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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-05-17 · 956 added, 2000 removed, 570 unchanged (84% of the section changed)

CONTROLS AND PROCEDURES

Management’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.

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 Annual Report on Form 10-K, are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls are also designed to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and principal 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 judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision and with the participation of our management, including our CEO, who is currently also acting as our CFO for this purpose, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act as of the end of the period covered by this report.

Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were not effective as of December 31, 2024, as the result of the material weakness in our internal control over financial reporting discussed below, which is currently being remediated.

Notwithstanding the material weakness in our internal control over financial reporting, management believes the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial condition, results of operations and cash flows for each of the periods presented in this report in conformity with US GAAP.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f)and 15d-15(f).

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.

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Due to the material weakness described below with respect to our internal control over financial reporting relating to the appropriate review of accounting positions for certain significant transactions, management has concluded that our internal control over financial reporting was not effective as of December 31, 2024.

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 Comprehensive Form 10-K, are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were not effective as of December 31, 2023, as the result of the material weakness in our internal control over financial reporting discussed below, which is currently being remediated.

Notwithstanding the material weaknesses, management believes the consolidated financial statements included in this Comprehensive Form 10-K present fairly, in all material respects, the Company’s financial condition, results of operations and cash flows for each of the periods presented in this report in conformity with US GAAP.

Material Weakness in Internal Control over Financial Reporting

In early 2023, we transitioned from an outdated enterprise resource planning (“ERP”) system and, as a result, we are not able to access and to provide evidence of the existence of appropriate user roles, controls and review for the year ended December 31, 2022, under our old ERP system in conjunction with the Restatement of our 2022 consolidated financial statements.

This deficiency was remediated in 2023 by our transition to a new ERP system.

In connection with our evaluation for the year ended December 31, 2023, we identified material weaknesses in our internal control over financial reporting for the years ended December 31, 2023 and 2022, relating to the appropriate review of accounting positions for certain significant transactions.

Specifically, (a) the Company does not have sufficient resources with the adequate technical skills to identify and evaluate specific accounting positions and conclusions, and (b) the Company has inadequate processes and controls to ensure appropriate level of precision of review related to our financial statement footnote disclosures.

The material weakness resulted in a material misstatement in our financial statements or disclosures as set forth in this Comprehensive Form 10-K, and restatements were required of our previously released interim and audited consolidated financial statements.

Remediation Efforts to Address Material Weakness

In connection with our evaluation for the year ended December 31, 2023, we identified a material weakness in our internal control over financial reporting as of December 31, 2023, relating to the appropriate review of accounting positions for certain significant transactions.

Specifically, (a) the Company did not have sufficient resources with the adequate technical skills to identify and evaluate specific accounting positions and conclusions, and (b) the Company had inadequate processes and controls to ensure appropriate level of precision of review related to our financial statement footnote disclosures.

The material weakness resulted in material misstatement in our financial statements and disclosures for certain prior periods as set forth in our Comprehensive Form 10-K Report for the year ended December 31, 2023, and restatements were required of our previously released interim or audited consolidated financial statements for certain periods.

Remediation Efforts to Address Prior Material Weakness

Management is committed to maintaining a strong internal control environment.

In response to the identified material weakness in internal control over financial reporting, management, with the oversight of the Audit Committee of the Board of Directors, has taken actions to remediate the material weakness in internal control over financial reporting by (a) engaging experienced personnel with responsibility for monitoring the performance of controls by control owners, (b) commencing an evaluation of the skills and experience of our existing personnel with respect to public company experience and appropriate level of expertise in the respective areas of accounting, SEC financial reporting and associated internal controls commensurate with the type, volume and complexity of our accounting operations, transactions and reporting requirements, and (c) engaging accounting advisory consultants to provide additional depth and breadth in our technical accounting, which we will continue to utilize as appropriate until we have ensured that our personnel have the appropriate expertise and experience or to supplement the expertise of our personnel.

In response to the identified material weakness, management, with the oversight of the Audit Committee of the Board of Directors, has taken actions to remediate the material weakness in internal control over financial reporting by (a) engaging an Interim Controller with responsibility for monitoring the performance of controls by control owners, (b) continuing our evaluation of the skills and experience of our existing personnel with respect to public company experience and appropriate level of expertise in the respective areas of accounting, SEC financial reporting and associated internal controls commensurate with the type, volume and complexity of our accounting operations, transactions and reporting requirements, and (c) engaging accounting advisory consultants to provide additional depth and breadth in our SEC financial reporting and technical accounting functions, which consultants we expect to continue to utilize until we have ensured that our internal personnel have the appropriate expertise and experience.

In addition, we have reinforced the importance of adherence to Company policies regarding control performance and related documentation with control owners, identified training and resource needs for control owners, and developed monitoring activities to validate the performance of controls by control owners.

The Company anticipates the actions described above and resulting improvements in controls will strengthen the Company’s processes, procedures and controls related to management’s review of accounting positions for our transactions and will address the related material weakness.

The Company anticipates that the actions described above and resulting improvements in controls will strengthen the Company's processes, procedures and controls related to management's review of accounting positions for significant and complex transactions and will address the related material weakness.

However, the material weakness cannot be considered remediated until the applicable control has operated for a sufficient period of time, and management has concluded, through testing, that the control is operating effectively.

Changes in Internal Control over Financial Reporting

Other than the remediation of the material weakness in internal control relating to information technology described above, the material weakness in internal control over financial reporting described above, and the ongoing remediation of such material weakness, there were no changes during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the ongoing remediation efforts of the material weakness described above, there were no changes during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

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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 10, 2024.

Certain information required under this Item will be contained in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the year ended December 31, 2024 (the “Proxy Statement”), which information is incorporated by reference herein.

Certain other information relating to the Executive Officers of the Company appears in Part I of this Annual Report on Form 10-K under the heading “Executive Officers of the Registrant,” which information is incorporated by reference herein.

Code of Ethics

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.

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We will provide a copy of any of these documents to stockholders free of charge upon request to the Company.

Insider Trading Policy

Information regarding our Insider Trading Policy will be contained in our Proxy Statement under the caption “Insider Trading Policy” and is incorporated herein by reference.

A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

Executive Officer Clawback Policy

Information regarding our Executive Officer Clawback Policy will be contained in our Proxy Statement under the caption “Executive Officer Clawback Policy” and is incorporated herein by reference.

A copy of our Executive Officer Clawback Policy is filed with this Annual Report on Form 10-K as Exhibit 97.1.

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.

The information required under this Item will be contained in the Company’s Proxy Statement to be filed with the SEC within 120 days after the year ended December 31, 2024, which information is incorporated by reference herein.

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.

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 to be filed with the SEC within 120 days after the year ended December 31, 2024.

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 to be filed with the SEC within 120 days after the year ended December 31, 2024.

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.

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.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Comprehensive Form 10-K:

The following documents are filed as part of this Annual Report on Form 10-K:

Consolidated Financial Statements

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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.

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 Comprehensive Form 10-K.

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.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Notes to the Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

R EPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

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We have audited the accompanying consolidated balance sheets of Odyssey Marine Exploration, Inc.

(a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

(a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company incurred net operating losses during the year ended 2023, and as of December 31, 2023, the Company’s current liabilities exceeded its current assets by $26.6 million, and its total liabilities exceeded its total assets by $85.9 million.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements, the Company incurred a loss from operations of $12 million during the year ended December 31, 2024, and as of that date, the Company’s current liabilities exceeded its current assets by $16 million and its total liabilities exceeded its total assets by $79 million.

These conditions, along with other matters as set forth in Note 1, raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Restatement of previously issued financial statements

As discussed in Note 2, the 2022 consolidated financial statements have been restated to correct a misstatement.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated 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.

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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.

Critical audit matter

The critical audit matter communicated below are matters arising from the current period audit of the consolidated 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 consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Accounting and Valuation of Litigation Financing

As described further in note 12 to the financial statements, the Company entered into an agreement with a Funder to provide financial assistance in the Company’s claim 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.

The Company determined that the financing arrangement was a derivative and measured at fair value each reporting period.

The fair value of this derivative instrument at December 31, 2023 is $52.1 million and is recorded in “Litigation financing and other” on the consolidated balance sheet.

The determination of fair value of the litigation financing derivative liability involved a probability weighted present value of potential outcomes, which is determined by management estimates and assumptions.

We identified the accounting and valuation of litigation financing as a critical audit matter.

The principal consideration for our determination that the accounting and valuation of litigation financing is a critical audit matter is that the interpretation and application of the relevant accounting literature required significant auditor judgment, and the assumptions used in determining the valuation, specifically the discount rate and probabilities of outcomes involved a high degree of subjectivity.

Our audit procedures related to the accounting and valuation of litigation financing included the following, among others.

We evaluated the Company’s accounting memoranda and other documentation, including application of the relevant accounting guidance.

We compared the underlying terms of the International Claims Enforcement Agreement to management’s accounting memoranda and independently interpreted and applied the accounting literature to the transaction.

We evaluated the reasonableness of management’s assessment of probabilities of outcomes by reviewing publicly available information, discussions with management and legal counsel regarding the status of the case and comparing the model to the legal terms of the agreement.

As described further in Note 9 to the consolidated financial statements, the Company entered into an agreement with a Funder to provide financial assistance in the Company’s claim 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.

The Company determined that the financing arrangement was a derivative and should be measured at fair value each reporting period.

The fair value of this derivative

instrument is recorded in “Litigation Financing and other” on the consolidated balance sheets.

The determination of fair value of the litigation financing derivative liability requires management to make significant estimates and assumptions, including the probability of expected outcomes and the corresponding cash flows associated with such outcomes.

We identified the accounting for and valuation of litigation financing as a critical audit matter.

The principal consideration for our determination that the accounting for and valuation of litigation financing is a critical audit matter is that the interpretation and application of the relevant accounting literature required significant auditor judgment, including the need to involve a subject matter expert, and the assumptions used in determining the valuation, specifically the discount rate and probabilities of outcome, involved a high degree of subjectivity.

Our audit procedures related to the accounting for and valuation of litigation financing derivative included the following, among others.

• We evaluated the Company’s accounting memoranda and other documentation regarding application of the relevant accounting guidance.

• We compared the underlying terms of the International Claims Enforcement Agreement and the Arbitration Award to management’s accounting memoranda and with the assistance of our internal subject matter expert, independently interpreted and applied the accounting literature to the Litigation financing agreement.

• We evaluated the reasonableness of management’s assessment of probabilities of outcomes by reviewing publicly available information, discussing with management and legal counsel as well as the Company’s external counsel regarding the status of the case, and comparing the model to the legal terms of the agreement.

We inspected minutes of the meetings of the Board of Directors and committees of the Board of Directors to search for any contradictory evidence which may indicate that the probabilities used by management might not be appropriate.

With the assistance of our valuation specialists, we evaluated the appropriateness of the model used in determining the fair value of litigation financing derivative liability.

We also performed an independent valuation of the discount rate from external market data and compared it to the discount rate management used in the model.

Accounting for Equity Method Investment in Ocean Minerals, LLC

As described further in note 7 to the financial statements, the Company closed on a unit purchase agreement in July 2023 to acquire a minority share interest in Ocean Minerals, LLC (“OML Purchase Agreement”).

The Company currently holds approximately 6% interest at December 31, 2023.

The investment is a variable interest entity (“VIE”), of which the Company is not the primary beneficiary, and therefore not consolidated, but is accounted for as an equity method investment included in “Investment in unconsolidated entities” on the consolidated balance sheet at December 31, 2023 as the Company determined it had significant influence over the investee.

The OML Purchase Agreement also included other features, including an equity exchange agreement, forward purchase contracts and optional units, which are included in “Put option liability”, “Forward contract liability” and “Option to purchase equity securities in related parties”, respectively on the consolidated balance sheet at December 31, 2023.

We identified accounting for the OML Purchase Agreement as a critical audit matter.

The principal considerations for our determination that the accounting for the OML Purchase Agreement is a critical audit matter is the complexity of the agreement and interpretation and application of the relevant accounting literature required subjective auditor judgment given the multiple features.

Auditing management’s application of the appropriate guidance required challenging and significant auditor judgment, including the need to involve an internal subject matter expert.

There was also significant judgment by management when determining whether the Company is the primary beneficiary of the VIE.

Our audit procedures related to the accounting for the OML Purchase Agreement included the following, among others.

We evaluated the Company’s accounting memoranda and other documentation, including application of the relevant accounting guidance.

We compared the underlying terms of the OML Purchase Agreement to the Company’s accounting memoranda and with the assistance of our internal subject matter expert, independently interpreted the application of the accounting literature to the transaction.

We evaluated management’s analysis of significant activities of the VIE and which variable interest holder has the power to direct such activities.

In our evaluation, we considered the purpose and design of the entity, the composition of the board of directors and other legal rights of the parties, including the significance of the decision making rights of each party in assessing which party has the power to direct the activities that most significantly affect the performance of the VIE, as well as the substance of the arrangements.

Investment in unconsolidated entity – CIC Limited

As described further in note 7 to the financial statements, the Company has approximately 15% interest in CIC, Limited.

The investment is a variable interest entity, of which the Company is not the primary beneficiary and is accounted for as a cost method investment, included in “Investment in unconsolidated entities” on the consolidated balance sheet at December 31, 2023.

We identified the determination of the primary beneficiary of the CIC Limited investment as a critical audit matter.

The principal considerations for our determination of the primary beneficiary of the CIC Limited investment as a critical audit matter due to the complexity of the accounting principles related to the determination of the primary beneficiary of a VIE and the significant judgment required by management in evaluating the agreement and structure of the CIC Limited investment in determining the primary beneficiary.

Our audit procedures related to the determination of the primary beneficiary of the CIC Limited investment included the following, among others.

We evaluated management’s analysis of significant activities of the VIE and which variable interest holder has the power to direct such activities.

We compared the rights of each party to underlying executed legal documents and discussed with management the purpose and design of the VIE.

We evaluated the Company’s accounting memoranda and other documentation, including application of the relevant accounting guidance.

• Withthe assistance of our valuation specialists, we evaluated the appropriateness of the model used in determining the fair value of derivative liabilities.

We also performed an independent estimation of the discount rate from external market data and compared it to the discount rate management used in the model.

/s/ GRANT THORNTON LLP

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Tampa, Florida

March 31, 2025

ODYSSEY MARINE EXPLORATION, INC.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2023

December 31, 2022

(As Restated)

C ONSOLIDATED BALANCE SHEETS

CURRENT ASSETS

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Accounts and other related party receivables

Short-term notes receivable from related party

Other current assets

Total current assets

NON-CURRENT ASSETS

Investment in unconsolidated entities

Option to purchase equity securities in related parties

Option to purchase equity securities in related party

Bismarck exploration license

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Right-of-use - operating leases

Other non-current

Total non-current

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Other non-current assets

Total non-current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)

CURRENT LIABILITIES

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Loans payable

Debt derivative liability

Warrant liabilities

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Deferred contract liability

Operating lease liability

Total long-term liabilities

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Commitments and contingencies (Note 11)

STOCKHOLDERS’ DEFICIT

STOCKHOLDERS’ EQUITY/(DEFICIT)

Preferred stock – $ 0.0001 par value;

24,984,166 shares authorized;

no ne outstanding

none issued and outstanding

Common stock – $ 0.0001 par value;

75,000,000 shares authorized;

20,420,896 and 19,540,310 issued and outstanding

Additional paid-in

28,825,333 and

20,420,896 issued and outstanding

Additional paid-in capital

Accumulated deficit

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( 296,096,957

Total stockholders’ deficit before non-controlling

Non-controlling

Total stockholders’ deficit before non-controlling interest

Non-controlling interest

Total stockholders’ deficit

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(As Restated)

C ONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended December 31,

Marine services

Other services

Operating and other

Total revenue

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Interest expense

Loss on equity method investment

Gain on Cuota Appreciation Rights extinguishment

Gain on debt extinguishment

Income / (Loss) on equity method investment

Change in derivative liabilities fair value

Gain / (Loss) on debt extinguishment

Residual economic interest in shipwreck

Loss on Termination Agreement (Note 5)

Total other income / (expense)

(LOSS) BEFORE INCOME TAXES

INCOME / (LOSS) BEFORE INCOME TAXES

Income tax benefit

attributable to noncontrolling interest

NET INCOME / (LOSS)

Net loss attributable to non-controlling interest

NET INCOME / (LOSS) attributable to Odyssey Marine Exploration, Inc.

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY / (DEFICIT)

Stock – Shares

Year Ended December 31, 2021 (As Reported)

( 275,090,857

Cumulative effect of change of Restatement

Balance as of January 1, 2022 (As Restated)

( 279,362,917

Common stock issued for cash

Share-based compensation

Director compensation settled with equity

Cancellation of stock awards for payment of withholding tax requirements

Prior years accrued incentives settled with stock options

Year Ended December 31, 2022 (As Restated)

C ONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY / (DEFICIT)

Preferred Stock

Paid-in Capital

Non-controlling

Balance at December 31, 2022

( 301,442,776

Share-based compensation

Director compensation paid with share-based instruments

Director compensation paid in share-based instruments

Cancellation of stock awards for payment of withholding tax requirements

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Net income/(loss)

Year Ended December 31, 2023

Balance at December 31, 2023

( 296,096,957

Share-based compensation

Cancellation of stock awards for payment of withholding tax requirements

Director compensation paid in stock

Fair value of warrants classified as liabilities

Common stock issued in connection with Securities Purchase Agreement (Note 12)

Common stock issued for convertible debt conversion

Common stock issued and exchanged with related party

Net income/(loss)

Balance at December 31, 2024

( 280,439,023

The accompanying notes are an integral part of these consolidated financial statements.

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(As Restated)

C ONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Adjustments to reconcile net loss to net cash used in operating activities:

Services provided to unconsolidated entity

Net income/(loss)

Adjustments to reconcile net income/(loss) to net cash provided by (used in) operating activities:

Services provided to unconsolidated entities

Financing fees amortization

Amortization of finance liability

Amortization of loan prepayment premium

Amortization of deferred discount

Note payable interest accretion

Note payable interest paid in kind

Note interest paid-in-kind ("PIK")

Note receivable interest accretion

Right of use asset amortization

Right-of-use ("ROU") asset amortization

Share-based compensation

Director compensation settled with equity

Amortization of deferred discount

Director compensation paid in stock

Loss on equity method investment

Gain on debt extinguishment

Gain on sale of equipment

Change in derivatives liabilities fair value

(Gain) loss on debt extinguishment

Loss on Termination Agreement

Loss on sale of equipment

Change in derivatives liability fair value

(Increase) decrease in:

Accounts and other related party receivables

Accounts receivable and other related party receivables

Short-term notes receivable, related party

Change in operating lease liability

Changes in operating lease liability

Accounts payable

Accrued expenses and other

NET CASH (USED IN) OPERATING ACTIVITIES

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES:

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Cash paid for investment in unconsolidated entity

Repayment of loan from related party

Advance to related party

NET CASH (USED IN) BY INVESTING ACTIVITIES

ODYSSEY MARINE EXPLORATION, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued

(As Restated)

Proceeds from related party

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of loans payable

Proceeds from loans

Payment of debt obligation

Cancellations of stock awards for payment of withholding tax requirements

Repurchase of stock-based awards withheld for payment of withholding tax requirements

Offering cost paid on financing

Payment of debt obligations

Proceeds from sale leaseback financing, net

Payment on sale leaseback financing

Offering cost paid on sale of common stock

Proceeds from issuance of common stock

Financing offering costs

Proceeds from warrants exercised

NET CASH PROVIDED BY FINANCING ACTIVITIES

Proceeds from issuance of common stock

Payment on sale leaseback financing

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

NET INCREASE/(DECREASE) IN CASH

CASH AT BEGINNING OF YEAR

CASH AT END OF YEAR

(As Restated)

SUPPLEMENTARY INFORMATION:

CASH AT BEGINNING OF PERIOD

CASH AT END OF PERIOD

ODYSSEY MARINE EXPLORATION, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued

Year Ended December 31,

SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid

Income taxes paid

Prior year director compensation settled with equity

Accrued expenses converted to equity

Director compensation settled with equity

NON-CASH INVESTING AND FINANCING TRANSACTIONS:

Conversion of debt to common stock

Common stock issued and exchanged with related party

Fair value of liability warrants issued

Debt extinguished and paid in common stock

Conversion of debt to common stock

contribution of investment in Odyssey Retriever, Inc.

