maturity date of this indebtedness has been amended and matured on March 18, 2017 . Per Note 10 Loans Payable - MINOSA 2 below, the Minosa Purchase Agreement amended the due date of this note to a due date which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that Minosa intends to demand payment. See Note 10 Loans Payable - MINOSA 2 for further qualifications. During December 2017, MINOSA transferred this debt to its parent company. MINOSA 2 On August 10, 2017, we entered into a Note Purchase Agreement (the "Minosa Purchase Agreement") with MINOSA. Pursuant to the Minosa Purchase Agreement, MINOSA agreed to loan Enterprises up to $ 3.0 million. During 2017, we borrowed $ 2.7 million against this facility, and Epsilon Acquisitions LLC ("Epsilon") assigned $ 2.0 million of its previously held debt to MINOSA. The indebtedness is evidenced by a secured convertible promissory note (the "Minosa Note") and bears interest at a rate equal to 10.0 % per annum. Unless otherwise converted as described below, the entire outstanding principal balance under this Minosa Note and all accrued interest and fees are due and payable upon written demand by MINOSA; provided, that MINOSA agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Minosa Note) or (b) a date, which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that MINOSA intends to demand payment. MINOSA has not provided any notice they intend to issue a payment demand notice. We unconditionally and irrevocably guaranteed all of the obligations under the Minosa Purchase Agreement and the Minosa Note. MINOSA has the right to convert all amounts outstanding under the Minosa Note into shares of our common stock upon 75 days’ notice to us or upon a merger, consolidation, third party tender offer, or 51 Table of Contents similar transaction relating to us at the conversion price of $ 4.35 per share. During December 2017, MINOSA transferred this indebtedness to its parent company. On July 15, 2021, $ 404,633 of this indebtedness with accumulated interest of $ 159,082 was transferred to a director of the Company under the same terms as the original agreement, and that indebtedness continues to be convertible at a conversion price of $ 4.35 per share. This transaction was reviewed and approved by the independent members of the Company’s board of directors. Upon the closing of the Minosa Purchase Agreement, along with MINOSA, and Penelope Mining LLC, an affiliate of Minosa ("Penelope"), executed and delivered a Second Amended and Restated Waiver and Consent and Amendment No. 5 to Promissory Note and Amendment No. 2 to Stock Purchase Agreement (the "Second AR Waiver"). Pursuant to the Second AR Waiver, Minosa and Penelope consented to the transactions contemplated by the Minosa Purchase Agreement and waived any breach of any representation or warranty and violation of any covenant in the Stock Purchase Agreement, dated as of March 11, 2015, as amended April 10, 2015 (the "SPA"), by and among us, Minosa, and Penelope, arising out of the Company’s execution and delivery of the Minosa Purchase Agreement and the consummation of the transactions contemplated thereby. Pursuant to the Second AR Waiver, we also waived, and agreed not to exercise our right to terminate the SPA pursuant to Section 8.1(c)(ii) thereto, both (a) until after the earlier of (i) July 1, 2018, (ii) the date that MINOSA fails, refuses, or declines to fund (or otherwise does not fund) any subsequent loan under the Minosa Purchase Agreement and (iii) demand is made for repayment of all or any part of the indebtedness outstanding under the Minosa Note, the Second AR Epsilon Note, or the Promissory Note, dated as of March 11, 2015, as amended (the "SPA Note"), in the principal amount of $ 14.75 million that was issued by us to MINOSA under the SPA, and (b) unless on or prior to such termination, the Notes are paid in full. The Second AR Waiver (x) further provides that following any conversion of the indebtedness evidenced by the Minosa Note, Penelope may elect to reduce its commitment to purchase our preferred stock under the SPA by the amount of indebtedness converted by MINOSA and (y) amends the SPA Note to provide that the outstanding principal balance under the SPA Note and all accrued interest and fees are due and payable upon written demand by MINOSA; provided, that Minosa agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Minosa Note) or (b) a date, which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that Minosa intends to demand payment. The obligations under the Minosa Note may be accelerated upon the occurrence of specified events of default including (a) our failure to pay any amount payable under the Minosa Note on the date due and payable; (b) our failure to perform or observe any term, covenant, or agreement in the Minosa Note or the related documents, subject to a five-day cure period; (c) the occurrence and expiration of all applicable grace periods, if any, of an event of default or material breach by us under any of the other loan documents; (d) the termination of the SPA; (e) commencement of certain specified dissolution, liquidation, insolvency, bankruptcy, reorganization, or similar cases or actions by or against us, in specified circumstances unless dismissed or stayed within 60 days; (f) the entry of a judgment or award against us in excess of $ 100,000 ; and (g) the occurrence of a change in control (as defined in the Minosa Note). Pursuant to second amended and restated pledge agreements (the "Second AR Pledge Agreements") entered into by us in favor of MINOSA, we pledged and granted security interests to MINOSA in (a) the 54 million cuotas (a unit of ownership under Panamanian law) of Oceanica held by us, (b) all notes and other receivables from Oceanica and its subsidiary owed to us, and (c) all of the outstanding equity in our wholly owned subsidiary, Odyssey Marine Enterprises, Ltd. In connection with the execution and delivery of the Minosa Purchase Agreement, Odyssey and MINOSA entered into a second amended and restated registration rights agreement (the "Second AR Registration Rights Agreement") pursuant to which Odyssey agreed to register the offer and sale of the shares (the "Conversion Shares") of our common stock issuable upon the conversion of the indebtedness evidenced by the Minosa Note. Subject to specified limitations set forth in the Second AR Registration Rights Agreement, including that we are eligible to use Form S-3, the holder of the Minosa Note can require us to register the offer and sale of the Conversion Shares if the aggregate offering price thereof (before any underwriting discounts and commissions) is not less than $ 3.0 million. In addition, we agreed to file a registration statement relating to the offer and sale of the Conversion Shares on a continuous basis promptly (but in no event later than 60 days after) after the conversion of the Minosa Note into the Conversion Shares and to thereafter use its reasonable best efforts to have such registration statement declared effective by the Securities and Exchange Commission. Settlement, Release and Termination Agreement of the MINOSA 1 and MINOSA 2 On March 3, 2023, Odyssey, Altos Hornos de México, S.A.B. de C.V. (“AHMSA”), MINOSA and Phosphate One LLC (f/k/a Penelope Mining LLC, “Phosphate One” and together with AHMSA and MINOSA, the “AHMSA Parties”) entered into Settlement, Release and Termination Agreement (the “Termination Agreement”). Pursuant to the Termination Agreement: 52 Table of Contents • Odyssey paid AHMSA $ 9.0 million (the “Termination Payment”) in cash on March 6, 2023; • the parties agreed that, concurrently with the payment of the Termination Payment, a portion of the MINOSA Notes would be deemed automatically converted into 304,879 shares of Odyssey’s common stock; • the MINOSA Notes, the Purchase Agreement, and the Pledge Agreements were terminated; • each of the AHMSA Parties, on the one hand, and Odyssey, on the other, agreed to release the other parties and their respective affiliates, equity holders, beneficiaries, successors and assigns (the “Released Parties”) from any and all claims, demands, damages, actions, causes of action or liabilities of any kind or nature whatsoever under the SPA, the MINOSA Notes, the Minosa Purchase Agreement, or the Pledge Agreements (the “Released Matters”); and • each of the AHMSA Parties, on the one hand, and Odyssey, on the other, agreed not to make any claims against any of the Released Parties related to the Released Matters. The transactions contemplated by the Termination Agreement were completed on March 6, 2023 . On March 6, 2023, Odyssey entered into a Release and Termination Agreement with a director of the Company, James S. Pignatelli, to terminate and release a portion of the MINOSA 2 Note assigned to Mr. Pignatelli in 2021, the related Note Purchase Agreement (“NPA”) and the Pledge Agreement. On March 6, 2023, Odyssey issued a new Unsecured Convertible Promissory Note in the principal amount of $ 500,000 to Mr. Pignatelli that bears interest at the rate of 10.0 % per annum convertible into common stock of Odyssey at a conversion price of $ 3.78 per share. Pursuant to the Release and Termination Agreement with Mr. Pignatelli noted above, he agreed, in exchange for the issuance of this Unsecured Convertible Promissory Note by Odyssey, to release the assigned portion of the MINOSA 2 note issued by Odyssey Marine Exploration, Inc., a wholly owned subsidiary of the Company, to Mr. Pignatelli in the principal amount of $ 404,634 and convertible at a conversion price of $ 4.35 per share, pursuant to which the outstanding aggregate obligation with accrued interest was $ 630,231 . Litigation Financing On June 14, 2019, Odyssey and Exploraciones Oceánicas S. de R.L. de C.V., our Mexican subsidiary ("ExO" and, together with Odyssey, the "Claimholder"), and Poplar Falls LLC (the "Funder") entered into an International Claims Enforcement Agreement (the "Agreement"), pursuant to which the Funder agreed to provide financial assistance to the Claimholder to facilitate the prosecution and recovery of the claim by the Claimholder against the United Mexican States under Chapter Eleven of the North American Free Trade Agreement ("NAFTA") for violations of the Claimholder’s rights under NAFTA related to the development of an undersea phosphate deposit off the coast of Baja Sur, Mexico (the "Project"), on our own behalf and on behalf of ExO and United Mexican States (the "Subject Claim"). Pursuant to the Agreement, the Funder agreed to specified fees and expenses regarding the Subject Claim (the "Claims Payments") incrementally and at the Funder’s sole discretion. Under the terms of the Agreement, the Funder agreed to make Claims Payments in an aggregate amount not to exceed $ 6,500,000 (the "Maximum Investment Amount"). The Maximum Investment Amount will be made available to the Claimholder in two phases, as set forth below: (c) a first phase, in which the Funder shall make Claims Payments in an aggregate amount no greater than $ 1,500,000 for the payment of antecedent and ongoing costs ("Phase I Investment Amount"); and (d) a second phase, in which the Funder shall make Claims Payments in an aggregate amount no greater than $ 5,000,000 for the purposes of pursuing the Subject Claim to a final award ("Phase II Investment Amount"). Upon exhaustion of the Phase I Investment Amount, the Claimholder will have the option to request Tranche A of the Phase II Investment Amount, consisting of funding up to $ 3.5 million ("Tranche A Committed Amount"). Upon exhaustion of the Tranche A Committed Amount, the Claimholder will have the option to request Tranche B of the Phase II Investment Amount, consisting of funding of up to $ 1.5 million ("Tranche B Committed Amount"). The Claimholder must exercise its option to receive the Tranche A Committed Amount in writing, no less than thirty days before submitting a Funding Request to the Funder under Tranche A. The Claimholder must exercise its option to receive the Tranche B Committed Amount in writing within forty-five days after the exhaustion of the Tranche A Committed Amount. Pursuant to the Agreement, the Claimholder agreed that, upon exercising the Claimholder’s option to receive funds under Phase I, Tranche A of Phase II, or Tranche B of Phase II, the Funder will be the sole source of third-party funding for the specified fees and expenses of the Subject Claim under each respective phase and tranche covered by the option exercised, and the Claimholder will obtain funding for such fees and expenses, only as set forth in the Agreement. The Funder was due closing fee of $ 80,000 for the 53 Table of Contents Phase I Investment Amount, and $ 80,000 for the Phase II Investment Amount to pay third parties in connection with due diligence and other administrative and transaction costs incurred by the Funder prior to and in furtherance of execution of the Agreement. Upon the Funder making Claims Payments to the Claimholder or its designees in an aggregate amount equal to the Maximum Investment Amount, the Funder has the option to continue funding the specified fees and expenses in relation to the Subject Claim on the same terms and conditions provided in the Agreement. The Funder must exercise its option to continue funding in writing, within thirty days after the Funder has made Claims Payments in an aggregate amount equal to the Maximum Investment Amount. If the Funder exercises its option to continue funding, the parties agreed to attempt in good faith to amend the Agreement to provide the Funder with the right to provide at the Funder’s discretion funding in excess of the Maximum Investment Amount, in an amount up to the greatest amount that may then be reasonably expected to be committed for investment in Subject Claim. If the Funder declines to exercise its option, the Claimholder may negotiate and enter into agreements with one or more third parties to provide funding, which shall be subordinate to the Funder’s rights under the Agreement. The Agreement provides that the Claimholder may at any time without the consent of the Funder either settle or refuse to settle the Subject Claim for any amount; provided, however, that if the Claimholder settles the Subject Claim without the Funder’s consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the value of the Recovery Percentage (as defined below) will be deemed to be the greater of (a) the Recovery Percentage (under Phase I or Phase II, as applicable), or (b) the total amount of all Claims Payments made in connection with such Subject Claim multiplied by three (3). If the Claimholder ceases the Subject Claim for any reason other than (a) a full and final arbitral award against the Claimholder or (b) a full and final monetary settlement of the claims, including in particular, for a grant of an environmental permit to the Claimholder allowing it to proceed with the Project (with or without a monetary component), all Claims Payments under Phase I and, if Claimholder has exercised the corresponding option, the Tranche A Committed Amount and Tranche B Committed Amount, shall immediately convert to a senior secured liability of the Claimholder. This sum shall incur an annualized internal rate of return ("IRR") of 50.0% retroactive to the date each Funding Request was paid by the Funder (under Phase I), or, to the conversion date for the Tranche A Committed Amount and Tranche B Committed Amount of Phase II if the Claimholder has exercised the respective option (collectively, the "Conversion Amount"). Such Conversion Amount and any and all accrued IRR shall be payable in-full by the Claimholder within 24 months of the date of such conversion, after which time any outstanding Conversion Amounts, shall accrue an ("IRR") of 100.0%, retroactive to the conversion date (the "Penalty Interest Amount"). The Claimholder will execute such documents and take other actions as necessary to grant the Funder a senior security interest on and over all sums due and owing by the Claimholder in order to secure its obligation to pay the Conversion Amount to the Funder. If the Claimholder ceases the Subject Claim due to the grant of an environmental permit (with or without a monetary component), all Claims Payments under Phase 1 and, if the Claimholder has exercised the corresponding option, the Tranche A Committed Amount and Tranche B Committed Amount shall immediately convert to a senior secured liability of the Claimholder and shall incur an annualized an IRR of 50.0% on the Conversion Amount, from the conversion date. Management has estimated it is more likely than not the Subject Claim will result in the issuance of the environmental permit requiring us to record interest under Generally Accepted Accounting Principles. Reliance should not be placed on this estimate in determining the likely outcome of the Subject Claim. If, at any time after exercising its option to receive funds under either Tranche A or Tranche B of Phase II, the Claimholder wishes to fund the Subject Claim with its own capital ("Self-Funding") (which excludes any Claims Payments made, either directly or indirectly, by any other third party), the Claimholder shall immediately pay to the Funder the Conversion Amount, provided that this requirement shall not apply if, after the Funder has made Claims Payments in an aggregate amount equal to the Maximum Investment Amount, the Funder does not exercise its option to provide Follow-On Funding. In the event of any receipt of proceeds resulting from the Subject Claim ("Proceeds"), the Funder shall be entitled to any additional sums above the Conversion Amount to which the Funder is entitled as described below. Should the Claimholder cease the Subject Claim as described above after Self-Funding the Claim, accrued IRR and Penalty Interest shall be calculated and paid to the Funder as set forth above. The Funder’s rights to the Recovery Percentage as defined below shall survive any decision by Claimholder to utilize Self-Funding. The parties acknowledge this Agreement constitutes a sale of the right to a portion of the Proceeds (if any) arising from the Subject Claim as set forth in this Agreement. The Claimholder has relinquished its right to the portion of the proceeds, if any, that the Funder would have the right to as described below. This sale of proceeds is being accounted for under the guidance of ASC 470-10-25 Recognition (Sales of Future Revenues) 54 Table of Contents On each Distribution Date, distributions of the Proceeds shall be made to the Claimholder and the Funder in accordance with subparagraph (a) or (b) below (the "Recovery Percentage"), as applicable: (a) If the Claimholder receives only the Phase I Investment Amount from the Funder, the first Proceeds shall be distributed as follows: (i) first, 100.0% to the Funder, until the cumulative amount distributed to the Funder equals the total Claims Payments paid by the Funder under Phase I; (ii) second, 100.0% to the Funder until the cumulative amount distributed to the Funder equals an IRR of 20% of Claims Payments paid by the Funder under Phase I ("Phase I Compensation"), per annum; and (iii) thereafter, 100.0% to the Claimholder. (b) If the Claimholder exercises its options to receive Tranche A or both Tranche A and Tranche B of the Phase II Investment Amount, the first Proceeds shall be distributed as follows: (i) first, 100.0% to the Funder until the cumulative amount distributed to the Funder equals the total Claims Payments paid by the Funder under Phases I and II; (ii) second, 100.0% to the Funder until the cumulative amount distributed to the Funder equals an additional 300.0% of Phase I Investment Amount; plus an additional 300% of the Tranche A Committed Amount (i.e. 300.0% of $3.5 million), less any amounts remaining of the Tranche A Committed Amount that​​​​​​​ the Funder did not pay as Claims Payments; plus an additional 300.0% of the Tranche B Committed Amount (i.e. 300.0% of $1.5 million), if the Claimholder exercises the Tranche B funding option, less any amounts remaining of the Tranche B Committed Amount that the Funder did not pay as Claims Payments; (iii) third, for each $10,000 in specified fees and expenses paid by the Funder under Phase I and Phase II and any amounts over each $10,000 of the Tranche A Committed Amount and the Tranche B Committed Amount (if the Claimholder exercises the Tranche B funding option), 0.01% of the total Proceeds from any recoveries after repayment of (i) and (ii) above, to the Funder; and (iv) thereafter, 100% to the Claimholder. The Agreement provides that if no Proceeds are ever paid to or received by the Claimholder or its representatives and if the environmental permit is not issued, the Funder shall have no right of recourse or right of action against the Claimholder or its representatives, or any of their respective property, assets, or undertakings, except as otherwise specifically contemplated by the Agreement. If (a) Proceeds are paid to or received by the Claimholder or its representatives; (b) such Proceeds are promptly applied and/or distributed by the Claimholder or on behalf of the Claimholder in accordance with the terms of the Agreement; and (c) the amount received by the Funder as a result thereof is not sufficient to pay all of the Recovery Percentage and all of the amounts due to the Funder under the Agreement, then (provided that all of the Proceeds which the Funder will ever be entitled to have been paid to or received by the Funder), the Funder shall have no right of recourse or action against the Claimholder or its Representatives, or any of their property, assets, or undertakings, except as otherwise specifically contemplated by the Agreement. Pursuant to the Agreement, the Claimholder acknowledged the Funder’s priority right, title, and interest in any Proceeds, including against any available collateral to secure its obligations under the Agreement, which security interest shall be first in priority as against all other security interests in the Proceeds. The Claimholder also acknowledged and agreed to execute and authorize the filing of a financing statement or similar and to take such other actions in such jurisdictions as the Funder, in its sole discretion, deems necessary and appropriate to perfect such security interest. The Agreement also includes representations and warranties, covenants, conditions, termination and indemnification provisions, and other provisions customary for comparable arrangements. Amendment and Restatement (January 31, 2020) • On January 31, 2020, the Claimholder and the Funder entered into an Amended and Restated International Claims Enforcement Agreement (the "Restated Agreement"). The material terms and provisions that were amended or otherwise modified are as follows: • The Funder agreed to provide up to $ 2.2 million in Arbitration Support Funds for the purpose of paying the Claimholder’s litigation support costs in connection with Subject Claim; • A closing fee of $ 200,000 has been retained by the Funder in connection with due diligence and other transaction costs incurred by the Funder; 55 Table of Contents • A warrant was issued to purchase our common stock which is exercisable for a period of five years beginning on the earlier of (a) the date on which the Claimholder ceases the Subject Claim for any reason other than a full and final arbitral award against the Claimholder or a full and final monetary settlement of the claims or (b) the date on which Proceeds are received and deposited into escrow. The exercise price per share is $ 3.99 , and the Funder can exercise the warrant to purchase the number of shares of our common stock equal to the dollar amount of Arbitration Support Funds provided to us pursuant to the Restated Agreement divided by the exercise price per share (subject to customary adjustments and limitations); and • All other terms in the Restated Agreement are substantially the same as in the original Agreement. During 2020, the Funder provided us with $ 2.0 million of the Arbitration Support Funds, and we incurred $ 200,000 in related fees that were treated as an additional advance. Upon each funding, the proceeds were allocated between debt and equity for the warrants based on the relative fair value of the two instruments. As a result, there was a debt discount of $ 1,063,811 which is being amortized over the expected remaining term of the agreement using the effective interest method which is charged to interest expense. Although the warrants only become exercisable upon the occurrence of future events, they are considered issued for accounting purposes and were valued using a binomial lattice model. The expected volatility assumption was based on the historical volatility of our common stock. The expected life assumption was primarily based on management’s expectations of when the Warrants will become exercisable and the risk-free interest rate for the expected term of the warrant is based on the U.S. Treasury yield curve in effect at the time of measurement. Second Amendment and Restatement (December 12, 2020) On December 12, 2020, the Claimholder and the Funder entered into a Second Amended and Restated International Claims Enforcement Agreement (the "Second Restated Agreement") relating to the Subject Claim. Under the terms of the Second Restated Agreement, the Funder has made and agreed to make Claims Payments in an aggregate amount not to exceed $ 20,000,000 (the "Maximum Investment Amount"). The Second Restated Agreement required the Funder to make Claims Payments in an aggregate amount no greater than $ 10,000,000 for the purposes of pursuing the Subject Claim to a final award ("Phase III Investment Amount"). We also incurred $ 200,000 in related fees which were treated as an additional advance. This Second Restated Agreement includes the same representations and warranties, covenants, conditions, termination and indemnification provisions, and other provisions as in the original agreement. Third Amendment and Restatement (June 14, 2021) On June 14, 2021, the Claimholder and the Funder entered into a Third Amended and Restated International Claims Enforcement Agreement (the "Third Restated Agreement") relating to the Subject Claim. Under the terms of the Third Restated Agreement, the Funder agreed to make Claims Payments in an aggregate amount not to exceed $ 25,000,000 , an increase of $ 5.0 million (the "Incremental Amount"). The Third Restated Agreement requires the Claimholder to request $2.5 million of the Incremental Amount (the "First $2.5 Million"). Within 15 days after exhaustion of the First $2.5 Million, the Claimholder may either (a) request the remaining $2.5 million (the "Second $2.5 Million") of the Incremental Amount or (b) notify the Funder that the Claimholder has decided to self-fund the Second $2.5 Million. We also incurred $ 80,000 in related fees which were treated as an additional advance. This Third Restated Agreement includes the same representations and warranties, covenants, conditions, termination and indemnification provisions, and other provisions as in the original agreement. Waiver and Consent (March 6, 2023) On March 6, 2023, the Claimholder and the Funder under the agreement entered into a Waiver and Consent Agreement, pursuant to which, among other things, the Funder consented (i) to consent to allow the Claimholder to fund certain costs and expenses arising from the Subject Claim from the Claimholder’s own capital in an aggregate amount not to exceed $ 5,000,000 , and (ii) Odyssey paid a $ 1,000,000 nonrefundable waiver fee to the Funder. For the years ended December 31, 2022, 2021 and 2020, we recorded $ 295,932 , $ 241,034 and $ 172,849 , respectively, of interest expense from the amortization of the debt discount and $ 146,896 , $ 133,993 and $ 52,214 interest from the fee amortization, respectively. The December 31, 2022 and 2021 carrying value of the debt is $ 24,347,513 and $ 18,323,097 , respectively, and is net of unamortized debt fees of $ $ 146,897 and $ 293,793 , respectively, as well as the net unamortized debt discount of $ 353,996 and $ 649,928 , respectively, associated with the fair value of the warrant. The total face value of this obligation at December 31, 2022 and 2021 was $ 24,848,406 and $ 19,266,818 , respectively. 56 Table of Contents Emergency Injury Disaster Loan On June 26, 2020, we executed the standard loan documents required for securing an Economic Injury Disaster Loan (the "EIDL Loan") from the United States Small Business Administration (the "SBA"). The principal amount of the EIDL Loan is $ 149,900 , with proceeds to be used for working capital purposes. Interest on the EIDL Loan accrues at the rate of 3.75 % per annum and installment payments, including principal and interest of $ 731 , are due monthly beginning 12 months from the date of the EIDL Loan. In 2021, the SBA extended this 12 month period, setting the first payment due date in December 2022. The balance of principal and interest is payable thirty years from the date of the promissory note. In connection with the EIDL Loan, the Company executed the EIDL Loan documents, which include the SBA Secured Disaster Loan Note, dated May 16, 2020, the Loan Authorization and Agreement, dated May 16, 2020, and the Security Agreement, dated May 16, 2020, each between the SBA and the Company. Vendor Note Payable We currently owe a vendor $ 484,009 as an interest-bearing trade payable. This trade payable bears simple annual interest at a rate of 12 %. As collateral, we granted the vendor a primary lien on certain of our equipment. The carrying value of this equipment is zero . This agreement matured in August 2018 . During the period ended June 30, 2018, we sold various marine equipment to Magellan for $ 1.0 million and the assumption of this vendor’s trade payable and accrued interest, however, we remain as guarantor on this trade payable. Included in this equipment is the equipment noted above the vendor has a primary lien on. The vendor consented to Magellan’s assumption of this debt but did not release us from our obligations. If Magellan defaults and the vendor forecloses on this equipment currently in Magellan’s possession, we would then have a contingent liability to Magellan in the amount of $ 0.5 million for two of the key assets. The Company subsequently received back one of the two key assets thus reducing the contingent liability to $ 0.3 million. Monaco On October 4, 2021, we and Monaco Financial, LLC and certain associated entities (collectively with Monaco, the "Monaco Parties") entered into a Termination and Settlement Agreement (the "Termination Agreement"). We were parties to various loan arrangements and other commercial contractual relationships, and the purposes of the Termination Agreement were to terminate the loan agreements and contractual relationships and to settle the outstanding obligations thereunder between us and the Monaco Parties. Pursuant to the Termination Agreement, the loan agreements and contractual relationships were terminated, and we agreed to (a) issue 984,848 shares of our common stock (the "Settlement Shares") to Monaco and (b) pay Monaco an aggregate amount of $ 3.0 million (the "Settlement Cash") no later than December 1, 2021. The Settlement Shares were issued at a price equal to $ 6.60 per share, totaling $ 6.5 million, which was negotiated by the parties with reference to the recent market prices of our common stock and the other terms of the Termination Agreement. We delivered $ 500,000 of the Settlement Cash to Monaco upon execution and delivery of the Termination Agreement. At Monaco’s option, Monaco has the right, but not the obligation, to receive the remaining $ 2.5 million in shares of our common stock rather than in cash. This amount was to be settled December 1, 2021 but remained outstanding at December 1, 2021. This indebtedness does not carry an interest rate. Under the terms of the Termination Agreement, (a) the Monaco Parties agreed that approximately $ 14.5 million of indebtedness, which included accrued interest, owed by us to the Monaco Parties was satisfied in full and (b) certain of the Monaco Parties assigned to us all of their right, title, and interest in a portion of the proceeds from a specified shipwreck project. As a result of the termination of the loan agreements and contractual relationships, (x) our right to receive a percentage of the proceeds derived by the Monaco Parties from certain shipwreck projects was terminated, and (y) Monaco’s option to convert certain indebtedness held by it into shares of Oceanica Resources, S. de R.L. held indirectly by us was terminated. The Termination Agreement also set forth mutual releases and other customary representations, warranties, and covenants of the parties. The Company determined that the embedded conversion feature was clearly and closely related to the host contract and met the scope exception under FASB ASC 815-40. Thus, it did not require derivative liability classification under ASC 815. The Company then evaluated the conversion feature under FASB ASC 470-20,"Debt with conversion and other options" for consideration of any beneficial conversion features ("BCF"). Based on the market price of the common stock on the date of the agreement as compared to the conversion price, they determined there was a BCF of 232,175 which was recorded in additional paid-in capital. A BCF results in a debt discount which should be amortized over the stated maturity of the convertible instrument, or the earliest potential conversion date. Since the contract was convertible upon issuance, the discount was immediately accreted and charged to interest expense. As a result of the Termination Agreement, we recognized a gain on debt settlement of approximately $ 5.2 million, which represented the difference between the loan principal, accrued interest and accounts payable forgiven of approximately $ 14.7 million and total consideration given of approximately $ 9.5 million. The shares of common stock issuable under the Termination Agreement were offered and sold pursuant to a base prospectus and a prospectus supplement, both filed pursuant to Odyssey’s shelf registration statement on Form S-3(File No. 0333-227666). 