Non-cash contribution of investment in Odyssey Retriever, Inc.

for equity interest in OML

Embedded debt derivative liability

Put option liability

Capital expenditures financed

Capital expenditures included in accounts payable

Conversion of accounts receivable to note receivable

During the years ended December 31, 2023 and 2022, we received $ 4,633 and $ 5,381,588 , respectively, in non-cash

financing associated with our litigation financing as described in NOTE 12 Fair Value Financial Instruments – Litigation Financing.

The funder paid this amount directly to vendors used in our North American Free Trade Agreement (“NAFTA”) arbitration support.

On December 27, 2023, 37North SPV 11, LLC (“37N”) delivered an exercise notice to us pursuant to which it exercised its right to convert $ 300,003 of the outstanding indebtedness under the Note Agreement into shares of our Common Stock.

In accordance with the Note Agreement and, based on the applicable conversion rate of $ 2.3226 under the agreement, we issued 155,000 shares of our Common Stock with a market value of $ 360,003 to 37N on December 29, 2023.

During December 2023, we recorded a debt discount of $ 2,381,004 with a corresponding increase to a liability account for the fair value of certain warrants that were issued to the funder.

We incurred $ 65,380 in fees related to this financing.

The total proceeds of $ 6.0 million were allocated between debt and equity for the warrants based on the relative fair value of the two instruments.

Under the April 4, 2023 and June 30, 2023 sale-leaseback arrangements, we incurred lender fees of $ 350,000 and $ 100,000 , respectively, as a cost of the financing obligation.

During the year ended December 31, 2023, we recorded a debt discount of $ 3,742,362 and a corresponding increase to additional paid in capital for the fair value of certain warrants that were issued to the funder.

We incurred $ 98,504 in related fees associated with this financing.

The total proceeds of $ 14.0 million were allocated between debt and equity for the warrants based on the relative fair value of the two instruments.

On March 3, 2023, Odyssey, AHMSA, MINOSA and Phosphate One entered into the Termination Agreement whereby 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 at a share market price of $ 3.28 per share.

Warrants reclassification from Equity to Liability classification

The accompanying notes are an integral part of these financial statements.

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AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION

N OTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BUSINESS AND BASIS OF PRESENTATION

Odyssey Marine Exploration, Inc.

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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 contracted services or collecting on amounts owed to us.

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 2025 business plan requires us to generate new cash inflows to effectively allow us to perform our planned projects.

We 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 December 1, 2023, we entered into the December 2023 Note Purchase Agreement with institutional investors pursuant to which we issued and sold to the investors the December 2023 Notes in the principal amount of up to $ 6.0 million and the December 2023 Warrants to purchase shares of our common stock.

We issued December 2023 Notes in the aggregate amount of $ 3.75 million and related warrants on December 1, 2023, and December 2023 Notes in the aggregate amount of $ 2.25 million and related warrants on December 28, 2023.

On May 3, 2024, we received a payment of approximately $ 9.4 million arising from a residual economic interest in a salvaged shipwreck.

The balance of the proceeds from the December 2023 Notes and a portion of the proceeds received in May 2024, together with other anticipated cash inflows, are expected to provide operating funds through at least the third quarter of 2024.

Our consolidated non-restricted

cash balance at December 31, 2023 was $ 4.0 million.

We have a working capital deficit at December 31, 2023 of $ 26.6 million.

The total consolidated book value of our assets was approximately $ 22.8 million at December 31, 2023, which includes cash of $ 4.0 million.

The fair market value of these assets may differ from their net carrying book value.

The factors noted above raise substantial doubt about our ability to continue as a going concern.

We continually plan to generate new cash inflows through the monetization of our equity stakes in seabed mineral companies, financings, syndications or other partnership opportunities.

If cash inflow becomes insufficient to meet our desired projected business plan requirements, we would be required to follow a contingency business plan based on curtailed expenses and fewer cash requirements.

In 2024, we received a payment of approximately $ 9.8 million arising from a residual economic interest in a salvaged shipwreck.

In addition, in December 2024, we entered into the following agreements to partially address the Company's liquidity position for the next twelve months:

• Securities Purchase Agreement - the Company entered into a Securities Purchase Agreement (“SPA”) pursuant to which the Company issued and sold an aggregate of 7,377,912 shares of common stock at a purchase price of $ 0.55 per share, for an aggregate purchase price of $ 4.1 million.

Refer to Note 12, Stockholders’ Equity/(Deficit) for the terms and additional information on the Securities Purchase Agreement.

• March 2023 Notes (as defined in Note 7, Loans Payable ) - the Company entered into an Amendment to Note and Warrant Purchase Agreement (the “March 2023 NWPA Amendment”) on December 20, 2024, pursuant to which it, among other things, (a) extended the maturity of the March 2023 Notes to December 31, 2025.

Refer to Note 7, Loans Payable for the terms and additional information on the March 2023 NWPA Amendment.

• December 2023 Notes (as defined in Note 7, Loans Payable ) - the Company entered into an Amendment to Note and Warrant Purchase Agreement (the “December 2023 NWPA Amendment”) on December 20, 2024, pursuant to which it, among other things, (a) extended the maturity of the March 2023 Notes to April 1, 2026.

Refer to Note 7, Loans Payable for the terms and additional information on the December 2023 NWPA Amendment.

Our consolidated non-restricted cash balance at December 31, 2024, was $ 4.8 million .

We had a working capital deficit at December 31, 2024, of $ 16.7 million .

The total consolidated book value of our assets was approximately $ 18.5 million at December 31, 2024, which includes the cash balance of $ 4.8 million .

The factors noted above raise doubt about our ability to continue as a going concern.

Although the steps taken by management, as outlined above, provide liquidity to the Company and position the Company to continue operating, the doubt about our ability to continue as a going concern has not been alleviated.

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.

NOTE 2 – RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

During the preparation of our consolidated financial statements for the period ended September 30, 2023, the Company reevaluated its accounting treatment of the International Claims Enforcement Agreement (the “Agreement” and the funding provided pursuant to the Agreement, as amended or amended and restated from time to time, the “Litigation Financing”) entered into on June 14, 2019, by Odyssey and Exploraciones Oceánicas S.

de C.V., our Mexican subsidiary (“ExO” and, together with Odyssey, the “Claimholder”), and Poplar Falls LLC (the “Funder”), pursuant to which the Funder agreed to provide funding 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”).

We determined that the Litigation Financing should be accounted for and classified as a derivative liability on the balance sheet, measured at fair value at each reporting date, with the corresponding change in market value being accounted for in the statement of operations with fees recognized as expenses when incurred.

At the inception of the Litigation Financing in 2019, the Company, with the assistance of external accounting advisors, concluded that it should account for the Litigation Financing as a loan payable, and the related accrued interest as a short-term liability, in its consolidated financial statements beginning in the second quarter of 2019.

We accounted for the Litigation Financing accordingly in our financial statements beginning with the interim period ended June 30, 2019, through the interim period ended June 30, 2023.

The change in accounting treatment does not reflect any change in the Company’s expectations regarding the outcome of the Arbitration or any amendment or modification of the Litigation Financing, or of the Company’s anticipated cash flows.

It is a change in the accounting treatment of the Litigation Financing resulting in certain adjustments in the financial statements.

Our opening stockholders’ deficit at January 1, 2022 was adjusted by the amount of $ 4,501,234 as a result of this restatement.

Additional Corrections

During the preparation of our consolidated financial statements for the period ended September 30, 2023, and the restated consolidated financial statements, we reevaluated our accounting treatment with respect to certain other transactions and determined that there were certain errors in the accounting treatment of those transactions.

The Company has corrected the accounting of those transactions in these financial statements.

The accounting treatments corrected in the restated financial statements include the following:

CIC Equity Investment Adjustment

– A correction of an error was made to Loss on Equity Method Investment of $ 503,100 during the year ended December 31, 2022, to correct its investment in CIC LLC as an equity method investment through August 31, 2020, when our investment in CIC LLC was converted to an investment in CIC Limited.

The CIC LLC investment was incorrectly recorded under the cost method.

We no longer have an investment in CIC LLC.

Our investment is now in CIC Limited, which is accounted for as a cost method investment.

CIC Services Agreement Adjustment

– Under the terms of the Master Services Agreement (“MSA”), Odyssey provides services to CIC Limited in return for additional CIC Limited Shares at a fixed price (“Service Option”).

Additionally, the MSA includes an option to purchase CIC Limited Shares that have not been exchanged for services at a fixed price (“Cash Option”).

Odyssey Management determined that revenue from the Service Option provided subject to the MSA are within the scope of ASC 606.

A correction of an error was made to record the $ 1,488,973 fair value of the Cash Option with a contra liability in the form of a deferred revenue at January 1, 2022.

Subsequently, corrections of an error at December 31, 2022 was recorded based on the settlement of the MSA through services provided or cash settlement.

2022 Warrant Issuance

– Management determined that the 2022 Warrants previously accounted for as equity are not indexed to the Company’s own stock, and as such, they are accounted for as derivative liabilities and subsequently remeasured to fair value at each reporting date with changes in fair value being recorded in earnings.

During the second quarter of 2022, a correction of an error was made to reclassify from Equity to Derivative Financial Instrument as described in this Note.

Other Adjustments:

Monaco Note Payable Adjustmen

t - Management determined that the Beneficial Conversion Feature within the Monaco Termination and Settlement Agreement is an embedded derivative and should be initially and subsequently measured at fair value, with changes in fair value reported in earnings.

A correction of an error was made to Equity to record the fair value of the Beneficial Conversion Feature of $ 232,175 at December 31, 2022.

Capitalization of ROV Expense adjustment

– The Company capitalized refurbishments costs of its Retriever asset that were previously expensed of $ 131,123 during the year ended December 31, 2022.

The following presents a reconciliation of the impacted financial statement line items as previously reported to the restated amounts as of and for the year ended December 31, 2022:

Consolidated Balance Sheet As of December 31, 2022

Corrected Consolidated Balance Sheet

Investment in

Unconsolidated

Other Adjustment

Investment in unconsolidated entities

Option to purchase equity securities in related parties

Property and equipment, net

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Accounts payable

Accrued expenses

Loans payable

Litigation financing and other

Deferred revenue

Warrant liability

Total liabilities

Commitments and contingencies (Note 18)

STOCKHOLDERS’ DEFICIT

Additional paid-in capital

Accumulated deficit

( 298,231,607

( 301,442,776

Total liabilities and stockholders’ deficit

Consolidated Statement of Operations For the Twelve Months Ended

December 31, 2022

Corrected Consolidated Statements of Operations

Marketing, general and administrative

Operations and research

Total operating expenses

INCOME (LOSS) FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest expense

Change in derivative liabilities fair value

Total other income (expense)

NET INCOME / (LOSS)

NET INCOME / (LOSS) PER SHARE

Basic (See Note 2)

Diluted (See Note 2)

Weighted average number of common shares outstanding

Consolidated Statements Changes in

Stockholders’ Equity

Stock – Shares

Additional Paid-in

Accumulated Deficit

Non-controlling

Balance at December 31, 2022 (As previously reported)

( 298,231,607

Litigation Financing Adjustment

Investment in Unconsolidated Entities Adjustments

2022 Warrant Adjustment

Other Adjustment

Cumulative restatement adjustments

Balance at December 31, 2022 (As Restated)

( 301,442,776

For the Twelve Months Ended December 31, 2022

Corrected Consolidated Statements of Cash Flows

2022 Warrants

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss before non-controlling interest

Adjustments to reconcile net loss to net cash used in operating activities:

Change in derivatives liabilities fair value

Accrued expenses and other

NET CASH USED IN OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES

2022 Warrants

CASH FLOWS FROM FINANCING ACTIVITIES:

Offering cost paid on financing

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE (DECREASE) IN CASH

CASH AT BEGINNING OF YEAR

CASH AT END OF YEAR

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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All significant inter-company and intra-company transactions and balances have been eliminated.

The portion of the consolidated subsidiaries not wholly owned by the Company and any related activity is eliminated through Non-controlling interests in

the consolidated balance sheets and Net income (loss) attributable to non-controlling interests in

the consolidated statements of operations.

The results of operations attributable to the non-controlling

interest are presented within equity and net income (loss) and are shown separately from the Company’s equity and net income attributable to the Company.

The portion of the consolidated subsidiaries not wholly owned by the Company and any related activity is eliminated through Non-controlling interests in the consolidated balance sheets and Net income (loss) attributable to non-controlling interests in the consolidated statements of operations.

The results of operations attributable to the non-controlling interest are presented within equity and net income (loss) 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 liabilities of Exploraciones Oceánicas S.

de CV (“ExO”) and Oceanica Resources, S.

(“Oceanica”), majority owned subsidiaries of the Company, to be converted into additional equity of a subsidiary, which, if exercised, could increase the Company’s direct or indirect interest in the non-wholly

owned subsidiaries.

Use of Estimates

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The Company currently generates revenues from service contracts with customers.

Currently, there are two sources of revenue, marine services and other services.

Currently, there are two sources of revenue, marine services and operating and other services.

The contracts for the marine services provide research, scientific services, marine operations planning, management execution and project management.

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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 marine and other services include all direct consulting labor, and minimal supplies, and is charged to operations as a component of Operations and Research.

Costs associated with both marine and operating and other 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.

We evaluate our accounts and notes receivable to estimate an allowance for credit losses over the remaining life of the financial instrument.

We evaluate our accounts receivable to estimate an allowance for credit losses over the remaining life of the financial instrument.

The remaining life of our financial assets is determined by considering contractual terms among other factors.

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Subsequent recoveries, if any, are credited to the allowance once received.

A credit loss expense, or benefit, is recorded as Other expense in the Statement of Operations in an amount necessary to adjust the allowance for credit losses to our estimate as of the end of each reporting period.

A credit loss expense, or benefit, is recorded within marketing, general and administrative expense in the Statement of Operations in an amount necessary to adjust the allowance for credit losses to our estimate as of the end of each reporting period.

At December 31, 2024 and 2023 we determined no allowance was 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.

Cash and cash equivalents include cash on hand and cash in banks and consists of deposits in one U.S.

and one foreign bank.

We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

The Company maintains certain of its cash balances in one U.S.

bank, which at times, may exceed federally insured limits.

The Company has not incurred and does not expect to incur any losses with respect to these balances.

We limit investment of cash equivalents and investments to financial institutions with high credit ratings.

Management believes it is not exposed to any significant credit risk regarding these accounts as it performs periodic reviews of the creditworthiness of the financial institutions the Company uses.

Bismarck Exploration License

The Company follows the guidance pursuant to ASC 350, “ Intangibles-Goodwill and Other

” (ASC topic 350”) in accounting for its Bismarck Exploration License.

The Company follows the guidance pursuant to Financial Accounting Standards Board (“FASB”) ASC 350, “ Intangibles-Goodwill and Other ” (“ASC 350”) in accounting for the exploration license held by Bismarck Mining Corporation, Ltd., (the “Bismarck Exploration License”).

Management determined the rights to use the license to have an indefinite life.

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The Company was notified in November 2023 that the 2022 exploration license renewal application was approved.

The next renewal period will be in November 2024.

The Bismarck Exploration License is not dependent on another asset or group of assets that could potentially limit the useful life of the exploration license.

The most recent renewal was submitted in July 2024, and we expect to receive a response by June 2025.

The Bismar ck Exploration License is not dependent on another asset or group of assets that could potentially limit the useful life of the exploration license.

We test the Bismarck Exploration License for impairment annually, and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired, per the guidance of the ASC topic 350.

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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.

As discussed in NOTE 11 Loans Payable and

NOTE 12 Fair Value Financial Instruments to the consolidated financial statements, we have certain Litigation Financing with detachable warrants, warrant liabilities and an embedded derivative related to the 37N Note on the consolidated balance sheets at December 31, 2023 and 2022 that are considered derivative financial instruments.

The Litigation Financing agreement involved numerous amendments, significant non-cash

financing, issuance of warrants, and issuance costs.

Determination of the fair value of the derivative required significant judgment of and assumptions and estimates regarding the facts and circumstances regarding the potential liability.

The fair value of the derivative was based on the amounts funded to date and management’s good-faith estimates of other inputs including the potential outcomes of the NAFTA case, potential repayment date, and certain market variables.

, then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock

Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or if they require or may require settlement by issuing a variable number of shares.

If warrants do not meet the liability classification under ASC 480, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature.

If the warrants do not require liability classification under ASC 815, and in order to conclude equity classification, the Company also assesses whether the warrants are indexed to its Common Stock and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP.

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.

As discussed in Note 9, Derivative Financial Instruments to the consolidated financial statements, we have certain litigation financing with detachable warrants that is included in "Litigation financing and other" on the consolidated balance sheets at December 31, 2024 and 2023.

The litigation financing agreement involved numerous amendments, significant non-cash financing, issuance of warrants, and issuance costs requiring judgment of the facts and circumstances, in particular with respect to the determination of the fair value of the derivative.

The fair value of the derivative at December 31, 2024, was based on amounts funded and management's good-faith estimates of the potential outcomes of enforcement and collection of the Arbitral Award, the potential outcomes conditional on Odyssey winning Mexico’s proceeding to set aside the Arbitral Award, the potential repayment date, and certain market variables.

The fair value of the derivative at December 31, 2023, was based on the amounts funded and management’s good-faith estimates of other inputs including the potential outcomes of the NAFTA case, potential repayment date, and certain market variables.

The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity , then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock .

After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity.

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Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date.

The 2022 Warrant and the December 2023 Warrant were determined to meet the definition of derivative liability and the fair value was estimated using a Black-Scholes valuation model.

As of December 31, 2024, the 2022 Warrants, the March 2023 Warrants and the December 2023 Warrants were determined to meet the definition of derivative liability, and their respective fair value was estimated using a Black-Scholes valuation model.

The 37N Note was determined to include an embedded derivative liability related to the share settled redemption feature of the Note in accordance with ASC 815.

The embedded derivative fair value is determined using the with-and-without valuation method.

Investments in Unconsolidated Entities

October 2024, the remainder of the indebtedness under the 37N Note was converted into shares of the Company's common stock, pursuant exercise notices delivered by 37North.

Refer to Note 7, Loans Payable , for further information on the conversion.

During December 2024, the Company entered into amendments of the March 2023 Notes and the December 2023 Notes that resulted in additional embedded liabilities in those notes.

Refer to Note 9, Derivative Financial Instruments , for details on such transactions.

Investment in Unconsolidated Entities

As discussed in Note 5, Investment in Unconsolidated Entities , the Company has cost basis method investments and an equity method investment with related parties.

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.

The Company has entered into agreements with a certain related parties that required analysis of ASC 810-10

to determine if the investment is considered a variable interest entity (“VIE”).

The Company has entered into agreements with a certain related parties that required analysis of ASC 810-10 to determine if the investment is considered a variable interest entity (“VIE”).

If the investment is determined to be a VIE, then the Company evaluates whether it is considered the primary beneficiary.

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At such times, we also consider whether we must consolidate a VIE and/or disclose information about our involvement in a VIE.

This analysis required judgment and review of the facts and circumstance to determine the proper accounting for the cost and equity method investments.

This analysis required judgment and review of the facts and circumstances to determine the proper accounting for the cost and equity method investments.

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.

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Our Consolidated Statement of Operations includes our Company’s proportionate share of the net income or loss of these companies.

It is our policy to account for our share of the investee’s net income or loss using a three-month lag period with an estimate of the most recent quarter results.

It is our policy to account for our share of the investee’s net income or loss using a three-month lag period with an estimate of the most recent quarter results, if final information has not been received.