57 Table of Contents On June 14, 2022, the Company paid $ 2,500,000 of the outstanding amounts payable under the Termination Agreement with Monaco. Seller Note Payable On December 2, 2022, we executed an Amended and Restated Purchase and Sale Agreement ("Purchase and Sale Agreement") with the seller of certain marine equipment ("Seller"). Pursuant to the Purchase and Sale Agreement, Seller agreed to sell us the marine equipment, related tooling items and spares for $ 2.5 million. On or before the closing date, Odyssey paid the Seller $ 1.1 million for the acquisition of the assets. Pursuant to the Purchase and Sale Agreement, we paid the Seller the $ 1.4 million balance of the purchase price as a fully amortizing loan, bearing interest at a rate of 20 % per annum, maturing on June 5, 2024 (the "Seller Note"). D&O Insurance Note Payable On November 1, 2022, we executed the Premium Finance Agreement with AFCO Credit Corporation ("AFCO"). Pursuant to the Premium Finance Agreement, AFCO agreed to finance the D&O Insurance premiums evidenced by the promissory note, bearing interest at a rate of 4.95 % per annum, maturing on October 31, 2023 . On December 1, 2021, we executed the Premium Finance Agreement with AFCO Credit Corporation ("AFCO"). Pursuant to the Premium Finance Agreement, AFCO agreed to finance the D&O Insurance premiums evidenced by the promissory note, bearing interest at a rate of 2 % per annum, that matured on November 30, 2022 . 37North On March 7, 2022, we entered into a Note Purchase Agreement (“Note Agreement”) with 37North SPV 11, LLC (“37N”) in which 37N agreed to loan us up to $ 2,000,000 . These loan proceeds were received in full on March 25, 2022. Pursuant to the Note Agreement, the indebtedness was non-interest bearing and matured on June 25, 2022. Anytime from 30 days after the maturity date, 37N had the option to convert all or a portion of the outstanding amount of the indebtedness into conversion shares equal to the quotient obtained by dividing (A) 125% of the amount of the indebtedness, by (B) the lower of $5.94 and 70% of the 10-day VWAP. The aggregate maximum number of shares of Common Stock to be issued in connection with conversion of the indebtedness was not to exceed (i) 19.9 % of the outstanding shares of Common Stock prior to the date of the Note Agreement, (ii) 19.9 % of the combined voting power of the outstanding voting securities, or iii) exceed the applicable listing rules of the Principal Market if the stockholders did not approve the issuance of Common Stock upon conversion of the indebtedness. Any time prior to maturity, we had the option to prepay the indebtedness at an amount of 110 % of the unpaid principal. From the maturity date to 29 days after the maturity date (July 24, 2022), we were permitted to prepay all (but not less than) an amount equal to 115 % of the unpaid amount of the indebtedness. Anytime, after the 30 th day after the maturity date (July 25, 2022), we were permitted to prepay all (but not less than) an amount equal to 125 % of the unpaid amount of the indebtedness , however, we were required to provide 37N a prepayment notice at least 10 days prior to repayment. If 37N delivered an exercise notice during this 10-day period, the Note would be converted, rather than prepaid. If 37N delivered an exercise notice and the number of shares issuable is limited by the 19.9 % limitation outlined above, then we were permitted to prepay all (but not less than all) an amount equal to 130 % of the remaining unpaid amount. On June 29, 2022, the Company paid $ 2,200,000 of the outstanding amounts payable under the Note Agreement with 37N. On July 6, 2022, the Company paid the remaining $ 100,000 of the outstanding amounts payable under the Note Agreement with 37N. Accounting considerations We evaluated the indebtedness and determined the shares issuable pursuant to the conversion option were determinate due to the cap on the number of issuable shares, and, as such, met the requirements for a derivative scope exception for instruments that are both indexed to an entity’s own stock and classified in stockholders’ equity. The optional and contingent prepayment options provide the right to accelerate the settlement of debt; however, the prepayment options can only be exercised by the Company. As such, they are considered clearly and closely related to the debt host instrument and bifurcation was not necessary. We early adopted ASC 2020-06, so we were not required to analyze the instrument for a beneficial conversion feature, and the instrument was recorded wholly as debt. Although the indebtedness did not bear interest, it was required to be repaid at amounts greater than the face value. According to ASC 470-10-35-2, if a debt instrument has a contractual maturity date that can be extended at the issuer’s option, at an increasing rate, the debt discounts and issuance costs must be amortized over the period in which the debt is estimated to be outstanding, even if that period extends beyond the debt’s original contractual maturity date. The difference between the proceeds received and the repayment 58 Table of Contents amount are generally amortized over the expected life of the indebtedness using the effective interest method. Management estimated the expected life to be very limited, so the entire expected repayment amount of $ 2.2 million, representing 110 % of the indebtedness, was recorded upon issuance of the Note Agreement. Certain default put provisions were not considered to be clearly and closely related to the debt host, but management concluded that the value of these default put provisions was de minimis. Galileo On February 28, 2023, Odyssey issued a $ 300,000 11.0 % Promissory Note to Galileo NCC Inc ("Galileo"). The Promissory Note was payable on April 1, 2023 . On March 6, 2023, Odyssey repaid this note payable in full with proceeds from the issuance of the Note (as defined below). DP SPV I LLC On March 6, 2023, Odyssey entered into a Note and Warrant Purchase Agreement (the “Purchase Agreement”) with an institutional investor pursuant to which Odyssey issued and sold to the investor (a) a promissory note (the “Note”) in the principal amount of up to $ 14.0 million and (b) a warrant (the “Warrant” and, together with the Note, the “Securities”) to purchase shares of Odyssey’s common stock. The principal amount outstanding under the Note bears interest at the rate of 11.0 % per annum, and interest is payable in cash on a quarterly basis, except that, (a) at Odyssey’s option and upon notice to the holder of the Note, any quarterly interest payment may be satisfied, in lieu of paying such cash interest, by adding an equivalent amount to the principal amount of the Note (“PIK Interest”), and (b) the first quarterly interest payment due under the Note will be satisfied with PIK Interest. The Note provides Odyssey with the right, but not the obligation, upon notice to the holder of the Note to redeem (x) at any time before the first anniversary of the issuance of the Note, all or any portion of the indebtedness outstanding under the Note (together with all accrued and unpaid interest, including PIK Interest) for an amount equal to one hundred twenty percent ( 120 %) of the outstanding principal amount so being redeemed, and (y) at any time on or after the first anniversary of the issuance of the Note, all or any portion of the indebtedness outstanding under the Note (together with all accrued and unpaid interest, including PIK Interest). Unless the Note is sooner redeemed at Odyssey’s option, all indebtedness under the Note is due and payable on September 6, 2024. Under the terms of the Purchase Agreement, Odyssey agreed to use the proceeds of the sale of the Securities to fund Odyssey’s obligations under the Termination Agreement (as defined below), to pay legal fees and costs related to Odyssey’s NAFTA arbitration against the United Mexican States, to pay fees and expenses related to the transactions contemplated by the Purchase Agreement, and for working capital and other general corporate expenditures. Odyssey’s obligations under Note are secured by a security interest in substantially all of Odyssey’s assets (subject to limited stated exclusions). Under the terms of the Warrant, the holder has the right for a period of three years after issuance to purchase up to 3,703,704 shares of Odyssey’s common stock at an exercise price of $ 3.78 per share, which represents 120.0 % of the official closing price of Odyssey’s common stock on the NASDAQ Capital Market immediately preceding the signing of the Purchase Agreement, upon delivery of a notice of exercise to Odyssey. Upon exercise of the Warrant, Odyssey has the option to either (a) deliver the shares of common stock issuable upon exercise or (b) pay to the holder an amount equal to the difference between (i) the aggregate exercise price payable under the notice of exercise and (ii) the product of (A) the number of shares of common stock indicated in the notice of exercise multiplied by (B) the arithmetic average of the daily volume-weighted average price of the common stock on the NASDAQ Capital Market for the five consecutive trading days ending on, and including, the trading day immediately prior to the date of the notice of exercise. The warrant provides for customary adjustments to the exercise price and the number of shares of common stock issuable upon exercise in the event of a stock split, recapitalization, reclassification, combination or exchange of shares, separation, reorganization, liquidation, or the like. In connection with the execution and delivery of the Purchase Agreement, Odyssey entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which Odyssey agreed to register the offer and sale of the shares (the “Exercise Shares”) of Odyssey common stock issuable upon exercise of the Warrant. Pursuant to the Registration Rights Agreement, Odyssey agreed to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement covering the resale of the Exercise Shares and to use its reasonable best efforts to have the registration statement declared effective by the SEC as soon as practicable thereafter, subject to stated deadlines. Accrued interest 59 Table of Contents Total accrued interest associated with our financings was $ 35,131,587 and $ 21,875,753 as of December 31, 2022 and 2021, respectively. Long-Term Obligation Maturities: We have three obligations that span greater than twelve months. For our lease obligations, see Lease commitment in Note 16 Commitments and Contingencies for further information on our operating lease obligations. See Note 10 Loans Payable – Litigation Financing, Emergency Injury Disaster Loan and Seller Note Payable for further detail regarding the repayment and maturity on the December 31, 2022 debt balances totaling $ 25,011,049 . NOTE 11 – ACCRUED EXPENSES Accrued expenses consist of the following: December 31, 2022 December 31, 2021 Compensation and incentives $ 354,187 $ 1,655,761 Professional services 470,546 1,475,522 Deposit 657,331 450,000 Interest 35,131,587 21,875,753 Accrued exploration license fees 3,867,553 1,765,301 Total accrued expenses $ 40,481,204 $ 27,222,337 Deposits is primarily comprised of an earnest money deposit of $ 450,000 from CIC. The earnest money deposit relates to a draft agreement related to potential sale of a stake of our equity in CIC. This transaction has not yet been consummated. NOTE 12 – DEFERRED INCOME AND REVENUE PARTICIPATION RIGHTS “ Seattle ” project In a private placement that closed in September 2000, we sold “units” consisting of “Republic” Revenue Participation Certificates and Common Stock. Each $ 50,000 “unit” entitled the holder to 1 % of the gross revenue generated by the “Seattle” project (formerly referred to as the “Republic” project), and 100,000 shares of Common Stock. The “Seattle” was permanently abandoned in June 2021. During the year ended December 31, 2021, the carrying amount of the previously recorded deferred revenue participation right of $ 62,500 was written off to Other income (expense) in our consolidated statements of operations. Galt Resources, LLC In February 2011, we entered into a project syndication deal with Galt Resources LLC (“Galt”) for which they invested funds representing rights to future revenues for the HMS Victory project. This project syndication agreement was mutually terminated in June 2021. Therefore, the carrying amount of the previously recorded deferred revenue participation right of $ 3,756,250 was written off to Other income (expense) in our consolidated statements of operations. NOTE 13 – STOCKHOLDERS' EQUITY/(DEFICIT) Common Stock On July 10, 2022, we sold an aggregate of 4,939,515 shares of our common stock and warrants to purchase up to 4,939,515 shares of our common stock. The net proceeds received from sale, after offering expenses of $ 1.8 million , were $ 14.7 million . The shares of common stock and warrants were sold in units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $ 3.35 per share of common stock. Each unit was sold at a negotiated price of $ 3.35 per unit. The warrants are exercisable at any time beginning on December 10, 2022 , and ending on the close of business on June 10, 2027 . On August 21, 2020, we sold an aggregate of 2,553,314 shares of our common stock and warrants to purchase up to 1,901,985 shares of our common stock. The net proceeds received from sale, after offering expenses of $ 0.3 million, of which $ 0.2 million were withheld to cover fees, were $ 11.2 million. The shares of common stock and warrants were sold in units, with each unit consisting of one share of common stock and a warrant to purchase up to 0.6 shares of common stock. The purchase price for each unit 60 Table of Contents was $ 4.543 . The warrants have an exercise price of $ 4.75 per share of common stock and are exercisable at any time during the three-year period commencing six months after issuance. Warrants In conjunction with our sale of shares common stock and warrants on July 10, 2022, as described above, we issued warrants to purchase up to 4,939,515 shares of our common stock. The warrants have an exercise price of $ 3.35 per share and are exercisable at any time beginning on December 10, 2022 , and ending on the close of business on June 10, 2027 . In conjunction with our sale of shares common stock and warrants on August 21, 2020 as described above, we issued warrants to purchase up to 1,901,985 shares of our common stock. The warrants have an exercise price of $ 4.75 per share and are exercisable at any time during the three-year period commencing six months after the August 21, 2020 sale of our common stock, which is February 21, 2021. Included in the Restated Agreement as described in Note 10 Loans Payable – Litigation Financing , during 2019, we issued a warrant allowing the lender to purchase up to 551,378 shares of our common stock at $ 3.99 . The warrant is contingently exercisable and will become exercisable on the date on which we cease the Subject Claim for any reason other than (i) a full and final arbitral award against the Claimholder or (ii) a full and final monetary settlement of the claims or the date on which Proceeds are deposited into the Escrow Account. The warrant has a five-year life that commences on the date it becomes exercisable. On July 12, 2018, in conjunction with a previous Note and Warrant Purchase Agreement we issued warrants to purchase an aggregate of 65,625 shares of common stock in connection with the notes that were issued. These warrants had an expiration date of July 21, 2021 , an exercise price of $ 12.00 , and were exercisable to purchase 65,625 shares of our common stock. On July 8, 2019 we entered into a Second Amendment to Note and Warrant Purchase Agreement and Warrant Modification Agreement. As a result, the lenders now hold warrants to purchase an aggregate of 196,135 shares of our common stock at an exercise price of $ 5.756 per share. These warrants are exercisable at any time until July 12, 2024 . On August 14, 2020, this loan was modified and extended to July 12, 2021. In conjunction with the extension, the lenders received warrants to purchase an aggregate of 131,996 shares of our common stock at $ 4.67 per share. These warrants expire on August 14, 2023 . Convertible Preferred Stock On March 11, 2015, we entered into a Stock Purchase Agreement (the "Purchase Agreement") with Penelope Mining LLC (the "Investor"), and, solely with respect to certain provisions of the Purchase Agreement, Minera del Norte, S.A. de C.V. (the "Lender"). The Purchase Agreement provides for the Company to issue and sell to the Investor shares of the Company’s preferred stock in the amounts set forth in the following table (numbers have been adjusted for the February 2016 reverse stock split):​​​​​​​ Convertible Preferred Stock Shares Price Per Share Total Investment SeriesAA-1 8,427,004 $ 12.00 $ 101,124,048 SeriesAA-2 7,223,145 $ 6.00 43,338,870 15,650,149 $ 144,462,918 ​​​​​ The Investor’s option to purchase the Series AA-2 shares is subject to the closing price of the Common Stock on the NASDAQ market having been greater than or equal to $ 15.12 per share for a period of twenty ( 20 ) consecutive business days on which the NASDAQ market is open. The closing of the sale and issuance of shares of the Company’s preferred stock to the Investor is subject to certain conditions, including the Company’s receipt of required approvals from the Company’s stockholders, the receipt of regulatory approval, performance by the Company of its obligations under the Stock Purchase Agreement, the listing of the underlying common stock on the NASDAQ Stock Market and the Investor’s satisfaction, in its sole discretion, with the viability of certain undersea mining projects of the Company. This transaction received stockholders’ approval on June 9, 2015. The Purchase Agreement was terminated pursuant to an agreement dated March 3, 2023 (see further details at Note 10 Loans Payable – Minosa 1 and 2). 61 Table of Contents Stock-Based Compensation We have three stock incentive plans. The first is the 2005 Stock Incentive Plan that expired in August 2015 . After the expiration of this plan, equity instruments cannot be granted but this plan will continue in effect until all outstanding awards have been exercised in full or are no longer exercisable and all equity instruments have vested or been forfeited. On June 9, 2015, our stockholders approved our 2015 Stock Incentive Plan (the "Plan") that was adopted by our Board of Directors (the "Board") on January 2, 2015, which is the effective date. The Plan expires on the tenth anniversary of the effective date. The Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units and stock appreciation rights. This plan was initially capitalized with 450,000 shares that may be granted. The Plan is intended to comply with Section 162(m) of the Internal Revenue Code, which stipulates that the maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person during any calendar year shall be 83,333 , and the maximum aggregate amount of cash that may be paid in cash to any person during any calendar year with respect to one or more Awards payable in cash shall be $ 2,000,000 . The original maximum number of shares that were to be used for Incentive Stock Options ("ISO") under the Plan was 450,000 . During our June 2016 stockholders' meeting, the stockholders approved the addition of 200,000 incremental shares to the Plan. With respect to each grant of an ISO to a participant who is not a ten percent stockholder, the exercise price shall not be less than the fair market value of a share on the date the ISO is granted. With respect to each grant of an ISO to a participant who is a ten percent stockholder, the exercise price shall not be less than one hundred ten percent ( 110 %) of the fair market value of a share on the date the ISO is granted. If an award is a non-qualified stock option ("NQSO"), the exercise price for each share shall be no less than (1) the minimum price required by applicable state law, or (2) the fair market value of a share on the date the NQSO is granted, whichever price is greatest. Any award intended to meet the performance-based exception must be granted with an exercise price not less than the fair market value of a share determined as of the date of such grant. On March 26, 2019, our Board of Directors adopted and approved the 2019 Stock Incentive Plan (the "2019 Plan"), which was approved by our stockholders on June 3, 2019. The 2019 Plan expires on June 3, 2029. The 2019 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units and stock appreciation rights. The 2019 Plan is capitalized with 1.6 million shares that may be granted. During our June 2022 stockholders' meeting, the stockholders approved the addition of 2,400,000 incremental shares to the 2019 Plan. As of December 31, 2022 966,222 options were available to be issued under the 2019 Plan. The 2019 Plan includes the following features: no "evergreen" share reserve, prohibition on liberal share recycling, no repricing permitted without stockholder approval, no stock option reload features, no transfers of awards for value and dividends and dividends equivalent shall accrue and be paid only if and to the extent the common stock underlying the award become vested or payable. Share-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest. As share-based compensation expense recognized in the statement of operations is based on awards ultimately expected to vest, it can be reduced for estimated forfeitures. The ASC topic Stock Compensation requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The share-based compensation charged against income for the years ended December 31, 2022, 2021 and 2020 was $ 1,811,551 , $ 1,250,585 and $ 420,648 , respectively. We granted 604,243 stock options to employees on December 9, 2022. We did no t grant stock options to employees or outside directors in 2021 or 2020 . The value of the stock options granted was determined using the Black-Scholes-Merton option-pricing model, which values options based on the stock price at the grant date, the expected life of the option, the estimated volatility of the stock, the expected dividend payments, and the risk-free interest rate over the life of the option. The options were valued with the following assumptions used for grants issued in the table below. Expected volatilities are based on historical volatility of the Company’s stock as well as other companies operating similar businesses. The expected term (in years) is determined using historical data to estimate option exercise patterns. The expected dividend yield is based on the annualized dividend rate over the vesting period. The risk free interest rate is based on the rate for US Treasury bonds commensurate with the expected term of the granted option. 2022 Risk free interest rate 3.75 % Expected life 5 years Expected volatility 83.56 % Expected dividend yield — Grant-date fair value 2.45 62 Table of Contents Additionally, on December 8, 2022, we granted 17,105 stock options to a third-party consultant for services rendered. We did no t grant stock options to any third parties in 2021 or 2020 . The fair value of each option grant to the third-party consultant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants issued in the table below. 