Our judgment regarding the level of influence over each equity method investee includes considering key factors, such as our ownership interest, representation of the board of directors, participation in policy-making decisions, other commercial arrangements and material intercompany transactions.

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Long-Lived Assets

Our policy is to recognize impairment losses relating to long-lived assets in accordance with 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.

The carrying amount of long-lived assets held and used by the Company are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a particular asset may not be fully recoverable.

In such instances, the requirement for impairment could be triggered if the estimate of the undiscounted future cash flows expected to result from the use of the asset and its eventual disposition is less than the asset’s carrying amount.

There were no indicators of impairment for the years ended December 31, 2023 or 2022.

Any impairment losses are included in depreciation at the time of impairment.

We did not have any impairments for the years ended December 31, 2023 or 2022.

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 three years for computers and peripherals, five years for furniture and office equipment and between five

years for marine equipment.

Depreciation is calculated using the straight-line method at rates based on the assets' estimated useful lives which are normally three years for computers and peripherals, five years for furniture and office equipment and between five and ten years for marine equipment.

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 are expensed when incurred.

Earnings Per Share

Basic earnings per share (“EPS”) has been computed pursuant to the guidance in FASB ASC Topic 260, Earnings Per Share

, and is computed by dividing income (loss) 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 treasury stock method to compute potential common shares from stock options, restricted stock units, and warrants and use the if-converted

method to compute potential common shares from preferred stock, convertible notes or other convertible securities.

Dilutive common stock equivalents include the dilutive effect of in-the-money stock equivalents, which are calculated based on the average share price for each period using the treasury stock method, excluding any common stock equivalents if their effect would be anti-dilutive.

The potential common shares in the following tables represent potential common shares from outstanding options, restricted stock awards, convertible notes and other convertible securities that were excluded from the calculation of diluted EPS during periods due to having an anti-dilutive effect are:

(As Restated)

Average market price during the period

Option awards

Unvested restricted stock awards

Convertible notes

Put Option Liability

Common Stock Warrant

The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share:

December 31, 2023

(As Restated)

Net income (loss) attributable to Odyssey Marine Exploration, Inc.

Basic net income (loss)

Diluted net income (loss) available to stockholders

Weighted average common shares outstanding – Basic

Dilutive effect of options

Dilutive effect of warrants

Dilutive effect of other convertible securities

Weighted average common shares outstanding – Diluted

Net (loss) income per share – basic

Net (loss) income per share – diluted

Per ASC 260 Earnings Per Share, the diluted net income was calculated at $ 4,811 less than the basic net income due to the change in fair value of the in-the-money warrants that are measured at fair value.

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.

We do not currently have any uncertain tax positions because we have no unrecognized tax benefits under the applicable standard that were required to be recorded as either current income taxes payable or as adjustments to the balances of the deferred tax assets or deferred tax liabilities.

Operations and research

Operations and research expenses are charged to operations as incurred.

Stock-based Compensation

Our stock-based compensation is recorded in accordance with the guidance in the ASC Topic 718 Stock-Based Compensation (see NOTE 15 Stockholders’ Equity/(Deficit)).

All share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as an expense in earnings over the requisite service period.

The expense is determined on a straight-line basis over the requisite service period for the entire award.

The amount of compensation costs recognized at any date is to be at least equal to the portion of grant-date value of the award that is vested at that date.

For performance-based share awards, the Company recognizes expense when it is determined the performance criteria are probable of being met.

The probability of vesting is reassessed at each reporting date and compensation cost is adjusted using a cumulative catch-up adjustment.

Forfeitures are recognized in compensation cost when they occur.

Benefits or deficiencies of tax deductions in excess of recognized compensation costs are reported within operating cash flows.

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, equity securities, accounts payable, accrued liabilities, litigation financing and loans payable.

Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

For purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets.

If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

There was no impairment recorded to long-lived assets as of December 31, 2024 or 2023 , respectively.

Fair Value Measurements

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, equity securities, accounts payable, accrued liabilities, derivative financial instruments and loans payable.

The carrying amounts of cash and cash equivalents, accounts payable and accrued liabilities approximate their fair values due to their short maturities.

Certain loans payable are measured at fair value based on valuation techniques using observable inputs other than Level 1 quoted prices in active markets and, accordingly, these estimates are not necessarily indicative of the amounts that we could realize in a current market exchange.

The litigation financing is considered a derivative financial instrument and is carried at fair value as is required under current accounting standards.

Loans payable are measured at fair value based on valuation techniques using observable inputs other than Level 1 quoted prices in active markets and, accordingly, these estimates are not 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 are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets.

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ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value.

Fair Value Hierarchy

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:

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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 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.

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.

The following tables summarize our fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022:

December 31, 2023

Total Balance

37N Note embedded derivative

Put option liability

Litigation financing

Warrant liabilities issued with debt (December 2023 Warrants)

Warrant liabilities issued with equity (2022 Warrants)

Total of fair valued l

December 31, 2022 (As Restated)

Total Balance

Warrant liabilities issued with equity (2022 Warrants)

Litigation Financing

Total of fair valued l

At December 31, 2023 the Company recorded the 37N Note measured at fair value, Level 3, for which the valuation techniques used to measure the fair value of the Company’s debt instruments are generally based on observable inputs other than quoted prices in active market.

The OML Put Option, and Litigation financing are measured at fair value, Level 3.

The OML Put Option valuation was based on expected timing and likelihood of completing the subsequent closings, the exercise period of the equity exchange agreement, share price and volatility.

The Litigation Financing valuation was based on the following assumptions:

amounts funded by the Funder, the corresponding IRR calculation, applicable percentage applicable to the recovery percentage calculation and managements good-faith estimates for estimated outcome probabilities and estimated debt repayment dates.

The fair value of 2022 Warrant and the December 2023 Warrant are measured at fair value, Level 3, using a Black-Scholes valuation model.

The assumptions used in this model included the use key inputs, including expected stock volatility, the risk–free interest rate, the expected life of the option and the expected dividend yield.

Expected volatility is calculated based on our historical volatility of our Common Stock over the term of the warrant.

Risk–free interest rates are calculated based on risk–free rates for the appropriate term.

The expected life is estimated based on contractual terms as well as expected exercise dates.

The dividend yield is based on the historical dividends issued by us.

If the volatility rate or risk-free interest rate were to change, the value of the warrants would be impacted.

Changes in our Level 3 fair value measurements were as follows:

Balance as of January 1, 2022 (As Restated)

Change in fair value

Issuance of new instrument

Issuance of new funding

Year ended December 31, 2022 (As Restated)

Change in fair value

Issuance of new instrument

Issuance of new funding

Warrants exercised

Debt conversion to equity

Year ended December 31, 2023

Additional information about the Litigation Financing liability, the 2022 Warrant, and the December 2023 Warrant is included in NOTE 11 Loan Payable and NOTE 12 Fair Value Financial Instruments .

Whenever we enter into a new arrangement, we must determine, at the inception date, whether the arrangement contains a lease.

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.

When we enter into a new arrangement, we must determine, at the inception date, whether the arrangement contains a lease.

This determination generally depends upon whether the arrangement conveys to us the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration.

Control of an underlying asset is conveyed to us if we obtain the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset.

If a lease exists, we must then determine the separate lease and non-lease

components of the arrangement.

If a lease exists, we must then determine the separate lease and non-lease components of the arrangement.

Each right to use an underlying asset conveyed by a lease arrangement should generally be considered a separate lease component if it both:

(i) can benefit us without depending on other resources not readily available to us and (ii) does not significantly affect and is not significantly affected by other rights of use conveyed by the lease.

Aspects of a lease arrangement that transfer other goods or services to us but do not meet the definition of lease components are considered non-lease

The consideration owed by us pursuant to a lease arrangement is generally allocated to each lease and non-lease

component for accounting purposes.

However, we have elected to not separate lease and non-lease

Each lease component is accounted for separately from other lease components, but together with the associated non-lease

Aspects of a lease arrangement that transfer other goods or services to us but do not meet the definition of lease components are considered non-lease components.

The consideration owed by us pursuant to a lease arrangement is generally allocated to each lease and non-lease component for accounting purposes.

However, we have elected to not separate lease and non-lease components.

Each lease component is accounted for separately from other lease components, but together with the associated non-lease components.

For each lease, we must then determine:

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• The present value of lease payments is calculated based on:

Lease payments – Lease payments include certain fixed and variable payments, less lease incentives, together with amounts probable of being owed by us under residual value guarantees and, if reasonably certain of being paid, the cost of certain renewal options and early termination penalties set forth in the lease arrangement.

o Lease payments – Lease payments include certain fixed and variable payments, less lease incentives, together with amounts probable of being owed by us under residual value guarantees and, if reasonably certain of being paid, the cost of certain renewal options and early termination penalties set forth in the lease arrangement.

Lease payments exclude consideration that is:

(i) not related to the transfer of goods and services to us and (ii) allocated to the non-lease

components in a lease arrangement, except for the classes of assets where we have elected to not separate lease and non-lease

Discount rate – The discount rate must be determined based on information available to us upon the commencement of a lease.

components in a lease arrangement, except for the classes of assets where we have elected to not separate lease and non-lease components.

o Discount rate – The discount rate must be determined based on information available to us upon the commencement of a lease.

Lessees are required to use the rate implicit in the lease whenever such rate is readily available;

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• Lease classification – In making the determination of whether a lease is an operating lease or a finance lease, we consider the lease term in relation to the economic life of the leased asset, the present value of lease payments in relation to the fair value of the leased asset and certain other factors, including the lessee’s and lessor’s rights, obligations and economic incentives over the term of the lease.

Generally, upon the commencement of a lease, we will record a lease liability and a right-of-use

(“ROU”) asset.

Generally, upon the commencement of a lease, we will record a lease liability and a right-of-use (“ROU”) asset.

However, we have elected, for certain classes of underlying assets with initial lease terms of twelve months or less (known as short-term leases), to not recognize a lease liability or ROU asset.

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Foreign Currency

Odyssey’s functional and reporting currency is U.S.

The Company’s functional and reporting currency is U.S.

Foreign currency denominated assets and liabilities are remeasured into U.S.

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Results of operations and cash flows of businesses conducted in foreign currency are remeasured using the average exchange rates throughout the period.

The effect of exchange rate fluctuations on the remeasurement of assets and liabilities is included in Other expense in the Consolidated Statement of Operations.

The effect of exchange rate fluctuations on the remeasurement of assets and liabilities is included in Other expense in the Consolidated Statement of Operations, and amounted to a $ 1.1 million gain and a $ 0.7 million loss for the years ended December 31, 2024 and 2023 , respectively.

Earnings Per Share (“EPS”)

Basic EPS has been computed pursuant to FASB ASC Topic 260, Earnings Per Share, and is computed by dividing income or loss available to common stockholders by the weighted average number of common shares outstanding for the period.

We use the treasury stock method to compute potential common shares from stock options, restricted stock units and warrants and use the if-converted method to compute potential common shares from preferred stock, convertible notes or other convertible securities.

For the Year Ended December 31,

Average market price during the period

Option awards

Unvested restricted stock awards

Convertible notes

Common Stock Warrant related

The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share:

For the Year Ended December 31,

Net income (loss) attributable to Odyssey Marine Exploration, Inc.

Basic net income (loss) available to stockholders

Change in fair value of Equity Exchange Agreement and loss on equity method investment (1)

Fair value change of warrants

Diluted net income (loss) available to stockholders

Weighted average common shares outstanding – Basic

Dilutive effect of options

Dilutive effect of other derivative instruments (1)

Dilutive effect of warrants

Weighted average common shares outstanding – Diluted

Net income (loss) per share:

(1) As further discussed in Note 5, Investment In Unconsolidated Entities , the Equity Exchange Agreement expired on January 3, 2025.

As a result, the numerator and denominator adjustments related to the Equity Exchange Agreement will not have an effect on diluted earnings per share on any subsequent period.

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.

Operations and research

Operations and research expenses are charged to operations as incurred.

Stock-based Compensation

Our stock-based compensation is recorded in accordance with the guidance in the ASC Topic 718 Stock-Based Compensation.

All share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as an expense on a straight-line basis over the requisite service period for the entire award.

The amount of compensation costs recognized at any date is to be at least equal to the portion of grant-date value of the award that is vested as of that date.

For performance-based share awards, the Company recognizes expense when it is determined the performance criteria are probable of being met.

The probability of vesting is reassessed at each reporting date and compensation cost is adjusted using a cumulative catch-up adjustment.

Forfeitures are recognized in compensation cost when they occur.

Benefits or deficiencies of tax deductions in excess of recognized compensation costs are reported within operating cash flows.

See Note 12, Stockholders’ Equity/(Deficit) for further discussion related to the Company’s share-based compensation plans.

Segment Reporting

The Company evaluates the products and services that produce its revenue and the geographical regions in which it operates to determine reportable segments in accordance with ASC 280 – Segment Reporting

Based on that evaluation, management has determined that the Company has only one operating segment and therefore it does not disclose segment information.

NOTE 4 – CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject us to concentration of credit risk consist primarily of cash and cash equivalents.

We limit investment of cash equivalents and investments to financial institutions with high credit ratings.

At times, the Company’s cash balance may exceed federally insured limits.

At December 31, 2023 and 2022, our uninsured cash balance was approximately $ 3.7 million and $ 0.9 million respectively.

The Company has not and does not expect to incur any losses with respect to these balances.

NOTE 5 – ACCOUNTS AND OTHER RELATED PARTY RECEIVABLES

Our accounts and other related party receivables consisted of the following:

(As Restated)

Related party (see Note 8)

Total accounts and other related party receivables

NOTE 6 – SHORT-TERM NOTES RECEIVABLE RELATED PARTY

Our short-term notes receivable consisted of the following:

Related party (see Note 8)

Short-term notes receivable

The Related party note was owed to the Company by CIC.

This note was paid in full during the first quarter of 2023.

Interest income derived from this instrument was recorded using the simple interest method.

The note also included an original issue discount for which income was recorded by applying the straight-line amortization method.

See Note 8 for further details.

We evaluate the products and services that produce our revenue and the geographical regions in which we operate to determine reportable segments in accordance with ASC 280 – Segment Reporting.

Based on that evaluation, we have determined that we have only one operating segment.

See Note 17, Segment Reporting for further discussion related to the segment information.

Recent Accounting Pronouncements

In 2024, we adopted Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , on a retrospective basis.

The amendments are intended to increase reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

Refer to Note 17, Segment Reporting for further information.

In December 2023, the FASB issued new guidance on income tax disclosures (ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ”).

Among other requirements, this update adds specific disclosure requirements for income taxes, including:

(1) disclosing specific categories in the rate reconciliation and (2) providing additional information for reconciling items that meet quantitative thresholds.

The guidance is effective for fiscal years beginning after December 15, 2024 , including interim periods within those fiscal years.

Early adoption is permitted.

The Company is currently evaluating the impact of the adoption of ASU 2023-09 on the Company’s consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03, “ Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses ”.

The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory;

employee compensation;

and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements.

The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s financial statement disclosures.

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 3 – ACCOUNTS RECEIVABLE AND OTHER RELATED PARTY, NET

Our accounts and other related party receivables consist of the following as of December 31, 2024 and 2023:

Related party (Note 14)

Total accounts receivable and other, net

NOTE 4 – OTHER CURRENT ASSETS

Our other current assets consisted of the following as of December 31, 2024 and 2023:

Prepaid assets

Total other current assets

All prepaid expenses are amortized on a straight-line basis over the term of the underlying agreements.

Deposits may be held by various entities for equipment, services, and in accordance with agreements in the normal course of business.

NOTE 5 – INVESTMENT IN UNCONSOLIDATED ENTITIES

The Company's investments in unconsolidated entities consisted of the following as of December 31, 2024 and 2023:

Ocean Minerals, LLC

Chatham Rock Phosphate, Limited

Neptune Minerals, Inc.

Ocean Minerals, LLC

Investment in unconsolidated entities

We had approximately a 14.99 % and 14.60 % ownership in CIC Limited (“CIC”) at December 31, 2023 and 2022, respectively.

Due to the structure of CIC, we determined this venture to be a variable interest entity (“VIE”) consistent with ASC 810.

We have determined we are not the primary beneficiary of the VIE and, therefore, we have not consolidated this entity.

We record our investment under the cost method as this company is incorporated and we have determined we do not exercise significant influence over the entity.

We provide services to CIC (see NOTE 8.

Related Party Transactions).

This company is pursuing deep water exploration permits in foreign waters.

We assess our investment for impairment annually and, if a loss in value is deemed other than temporary, an impairment charge will be recorded.

CIC Limited (“CIC”) is pursuing deep water exploration pursuant to permits in foreign waters.

The Company held an ownership interest in CIC of approximately 14.2 % and 15.0 % as of December 31, 2024 and 2023, respectively.

Due to the structure of CIC, the Company determined this venture to be a variable interest entity (“VIE”) consistent with ASC 810.

The Company has determined it is not the primary beneficiary of the VIE and, therefore, has not consolidated this entity.

The Company records its investment under the cost method as CIC is incorporated and we have determined we do not exercise significant influence over the entity.

The Company assesses its investment for impairment annually and, if a loss in value is deemed other than temporary, an impairment charge will be recorded.

We reviewed the following items to assist in determining CIC's composition:

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The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE.

Chatham Rock Phosphate, Limited

We have approximately a 1 % ownership in Chatham Rock Phosphate, Limited (“CRPL”).

We record our investment under the cost method.

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 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 with zero value.

We continue to carry the value of our investment in CPRL at zero in our consolidated financial statements.

Neptune Minerals, Inc.

We have an ownership interest of approximately 14 % in Neptune Minerals, Inc.

We currently apply the cost method of accounting for this investment.

Previously, when we accounted for this investment using the equity method of accounting, we accumulated and did not recognize $ 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.

The Company also provides services to CIC (see Note 14, Related Party Transactions ).

Ocean Minerals, LLC

On June 4, 2023, Odyssey, Odyssey Minerals Cayman Limited, a wholly owned subsidiary of Odyssey (the “Purchaser”), and OML entered into a Unit Purchase Agreement (as amended on July 1, 2023, October 3, 2023 and October 17, 2023, the “OML Purchase Agreement”) pursuant to which the Purchaser agreed to purchase, and OML agreed to issue and sell to the Purchaser, an aggregate of 733,497 membership interest units of OML (the “Purchased Units”) for a total purchase price of $ 15.0 million.

After giving effect to the issuance and sale of all the Purchased Units, the Purchased Units will represent approximately 15.0 % of the issued and outstanding membership interest units of OML (based upon the number of membership interest units outstanding on June 1, 2023).

At December 31, 2023, Odyssey owned approximately 6.28 % of the issued and outstanding membership interest units of Ocean Minerals, LLC (“OML”).

The Company determined that OML is a VIE as it does not have sufficient equity at-risk

to permit OML to finance its activities without additional subordinated financial support.

On June 4, 2023, Odyssey, Odyssey Minerals Cayman Limited, a wholly owned subsidiary of Odyssey (the “Purchaser”), and Ocean Minerals, LLC (“OML”) entered into a Unit Purchase Agreement (as amended on July 1, 2023, October 3, 2023 and October 17, 2023, the “OML Purchase Agreement”) pursuant to which the Purchaser agreed to purchase, and OML agreed to issue and sell to the Purchaser, an aggregate of 733,497 membership interest units of OML (the “Purchased Units”) for a total purchase price of $ 15.0 million.

After giving effect to the issuance and sale of all the Purchased Units, the Purchased Units represented approximately 15.0 % of the issued and outstanding membership interest units of OML (based upon the number of membership interest units outstanding on June 1, 2023).

At December 31, 2024 and 2023, Odyssey owned approximately 7.0 % and 6.28 %, respectively, of the issued and outstanding membership interest units of OML.

The Company determined that OML is a VIE as it does not have sufficient equity at-risk to permit OML to finance its activities without additional subordinated financial support.

However, as Odyssey’s lack of power to direct the activities that most significantly impact OML’s economic performance, it is not the primary beneficiary of OML and therefore is not required to consolidate OML.