2022 Risk free interest rate 3.71 % Expected life 5 years Expected volatility 83.53 % Expected dividend yield — Grant-date fair value 2.34 The Black-Scholes-Merton option pricing model was developed for estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Because option valuation models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. Our options do not have the characteristics of traded options; therefore, the option valuation models do not necessarily provide a reliable measure of the fair value of our options. 63 Table of Contents Additional information with respect to both plans stock option activity is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Life Outstanding at December 31, 2019 238,651 $ 15.95 Granted — $ — Exercised — $ — Cancelled — $ — Outstanding at December 31, 2020 238,651 $ 15.95 Granted — $ — Exercised — $ — Cancelled — $ — Outstanding at December 31, 2021 238,651 $ 15.95 Granted 621,348 $ 3.60 Exercised — $ — Cancelled — $ — Outstanding at December 31, 2022 859,999 $ 7.02 4.08 Options exercisable at December 31, 2020 238,651 $ 15.95 3.82 Options exercisable at December 31, 2021 238,651 $ 15.95 4.82 Options exercisable at December 31, 2022 602,591 $ 8.49 3.71 The aggregate intrinsic values of options exercisable for the years ended December 31, 2022, 2021 and 2020 were $ 127,605 , $ 55,392 and $ 98,129 , respectively. The aggregate intrinsic values of options outstanding for the years ended December 31, 2022, 2021 and 2020 were $ 202,587 , $ 55,392 and $ 98,129 , respectively. The aggregate intrinsic values of options exercised during the years ended December 31, 2022, 2021 and 2020 are $ 0 , $ 0 and $ 0 , respectively, determined as of the date of the option exercise. Aggregate intrinsic value represents the positive difference between our closing stock price at the end of a respective period and the exercise price multiplied by the number of relative options. The total fair value of options vested during the years ended December 31, 2022, 2021 and 2020 was $ 1,412,087 , $ 0 and $ 0 , respectively. As of December 31, 2022, there was $ 628,767 of unrecognized compensation cost related to unvested share-based compensation awards granted to employees related to granted stock options, which have an expected remaining life of 2.06 years. The following table summarizes information about stock options outstanding at December 31, 2022: Stock Options Outstanding Range of Exercise Prices Number of Shares Outstanding Weighted Average Remaining Contractual Life in Years Weighted Average Exercise Price $ 26.40 - $ 26.40 75,158 1.00 $ 26.40 $ 12.48 - $ 12.84 141,000 2.00 $ 12.49 $ 2.02 - $ 3.60 643,841 4.90 $ 3.57 859,999 4.08 $ 7.02 64 Table of Contents The estimated fair value of each restricted stock award is calculated using the share price at the date of the grant. A summary of the status of the restricted stock awards as of December 31, 2022 and changes during the year ended December 31, 2022 is presented as follows: Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2021 276,709 $ 6.54 Granted 88,328 $ 3.27 Vested ( 274,312 ) $ 5.17 Cancelled ( 45,107 ) $ 10.59 Unvested at December 31, 2022 45,618 $ 4.46 The fair value of restricted stock units vested during the years ended December 31, 2022, 2021 and 2020 was $ 2,310,598 , $ 1,213,525 and $ 653,653 , respectively. The fair value of unvested restricted stock units remaining at the years ended December 31, 2022, 2021 and 2020 is $ 176,998 , $ 1,438,887 and $ 1,770,676 , respectively. The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2022, 2021 and 2020 were $ 3.27 , $ 7.05 and $ 4.00 , respectively. The weighted-average remaining contractual term of these restricted stock units at the years ended December 31, 2022, 2021 and 2020 are 2.3 , 1.1 and 2.0 years, respectively. As of December 31, 2022, there was a total of $ 203,481 unrecognized compensation cost related to unvested restricted stock awards. The following table summarizes our common stock warrants outstanding at December 31, 2022: Common Stock Warrants Exercise Price Termination Date 196,135 $ 5.76 07/08/2024 700,000 $ 7.16 11/02/2023 551,378 $ 3.99 ** 131,816 $ 4.67 08/14/2023 1,873,622 $ 4.75 02/25/2024 4,939,515 $ 3.35 12/10/2027 8,392,466 ** A five-year term commences upon the earliest occurrence of either Trigger Date A or Trigger Date B. Trigger Date A is the date on which the Claimholder ceases the Subject Claim for any reason other than (i) a full and final arbitral award against the Claimholder or (ii) a full and final monetary settlement of the claim, see Note 10 Loans Payable – Litigation Financing . Cuota Appreciation Rights On August 4, 2017, the Company’s board of directors (the "Board") adopted the Odyssey Marine Exploration, Inc. Key Employee Cuota Appreciation Rights (the "Key Employee Plan") and the Odyssey Marine Exploration, Inc. Nonemployee Director Cuota Appreciation Rights (the "Director Plan" and, together with the Key Employee Plan, the "Cuota Plans"). The Cuota Plans provide for the award of cuota appreciation rights ("CARs") to eligible participants. A "cuota" is a unit of equity interest under Panamanian law, and the value of the CARs will be determined based upon the appreciation, if any, in the value of the cuotas of Oceanica Resources, S. de R.L., a Panamanian sociedad de responsabilidad limitada ("Oceanica"), after the award of such CARs. The Company indirectly holds a majority stake in Oceanica. The Board authorized the award of up to 750,000 CARs under the Key Employee Plan and the award of up to 600,000 CARs under the Director Plan. The terms of any CARs awarded under the Cuota Plans will be set forth in an award agreement between the Company and each participant, and the award agreement will set forth a vesting schedule for the CARs. In general, unvested CARs will be forfeited upon a participant’s separation of service from the Company, and all vested and unvested CARs will be forfeited upon a participant’s separation of service from the Company for "cause" (as defined in the Cuota Plans). Each participant in the Cuota Plans will be entitled to be paid the value of such participant’s CARs upon the occurrence of a "payment event." As used in the Cuota Plans, payment events consist of a change in control of the Company or the date specified in the applicable award agreement and, in the case of the Key Employee Plan, a separation of service without cause and the participant’s continuous employment with the Company until the date specified in the applicable award agreement. The value of CARs liability will be based upon the difference between the basis in the cuotas of Oceanica on the date of the award of the CARs, which is $ 3.00 , and the fair value of the cuotas on the date used for the payment event, in each case as determined by the Board in accordance with the provisions 65 Table of Contents of the Cuota Plans. The fair value of the cuota as of August 31, 2019 was $ 1.00 . There is no active market for Oceanica’s securities, and there was no activity that would have materially changed the valuation at December 31, 2022. During the year ended December 31, 2022 the 385,580 CARs in the Key Employee Plan expired. At December 31, 2022, there were no vested CARs outstanding and there were no exercisable CARs outstanding related to the Key Employee Plan. At December 31, 2022, there was no liability or associated compensation cost associated with these CARs. The CARs in the Nonemployee Director Plan are utilized as compensation for services, therefore these CARs vest upon grant. During the year ended December 31, 2022 the 292,663 CARs in the Nonemployee Director Plan had expired and, as such, the associated $ 315,235 liability was written-off and is included as a gain on Cuota Appreciation Rights extinguishment in our consolidated statements of operations. At December 31, 2022 there were no vested and outstanding and there were no exercisable CARs outstanding related to the Nonemployee Director Plan. At December 31, 2022 , there was no liability with these CARs. NOTE 14 – INCOME TAXES As of December 31, 2022, the Company had consolidated income tax net operating loss ("NOL") carryforwards for federal tax purposes of approximately $ 230.0 million and net operating loss carryforwards for foreign income tax purposes of approximately $ 83.5 million . The federal NOL carryforwards from 2005 and forward will expire in various years beginning 2025 and ending through the year 2035 . From 2025 through 2027, approximately $ 47.0 million of the NOL will expire, and from 2028 through 2037, approximately $ 128.0 million of the NOL will expire. The NOL generated in 2018 through 2021 of approximately $ 55.0 million will be carried forward indefinitely. The components of the provision for income tax (benefits) are attributable to continuing operations as follows: December 31, 2022 December 31, 2021 December 31, 2020 Current Federal $ — $ — $ — State — — — $ — $ — $ — Deferred Federal $ — $ — $ — State — — — $ — $ — $ — Deferred income taxes reflect the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2022 December 31, 2021 Deferred tax assets: Net operating loss and tax credit carryforwards $ 83,383,006 $ 72,201,754 Capital loss carryforward — 5,514 Accrued expenses — 363,149 Start-up costs 6,033 5,664 Excess of book over tax depreciation 240,231 259,667 Stock option and restricted stock award expense 1,806,546 1,429,488 Debt Extinguishment 61,945 58,161 Less: valuation allowance ( 85,268,067 ) ( 74,138,667 ) $ 229,694 $ 184,730 Deferred tax liability: Property and equipment basis $ 50,174 $ 10,434 Prepaid expenses 179,520 174,296 $ 229,694 $ 184,730 Net deferred tax asset $ — $ — As reflected above, we have recorded a net deferred tax asset of $ 0 at December 31, 2022. As required by the Accounting for Income Taxes topic in the ASC, we have evaluated whether it is more likely than not that the deferred tax assets will be realized. 66 Table of Contents Based on the available evidence, we have concluded that it is more likely than not that those assets would not be realized without the recovery and rights of ownership or salvage rights of high-value shipwrecks or other forms of taxable income, thus a valuation allowance has been recorded as of December 31, 2022. The change in the valuation allowance is as follows: December 31, 2022 $ 85,268,067 December 31, 2021 74,138,667 Change in valuation allowance $ 11,129,400 The federal and state income tax provision (benefit) is summarized as follows for the years ended: December 31, 2022 December 31, 2021 December 31, 2020 Expected (benefit) $ ( 6,485,498 ) $ ( 3,386,834 ) $ ( 4,429,419 ) Effects of: State income taxes net of federal benefits ( 1,698,583 ) ( 570,116 ) ( 940,302 ) Nondeductible expense 78,422 ( 56,839 ) 150,238 Subpart F Income 33,040 735,229 345,006 Debt Extinguishment — — 91,266 Funder Loan Proceeds — — 2,482,252 Change in valuation allowance 11,480,322 6,229,371 4,815,784 Foreign Rate Differential ( 3,407,703 ) ( 2,950,811 ) ( 2,514,825 ) $ — $ — $ — The Company’s effective income tax rate is lower than what would be expected if the federal statutory rate were applied to income before income taxes primarily because of certain expenses deductible for financial reporting purposes that are not deductible for tax purposes, research and development tax credits, operating loss carryforwards, and adjustments to previously-recorded deferred tax assets and liabilities due to the enactment of the Tax Cuts and Jobs Act. We have not recognized a material adjustment in the liability for unrecognized tax benefits and have not recorded any provisions for accrued interest and penalties related to uncertain tax positions. The earliest tax year still subject to examination by a major taxing jurisdiction is 2018 . NOTE 15 – MAJOR CUSTOMERS For the years ended December 31, 2022 and 2021 , we had one customer, CIC, which is a related party (see Note 6 Related Party Transactions ), that accounted for 100 % of our total revenue in both years. NOTE 16 – COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company may be subject to a variety of claims and suits that arise from time to time in the ordinary course of business. We are not a party to any litigation as a defendant where a loss contingency is required to be reflected in our consolidated financial statements. Contingency We also owe consultants contingent success fees of up to $ 700,000 upon the approval and issuance of the ExO Project Environmental Impact Assessment ("EIA") . The EIA has not been approved as of the date of this report. 67 Table of Contents Going Concern Consideration We have experienced several years of net losses and may continue to do so. Our ability to generate net income or positive cash flows for the following twelve months is dependent upon financings, our success in developing and monetizing our interests in mineral exploration entities, generating income from exploration charters or collecting on amounts owed to us. Our 2023 business plan requires us to generate new cash inflows to effectively allow us to perform our planned projects. We continually plan to generate new cash inflows through the monetization of our receivables and equity stakes in seabed mineral companies, financings, syndications or other partnership opportunities. If cash inflow ever becomes insufficient to meet our desired projected business plan requirements, we would be required to follow a contingency business plan that is based on curtailed expenses and fewer cash requirements. On June 10, 2022, we sold an aggregate of 4,939,515 shares of our common stock and warrants to purchase up to 4,939,515 shares of our common stock. The net proceeds received from this sale, after offering expenses of $ 1.8 million , were $ 14.7 million (see Note 13 Stockholders' Equity/(Deficit)). These proceeds, coupled with other anticipated cash inflows, provided operating funds through early 2023. Our consolidated non-restricted cash balance at December 31, 2022 was $ 1,443,421 . We have a working capital deficit at December 31, 2022 of $ 60.7 million . The total consolidated book value of our assets was approximately $ 13.3 million at December 31, 2022, which includes cash of $ 1,443,421 . The fair market value of these assets may differ from their net carrying book value. The factors noted above raise doubt about our ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. Lease commitment In August 2019, we entered into an operating lease for our corporate office space under a non-cancellable lease through August 2024 with monthly payments ranging from $ 11,789 to $ 13,269 , not including sales tax. The lease provides for annual increases of base rent of 3 % until the expiration date. Pursuant to ASC 842, an operating lease right of usage ("ROU") asset and liability were recognized in the amount of $ 590,612 at inception of the lease based on the present value of lease payments over the remaining lease term. The ROU asset represents the Company’s right to use the underlying office space asset for the lease term, and the lease liability represents the Company’s obligation to make lease payments arising from the lease. Since the implicit rate of interest in the arrangement was not readily determinable, we utilized our incremental borrowing rate of 10 % in determining the present value of lease payments. The operating lease ROU asset includes any lease payments made and excludes lease incentives. At December 31, 2022 , the ROU asset and lease obligation were, $ 218,098 and $ 229,657 , respectively. The remaining lease payment obligations are as follows: Year ending December 31, Annual payment obligation 2023 $ 156,524 2024 92,884 $ 249,408 During the third quarter of 2019, we entered into a five-year lease at the location of our corporate office space in Tampa, Florida to support our marine operations. The lease was effective October 1, 2019 and has monthly lease payments ranging from $ 4,040 to $ 4,547 , not including sales tax, over the five-year term. We are accounting for this lease under ASC 842 which resulted in a right of use asset and lease obligation of $ 202,424 . The discount used in determining the right of use asset was 10 %. At December 31, 2022 , the ROU asset and lease obligation were, $ 81,927 and $ 86,138 , respectively. 68 Table of Contents The remaining lease payment obligations are as follows: Year ending December 31, Annual payment obligation 2023 $ 53,382 2024 40,930 $ 94,312 We have recognized approximately $ 218,000 , $ 216,000 and $ 194,000 in rent expense associated with these leases for the years ended December 31, 2022, 2021 and 2020 , respectively. NOTE 17 – QUARTERLY FINANCIAL DATA – UNAUDITED The following tables present certain unaudited consolidated quarterly financial information for each of the past eight quarters ended December 31, 2022 and 2021. This quarterly information has been prepared on the same basis as the consolidated financial statements and includes all adjustments necessary to state fairly the information for the periods presented. Fiscal Year ended December 31, 2022 Quarter Ending March 31 June 30 September 30 December 31 Revenue – net $ 299,606 $ 390,278 $ 358,409 $ 286,409 Gross profit 299,606 390,278 358,409 286,409 Net income (loss) ( 8,230,229 ) ( 4,683,485 ) ( 5,455,229 ) ( 4,771,807 ) Basic and diluted net income per share $ ( 0.57 ) $ ( 0.30 ) $ ( 0.28 ) $ ( 0.19 ) Fiscal Year Ended December 31, 2021 Quarter Ending March 31 June 30 September 30 December 31 Revenue – net $ 291,676 $ 182,334 $ 197,051 $ 250,177 Gross profit 291,676 182,334 197,051 250,177 Net income (loss) ( 3,720,218 ) ( 2,227,499 ) ( 4,085,297 ) 76,619 Basic and diluted net income per share $ ( 0.29 ) $ ( 0.17 ) $ ( 0.31 ) $ 0.02 NOTE 18 – SUBSEQUENT EVENTS We have evaluated subsequent events for recognition or disclosure through the date this Form 10-K is filed with the Securities and Exchange Commission. Galileo Note On February 28, 2023, Odyssey issued a $ 300,000 11.0 % Promissory Note to Galileo NCC Inc ("Galileo"). The Promissory Note was payable on April 1, 2023 . On March 6, 2023, Odyssey repaid this note payable in full with proceeds from the issuance of the Note (as defined below). DP SPV I LLC Note On March 6, 2023, Odyssey entered into a Note and Warrant Purchase Agreement (the “Purchase Agreement”) with an institutional investor pursuant to which Odyssey issued and sold to the investor (a) a promissory note (the “Note”) in the principal amount of up to $ 14.0 million and (b) a warrant (the “Warrant” and, together with the Note, the “Securities”) to purchase shares of Odyssey’s common stock. The principal amount outstanding under the Note bears interest at the rate of 11.0 % per annum, and interest is payable in cash on a quarterly basis, except that, (a) at Odyssey’s option and upon notice to the holder of the Note, any quarterly interest payment may be satisfied, in lieu of paying such cash interest, by adding an equivalent amount to the principal amount of the Note (“PIK Interest”), 69 Table of Contents and (b) the first quarterly interest payment due under the Note will be satisfied with PIK Interest. The Note provides Odyssey with the right, but not the obligation, upon notice to the holder of the Note to redeem (x) at any time before the first anniversary of the issuance of the Note, all or any portion of the indebtedness outstanding under the Note (together with all accrued and unpaid interest, including PIK Interest) for an amount equal to one hundred twenty percent ( 120 %) of the outstanding principal amount so being redeemed, and (y) at any time on or after the first anniversary of the issuance of the Note, all or any portion of the indebtedness outstanding under the Note (together with all accrued and unpaid interest, including PIK Interest). Unless the Note is sooner redeemed at Odyssey’s option, all indebtedness under the Note is due and payable on September 6, 2024. Under the terms of the Purchase Agreement, Odyssey agreed to use the proceeds of the sale of the Securities to fund Odyssey’s obligations under the Termination Agreement (as defined below), to pay legal fees and costs related to Odyssey’s NAFTA arbitration against the United Mexican States, to pay fees and expenses related to the transactions contemplated by the Purchase Agreement, and for working capital and other general corporate expenditures. Odyssey’s obligations under Note are secured by a security interest in substantially all of Odyssey’s assets (subject to limited stated exclusions). Under the terms of the Warrant, the holder has the right for a period of three years after issuance to purchase up to 3,703,704 shares of Odyssey’s common stock at an exercise price of $ 3.78 per share, which represents 120.0 % of the official closing price of Odyssey’s common stock on the NASDAQ Capital Market immediately preceding the signing of the Purchase Agreement, upon delivery of a notice of exercise to Odyssey. Upon exercise of the Warrant, Odyssey has the option to either (a) deliver the shares of common stock issuable upon exercise or (b) pay to the holder an amount equal to the difference between (i) the aggregate exercise price payable under the notice of exercise and (ii) the product of (A) the number of shares of common stock indicated in the notice of exercise multiplied by (B) the arithmetic average of the daily volume-weighted average price of the common stock on the NASDAQ Capital Market for the five consecutive trading days ending on, and including, the trading day immediately prior to the date of the notice of exercise. The warrant provides for customary adjustments to the exercise price and the number of shares of common stock issuable upon exercise in the event of a stock split, recapitalization, reclassification, combination or exchange of shares, separation, reorganization, liquidation, or the like. In connection with the execution and delivery of the Purchase Agreement, Odyssey entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which Odyssey agreed to register the offer and sale of the shares (the “Exercise Shares”) of Odyssey common stock issuable upon exercise of the Warrant. Pursuant to the Registration Rights Agreement, Odyssey agreed to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement covering the resale of the Exercise Shares and to use its reasonable best efforts to have the registration statement declared effective by the SEC as soon as practicable thereafter, subject to stated deadlines. Purchase Agreement, MINOSA 1 and MINOSA 2 Notes On March 3, 2023, Odyssey, Altos Hornos de México, S.A.B. de C.V. (“AHMSA”), MINOSA and Phosphate One LLC (f/k/a Penelope Mining LLC, “Phosphate One” and together with AHMSA and MINOSA, the “AHMSA Parties”) entered into Settlement, Release and Termination Agreement (the “Termination Agreement”). Pursuant to the Termination Agreement: • Odyssey paid AHMSA $ 9.0 million (the “Termination Payment”) in cash on March 6, 2023; • the parties agreed that, concurrently with the payment of the Termination Payment, a portion of the MINOSA Notes would be