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The initial closing with respect to the Purchased Units occurred on July 3, 2023, on which date OML issued 293,399 of the Purchased Units to the Purchaser in exchange for (a) a payment of $ 1.0 million in cash by the Purchaser to OML and (b) Odyssey’s transfer to OML of all the outstanding shares of Odyssey Retriever, Inc.

(“ORI”), a wholly owned subsidiary of Odyssey, with an estimated fair value of $ 3.3 million.

Pursuant to the OML Purchase Agreement, in one or more closings to be held no later than June 28, 2024, OML will issue an additional 195,599 of the Purchased Units to the Purchaser for an aggregate purchase price of $ 4.0 million cash paid to OML.

The OML Purchase Agreement provides that a final closing with respect to the Purchased Units will occur on the earlier of (x) the date that is 30 days after OML notifies that it has received (and provided a copy to Odyssey of) a specified resource report providing an indicated resource estimate for the area covered by OML’s exploration license or (y) the first anniversary of the initial closing.

At the final closing, OML will issue an additional 244,499 of the Purchased Units to the Purchaser for an aggregate purchase price of $ 5.0 million cash paid to OML.

The OML Purchase Agreement also provides the Purchaser the right, but not the obligation, at any time and from time to time prior to the 18-month

anniversary of the initial closing, to purchase up to an additional 1,466,993 membership interest units of OML (the “Optional Units”) at a purchase price equal to $ 20.45 per membership interest unit.

(“ORI”), a wholly owned subsidiary of Odyssey, with an

estimated fair value of $ 3.3 million.

Pursuant to the OML Purchase Agreement, in one or more closings that was to be held no later than June 28, 2024, OML was to issue an additional 195,599 of the Purchased Units to the Purchaser for an aggregate purchase price of $ 4.0 million cash paid to OML.

The OML Purchase Agreement provided that a final closing with respect to the Purchased Units was to occur on the earlier of (x) the date that is 30 days after OML notifies that it has received (and provided a copy to Odyssey of) a specified resource report providing an indicated resource estimate for the area covered by OML’s exploration license or (y) the first anniversary of the initial closing.

At the final closing, OML was to issue an additional 244,499 of the Purchased Units to the Purchaser for an aggregate purchase price of $ 5.0 million cash paid to OML.

The OML Purchase Agreement also provides the Purchaser the right, but not the obligation, at any time and from time to time prior to the 18-month anniversary of the initial closing, to purchase up to an additional 1,466,993 membership interest units of OML (the “Optional Units”) at a purchase price equal to $ 20.45 per membership interest unit.

The OML Purchase Agreement sets forth customary representations, warranties, and covenants of the parties and customary conditions to closing and termination provisions.

The Optional Units are within the scope of ASC 321 and would therefore be initially recognized at cost as part of the initial consideration transferred, and thereafter will be accounted for under the measurement alternative at cost with subsequent adjustments related to impairment and observable market conditions.

The Optional Units are within the scope of ASC 321 and were therefore initially recognized at cost as part of the initial consideration transferred, and thereafter were accounted for under the measurement alternative at cost with subsequent adjustments related to impairment and observable market conditions.

On October 18, 2024, Odyssey and OML entered into a Termination Agreement pursuant to which the parties terminated the OML Purchase Agreement (the “Termination Agreement”).

The Termination Agreement terminated the parties’ respective rights and obligations relating to the Second OML Units, the Third OML Units and the Optional Units (each as defined below), but did not affect Odyssey’s ownership of the Initial OML Units or the obligation to pay the lease payments for the Retriever asset as described below.

The Termination Agreement did not affect the Equity Exchange Agreement or the Contribution Agreement (each as defined below), each of which remained in effect at December 31, 2024.

Equity Exchange Agreement

anniversary of the date of the Exchange Agreement and ending on the date that is the earliest of (a) the date on which a dissolution event occurs with respect to OML, (b) the date on which a material adverse effect occurs with respect to OML, and (c) the date that is 18 months after the date of the Exchange Agreement.

In connection with the transactions contemplated by the OML Purchase Agreement, Odyssey and the existing members of OML entered into an Equity Exchange Agreement (the “Exchange Agreement”) pursuant to which such members of OML have the right, but not the obligation, to exchange membership interest units of OML held by them for shares of Odyssey’s common stock, exercisable at any time and from time to time during the period beginning on the six-month anniversary of the date of the Exchange Agreement and ending on the date that is the earliest of (a) the date on which a dissolution event occurs with respect to OML, (b) the date on which a material adverse effect occurs with respect to OML, and (c) the date that is 18 months after the date of the Exchange Agreement.

If a member of OML elects to exchange membership interest units of OML for shares of Odyssey’s common stock, the number of shares of Odyssey’s common stock such member will receive will equal the product of (x) the number of membership interest units such member desires to exchange, multiplied by (y) a fraction, the numerator of which is the per unit value of the membership interest units and the denominator of which is the per share value of the shares of Odyssey’s common stock, in each case determined pursuant to the Exchange Agreement.

Under the terms of the Exchange Agreement, the per unit value of the membership interest units means the greater of $ 20.45 and the purchase price per membership interest unit paid in the most recent sale of membership interest units by OML, and the per share value of the shares of Odyssey’s common stock means the greater of the “Minimum Price,” as defined in Nasdaq Rule 5635(d), and the five-day

volume-weighted average price per share of the common stock.

On May 22, 2024, 21,000 OML Units were exchanged for 104,518 shares of the Company’s common stock.

The Equity Exchange Agreement expired by its terms on January 3, 2025.

Notwithstanding anything in the Exchange Agreement to the contrary, the aggregate maximum number of shares of Odyssey’s common stock that may be issued under the Exchange Agreement will not (a) exceed 19.9 % of the number of outstanding shares of Odyssey’s common stock immediately prior to the date of the Exchange Agreement, (b) exceed 19.9 % of the combined voting power of the outstanding voting securities of Odyssey immediately prior to the date of the Exchange Agreement, or (c) otherwise exceed such number of shares of Odyssey’s common stock that would violate applicable listing rules of the Nasdaq Capital Market.

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Odyssey applied the equity method investment accounting for its interest in OML, starting on July 3, 2023.

As a result, OML is considered a related party.

As a result, OML is

considered a related party.

The Company further concluded that the initial closing consideration transferred is $ 10.3 million, and includes the cash amount paid, the fair value of the contribution of ORI, the fair value of the second and third closings and Equity Exchange Agreement, and acquisition costs.

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(2) The Second Closing – The Company agreed to purchase 195,599 of the Purchase Units (the “Second OML Units”) in return for the second purchase price of $ 4 million, payable in cash at that time (“Second Closing”).

The parties entered into the third amendment to the OML Purchase Agreement to amend the closing date of the Second Closing to be February 16, 2024 and the fourth amendment to amend the closing date of the Second Closing to June 28, 2024.

The parties entered into the various amendments to the OML Purchase Agreement to amend the closing date of the Second Closing.

(3) The Third Closing – The Company agreed to purchase 244,499 of the Purchased Units (the “Third OML Units”) in return for the purchase price of $ 5 million, payable in cash at that time.

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Optional Units are within the scope of ASC 321, and would therefore be initially recognized at cost as part of the initial consideration transferred, and thereafter will be accounted for under the measurement alternative at cost with adjustments related to impairment and observable market conditions.

If the Company does not purchase all the Optional Units prior to the eighteen-month anniversary, the Company may purchase any of such unpurchased Optional Units at the higher price of (i) a discount

of 10 % to the price paid for which OML sold the Units in the most recent transaction for the Units immediately preceding such discounted purchase of Optional Units or (ii) $ 20.45 .

If the Company does not purchase all the Optional Units prior to the eighteen-month anniversary, the Company may purchase any of such unpurchased Optional Units at the higher price of (i) a discount of 10 % to the price paid for which OML sold the Units in the most recent transaction for the Units immediately preceding such discounted purchase of Optional Units or (ii) $ 20.45 .

On October 17, 2023, the parties entered into the third amendment to the OML Purchase Agreement to remove the second part of the Optional Units provision.

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The Company concluded that the Contribution Agreement is within the scope of ASC 606, Revenue from Contracts with Customers, as the services provided are within the Company’s ordinary activities, and OML is therefore considered a customer of Odyssey.

For the year ended December 31, 2023, we invoiced OML $ 166,581 and $ 14,891 recorded in Marine services and Operating and other revenues, respectively, in our consolidated statements of operations.

For the years ended December 31, 2024 and 2023, we invoiced OML $ 0.2 million and $ 0.2 million , respectively, which are recorded in Marine services in our consolidated statements of operations, and $ 0 and $ 14,891 , respectively, recorded in Operating and other revenues, in our consolidated statements of operations.

The Company concluded that the Equity Exchange Agreement is a liability within the scope of ASC 480, Distinguishing Liabilities from Equity, that is initially measured at fair value and will be included within the initial consideration transferred.

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It is further noted that ORI primarily consists of one asset (the “Retriever asset”) that was previously acquired and refurbished by Odyssey.

Given the uniqueness of the asset, a 6,000-meter

rated remotely operated vehicle (“ROV”), and its relatively recent acquisition and refurbishment, the Company determined to apply the cost method in order to evaluate the estimated fair value of the asset of $ 3.3 million.

Given the uniqueness of the asset, a 6,000-meter rated remotely operated vehicle (“ROV”), and its relatively recent acquisition and refurbishment, the Company determined to apply the cost method in order to evaluate the estimated fair value of the asset of $ 3.3 million.

The Company transferred ORI but retained the obligation to pay the lease payments for the Retriever asset as the Company retained the obligation to continue making payments.

The net book value of ORI, as of July 3, 2023, was $ 3.1 million.

Therefore, at the Closing Date, Odyssey recognized a Gain of the sale of an entity in the consolidated statement of operations in the amount of $ 174,107 related to the disposal of ORI.

Therefore, at the Closing Date, Odyssey recognized a Gain of the sale of an entity in the consolidated statement of operations in the amount of $ 0.2 million related to the disposal of ORI.

The Company determined that the initial Closing Consideration is as follows:

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Initial closing consideration

At December 31, 2023 and 2022, our accumulated investment in OML was $ 4,487,028 and $ 0 , respectively, which is classified as an investment in unconsolidated entities in our consolidated balance sheets.

For the year ended December 31, 2023, the company recognized a

change in put option liability of $ 1.1 million in the consolidated statement of operations to record the fair value adjustment of the equity exchange agreement.

For the year ended December 31, 2023, based on estimated financial information for our equity-method investee, we recognized $ 278,910 of Loss on Equity Method Investment in the consolidated statement of operations for our proportionate share of the net loss of our equity method investee, which decreased our net income for the year ended December 31, 2023 in our consolidated statement of operations.

At December 31, 2024 and 2023, our accumulated investment in OML was $ 4.9 million and $ 4.5 million , respectively, which is classified as an investment in unconsolidated entities in our consolidated balance sheets.

For the years ended December 31, 2024 and 2023, the Company recognized a change in put option liability of $ 5.6 million and $ 1.1 million, respectively, in the consolidated statements of operations to record the fair value adjustment of the equity exchange agreement.

As of December 31, 2024, management determined the probability of the Put Option being exercised before its expiration was zero, therefore the Put Option liability was deemed to have a value of zero.

On January 3, 2025, the Equity Exchange Agreement expired by its terms.

For the years ended December 31, 2024 and 2023, based on estimated financial information for our equity-method investee, we recognized $ 0.3 million and $ 0.3 million , respectively, of Loss on Equity Method Investment in the consolidated statement of operations for our proportionate share of the net loss of our equity method investee, which decreased our net income for each respective year in our consolidated statement of operations.

Our proportionate share of the net loss of our equity method investee can have a significant impact on the amount of Loss on Equity Method Investment in our consolidated statement of operations and our carrying value of those investments.

We eliminated from our financial results all significant intercompany transaction to the extent of our ownership interest.

NOTE 8 RELATED PARTY TRANSACTIONS

Odyssey’s lead director, Mark B.

Justh, made an investment into CIC’s parent company and indirectly owns approximately 11.5 % of CIC.

We believe Mr.

Justh’s indirect ownership in CIC does not impair his independence under applicable rules and Odyssey’s board of directors has formed a special committee to address any matters relating to CIC.

We are providing services to CIC in accordance with the terms of a Services Agreement pursuant to which Odyssey provides certain back-office services to CIC in exchange for a recurring monthly fee, as well as other deep-sea

mineral related services on a cost-plus profit basis and is compensated for these services with a combination of cash and equity in CIC.

During the years ended December 31, 2023 and 2022, we invoiced CIC a total of $ 613,000 and $ 1,150,767 , respectively, recorded in marine services in our consolidated statements of operations, which was for technical services.

During the years ended December 31, 2023 and 2022, we invoiced CIC a total of $ 9,327 and $ 183,935 , respectively, recorded in Operating and other revenues in our consolidated statements of operations, which was for support services.

We have the option to accept equity in payment of the amounts due from CIC in lieu of cash.

See Note 6 Investment in Unconsolidated Entities.

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 bore interest at a rate of 18 % per annum.

On the closing date, Odyssey advanced CIC $ 1,000,000 (the “Advanced Amount”) and recorded an original issue discount (“OID”) of $ 350,000 , which we accrued as interest income in our consolidated statements of operations.

Pursuant to the Note, CIC could repay the debt for the Advanced Amount and interest accrued thereon.

Justh provided a limited guaranty to Odyssey in conjunction with the Loan Agreement.

The December 31, 2022, carrying value of the loan was $ 1,061,009 and accrued interest was $ 12,649 , which is included in the Short-term notes receivable related party balance on the Consolidated Balance Sheet.

In April 2023, CIC repaid in full the Advanced Amount and accrued interest thereon ($ 1,068,000 ) in full satisfaction of indebtedness in accordance with the terms of the Loan Agreement.

Upon settlement, we recognized a loss in the amount of $ 282,000 .

On December 13, 2022, CIC issued a Services Agreement Note to us.

Pursuant to the Services Agreement Note, as amended on June 30, 2023, and August 8, 2023, Odyssey agreed to consolidate the outstanding accounts receivables balance for past and future services performed under the Services Agreement in an amount not to exceed $ 625,000 .

The Services Agreement Note bore interest at a rate of 1.5 % per month and matured on August 15, 2023 .

The December 31, 2022, carrying value of the Services Agreement Note was $ 503,059 .

On August 15, 2023, CIC repaid principal and interest in the aggregate amount of $ 686,976 in full satisfaction of the Services Agreement Note.

The terms of the Loan Agreement and Services Agreement Note were not necessarily indicative of the terms that would have been provided had a comparable transaction been entered into with independent parties.

See Note 5 Accounts and Other Related Party Receivables for related accounts receivable and Note 6 Short-term Notes Receivable Related Party for related short-term notes receivable at December 31, 2023 and 2022 and Note 7 Investment in Unconsolidated Entities for our investment in an unconsolidated entity.

On July 15, 2021, MINOSA assigned $ 404,633 of its indebtedness with accumulated accrued interest of $ 159,082 to James Pignatelli, then a director of the Company, under the same terms as the original agreement, and that indebtedness continued to be convertible at a 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 11 Loans Payable – MINOSA 2 for detail.

Pignatelli’s term as a director of the Company expired in June 2023.

Ocean Minerals, LLC

We also provide services to Ocean Minerals, LLC (“OML”), a deep-sea

mineral exploration company, in which we hold approximately 6.28 % of the equity interests (see Note 7 Investment in Unconsolidated Entities).

We are providing these services to OML pursuant to the Contribution Agreement that provides for deep-sea

mineral related services on a cost-plus profit basis and will be compensated for these services with equity in OML.

See Note 7 Investment in Unconsolidated Entities for amounts we invoiced OML during the year ended December 31, 2023.

Salvage Agreement

We hold a 40 % interest in proceeds under a salvage agreement from our legacy shipwreck business.

A company controlled by Mr.

Justh obtained the right to the remaining 60 % of those proceeds from an unrelated third party in exchange for the obligation to finance legal expenses relating to the recovery of the proceeds, pursuant to a funding arrangement to which we are also a party.

Odyssey and Mr.

Justh’s controlled entity will be responsible for any remaining legal costs on a pro rata basis.

Oceanica and ExO

Odyssey and its subsidiary, Oceanica Marine Operations S.R.L.

(“OMO”), hold three notes (the “Oceanica-ExO

Notes”) issued and/or guaranteed by our majority-owned subsidiaries, ExO and Oceanica, in the aggregate principal amount of approximately $ 23 million, which was advanced to ExO and Oceanica to fund working capital, exploration and legal expenses.

In addition, Odyssey provides management and administrative services to ExO and funds ExO’s ongoing administrative expenses pursuant to a services agreement in exchange for a recurring monthly fee and reimbursement of funded amounts.

Certain of Odyssey’s former and current directors and officers are also directors or officers of ExO and Oceanica.

The Oceanica-ExO Notes and outstanding receivables under the management and services agreement accrue interest at 18 % per annum.

As of December 31, 2023, the aggregate outstanding amount of the Oceanica-ExO

Notes with accrued interest was approximately $ 104.4 million, and the aggregate receivable pursuant to the management and services agreement was approximately $ 675,000 .

As of December 31, 2022, the aggregate outstanding amount of the Oceanica-ExO Notes with accrued interest was approximately $ 87.3 million, and the were no amounts due for services pursuant to the management and services agreement.

We have entered into financing transactions with certain stockholders that beneficially own more than five percent of our Common Stock.

FourWorld Capital Management LLC (“FourWorld”) beneficially owns approximately 20 % of our Common Stock.

Part of that holding includes two of FourWorld’s funds, each of which individually beneficially owns more than five

percent of our Common Stock and has participated in our financial transactions:

each of FW Deep Value Opportunities Fund LLC and FourWorld Global Opportunities Fund, Ltd beneficially owns approximately 6 % of our Common Stock.

Funds managed by Two Seas Capital LP (“Two Seas”) own approximately 9.99 % of our Common Stock after giving effect to the 9.99 % beneficial ownership limitation applicable to warrants held by its funds.

Greywolf Opportunities Master Fund II LP and its affiliates (“Greywolf”) beneficially own approximately 9 % of our Common Stock.

On June 10, 2022, we completed the 2022 Equity Transaction, in which FourWorld participated.

FourWorld funds purchased 292,628 shares of our Common Stock and 2022 Warrants to purchase 292,628 shares of our Common Stock in the 2022 Equity Transaction for a purchase price of $ 980,304 .

FourWorld exercised some of the 2022 Warrants on August 31, 2023, to purchase 1,000 shares of Common Stock at $ 3.35 per share.

As of December 31, 2023, FourWorld held 2022 Warrants to purchase 291,628 shares of our Common Stock at an exercise price of $ 3.35 per share.

On March 6, 2023, we entered into the March 2023 Note Purchase Agreement, pursuant to which we issued the March 2023 Note and the March 2023 Warrants.

FourWorld, Two Seas and Greywolf each purchased portions of the March 2023 Note and March 2023 Warrants.

No principal amount was repaid during fiscal year 2023.

FourWorld purchased a portion of the March 2023 Note in the principal amount of $ 1.08 million and March 2023 Warrants to purchase 285,715 shares of our Common Stock on March 6, 2023, for an aggregate purchase price of $ 1.08 million.

Interest at the rate of 11 % had accrued and was capitalized with respect to the March 2023 Note as of December 31, 2023, in the amount of $ 31,866 for the note held by FourWorld.

As of December 31, 2023, FourWorld held March 2023 Warrants to purchase 285,715 shares of our Common Stock.

Two Seas purchased a portion of the March 2023 Note in the principal amount of $ 2,300,641 and March 2023 Warrants to purchase 608,635 shares of our Common Stock on March 6, 2023, for an aggregate purchase price of $ 2,300,641 ;

and a portion of the March 2023 Note in the principal amount of $ 449,359 and Warrants to purchase 118,878 shares of our Common Stock on September 22, 2023, for an aggregate purchase price of $ 449,359 .

Interest at the rate of 11 % had accrued and was capitalized with respect to the March 2023 Note as of December 31, 2023, in the amount of $ 80,374 for the note held by Two Seas.