deemed automatically converted into 304,879 shares of Odyssey’s common stock; • the MINOSA Notes, the Purchase Agreement, and the Pledge Agreements were terminated; • each of the AHMSA Parties, on the one hand, and Odyssey, on the other, agreed to release the other parties and their respective affiliates, equity holders, beneficiaries, successors and assigns (the “Released Parties”) from any and all claims, demands, damages, actions, causes of action or liabilities of any kind or nature whatsoever under the SPA, the MINOSA Notes, the Minosa Purchase Agreement, or the Pledge Agreements (the “Released Matters”); and • each of the AHMSA Parties, on the one hand, and Odyssey, on the other, agreed not to make any claims against any of the Released Parties related to the Released Matters. The transactions contemplated by the Termination Agreement were completed on March 6, 2023 . On March 6, 2023, Odyssey entered into a Release and Termination Agreement with a director of the Company, James S. Pignatelli, to terminate and release a portion of the MINOSA 2 Note assigned to Mr. Pignatelli in 2021, the related Note Purchase Agreement (“NPA”) and the Pledge Agreement. On March 6, 2023, Odyssey issued a new Unsecured Convertible Promissory Note in the principal amount of $ 500,000 to Mr. Pignatelli that bears interest at the rate of 10.0 % per annum convertible into common stock of Odyssey at a conversion price of 70 Table of Contents $ 3.78 per share. Pursuant to the Release and Termination Agreement with Mr. Pignatelli noted above, he agreed, in exchange for the issuance of this Unsecured Convertible Promissory Note by Odyssey, to release the assigned portion of the MINOSA 2 note issued by Odyssey Marine Exploration, Inc., a wholly owned subsidiary of the Company, to Mr. Pignatelli in the principal amount of $ 404,634 and convertible at a conversion price of $ 4.35 per share, pursuant to which the outstanding aggregate obligation with accrued interest was $ 630,231 . Litigation Financing Waiver and Consent On March 6, 2023, the Claimholder and the Funder under the Agreement entered into a Waiver and Consent Agreement, pursuant to which, among other things, (i) the Funder provided a waiver and consent to allow the Claimholder to fund certain costs and expenses arising from the Subject Claim from the Claimholder’s own capital in an aggregate amount not to exceed $ 5,000,000 , and (ii) Odyssey paid a $ 1,000,000 nonrefundable waiver fee to the Funder. Sale/Leaseback Arrangement On March 30, 2023 , Odyssey reached agreement on the terms of a sale/leaseback arrangement for certain of its marine equipment. The definitive documentation is expected to be effective in early April 2023 and the $ 3 million sale/leaseback transaction is expected to close within 60 days of effectiveness. A portion of the proceeds of the transaction will be used to repay the Seller Note. 71 Table of Contents S CHEDULE II – VALUATION and QUALIFYING ACCOUNTS For the Fiscal Years of 2019, 2020 and 2021 ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES Balance at Beginning of Year Charged (Credited) to Expenses Charged (Credited) to Other Accounts Deductions Balance at End of Year Inventory reserve 2020 — — — — — 2021 — — — — — 2022 — — — — — Accounts receivable reserve 2020 — — — — — 2021 — — — — — 2022 — — — — — 72 Table of Contents EXHIBITS INDEX Exhibit Number Description 3.1 Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-KSB for the year ended February 28, 2001) 3.2 Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K dated February 28, 2006) 3.3 Certificate of Amendment filed with the Nevada Secretary of State on June 6, 2011 (incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K filed June 7, 2011) 3.4 Certificate of Amendment filed with the Nevada Secretary of State on February 18, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K filed February 19, 2016) 3.5 Certificate of Change filed with the Nevada Secretary of State on February 18, 2016 (incorporated by reference to Exhibit 3.2 to the Company’s Report on Form 8-K filed February 19, 2016) 3.6 Certificate of Withdrawal filed with the Nevada Secretary of State on June 29, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K filed July 6, 2016) 3.7 Amendment to Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K filed August 15, 2017) 4.1 Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 8-K filed November 2, 2018) 4.2 Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019) 4.3 Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 8-K filed August 25, 2020) 10.1* 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to the Company’s Report on Form 8-K dated August 3, 2005) 10.2* Employment Agreement dated August 7, 2014, between the Company and Mark D. Gordon (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014) 10.3* 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K dated January 2, 2015) 10.4 Stock Purchase Agreement dated March 11, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K dated March 13, 2015) 10.5 Promissory Note dated March 11, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K dated March 13, 2015) 10.6 Pledge Agreement dated March 11, 2015 (incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 8-K dated March 13, 2015) 10.7 Amendment No. 1 to Stock Purchase Agreement dated April 10, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K dated April 15, 2015) 10.8 Amendment No. 1 to Promissory Note dated April 10, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K dated April 15, 2015) 10.9 Amendment No. 1 to Pledge Agreement dated April 10, 2015 (incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 8-K dated April 15, 2015) 10.10 Amendment No. 2 to Promissory Note dated October 1, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K dated October 5, 2015) 10.11 Convertible Promissory Note dated March 18, 2016 (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K dated March 18, 2016) 73 Table of Contents 10.12 Loan and Security Agreement dated April 15, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K dated April 21, 2016) 10.13 Convertible Promissory Note dated April 15, 2016 (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K dated April 21, 2016) 10.14 Note Purchase Agreement dated August 10, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed August 15, 2017) 10.15 Convertible Promissory Note dated August 10, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed August 15, 2017) 10.16 Second Amended and Restated Convertible Promissory Note dated August 10, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 8-K filed August 15, 2017) 10.17 Second Amended and Restated Waiver and Consent and Amendment No. 5 to Promissory Note and Amendment No. 2 to Stock Purchase Agreement dated August 10, 2017 (incorporated by reference to Exhibit 10.4 to the Company’s Report on Form 8-K filed August 15, 2017) 10.18 Share Purchase Agreement dated April 9, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Amendment No. 1 to Quarterly Report on Form 10-Q/A filed July 26, 2019) 10.19 Second Amended and Restated International Claims Enforcement Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed April 22, 2020) 10.20 Second Amendment to Note and Warrant Purchase Agreement and Note and Warrant Modification Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed August 9, 2019) 10.21 Note and Loan Agreement dated April 16, 2020 between Odyssey Marine Exploration, Inc. and Fifth Third Bancorp (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed April 22, 2020) 10.22 Loan Authorization, Note and Security Agreement dated May 16, 2020 and executed on June 26, 2020 between Odyssey Marine Exploration, Inc. and the U.S. Small Business Administration (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed June 30, 2020) 10.23 Third Amendment to Note and Warrant Purchase Agreement and Note and Warrant Modification Agreement dated August 14, 2020 among Odyssey Marine Exploration, Inc. and the Lenders (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed August 20, 2020) 10.24 Form of Warrant to Purchase Common Stock issued by Odyssey Marine Exploration, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed August 20, 2020) 10.25 Form of Warrant to Purchase Common Stock issued by Odyssey Marine Exploration, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed August 20, 2020) 10.26 Form of Purchase Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 8-K filed August 25, 2020) 10.27 Third Amended and Restated International Claims Enforcement Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed June 17, 2021) 10.28 Termination and Settlement Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed October 5, 2021) 10.29 Form of Subscription Agreement between the Company and each investor named therein (incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K filed June 10, 2022) 10.30 Form of Warrant Agreement between the Company and each investor named therein (incorporated by reference to Exhibit 10.2 to the Company's Report on Form 8-K filed June 10, 2022) 10.31 Note and Warrant Purchase Agreement dated March 6, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K filed March 10, 2023) 10.32 Promissory Note dated March 6, 2023 (incorporated by reference to Exhibit 10.2 to the Company's Report on Form 8-K filed March 10, 2023) 74 Table of Contents 10.33 Warrant to Purchase Common Stock dated March 6, 2023 (incorporated by reference to Exhibit 10.3 to the Company's Report on Form 8-K filed March 10, 2023) 10.34 Registration Rights Agreement dated March 6, 2023 (incorporated by reference to Exhibit 10.4 to the Company's Report on Form 8-K filed March 10, 2023) 10.35 Settlement, Release and Termination Agreement dated March 3, 2023 (incorporated by reference to Exhibit 10.5 to the Company's Report on Form 8-K filed March 10, 2023) 21.1 Subsidiaries of the Registrant (filed herewith electronically) 23.1 Consent of Warren Averett LLC, Independent Accountants (filed herewith electronically) 23.2 Consent of Warren Averett LLC, Independent Accountants (filed herewith electronically) 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith electronically) 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith electronically) 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (filed herewith electronically) 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith electronically) 101.1 Inline XBRL Interactive Data File 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained within Exhibit 101) * Management contract or compensatory plan. ITEM 16. FORM 10-K SUMMARY None. 75 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ODYSSEY MARINE EXPLORATION, INC. Dated: March 31, 2023 By: / S / Mark D. Gordon Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE / S / Mark D. Gordon Chief Executive Officer (Principal Executive Officer) and Chairman of the Board March 31, 2023 Mark D. Gordon / S / John D. Longley President and Chief Operating Officer March 31, 2023 John D. Longley / S / Christopher E. Jones Chief Financial Officer (Principal Financial Officer) March 31, 2023 Christopher E. Jones / S / Laura L. Barton Chief Business Officer and Director March 31, 2023 Laura L. Barton / S / John C. Abbott Director March 31, 2023 John C. Abbott / S / James S. Pignatelli Director March 31, 2023 James S. Pignatelli / S / Jon D. Sawyer Director March 31, 2023 Jon D. Sawyer / S / Todd E. Siegel Director March 31, 2023 Todd E. Siegel / S / Mark B. Justh Lead Director March 31, 2023 Mark B. Justh 76