As of December 31, 2023, Two Seas held March 2023 Warrants to purchase 608,635 shares of our Common Stock.

Greywolf purchased a portion of the March 2023 Note in the principal amount of $ 7.0 million and March 2023 Warrants to purchase 1,851,852 shares of our Common Stock for an aggregate purchase price of $ 7.0 million.

No principal amount was repaid during fiscal year 2023.

Interest at the rate of 11 % had accrued and was capitalized with respect to the March 2023 Note as of December 31, 2023, in the amount of $ 206,539 for the note held by Greywolf.

As of December 31, 2023, Greywolf held March 2023 Warrants to purchase 1,851,852 shares of our Common Stock, each at an exercise price of $ 3.78 per share.

On December 1, 2023, we entered into the December 2023 Note Purchase Agreement, in which FourWorld, Two Seas and Greywolf participated.

No principal amount was repaid during fiscal year 2023.

FourWorld purchased a December 2023 Note in the principal amount of $ 500,000 and December 2023 Warrants to purchase 135,278 shares of our Common Stock for an aggregate purchase price of $ 500,000 .

Interest at the rate of 11 % had accrued and was capitalized with respect to the December 2023 Notes as of December 31, 2023, in the amount of $ 4,671 for the note held by FourWorld.

As of December 31, 2023, FourWorld held December 2023 Warrants to purchase 117,648 shares of our Common Stock at an exercise price of $ 4.25 per share and December 2023 Warrants to purchase 17,630 shares of our Common Stock at an exercise price of $ 7.09 per share.

Two Seas funds purchased a December 2023 Note in the principal amount of $ 2.0 million and December 2023 Warrants to purchase 5 41,109 shares of our Common Stock for an aggregate purchase price of $ 2.0 million.

Interest at the rate of 11 % had accrued and was capitalized with respect to the December 2023 Notes as of December 31, 2023, in the amount of $ 18,871 for the note held by Two Seas.

As of December 31, 2023, Two Seas held December 2023 Warrants to purchase 470,589 shares of our Common Stock at an exercise price of $ 4.25 per share and December 2023 Warrants to purchase 70,523 shares of our Common Stock at an exercise price of $ 7.09 per share.

Greywolf purchased a December 2023 Note in the principal amount of $ 1.0 million and December 2023 Warrants to purchase 270,556 shares of our Common Stock for an aggregate purchase price of $ 1.0 million.

Interest at the rate of 11 % had accrued and was capitalized with respect to the December 2023 Notes as of December 31, 2023, in the amount Greywolf held December 2023 Warrants to purchase 235,295 shares of our Common Stock at an exercise price of $ 4.25 per share and December 2023 Warrants to purchase 35,261 shares of our Common Stock at an exercise price of $ 7.09 per share.

NOTE 9 – OTHER CURRENT ASSETS

Our other current assets consisted of the following:

(As Restated)

Prepaid insurance

Other prepaid assets

Total other current assets

All prepaid expenses are amortized on a straight-line basis over the term of the underlying agreements.

Deposits may be held by various entities for equipment, services, and in accordance with agreements in the normal course of business.

We eliminated from our financial results all significant intercompany transactions to the extent of our ownership interest.

The following tables provide summarized financial information for OML, the Company’s equity method accounted investee, not adjusted for the percentage ownership of the Company, compiled from OML’s financial statements, reported on a three-month lag period with an estimate of the most recent quarter results.

December 31, 2024

General expenses

Payroll expenses

December 31, 2024

Total Liabilities

Chatham Rock Phosphate, Limited.

The Company holds approximately a 1 % ownership in Chatham Rock Phosphate, Limited ( “CRPL”).

The Company records its investment under the cost method.

During 2012, the Company performed deep-sea mining exploratory services for Chatham Rock

Phosphate, Ltd.

(“ CRP”) valued at $ 1.7 million.

As payment for these services, CRP issued 9,320,348 ordinary shares to the Company.

During March 2017, Antipodes Gold Limited completed the acquisition of CRP.

The surviving entity is now CRPL.

In exchange for its 9,320,348 shares of CRP, the Company received 141,884 shares of CPRL, which represents equity ownership of, at most, approximately 1 % of the surviving entity with zero value.

We continue to carry the value of our investment in CPRL at zero in our consolidated financial statements.

Neptune Minerals, Inc.

The Company holds an ownership interest of approximately 14 % in Neptune Minerals, Inc.

We currently apply the cost method of accounting for this investment.

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.

NOTE 6 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

(As Restated)

Computers and peripherals

1 unchanged sentence

Marine equipment

Property and equipment

Accumulated depreciation

Property and equipment, net

Depreciation expense for the years ended

Depreciation expense

NOTE 7 – LOANS PAYABLE

The Company’s consolidated notes payable consisted of the following carrying values:

Loans Payable

The Company's consolidated notes payable consisted of the following carrying values and related interest expense at:

March 2023 Note

2 unchanged sentences

Vendor note payable

Seller Note payable

AFCO Insurance note payable

3 unchanged sentences

Unamortized deferred lender fee

Unamortized deferred discount

Unamortized debt discount

Total Loans payable, net

1 unchanged sentence

Loans payable—long term

On March 11, 2015, in connection with the Stock Purchase Agreement (refer to the discussion of the Convertible Preferred Stock

in Note 15 – Stockholders’ Equity/(Deficit)

below) we issued promissory notes to Minera del Norte, S.A.

(“MINOSA”) with a principal amount of $ 14.75 million (the “Minosa 1 Note”).

The outstanding indebtedness bears interest at 8.0 % percent per annum.

The Minosa 1 Note was amended from time to time in 2015, 2016, and 2017 to extend the maturity date and each amendment was accounted for as a debt modification, as the change in cash flows was not substantial.

The principal balance of the Minosa 1 Note was due and payable in full upon written demand by MINOSA and was classified as short-term debt.

The carrying amount of the Minosa 1 Note is equal to the principal amount since the amount of debt issuance costs were immaterial as of issuance and as of each amendment date.

In connection with the Minosa 1 Note, we granted MINOSA an option to purchase interest in Oceanica Resources, S.R.L.

for $ 40.0 million (the “Oceanica Call Option”) which expired on March 11, 2016 .

During December 2017, MINOSA transferred this debt to its parent company.

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 Odyssey Marine Enterprises Ltd.

up to $ 3.0 million.

By January 2018, the Company borrowed the entire $ 3.0 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 2 Note” and, together with the Minosa 1 Note, the “Minosa Notes”) and bears interest at a rate equal to 10.0 % per annum.

The carrying amount of the Minosa 2 Note is equal to the principal amount, as the amount of debt issuance costs were immaterial.

Unless otherwise converted as described below, the entire outstanding principal balance and all accrued interest and fees are due and payable upon written demand by MINOSA.

The Minosa 2 Note is classified as short-term debt.

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 James Pignatelli, 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.

The Minosa 2 Note is convertible into a maximum share count of approximately 2,177,849 shares of our common stock in the event of a default, subject to adjustment for certain dilutive events, and is settleable only in shares.

MINOSA has the right to convert all amounts outstanding under the Minosa 2 Note into shares of our common stock upon 75 days’ notice to us or upon a merger, consolidation, third party tender offer, or similar transaction relating to us.

Of the principal amount of the Minosa 2 Note, $ 2.7 million is convertible at a conversion price of $ 4.35 per share, $ 1 million is convertible at a conversion price of $ 4.19 per share, and $ 1 million is convertible at a conversion price of $ 4.13 per share.

Upon the occurrence of an event of default, the Minosa 2 Note is convertible at MINOSA’s option at a conversion price equal to one-half

of the applicable conversion price.

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 Notes, 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 Minosa Notes are paid in full.

The Second AR Waiver (x) further provides that following any conversion of the indebtedness evidenced by the Minosa 2 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 2 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.

Refer to Note 15 – Stockholders’ Equity/(Deficit)

below for information on the SPA.

In addition to being due and payable upon written demand by MINOSA, the obligations under the Minosa 2 Note may be accelerated upon the occurrence of specified events of default including (a) our failure to pay any amount payable under the Minosa 2 Note on the date due and payable;

(b) our failure to perform or observe any term, covenant, or agreement in the Minosa 2 Note or the related documents, subject to a five-day

(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;

€ 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) occurrence of a change in control (as defined in the Minosa 2 Note).

Pursuant to second amended and restated pledge agreements (the “Second AR Pledge Agreements”) entered into by us in favor of MINOSA on August 10, 2017, 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 2 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 2 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 2 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.

(“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

shares of Odyssey’s common stock;

the Minosa Notes, the Stock 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”);

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 .

As a result of executing this Termination Agreement, the Company recognized a gain on extinguishment of debt in the amount of $ 21.2 million.

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 .

March 2023 Notes and Warrant Purchase Agreement

in the principal amount of up to $ 14.0 million and (b) a warrant (the “March 2023 Warrants” and, together with the March 2023 Note, the “March 2023 Securities”) to purchase shares of our Common Stock.

The total proceeds of $ 14.0 million 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 $ 3.7 million, which is amortized over the remaining term of the March 2023 Note Purchase Agreement using the effective interest method, which is charged to interest expense.

In connection with the December 2024 amendment discussed below, any unamortized debt discount was written off to interest expense.

The principal amount outstanding under the March 2023 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 March 2023 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 March 2023 Note (“PIK Interest”), and (b) the first quarterly interest payment due under the March 2023 Note will be satisfied with PIK Interest.

The March 2023 Note provides Odyssey with the right, but not the obligation, upon notice to the holder of the March 2023 Note to redeem (x) at any time before the first anniversary of the issuance of the March 2023 Note, all or any portion of the indebtedness outstanding under the March 2023 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 March 2023 Note, all or any portion of the indebtedness outstanding under the March 2023 Note (together with all accrued and unpaid interest, including PIK Interest).

Unless the March 2023 Note is sooner redeemed at Odyssey’s option, all indebtedness under the March 2023 Note was due and payable on September 6, 2024.

On September 5, 2024, the Company entered into amendments pursuant to which the maturity date was extended from September 6, 2024, to December 6, 2024 .

Under the terms of the March 2023 Note 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 above), 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 March 2023 Note 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 March 2023 Warrant, the holder had the right for a period of three years after issuance to purchase up to 3,703,703 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 March 2023 Note Purchase Agreement, upon delivery of a notice of exercise to Odyssey.

Upon exercise of the March 2023 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.

On March 6, 2023, the Company recognized the fair value of the March 2023 Warrant using the Black-Scholes valuation technique at $ 3,742,362 and classified the warrants as equity and debt discount of the March 2023 Note.

On January 30, 2024, the March 2023 Warrant was amended to add a cashless exercise provision.

Due to that amendment, the Company determined that the March 2023 Warrant meets the definition of a derivative and is not considered indexed to the Company’s own stock due to the settlement adjustment that provides that the share price input upon cashless exercise is always based on the highest of three prices.

As such, beginning in the first quarter of 2024, the March 2023 Warrant is recognized as a derivative liability and is subsequently measured at fair value with changes recognized in earnings in the period incurred.

In connection with the execution and delivery of the March 2023 Note Purchase Agreement, Odyssey entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which Odyssey registered the offer and sale of the shares (the “Exercise Shares”) of Odyssey common stock issuable upon exercise of the Warrant in a Prospectus filed with the SEC and declared effective as of June 1, 2023.

We incurred $ 98,504 in related fees which were being amortized over the term of the March 2023 Note Purchase Agreement and charged to interest expense.

In connection with the December 2024 amendment discussed below, any unamortized debt discount was written off to interest expense.

December 2024 Amendment

On December 20, 2024, the Company and the holders of the March 2023 Securities entered into an Amendment to Note and Warrant March Purchase Agreement (the “March 2023 NWPA Amendment”) pursuant to which the March 2023 Purchase Agreement was amended to, among other things, (a) add certain covenants, including a requirement for the Company to maintain a minimum liquidity level, and modify certain existing covenants, (b) add related events of default, and (c) provide that the Company’s obligations

under the March 2023 Purchase Agreement, the March 2023 Notes, and related documents are guaranteed by specified subsidiaries of the Company.

In connection with the March 2023 NWPA Amendment, the Company issued to each of the holders of the March 2023 Securities an Amended and Restated Convertible Promissory Note (the “March 2023 AR Notes”), and the Company and such holders entered into amendments (the “March 2023 Warrant Amendments”) to the March 2023 Warrants.

The March 2023 Notes were modified by the March 2023 AR Notes to, among other things, (a) extend the maturity date to June 30, 2025, and, subject to an amendment of the Company’s December 2023 Notes (as defined below), to December 31, 2025, (b) add a conversion feature pursuant to which the holders have the right to convert the indebtedness under the March 2023 AR Notes into shares of the Company’s common stock at a conversion rate equal to 75 % of the 30-day volume weighted average price of the Company’s common stock, provided that the conversion rate will not be less than $ 1.10 or greater than $ 2.20 .

The March 2023 AR Notes include limitations on the holders’ right to exercise the conversion feature, including customary limitations intended to ensure compliance with the rules of the Nasdaq Capital Market and a provision that provides the Company with the right to settle any exercise of the conversion feature in cash rather than by issuing shares of common stock.

The condition relating to amendment of the December 2023 Notes also was satisfied on December 20, 2024, such that the maturity date of the March 2023 AR Notes is currently December 31, 2025.

The March 2023 Warrant Amendments modify the exercise price of the March 2023 Warrants from $ 3.78 to $ 1.10 .

In connection with the March 2023 NWPA Amendment, the Company also granted (a) registration rights to the holders of the March 2023 AR Notes and the March 2023 Warrants with respect to the shares of common stock issuable upon conversion or exercise thereof and (b) provided the holders with security interests in additional collateral to secure the Company’s obligations to the holders.

The Company and the investors also entered into a Registration Rights Agreement (the “March 2023 Rights Agreement”) pursuant to which the Company agreed to prepare and file a registration statement with the SEC relating to the offer and sale of the shares of common stock on or before February 28, 2025.

The investors also have certain “piggyback” registration rights under the March 2023 Rights Agreement.

The March 2023 NWPA Amendment, the March 2023 AR Notes, the March 2023 Warrant Amendments, and the March 2023 Rights Agreement also include representations and warranties, covenants, conditions, and other provisions customary for comparable transactions.

The Company evaluated the March 2023 NWPA Amendment under ASC 470 and concluded it should be recorded as a debt extinguishment as it added a substantive conversion option.

In addition, based on the criteria of ASC 480 and ASC 815-15-25-1, the March 2023 AR Notes are classified as a liability on the consolidated balance sheet with a conversion option that is recorded as an embedded derivative.

As a result, the conversion option was recorded as discount on the debt and adjusted to fair value at each reporting period outstanding with changes recognized through Change in derivative liabilities fair value on the consolidated statement of operations.

In addition, the warrants are considered a standalone liability-classified instrument, therefore they are unlinked from the debt and considered separate instruments.

The repricing of the warrants was measured to fair value based on the new prices as of the amendment date and subsequently remeasured at each reporting date.

At December 31, 2024, the debt instrument and embedded derivatives were recorded on the consolidated balance sheets as $ 13.1 million, in Loans payable – short term, and $ 2.7 million, in debt derivative, respectively.

For the years ended December 31, 2024 and 2023, we recorded $ 1.8 million and $ 2.0 million of interest expense from the amortization of the debt discount, respectively, and $ 44,934 and $ 53,810 interest from the fee amortization which has been recorded in interest expense, respectively.

The carrying value of the debt was $ 11.6 million and $ 13.1 million as of December 31, 2024 and 2023, respectively, which includes of interest Paid In Kind (“PIK”) of $ 1.2 million and $ 0.9 million , respectively, and was net of unamortized debt fees of $ 89,820 and $ 44,693 , net of unamortized debt discount of $ 1.5 million and $ 1.7 million , respectively, associated with the fair value of the warrant.

The total face value of this obligation at December 31, 2024 and 2023 was $ 13.1 million and $ 14.9 million , respectively.

December 2023 Note and Warrant Purchase Agreement

On December 1, 2023, we entered into a Note and Warrant Purchase Agreement (the “December 2023 Note Purchase Agreement”) with institutional investors pursuant to which we issued and sold to the investors (a) a series of promissory notes (the “December 2023 Notes”) in the principal amount of up to $ 6.0 million and (b) two tranches of warrants (the “December 2023 Warrants” and, together with the December 2023 Notes, the “December 2023 Securities”) to purchase shares of our common stock.

The total proceeds of $ 6.0 million were allocated between debt and warrant liability by recognizing the warrants at their full fair value and allocating the residual proceeds to the December 2023 Notes.

The initial fair value of the December 2023 Warrants was $ 2.4 million, resulting in a corresponding discount on the December 2023 Notes which is being amortized over the remaining term of the December 2023 Note Purchase Agreement using the effective interest method, which is charged to interest expense.

The principal amount outstanding under the December 2023 Notes bears interest at the rate of 11.0 % per annum, and interest is payable in cash on a quarterly basis, except that, (a) at our option and upon notice to the holder of the December 2023 Notes, 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 December 2023 Notes (“December 2023 PIK Interest”), and (b) the first quarterly interest payment due under the December 2023 Notes will be satisfied with December 2023 PIK Interest.

The December 2023 Notes provide us with the right, but not the obligation, upon notice to the holders of the December 2023 Notes to redeem (x) at any time before the first anniversary of the issuance of the December 2023 Notes, all or any portion of the indebtedness outstanding under the December 2023 Notes (together with all accrued and unpaid interest, including December 2023 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 December 2023 Notes, all or any portion of the indebtedness outstanding under the December 2023 Notes (together with all accrued and unpaid interest, including December 2023 PIK Interest).

Unless the December 2023 Notes are sooner redeemed at our option, all indebtedness under the December 2023 Notes was due and payable on June 1, 2025.

Under the terms of the December 2023 Note Purchase Agreement, we agreed to use the proceeds of the sale of the December 2023 Securities for working capital and other general corporate expenditures and to pay fees and expenses related to the transactions contemplated by the December 2023 Note Purchase Agreement.

Our obligations under December 2023 Notes are secured by a pledge of and security interest in our equity interests in Odyssey Marine Cayman Limited (subject to limited stated exclusions).

Under the terms of the first tranche of December 2023 Warrants, the holders had the right for a period of three years after issuance to purchase an aggregate of up to 1,411,765 shares of our common stock at an exercise price of $ 4.25 per share, which represents 120.0 % of the official closing price of our common stock on the Nasdaq Capital Market immediately preceding the signing of the December 2023 Note Purchase Agreement, upon delivery of a notice of exercise to Odyssey.

Under the terms of the second tranche of December 2023 Warrants, the holders have the right for a period of three years after issuance to purchase an aggregate of up to 211,565 shares of our common stock at an exercise price of $ 7.09 per share, which represents 200.0 % of the official closing price of our common stock on the Nasdaq Capital Market immediately preceding the signing of the December 2023 Note Purchase Agreement, upon delivery of a notice of exercise to Odyssey.

Upon exercise of the December 2023 Warrants, 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 December 2023 Warrants provide the holders with a cashless exercise option if we have announced payment of a dividend or distribution on account of our common stock.

The December 2023 Warrants also include 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 December 2023 Note Purchase Agreement, we entered into a registration rights agreement (the “December 2023 Registration Rights Agreement”) pursuant to which we agreed to register the offer and sale of the shares (the “December 2023 Exercise Shares”) of our common stock issuable upon exercise of the December 2023 Warrants.

Pursuant to the December 2023 Registration Rights Agreement, we agreed to prepare and file with the SEC a registration statement covering the resale of the December 2023 Exercise Shares and to use our reasonable best efforts to have the registration statement declared effective by the SEC as soon as practicable thereafter, subject to stated deadlines.

The Company determined that the December 2023 Warrants meet the definition of a derivative and are not considered indexed to the Company’s own stock due to the settlement adjustment that provides that the share price input upon cashless exercise is always based on the highest of three prices.

As such, the December 2023 Warrants were recognized as derivative liabilities and will be initially and subsequently measured at fair value with the gain or loss due to changes in fair value recognized in the current period.

The Company noted that when debt is issued with liability-classified stock purchase warrants, the residual method should be used so that the warrants are recognized at fair value at issuance and the residual proceeds are allocated to the debt.

We incurred $ 65,500 in related expenses, which are being amortized over the term of the December 2023 Note Purchase Agreement and charged to interest expense.

December 2024 Amendment

On December 20, 2024, the Company and the holders of the December 2023 Securities entered into an Amendment to Note and Warrant Purchase Agreement (the “December 2023 NWPA Amendment”) pursuant to which issued to each of the holders of the December 2023 Securities an Amended and Restated Convertible Promissory Note (the “December 2023 AR Notes”), and the Company and such holders entered into amendments (the “December 2023 Warrant Amendments”) to the December 2023 Warrants.

The December 2023 Notes were modified by the December 2023 AR Notes to, among other things, (a) extend the maturity date to April 1, 2026, (b) add a conversion feature pursuant to which the holders have the right to convert the indebtedness under the December 2023 AR Notes into shares of the Company’s common stock at a conversion rate equal to 75 % of the 30-day volume weighted average price

of the Company’s common stock, provided that the conversion rate will not be less than $ 1.10 .

The December 2023 AR Notes include limitations on the holders’ right to exercise the conversion feature, including customary limitations intended to ensure compliance with the rules of the Nasdaq Capital Market and a provision that provides the Company with the right to settle any exercise of the conversion feature in cash rather than by issuing shares of common stock.

The December 2023 Warrant Amendments modify the exercise price of one tranche of the December 2023 Warrants from $ 4.25 to $ 1.23 and the exercise price of the other tranche of the December 2023 Warrants from $ 7.09 to $ 2.05 .

In connection with the December 2023 NWPA Amendment, the Company also granted registration rights to the holders of the December 2023 AR Notes and the December 2023 Warrants with respect to the shares of common stock issuable upon conversion or exercise thereof.

The Company and the investors also entered into a Registration Rights Agreement (the “December 2023 Rights Agreement”) pursuant to which the Company agreed to prepare and file a registration statement with the SEC relating to the offer and sale of the shares of common stock on or before February 28, 2025.

The investors also have certain “piggyback” registration rights under the December 2023 Rights Agreement.

The Company evaluated the December 2023 NWPA Amendment under ASC 470 and concluded it should be recorded as a debt extinguishment as it added a substantive conversion option.

In addition, based on the criteria of ASC 480 and ASC 815-15-25-1, the December 2023 AR Notes are classified as a liability on the consolidated balance sheet with a conversion option that is recorded as an embedded derivative.

In addition, the warrants are considered a standalone liability-classified instrument, therefore they are unlinked from the debt and considered separate instruments.

The repricing of the warrants was measured to fair value based on the new prices as of the amendment date and subsequently remeasured at each reporting date.

At December 31, 2024, the debt instrument and embedded derivatives were recorded on the consolidated balance sheets at fair value of $ 6.7 million, inclusive of $ 0.2 million of accrued interest, in Loans payable, and $ 0.3 million, in debt derivative, respectively.

For the year ended December 31, 2024 and 2023, we recorded $ 2.3 million and $ 0.1 million of interest expense from the amortization of the debt discount, respectively, and $ 50,799 and $ 3,705 interest from the fee amortization, respectively.

The carrying value of the debt was $ 6.0 million and $ 3.7 million as of December 31, 2024 and 2023, respectively, and was net of unamortized debt fees of $ 29,710 and $ 61,795 , respectively, and net of unamortized debt discount of $ 0.5 million and $ $ 2.3 million , respectively, associated with the fair value of the warrant.

The total face value of this obligation at December 31, 2024 and 2023 was $ 6.6 million and $ 6.0 million , respectively.

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 $ 150,000 , with proceeds to be used for working capital purposes.

The principal amount of the EIDL Loan is $ 0.2 million , 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.

Per the agreement, payments reduce accrued interest first and then applied against the principal.

In 2021, the SBA extended this 12-month period, setting the first payment due date in December 2022.

Per the agreement, payments reduce accrued interest first and are then applied against the principal.

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.

As of both December 31, 2024 and 2023, the Company’s principal balance on the EIDL Loan amounted to $ 0.2 million and is recorded as Loans payable in the consolidated balance sheets.

Vendor Note Payable

We currently owe a vendor $ 484,009 as an interest-bearing trade payable.

We currently owe a vendor $ 0.5 million as an interest-bearing trade payable.

This trade payable bears simple annual interest at a rate of 12.0 %.

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Seller Note Payable

On December 2, 2022, we entered into an Amended and Restated Purchase and Sale Agreement (“Purchase and Sale Agreement”) with the seller of certain marine equipment (“Seller”).

In December 2022, we entered into 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”).

On April 4, 2023, we paid this loan in full using the proceeds from the April 4, 2023 sale-leaseback transaction discussed in Note 13.

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”).

On April 4, 2023, the Company paid this loan in full.

AFCO Insurance Note Payable

On November 1, 2023, we entered into the Premium Finance Agreement with AFCO Credit Corporation (“AFCO”).

On November 1, 2024, we executed the Premium Finance Agreement with AFCO Credit Corporation (“AFCO”).

Pursuant to the Premium Finance Agreement, AFCO agreed to finance the Directors and Officers (“D&O”) Insurance premiums evidenced by the promissory note in the amount of $ 565,512 equally over an 11-month period, bearing interest at a rate of 6.40 % per annum, maturing on October 31, 2025 .

On November 1, 2023, we executed the Premium Finance Agreement with 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, 2024 .

On November 1, 2022, we entered into the Premium Finance Agreement with 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, that matured on November 30, 2023 .

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 March 2023 Note (as defined below).

March 2023 Note and Warrant Purchase Agreement

On March 6, 2023, Odyssey entered into a Note and Warrant Purchase Agreement (the “March 2023 Note Purchase Agreement”) with an institutional investor pursuant to which Odyssey issued and sold to the investor (a) a promissory note (the “March 2023 Note”) in the principal amount of up to $ 14.0 million and (b) a warrant (the “March 2023 Warrant” and, together with the March 2023 Note, the “March 2023 Securities”) to purchase shares of Odyssey’s common stock.

The total proceeds of $ 14.0 million 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 $ 3,742,362 , which is being amortized over the remaining term of the March 2023 Note Purchase Agreement using the effective interest method, which is charged to interest expense.

We incurred $ 98,504 in related fees which are being amortized over the term of the March 2023 Note Purchase Agreement and charged to interest expense.

Unless the March 2023 Note is sooner redeemed at Odyssey’s option, all indebtedness under the March 2023 Note is due and payable on September 6, 2024.

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 March 2023 Warrant, the holder has the right for a period of three years after issuance to purchase up to 3,703,703 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 March 2023 Note Purchase Agreement, upon delivery of a notice of exercise to Odyssey.

For the year ended December 31, 2023, the Company incurred $ 2,044,377 for the amortization of the debt discount, which has been recorded in interest expense and $ 53,810 interest from the fee amortization which has been recorded in interest expense.

The December 31, 2023 carrying value of the debt was $ 13,116,138 , which includes of interest Paid In Kind (“PIK”) of $ 858,816 , and was net of unamortized debt fees of $ 44,693 , net of unamortized debt discount of $ 1,697,985 associated with the fair value of the warrant.

The total face value of this obligation at December 31, 2023 was $ 14,858,816 .

On June 29, 2023 we entered into a Note Purchase Agreement (“Note Agreement”) with 37N pursuant to which 37N agreed to loan us $ 1,000,000 .

On June 29, 2023, we entered into a Note Purchase Agreement (“Note Agreement”) with 37North SPV 11, LLC (“37N”) pursuant to which 37N agreed to loan us $ 1.0 million.

The proceeds from this transaction were received in full on June 29, 2023.

Pursuant to the Note Agreement, the indebtedness was non-interest

bearing and matured on July 30, 2023.

At any time from 31 days after the maturity date, 37N has 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) 120% of the amount of the indebtedness, by (B) the lower of $3.66 or 70% of the 10-day

volume-weighted average principal (“VWAP”) market trading price of Common Stock.

Pursuant to the Note Agreement, the indebtedness was non-interest bearing and matured on July 30, 2023.

The aggregate maximum number of shares of Common Stock to be issued in connection with conversion of the indebtedness is not to exceed (i) 19.9 % of the outstanding shares of Common Stock prior to the date of the Agreement, (ii) 19.9 % of the combined voting power of the outstanding voting securities, or (iii) such number of shares of Common Stock that would violate 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 108 % of the unpaid principal.

Any time prior to maturity, the Company had the option to prepay the indebtedness at an amount of 108 % of the unpaid principal.

From the maturity date to 29 days after the maturity date (August 27, 2023), we were permitted to repay all (but not less than) of an amount equal to 112.5 % of the unpaid amount of the indebtedness.

At any time after the 30th day after the maturity date (August 28, 2023), we are permitted to repay all (but not less than) of an amount equal to 115 % of the unpaid amount of the indebtedness after 10 days’ notice.

If 37N delivers an exercise notice during this 10 -day

period, the Note would be converted to shares of Common Stock, instead of being repaid.

As of December 31, 2023, we have not repaid this Note Agreement.

If 37N delivers an exercise notice during this 10 -day period, the note issued pursuant to the Note Agreement (the “37N Note”) would be converted to shares of Common Stock, instead of being repaid.

If 37N delivers an exercise notice and the number of shares issuable is limited by the 19.9 % limitation outlined above, then we are permitted to repay all the remaining unpaid amount of the Loan in an amount equal to 130 % of the remaining unpaid amount.

On December 27, 2023, 37N delivered an exercise notice to us pursuant to which it exercised its right to convert $ 360,003 of the outstanding indebtedness under the Note Agreement into shares of our Common Stock.

In accordance with the Note Agreement, based on the applicable conversation rate of $ 2.3226 under the agreement, we issued 155,000 shares of our common Stock to 37N on December 29, 2023.

We evaluated the indebtedness and, based on the criteria of ASC 480 Distinguishing Liabilities from Equity and 815 Derivatives and Hedging, the 37N convertible note is classified as a liability on the consolidated balance sheet with a share settled redemption feature that is recorded as an embedded derivative.

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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.

At December 31, 2023, the debt instrument and embedded derivatives were recorded on the consolidated balance sheets at fair value of $ 804,997 and $ 702,291 , respectively, under Loans payable – short term and Derivative liabilities and other – long term.

On March 7, 2022, we entered into a Note Purchase Agreement (“2022 Note Agreement”) with 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 2022 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

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 2022 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 2022 Note Agreement with 37N.

On July 6, 2022, the Company paid the remaining $ 100,000 of the outstanding amounts payable under the 2022 Note Agreement with 37N.

December 2023 Note and Warrant Purchase Agreement

Unless the December 2023 Notes are sooner redeemed at our option, all indebtedness under the December 2023 Notes is due and payable on June 1, 2025.

Our obligations under December 2023 Notes are secured by a pledge of and security interest in our equity interests in Odyssey Marine Cayman Limited (subject to limited stated exclusions).

Under the terms of the first tranche of December 2023 Warrants, the holders have the right for a period of three years after issuance to purchase an aggregate of up to 1,411,765 shares of our common stock at an exercise price of $ 4.25 per share, which represents 120.0 % of the official closing price of our common stock on the Nasdaq Capital Market immediately preceding the signing of the December 2023 Note Purchase Agreement, upon delivery of a notice of exercise to Odyssey.

The December 2023 Warrants provide the holders with a cashless exercise option if we have announced payment of a dividend or distribution on account of our common stock.

Pursuant to the December 2023 Registration Rights Agreement, we agreed to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement covering the resale of the December 2023 Exercise Shares and to use our reasonable best efforts to have the registration statement declared effective by the SEC as soon as practicable thereafter, subject to stated deadlines.

As such, the December 2023 Warrants were recognized as derivative liabilities and will be initially and subsequentially measured at fair value with the gain or loss due to changes in fair value recognized in the current period.

We incurred $ 65,500 in related expenses, which are being amortized over the term of the December 2023 Note Purchase Agreement and charged to interest expense.

The initial fair value of the December 2023 Warrants was $ 2,392,563 , resulting in a corresponding discount on the December 2023 Notes which is being amortized over the remaining term of the December 2023 Note Purchase Agreement using the effective interest method, which is charged to interest expense.

For the year ended December 31, 2023, we recorded $ 135,099 of interest expense from the amortization of the debt discount and $ 3,705 interest from the fee amortization, respectively.

At December 31, 2023, the carrying value of the debt was $ 3,680,741 and was net of unamortized debt fees of $ 61,795 , net of unamortized debt discount of $ 2,257,464 associated with the fair value of the warrant.

The total face value of this obligation at December 31, 2023 was $ 6,611,839 .

The interest rate of the December 2023 Notes was 11.0 % as of December 31, 2023.

On December 27, 2023, 37N delivered an exercise notice to us pursuant to which it exercised its right to convert $ 0.4 million of the outstanding indebtedness under the Note Agreement into shares of our Common Stock.

In accordance with the Note Agreement, based on the applicable conversion rate of $ 2.3226 under the agreement, we issued 155,000 shares of our Common Stock to 37N on December 29, 2023.

Throughout 2024, 37N delivered exercise notices as follows:

• In June 2024, 37N delivered an exercise notice to us pursuant to which it exercised its right to convert $ 0.2 million of the outstanding indebtedness under the Note Agreement into shares of our Common Stock.

In accordance with the Note Agreement, based on the applicable conversion rate of $ 3.6491 , we issued 55,000 shares of our Common Stock to 37N on June 24, 2024.

• In July 2024, 37N delivered an exercise notice to us pursuant to which it exercised its right to convert $ 0.1 million of the outstanding indebtedness under the Note Agreement into shares of our Common Stock.

In accordance with the Note

Agreement, based on the applicable conversion rate of $ 3.2781 , we issued 31,000 shares of our Common Stock to 37N on July 18, 2024.

• In September 2024, 37N delivered an exercise notice to us pursuant to which it exercised its right to convert $ 0.3 million of the outstanding indebtedness under the Note Agreement into shares of our Common Stock.

In accordance with the Note Agreement, based on the applicable conversion rate of $ 2.8161 , we issued 89,000 shares of our Common Stock to 37N on September 12, 2024.

• In October 2024, 37N delivered exercise notices to us pursuant to which it exercised its right to convert the remainder of the outstanding indebtedness under the Note Agreement, amounting to $ 0.5 million, into shares of our Common Stock.

In accordance with the Note Agreement, based on the applicable conversion rates of ranging between $ 0.41055 and $ 0.6993 , we issued 853,671 shares of our Common Stock to 37N during October 2024.

As a result of the above conversions, as of December 31, 2024 , the debt instrument and embedded derivatives related to the Note Agreements were zero.

At December 31, 2023, the debt instrument and embedded derivatives were recorded on the consolidated balance sheets at fair value of $ 0.8 million and $ 0.7 million, respectively, under Loans payable – short term and Derivative liabilities and other – long term.

On February 28, 2023, Odyssey issued a $ 0.3 million 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 DP SPV Note.

On March 11, 2015, we issued promissory notes to Minera del Norte, S.A.

(“MINOSA”) with a principal amount of $ 14.75 million (the “Minosa 1 Note”).

During December 2017, MINOSA transferred this debt to its parent company.

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 Odyssey Marine Enterprises Ltd.

up to $ 3.0 million.

By January 2018, the Company borrowed the entire $ 3.0 million against this facility, and Epsilon Acquisitions LLC (“Epsilon”) assigned $ 2.0 million of its previously held debt to MINOSA.

During December 2017, MINOSA transferred this indebtedness to its parent company.

On July 15, 2021, $ 0.4 million of this indebtedness with accumulated interest of $ 0.2 million was transferred to James Pignatelli, 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.

Settlement, Release and Termination Agreement of the MINOSA 1 and MINOSA 2

On March 3, 2023, Odyssey, Altos Hornos de México, S.A.B.

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 Stock 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”);

• 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 .

As a result of executing this Termination Agreement, the Company recognized a gain on extinguishment of debt in the amount of $ 21.2 million.

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 $ 0.5 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 in the principal amount of $ 0.4 million and convertible at a conversion price of $ 4.35 per share, pursuant to which the outstanding aggregate obligation with accrued interest was $ 0.6 million.

Pignatelli Note

On March 6, 2023, Odyssey issued a new unsecured Convertible Promissory Note in the principal amount of $ 0.5 million to Mr.

Pignatelli bearing interest at the rate of 10.0 % per annum convertible into Common Stock of Odyssey at a conversion price of $ 3.78 per share.

On September 13, 2024, Mr.

Pignatelli converted all outstanding principal and interest under the note, amounting to $ 0.6 million, to shares of our Common Stock.

Accordingly, during the year ended December 31, 2024 , the Company issued 152,461 shares of our Common Stock to Mr.

Pignatelli and the balance of the note at December 31, 2024 amounted to zero .

Accrued interest

Total accrued interest associated with our financing was $ 912,615 and $ 12,265,891 as of December 31, 2023 and 2022, respectively.

NOTE 12 FAIR VALUE FINANCIAL INSTRUMENTS

Derivative Financial Instruments

Total accrued interest associated with our financings was $ 1.0 million and $ 0.9 million as of December 31, 2024 and 2023 , respectively.

NOTE 8 – FAIR VALUE MEASUREMENTS

The Company did not have any financial assets measured on a recurring basis.

The following tables summarize our fair value hierarchy for our financial liabilities measured at fair value on a recurring basis as of December 31, 2024 and 2023.

Fair Value at December 31,

37N Note embedded derivative

Put option liability

Litigation financing

2022 Warrants

March 2023 Warrants

December 2023 Warrants

March 2023 Note Conversion Option

December 2023 Note Conversion Option

Total of fair valued liabilities

At December 31, 2023, the Company recorded the 37N Note at fair value, Level 3, for which the valuation techniques used to measure the fair value of the Company’s debt instruments are generally based on observable inputs other than quoted prices in an active market.

The OML Put Option valuation as of December 31, 2023, was based on expected timing and likelihood of completing the subsequent closings, the exercise period of the equity exchange agreement, share price and volatility.

At December 31, 2024 and 2023, the Litigation financing was measured at fair value, Level 3.

The Litigation financing valuation was based on the following assumptions:

amounts funded by the Funder, the corresponding IRR calculation, applicable percentage applicable to the recovery percentage calculation and management’s good-faith estimates for estimated outcome probabilities and estimated debt repayment dates.

The 2022 Warrants, the December 2023 Warrants and the March 2023 Warrants are measured at fair value, Level 3, using a Black-Scholes valuation model.

The assumptions used in this model included the use of key inputs, including expected stock volatility, the risk–free interest rate, the expected life of the option and the expected dividend yield.

Expected volatility is calculated based on the historical volatility of our Common Stock over the term of the warrant.

Risk–free interest rates are calculated based on risk–free rates for the appropriate term.

The expected life is estimated based on contractual terms as well as expected exercise dates.

The dividend yield is based on the historical dividends issued by us.

If the volatility rate or risk-free interest rate were to change, the value of the warrants would be impacted.

The embedded derivative for the conversion options on the March 2023 Notes and December 2023 Notes are measured at fair value, Level 3, using the with-and-without valuation method.

The assumptions used in this model included the use of

key inputs, including expected stock volatility, the risk–free interest rate, the expected life of the option, the expected dividend yield, and the appropriate discount rate.

Expected volatility is calculated based on the historical volatility of our Common Stock over the term of the notes.

Risk–free interest rates are calculated based on risk–free rates for the appropriate term.

The expected life is estimated based on contractual terms.

The dividend yield is based on the historical dividends issued by the Company.

The discount rate is implied based on other inputs to backsolve the concluded issuance date valuation to the market rate.

If the volatility rate or risk-free interest rate were to change, the value of the notes would be impacted.

The following tables summarize the fair values and related carrying values of financial instruments at December 31, 2024 that are not required to be remeasured at fair value on a recurring basis.

December 31, 2024

Carrying Value

March 2023 Note (1)

December 2023 Note (1)

(1) As of December 31, 2023, prior to the 2024 amendments disclosed in Note 7, Loans Payable which added a conversion feature, the carrying value of the March 2023 Notes and December 2023 Notes approximated their fair value.

Items not included in the above disclosures include cash and cash equivalents, accounts and other related party receivables, other current assets and accounts payable.

The carrying values of those items, as reflected in the Consolidated Balance Sheets, approximate their fair value at December 31, 2024 and 2023.

The fair value of assets and liabilities whose carrying value approximates fair value is determined using Level 2 inputs, with the exception of cash and cash equivalents (Level 1).

Changes in our Level 3 fair value measurements were as follows:

Conversion Option

December 2023

Conversion Option

December 2023

Conversion Option

2022 Warrants

Balance as of December 31, 2022

Issuance of new instrument

Issuance of new funding

Change in fair value

Warrants Exercised

Debt conversion to equity

Balance as of December 31, 2023

Debt conversion to equity

Added conversion option (embedded derivative)

Classification of warrants as liability

Warrant repricing (Note 7)

Change in fair value

Balance as of December 31, 2024

Additional information about the litigation financing liability and embedded derivative liability related to the March 2023 Notes and December 2023 Notes is included in Note 9, Derivative Financial Instruments .

NOTE 9 – DERIVATIVE FINANCIAL INSTRUMENTS

Litigation Financing

On June 14, 2019, Odyssey and Exploraciones Oceánicas S.

1 unchanged sentence

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.

The fair value of this derivative instrument at December 31, 2023 is $ 52.1 million and is recorded in our consolidated balance sheet in Derivative liabilities and other – long term.

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”).

Under the terms of the Agreement, the Funder agreed to make Claims Payments in an aggregate amount not to exceed $ 6.5 million (the "Maximum Investment Amount").

The Maximum Investment Amount will be made available to the Claimholder in two phases, as set forth below:

(a) 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”);

(b) 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”).

(a) a first phase, in which the Funder shall make Claims Payments in an aggregate amount no greater than $ 1.5 million for the payment of antecedent and ongoing costs ("Phase I Investment Amount");

(b) a second phase, in which the Funder shall make Claims Payments in an aggregate amount no greater than $ 5.0 million 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").

4 unchanged sentences

The Funder was due closing fee of $ 80,000 for the 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 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.

5 unchanged sentences

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”).

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.

2 unchanged sentences

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

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.

29 unchanged sentences

• 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 was retained by the Funder in connection with due diligence and other transaction costs incurred by the Funder.

This closing fee was expensed when incurred;

Warrants to purchase our common stock were issued that are 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 may 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);

• A closing fee of $ 0.2 million has been retained by the Funder in connection with due diligence and other transaction costs incurred by the Funder;

• 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);

• 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.

During 2020, the Funder provided us with $ 2.0 million of the Arbitration Support Funds, and we incurred $ 0.2 million 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 an immediate expense of $ 1,063,811 related to the derivative.

As a result, there was an immediate expense of $ 1.1 million related to the derivative.

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.

2 unchanged sentences

Treasury yield curve in effect at the time of measurement.

As a result, the fair value of these warrants, $ 1.1 million, was bifurcated from debt and allocated to equity.

The debt then was accreted back up to its face value over a period of three years.

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 and were expensed when incurred.

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 $ 20.0 million (the "Maximum Investment Amount").

The Second Restated Agreement required the Funder to make Claims Payments in an aggregate amount no greater than $ 10.0 million for the purposes of pursuing the Subject Claim to a final award ("Phase III Investment Amount").

We also incurred $ 0.2 million 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.

1 unchanged sentence

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”).

Under the terms of the Third Restated Agreement, the Funder agreed to make Claims Payments in an aggregate amount not to exceed $ 25.0 million, 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").

1 unchanged sentence

We also incurred $ 80,000 in related fees which were treated as an additional advance.

These fees were expensed when incurred.

This Third Restated Agreement includes the same representations and warranties, covenants, conditions, termination and indemnification provisions, and other provisions as in the original agreement.

As of December 31, 2024, the Funder has made Claim Payments in the aggregate amount of $ 24.8 million.

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, which was expensed to Other expenses when incurred.

The Company determined that the financing arrangement was a derivative, measured at fair value within the scope of ASC 815 Derivatives and Hedging.

Subsequently, any changes in the fair value of the derivative will be reported in earnings on a quarterly basis.

Fair value was calculated as the midpoint of estimated ranges of the probability-weighted present value of potential results based on management assumptions.

As such, the fair value of the obligation on December 31, 2023, and 2022 was $ 52.1 million and $ 45.4 million, respectively, with changes in the fair value of $ 6.7 million and $ 15.7 million for the years ended December 31, 2023 and 2022, respectively.

See NOTE 2 for discussion of the correction of a material prior period error and fair value of financial instrument.

See NOTE 11 Loan Payable for discussion related to the accounting for the 37N embedded derivative.

Warrant Liability

On June 10, 2022, we sold an aggregate of 4,939,515 shares of our Common Stock and the 2022 Warrant to holders 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 (the “2022 Warrant Price”) per share of common stock.

Each unit was sold at a negotiated price of $ 3.35 per unit.

The 2022 Warrant is exercisable at any time beginning on December 10, 2022 , and ending on the close of business on June 10, 2027 .

Under the terms of the 2022 Warrant agreement, the Holders are entitled, to purchase from the Company one share of Common Stock, at the price of $ 3.35 per share.

The Company in its sole discretion may lower the 2022 Warrant Price at any time prior to the expiration date for a period of not less than twenty Business Days, provided that the Company shall provide at least twenty days prior written notice of such reduction to Holders of the 2022 Warrant and provided further that any such reduction shall be identical among all of the 2022 Warrant.

A Warrant may be exercised by the Holder by delivering the aggregate exercise price unless the Holder chooses net settlement via the cashless exercise option if, there is no active registration statement or available prospectus for the issuance of the Warrant Shares by the Holder.

In a cashless exercise, the Holder will receive a number of Warrant Shares determined by dividing [(A-B)

(X)] by (A), where (A) represents volume-weighted average price of the common stock or the bid price of common stock, depending on the circumstances, (B) represents the Exercise Price of the Warrant, as adjusted, and (X) represents the number of Warrant Shares that would be issued upon exercise of the Warrant, if it were a cash exercise rather than a cashless exercise.

then the Company must reimburse the Holder in cash for the difference between the total purchase price of the Common Stock purchased and the product of the number of Warrant Shares that should have been delivered and the sale price at which the obligation to purchase arose.

The 2022 Warrants also included 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.

The Company determined that the 2022 Warrant meets the definition of a derivative and is not considered indexed to the Company’s own stock due to the input related to the price per share and any non-cash

consideration.

Management determined that this input would preclude the 2022 Warrant from being indexed to the Company’s stock given that this input could be affected by variables that are extraneous to the pricing of a fixed-for-fixed

option or forward contract on equity shares.

As such, the 2022 Warrant was recognized as derivative liabilities and will be initially and subsequentially measured at fair value with the gain or loss due to changes in fair value recognized in the current period.

Management determined that the $ 1.8 million in incremental costs directly attributable to the Common Stock Offering and the issuance of the 2022 Warrant shall be allocated between the two instruments in proportion to the allocation of the issuance proceeds.

Furthermore, the incremental costs allocated to the Common Stock were recorded as a reduction of the proceeds in equity while the incremental costs allocated to the 2022 Warrant of $ 1.087 million were expensed as incurred.

See NOTE 2 for discussion of the correction of a material prior period error and fair value of financial instrument.

See NOTE 11 Loan payable for discussion related to the accounting for the December 2023 Warrants.

The Company’s oustanding and exercisable warrants as of December 31, 2023 are presented below:

Exercise Price

Expiration Date

A five-year exercise period 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 12 Fair Value Financial Instruments – Litigation Financing.

Trigger Date B is the date on which Proceeds are deposited into the Escrow Account.

The Company’s fair value imputs of the warrants as of December 31, 2023 are presented below:

Exercise price

Term in years

Treasury Yield

58.3 %- 59.9 %

Derivative liabilities

The Company’s fair value imputs of derivative liabilities as of December 31, 2023 are presented below:

Exercise price

Term in years

Treasury Yield

Put Option Liability

See NOTE 7 Investment in Unconsolidated Entities for discussion regarding the Ocean Minerals, LLC Exchange Agreement.

NOTE 13 - SALE-LEASEBACK FINANCING OBLIGATIONS

On April 4, 2023 and June 30, 2023 , the Company’s subsidiaries sold marine equipment to separate third-party buyers for $ 3.5 million and $ 1.0 million, respectively.

Simultaneously with each sale, the subsidiaries entered into lease agreements with each buyer of the respective marine equipment (the sale of the property and simultaneous leaseback is referred to as a “sale-leaseback”).

Each of the leases is for a term of 4 years .

Under the terms of the lease agreements, the initial base rent is $ 35,000 and $ 10,000 per month, respectively.

As a part of each of the lease agreements, the lessee is granted an option to purchase the marine equipment back from the buyer, that can be exercised at any time during the period commencing on the first anniversary of the date of the agreements and ending on the day that is 120 days prior to the expiration of the lease term.

If the lessee has not already delivered such notice at least 120 days prior to the expiration of the lease term, it is required to purchase the marine equipment upon the expiration of the lease term.

The Company accounted for the sale-leaseback transactions as financing transactions with the purchasers of the property in accordance with ASC Topic 842 as the lease agreements were determined to be finance leases.

The Company concluded the lease agreements both met the qualifications to be classified as finance leases due to the obligation to repurchase the equipment.

The presence of a finance lease indicates that control of the equipment has not transferred to the buyer/lessor and, as such, the transactions were each deemed a “failed sale-leaseback” and must be accounted for as a financing arrangement.

As a result of this determination, the Company is viewed as having received the sales proceeds from the buyer/lessor in the form of a hypothetical loan collateralized by its leased equipment.

The hypothetical loan is payable as principal and interest in the form of “lease payments” to the buyer/lessor.

As such, the Company will not derecognize the property from its books for accounting purposes until the lease ends.

ORI was one of Odyssey’s subsidiaries that entered into one of the sale-leaseback financing obligations noted above.

As noted in the NOTE 7 Investment in Unconsolidated Entities footnote, Odyssey transferred all of its shares in ORI to OML as part of the Investment in OML.

Pursuant to the OML Purchase Agreement, Odyssey is obligated to pay all amounts owed for rent and the repurchase of the marine equipment under the sale-leaseback agreement.

As of December 31, 2023, the carrying values of the financing liabilities were $ 3,202,044 and $ 910,288 .

The monthly lease payments are split between a reduction of principal and interest expense using the effective interest rate method.

No gain or loss was recognized related to the sale-leasebacks.

Under the April 4, 2023 and June 30, 2023 sale-leasebacks, the Company recorded third party payments of $ 350,000 and $ 100,000 respectively, as a cost of the financing obligation and recorded them as a discount.

Remaining future cash payments related to the financing liability, for the fiscal years ending December 31 are as follows:

Annual payment

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 $ 5.0 million, and (ii) Odyssey paid a $ 1.0 million non-refundable waiver fee to the Funder.

On September 17, 2024, the Company received notification from the International Centre for Settlement of Investment Disputes (“ICSID”) of the arbitral award (the “Arbitral Award”) on the claims brought by the Company on behalf of itself and ExO, against the United Mexican States under NAFTA.

The arbitral tribunal issued an award in favor of the Company and ExO.

The award orders Mexico to pay $ 37.1 million for breaching its obligations under NAFTA, plus interest (the “Award Interest”) at the one-year Mexico Treasury bond rate, compounded annually, from October 12, 2018, until the award is paid in full, plus the arbitrators’ fees and ICSID administrative costs.

The amounts awarded are net of Mexican taxes and Mexico may not tax the award.

The case filings and the award are available on the ICSID website.

On December 12, 2024, Mexico commenced an application before the Ontario Superior Court of Justice seeking to set-aside the Arbitral Award.

The fair value of the obligation at December 31, 2024 and 2023 is $ 57.0 million and $ 52.1 million, respectively, with changes in the fair value of $ 4.8 million and $ 6.7 million for the years ended December 31, 2024 and 2023, respectively.

Conversion Option - March 2023 Notes and December 2023 Notes

As discussed in Note 7, Loans Payable , the Company amended the March 2023 Notes and the December 2023 Notes to add, among other things, a conversion option.

Refer to Note 7, Loans Payable for discussion on the significant terms of the conversion.

The Company assessed the March 2023 Notes and December 2023 Notes, as amended, under ASC 815 and determined the conversion feature is an embedded liability that is recorded at fair value and remeasured to fair value on each reporting period.

As of December 31, 2024, the fair value of the derivative liability of the March 2023 Notes and December 2023 Notes was $ 2.7 million and $ 0.3 million, respectively, both which are recorded within Debt derivative liability in the consolidated balance sheet.

In addition, the Company recorded changes in the fair value of $ 2.1 million and $ 0.1 million for the March 2023 Notes and December 2023 Notes, respectively, for the year ended December 31, 2024 , which is recorded in Change in derivative liabilities fair value within the consolidated statement of operations.

NOTE 10 – ACCRUED EXPENSES

Accrued expenses consisted of the following:

(As Restated)

As of December 31,

Compensation and incentives

Professional services

Accrued Interest

Exploration license fees

Total accrued expenses

Deposits primarily consist of an earnest money deposit of $ 450,000 from CIC.

Deposits consist of an earnest money deposit of $ 0.5 million 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 agreed upon or consummated.

NOTE 11 – 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.

ExO owes consultants contingent success fees of up to $ 0.7 million that are contingent upon the approval and issuance of the Environmental Impact Assessment (“EIA”).

The EIA has not been approved as of the date of this report and the contingent success fees have not been accrued.

Lease commitment

The Company's non-cancellable operating lease for its corporate office space expired in August 2024 and was extended for a one-year period ended in July 31, 2025.

As a result, using the short-term exception under ASC 842, the Company did not record a right-of-use (“ROU”) asset and lease obligation as of December 31, 2024.

We recognized approximately $ 0.2 million and $ 0.2 million in rent expense associated with the operating leases for the years ended December 31, 2024 and 2023 , respectively, which was recorded in Marketing, general and administrative expenses on the consolidated statement of operations.

Short-term lease expense under the renewed lease amounted to $ 68,327 for the year ended December 31, 2024, which is recorded in Marketing, general and administrative expenses on the consolidated statement of operations.

Future payments under the short-term leases will be $ 95,658 for 2025.

Joint Venture Agreement

On December 23, 2024, the Company and Capital Latinoamericano, S.A.

(“CapLat”) entered into a Joint Venture Agreement (the “JV Agreement”) pursuant to which Odyssey and CapLat will work together to develop a strategic fertilizer production project in Mexico (the “Project”) building on the work completed by the Company to validate a high-quality subsea phosphate resource within Mexico’s Exclusive Economic Zone (“EEZ”).

Pursuant to the JV Agreement, the Company and CapLat will work together to develop the Project and, subject to satisfaction of certain conditions, including certain regulatory approvals from Mexican governmental authorities, subsidiaries of each party will invest as equal partners, subject to adjustment based on final contributions, in a newly formed joint venture entity that will own and continue to develop and operate the Project.

As of December 31, 2024, this newly formed entity had not been created, and Odyssey has not contributed any funds, assets or capital to a joint venture entity in connection with the JV Agreement.

Each of the parties has the right to terminate the JV Agreement if the investment into the joint venture entity does not occur on or prior to December 31, 2026, or if there is a change of control of either party.

In the event of a termination based on a change of control, the non-terminating party would be entitled to a termination fee of $ 10.0 million.

The JV Agreement also sets forth representations and warranties, covenants, conditions, termination provisions, and other provisions customary for comparable transactions.

NOTE 12 – STOCKHOLDERS’ EQUITY/(DEFICIT)

On December 27, 2023, 37N delivered an exercise notice to us pursuant to which it exercised its right to convert $ 300,003 of the outstanding indebtedness under the Note Agreement into shares of our Common Stock valued at $ 360,003 .

In accordance with the Note Agreement, and based on the applicable conversion rate of $ 2.3226 under the agreement, we issued 155,000 shares of our Common Stock to 37N on December 29, 2023.

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 sale, after offering expenses of $ 14.7 million, were $ 1.8 million.

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.

The following table summarizes our common stock warrants outstanding at December 31, 2023 and 2022:

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 12 Fair Value Financial Instruments – Litigation Financing.

Trigger Date B is the date on which Proceeds are deposited into the Escrow Account.

In conjunction with the December 2023 Note Purchase Agreement on December 1, 2023, as described above, we issued December 2023 Notes in the aggregate amount of $ 3.75 million and related warrants on December 1, 2023, and December 2023 Notes in the aggregate amount of $ 2.25 million and related warrants on December 28, 2023.

Under the terms of the first tranche of December 2023 Warrants, the holders have the right for a period of three years after issuance to purchase an aggregate of up to 1,411,769 shares of our common stock at an exercise price of $ 4.25 per share, which represents 120.0 % of the official closing price of our common stock on the Nasdaq Capital Market immediately preceding the signing of the December 2023 Note Purchase Agreement, upon delivery of a notice of exercise to Odyssey.

Under the terms of the second tranche of December 2023 Warrants, the holders have the right for a period of three years after issuance to purchase an aggregate of up to 211,569 shares of our common stock at an exercise price of $ 7.09 per share, which represents 200.0 % of the official closing price of our common stock on the Nasdaq Capital Market immediately preceding the signing of the December 2023 Note Purchase Agreement, upon delivery of a notice of exercise to Odyssey.

In conjunction with the March 2023 Note Purchase Agreement on March 6, 2023, as described above, we issued the March 2023 Warrants to purchase up to 3,703,703 shares of our common stock.

The March 2023 Warrants have an exercise price of $ 3.78 per share and are exercisable at any time during the three years after issuance ending on the close of business on March 6, 2026.

In conjunction with our sale of shares common stock and warrants on July 10, 2022, as described under Note 12 Fair Value Financial Instruments, 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 .

Authorized Shares

The Company has authorized 24,984,166 shares of Preferred Stock, par value $ 0.0001 , no ne of which is issued and outstanding as of December 31, 2024 and 2023.

The Company has authorized 75,000,000 shares of Common Stock, par value $ 0.0001 , of which 28,825,333 and 20,420,896 are issued and outstanding as of December 31, 2024 and 2023, respectively.

Stock Purchase Agreement

On December 23, 2024, we entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company issued and sold an aggregate of 7,377,912 shares of common stock to certain accredited investors at a purchase price of $ 0.55 per share.

The aggregate purchase price for the shares, before deduction of the Company’s expenses associated with the transaction, was approximately $ 4.1 million.

The SPA further provides the investors with the right, but not the obligation, to purchase an additional 7,220,141 shares of common stock at a purchase price of $ 1.10 per share at a subsequent closing to be held on April 30, 2025.

The Company analyzed the SPA, specifically with respect to the shares issued and the right to purchase additional shares at a later date within the guidance of ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging, and determined the right to purchase additional shares is a written call option that qualifies as a free standing instrument based on the definition of the second criterion in the GAAP definition of a freestanding financial instrument that the instruments are legally detachable and separately exercisable.

The Company determined the written call option does not require liability classification under Topic 480 and does not meet the definition of a derivative, as there is no net settlement provision.

Lastly, the Company concluded the written call option should be classified as an equity instrument, as it meets the criteria for equity classification of a non-derivative instrument under ASC 815-40.

On December 23, 2024, the Company recorded the written call option as well as a capital contribution from the investors under the SPA within APIC at a fair value of approximately $ 1.5 million.

The written call option does not require subsequent remeasurement each reporting period.

The capital contribution was recorded for the excess of proceeds received compared to the fair value of common stock and written call option.

The following table sets forth a summary of changes in warrants outstanding for the years ending December 31, 2024 and 2023:

Weighted-Average

Exercise Price

Balance at December 31, 2022

Cancellation/Expiration

Balance at December 31, 2023

Cancellation/Expiration

Balance at December 31, 2024 (1)

(1) On December 20, 2024, 5,327,046 warrants were remeasured at $ 1.17 weighted average exercise price in connection with the March 2023 NWPA Amendment and December 2023 NWPA Amendment .

December 2023 Warrants

In conjunction with the Purchase Agreement on December 1, 2023, as described above, we issued December 2023 Notes in the aggregate amount of $ 3.75 million and related warrants on December 1, 2023, and December 2023 Notes in the aggregate amount of $ 2.25 million and related warrants on December 28, 2023.

Under the terms of the first tranche of December 2023 Warrants, the holders had the right for a period of three years after issuance to purchase an aggregate of up to 1,411,765 shares of our common stock at an exercise price of $ 4.25 per share, which represents 120.0 % of the official closing price of our common stock on the Nasdaq Capital Market immediately preceding the signing of the December 2023 Purchase Agreement, upon delivery of a notice of exercise to Odyssey.

Under the terms of the second tranche of December 2023 Warrants, the holders had the right for a period of three years after issuance to purchase an aggregate of up to 211,565 shares of our common stock at an exercise price of $ 7.09 per share, which represents 200.0 %

of the official closing price of our common stock on the Nasdaq Capital Market immediately preceding the signing of the Two Seas Purchase Agreement, upon delivery of a notice of exercise to Odyssey.

The December 2023 Warrant Amendments modified the exercise price of one tranche of the December 2023 Warrants from $ 4.25 to $ 1.23 and the exercise price of the other tranche of the December 2023 Warrants from $ 7.09 to $ 2.05 .

March 2023 Warrants

In conjunction with the Purchase Agreement on March 6, 2023, as described above, we issued the March 2023 Warrants to purchase up to 3,703,704 shares of our common stock.

The March 2023 Warrants had an exercise price of $ 3.78 per share and are exercisable at any time during the three years after issuance ending on the close of business on March 6, 2026.

The March 2023 Warrant Amendments modified the exercise price of the March 2023 Warrants from $ 3.78 to $ 1.10 .

2022 Warrants

On June 10, 2022, we sold an aggregate of 4,939,515 shares of our Common Stock and warrants (the "2022 Warrants") to holders to purchase up to 4,939,515 shares of our common stock.

The Company in its sole discretion may lower the 2022 Warrant Price at any time prior to the expiration date for a period of not less than twenty Business Days, provided that the Company shall provide at least twenty days prior written notice of such reduction to Holders of the 2022 Warrants and provided further that any such reduction shall be identical among all of the 2022 Warrants.

In a cashless exercise, the Holder will receive a number of Warrant Shares determined by dividing [(A-B) (X)] by (A), where (A) represents volume-weighted average price of the common stock or the bid price of common stock, depending on the circumstances, (B) represents the Exercise Price of the Warrant, as adjusted, and (X) represents the number of Warrant Shares that would be issued upon exercise of the Warrant, if it were a cash exercise rather than a cashless exercise.

If the Company fails to deliver the Warrant Shares to the Holder within a time frame required by the agreement, and the Holder is forced to purchase shares of Common Stock to fulfill a sale that was based on receiving the Warrant Shares (referred to as a “Buy-In”), then the Company must reimburse the Holder in cash for the difference between the total purchase price of the Common Stock purchased and the product of the number of Warrant Shares that should have been delivered and the sale price at which the obligation to purchase arose.

The Company determined that the 2022 Warrants meets the definition of a derivative and is not considered indexed to the Company’s own stock due to the input related to the price per share and any non-cash consideration.

Management determined that this input would preclude the 2022 Warrants from being indexed to the Company’s stock given that this input could be affected by variables that are extraneous to the pricing of a fixed-for-fixed option or forward contract on equity shares.

As such, the 2022 Warrants were recognized as derivative liabilities and will be initially and subsequentially measured at fair value with the gain or loss due to changes in fair value recognized in the current period.

During the three months ended September 30, 2023, holders of warrants issued by Odyssey on June 10, 2022, exercised 90,552 warrants with an exercise price of $ 3.35 per share.

In conjunction with our sale of shares common stock and warrants on August 25, 2020, we issued warrants to purchase up to 1,873,622 shares of our common stock.

The warrants had 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 25, 2020, sale of our common stock, which was February 25, 2021.

During March 2022, warrants to purchase 28,363 shares were exercised by a single investor.

The exercise period expired on February 25, 2024.

Included in the Restated Agreement as described in NOTE 12 Fair Value Financial Instruments, during 2020, we issued a warrant allowing the Funder 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.

In conjunction with our sale of shares common stock and warrants on October 31, 2018, issued warrants to purchase up to 700,000 shares of common stock.

The warrants have an exercise price of $ 7.155 per share of common stock and were exercisable in accordance with their terms at any time on or before the close of business on November 2, 2023.

These warrants expired on November 2, 2023.

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 131,816 shares of our common stock at $ 4.67 per share.

These warrants expired on August 14, 2023 .

Convertible Preferred Stock

On March 11, 2015, we entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Penelope (the “Investor”), and, solely with respect to certain provisions of the Stock Purchase Agreement, MINOSA.

The Stock 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

The Investor’s option to purchase the Series AA-2

shares was 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 was 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 closing of the sale and issuance of the preferred stock had not occurred as of December 31, 2022 and the Stock Purchase Agreement was terminated pursuant to an agreement dated March 3, 2023 (see further details at NOTE 11 Loans Payable – Minosa 1 and 2).

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.

Approved Plans

The Company has three approved stock incentive plans:

the 2005 Plan, 2015 Plan and 2019 Plan (each as defined below and, collectively, the "Plans").

The 2005 Stock Incentive Plan ("2005 Plan") expired in August 2015 , upon which, 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.

As of December 31, 2024 no equity instruments remain outstanding under the 2005 plan.

On June 9, 2015, our stockholders approved our 2015 Stock Incentive Plan (the "2015 Plan") that was adopted by 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.

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 .

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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.

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.

On March 26, 2019, the Board 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 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 was initially capitalized with 800,000 shares that may be granted.

During our June 2022 stockholders’ meeting, the stockholders approved the addition of 1.6 million incremental shares to the 2019 Plan, which increased the number of shares authorized to 2.4 million shares.

During the Company's June 2022 stockholders’ meeting, the stockholders approved the addition of 1.6 million incremental shares to the 2019 Plan, which increased the number of shares authorized to 2.4 million shares.

During the Company's June 2024 stockholders’ meeting, the stockholders approved the addition of 2.0 million incremental shares to the 2019 Plan, which increased the number of shares authorized to 4.4 million shares.

As of December 31, 2024 , 1,283,792 shares 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 is recognized in the statement of operations during the period in which the value of the portion of share-based payment awards that are expected to vest, so it can be reduced for estimated forfeitures.

The expense is determined on a straight-line basis over the requisite service period for the entire award.

The amount of compensation costs recognized at any date is to be at least equal to the portion of grant-date value of the award that is vested at that date.

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 becomes vested or payable.

Share-Based Compensation Expense

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, related to our options and restricted stock units, for the years ended December 31, 2023 and 2022 was $ 585,654 and $ 1,811,551 , respectively.

We granted options to purchase an aggregate of 6,541 shares of Common Stock to directors on May 24, 2023, options to purchase an aggregate of 200,000 shares of common stock to officers on June 9, 2023, and options to purchase an aggregate of 57,500 and 417 shares of common stock to employees on August 7, 2023, and November 15, 2023, respectively.

We granted 604,243 stock options to employees on December 9, 2022.

The share-based compensation charged against income, related to our options and restricted stock units, for the years ended December 31, 2024 and 2023 was $ 2.0 million and $ 0.6 million , respectively.

Stock Options

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 our Common Stock.

The options granted during the years ended December 31, 2024 and 2023 were valued with the assumptions in the table below.

Expected volatilities are based on historical volatility of the Company's stock.

The expected term (in years) is determined using historical data to estimate option exercise patterns.

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The risk-free interest rate is based on the rate for US Treasury bonds commensurate with the expected term of the granted option.

Options issued to officers and employees typically vest over a three-year period.

The vesting periods for options issued to officers and employees vary.

Options issued to directors vest immediately.

Risk free interest rate

Expected life

Expected volatility

Expected dividend yield

Grant-date fair value

Additionally, on December 8, 2022, we granted 17,105 stock options to a non-employee contractor as an incentive.

We did not grant stock options to any third parties in 2023.

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.

Year Ended December 31,

Risk free interest rate

3.97 % - 4.32 %

3.76 % - 4.52 %

Expected life

Expected volatility

62.42 % - 111.62 %

63.67 % - 64.18 %

Expected dividend yield

Grant-date fair value

$ 0.34 - $ 2.61

$ 1.70 - $ 2.12

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.

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therefore, the option valuation models do not necessarily provide a reliable measure of the fair value of our options.

Additional information with respect to both plans’ stock option activity is as follows:

Outstanding at December 31, 2021

A summary of the stock option activity during the year ended December 31, 2024 is presented below:

Number of Shares

Weighted-Average Exercise Price

Weighted-Average

Remaining Contractual Term

Outstanding at December 31, 2023

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Options exercisable at December 31, 2024

Options exercisable at December 31, 2022

Options exercisable at December 31, 2023

The aggregate intrinsic values of options exercisable for the years ended December 31, 2023 and 2022 were $ 520,544 and $ 127,605 , respectively.

The aggregate intrinsic values of options outstanding for the years ended December 31, 2023 and 2022 were $ 872,540 and $ 202,587 , respectively.

The aggregate intrinsic values of options exercised during the years ended December 31, 2023 and 2022 are $ 65,988 and $ 0 , respectively, determined as of the date of the option exercise.

The aggregate intrinsic values of options exercisable for the years ended December 31, 2024 and 2023 were $ 0.2 million and $ 0.5 million , respectively.

The aggregate intrinsic values of options outstanding for the years ended December 31, 2024 and 2023 were $ 0.2 million and $ 0.9 million , respectively.

The aggregate intrinsic values of options exercised during the years ended December 31, 2024 and 2023 are zero and $ 0.1 million , 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 fair value of shares vested during the years ended December 31, 2023 and 2022 was $ 661,321 and $ 1,412,087 , respectively.

The fair value of shares unvested at December 31, 2023 and 2022 is $ 1,500,137 and $ 998,743 , respectively.

As of December 31, 2023, there was $ 611,778 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 2.02 years.

The fair value of shares vested during the years ended December 31, 2024 and 2023 was $ 1.1 million and $ 0.7 million , respectively.

The fair value of shares unvested at December 31, 2024 and 2023 is $ 0.1 million and $ 1.5 million , respectively.

As of December 31, 2024, there was $ 0.2 million 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 1.36 years.

The following table summarizes information about stock options outstanding at December 31, 2024:

Stock Options Outstanding

Range of Exercise Prices

Number of Shares

Weighted-Average Exercise Price

Weighted-Average

Remaining Contractual Term

$ 0.01 - $ 1.99

$ 2.00 - $ 3.63

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, 2023 and changes during the year ended December 31, 2023 is presented as follows:

$ 3.64 - $ 4.65

Restricted Stock Units

The estimated fair value of each restricted stock unit is calculated using the share price at the date of the grant.

A summary of the restricted stock awards activity during the year ended December 31, 2024:

Weighted-Average

Unvested at December 31, 2023

Unvested at December 31, 2024

The fair value of shares underlying restricted stock units vested during the years ended December 31, 2023 and 2022 was $ 146,647 and $ 1,064,331 , respectively.

The fair value of unvested restricted stock units remaining at the years ended December 31, 2023 and 2022 is $ 46,905 and $ 176,998 , respectively.

The fair value of shares underlying restricted stock units vested during the years ended December 31, 2024 and 2023 was $ 35,414 and $ 0.1 million , respectively.

The fair value of unvested restricted stock units remaining at the years ended December 31, 2024 and 2023 is zero and $ 46,905 , respectively.

The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2024 and 2023 were $ 1.98 and $ 4.94 , respectively.

The weighted-average remaining contractual term of these restricted stock units at the years ended December 31, 2023 and 2022 are 0 and 2.3 years, respectively.

As of December 31, 2023, there was a total of $ 34,405 unrecognized compensation cost related to unvested restricted stock awards.

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 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, 2023.

During the year ended December 31, 2022 the 385,580 CARs, previously granted in 2018 in the Key Employee Plan expired.

At December 31, 2023 and 2022, there were no vested CARs outstanding and there were no exercisable CARs outstanding related to the Key Employee Plan.

At December 31, 2023 and 2022, there was no liability or associated compensation cost associated with these CARs.

The CARs in the Nonemployee Director Plan were 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, 2023 and 2022, there were no vested and outstanding and there were no exercisable CARs outstanding related to the Nonemployee Director Plan.

At December 31, 2023 and 2022, there were no issued or outstanding CARs, and therefore no liability recorded.

The weighted-average remaining contractual term of these restricted stock units as of both December 31, 2024 and 2023 was zero and one year , respectively.

As of December 31, 2024 , there was a total of zero unrecognized compensation cost related to unvested restricted stock awards.

NOTE 13 – INCOME TAXES

As of December 31, 2023, the Company had consolidated income tax net operating loss (“NOL”) carryforwards for federal tax purposes of approximately $ 212,425,199 and net operating loss carryforwards for foreign income tax purposes of approximately $ 46,098,050 .

The federal NOL carryforwards from 2005 forward will expire in various years beginning 2025 and ending through the year 2035 .

As of December 31, 2024 and 2023, the Company had consolidated income tax net operating loss ("NOL") carryforwards for federal tax purposes of approximately $ 199.4 million and $ 212.4 million , respectively, and net operating loss carryforwards for foreign income tax purposes of approximately $ 26.7 million and $ 26.7 million , respectively.

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 $ 27.0 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 $ 44.0 million will be carried forward indefinitely.

The components of the provision for income tax (benefits) are attributable to continuing operations as follows:

(As Restated)

There was no provision for income tax for the years ended December 31, 2024 and 2023.

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:

(As Restated)

For the Year Ended December 31,

Deferred tax assets:

Net operating loss and tax credit carryforwards

Start-up costs

Excess of book over tax depreciation

6 unchanged sentences

Net deferred tax asset

As reflected above, we have recorded a net deferred tax asset of $ 0 at December 31, 2023.

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.

Based on the available evidence, we have concluded that it is more likely than not that those assets would not be realized without the recognition of substantial taxable income in the future, thus a valuation allowance has been recorded as of December 31, 2023.

As reflected above, we have no t recorded a net deferred tax asset as of both December 31, 2024 and 2023.

In accordance with ASC 740, we have evaluated whether it is more likely than not that the deferred tax assets will be realized.

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 full valuation allowance has been recorded as of December 31, 2024 and 2023.

The change in the valuation allowance is as follows:

3 unchanged sentences

The federal and state income tax provision (benefit) is summarized as follows for the years ended:

Expected (benefit)

For the Year Ended December 31,

Income tax at the statutory rate

State income taxes net of federal benefits

1 unchanged sentence

Subpart F income

Equity method investment

Derivatives fair value

Change in valuation allowance

OML termination

Foreign rate differential

2 unchanged sentences

The earliest tax year still subject to examination by a major taxing jurisdiction is 2020 .

NOTE 17 – MAJOR CUSTOMERS

For the year ended December 31, 2023, we had two customers, CIC and OML, which are both related parties (see NOTE 8 Related Party Transactions), that accounted for 100 % of our total revenue in 2023.

For the year ended December 31, 2022, we had one customer, CIC, that accounted for 100 % of our total revenue in 2022.

NOTE 18 – 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.

We owe consultants contingent success fees of up to $ 700,000 upon the approval and issuance of the ExO Project Environmental Impact Assessment (“EIA”) for our Mexican subsidiary.

The EIA has not been approved as of the date of this report, and the contingent success fees have not been accrued.

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.

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, 2023, the ROU assets

and lease obligations for our two real property operating leases were, $ 121,568 and $ 129,139 , respectively.

The remaining lease payment obligations, which include an interest component of $ 4,675 are as follows:

NOTE 14 – RELATED PARTY TRANSACTIONS

The Company holds an ownership interest in and provides services to CIC, a deep-sea mineral exploration company.

The Company's lead director, Mark B.

Justh, made an investment into CIC's parent company and indirectly owns approximately 11.94 % of CIC.

We believe Mr.

Justh's indirect ownership in CIC does not impair his independence under applicable rules, and Odyssey’s board of directors has formed a special committee of disinterested directors to address any matters relating to CIC.

The Company is providing services to CIC in accordance with the terms of a Services Agreement pursuant to which Odyssey provides certain back-office services to CIC in exchange for a recurring monthly fee, as well as other deep-sea mineral related services on a cost-plus profit basis and is compensated for these services with a combination of cash and equity in CIC.

For the years ended December 31, 2024 and 2023, we invoiced CIC for technical services a total of $ 0.5 million and $ 0.6 million , respectively, recorded in Marine services in our consolidated statements of operations.

In addition, for the years ended December 31, 2024 and 2023, we invoiced CIC a total of $ 42,282 and $ 9,327 , respectively, for support services, which are recorded in Operating and other revenues in our consolidated statements of operations.

The Company is paid in equity for its services.

In addition, the Company has the option to accept equity for payment of cash expenditures due from CIC in lieu of cash.

The Company has not opted to accept equity from CIC in lieu of cash for its cash expenditures.

In furtherance of the Master Services Agreement, we financed CIC's acquisition of certain equipment required for implementation of CIC's Marine Operations Plan, which is the comprehensive work plan for offshore operations, including exploration, survey and sampling of potential mineral deposits.

As of December 31, 2024 we have paid $ 0.2 million toward the purchase of this equipment and CIC has reimbursed us for this equipment purchase.

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 $ 1.4 million that bore interest at a rate of 18 % per annum.

On the closing date of the Loan Agreement, Odyssey advanced CIC $ 1.0 million (the "Advanced Amount") and recorded an original issue discount ("OID") of $ 0.4 million, which was accrued as interest income in our consolidated statements of operations.

CIC repaid the Advanced Amount on April 6, 2023, prior to the fifth business day after March 31,2023 Maturity Date (the "Maturity Cure Date"), CIC repaid principal and interest in the aggregate amount of $ 1.1 million in full satisfaction of the convertible promissory note and the Loan Agreement.

During the second quarter of the year ended December 31, 2023 interest income from the accretion of the OID of $ 0.3 million was written off.

On December 13, 2022, CIC issued a Services Agreement Note to the Company.

Pursuant to the Services Agreement Note, as amended on June 30, 2023 and August 8, 2023, 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 $ 0.6 million.

The note bore interest at a rate of 1.5 % per month and matured on August 15, 2023 .

Interest was due and payable on the first day of each month for the previous month.

On August 15, 2023, CIC repaid principal and interest in the aggregate amount of $ 0.7 million in full satisfaction of the Services Agreement Note.

On July 15, 2021, MINOSA assigned $ 0.4 million of its indebtedness with accumulated accrued interest of $ 0.2 million to James S.

Pignatelli, a former director of the Company, under the same terms as the original agreement, and that indebtedness continued to be convertible at a 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 7, Loans Payable – MINOSA 2 for detail.

Ocean Minerals, LLC

The Company holds an ownership interest in and provides services to OML, a deep-sea mineral exploration company (see Note 5, Investment in Unconsolidated Entities ).

The Company is providing these services to OML pursuant to the Contribution Agreement (defined above) that provides for deep-sea mineral related services on a cost-plus profit basis and will be compensated for these services with equity in OML.

See Note 5, Investment in Unconsolidated Entities , for additional information in our transactions with OML.

Salvage Agreement

The Company held a 40 % interest in proceeds under a salvage agreement from our legacy shipwreck business.

A company controlled by Mr.

Odyssey and Mr.

Justh’s controlled entity were responsible for any remaining legal costs on a pro rata basis.

In 2024, the Company received payments of approximately $ 9.8 million arising from its residual economic interest in one of the shipwrecks, which is recorded in Residual economic interest in shipwreck in our consolidated statements of operations.

The entity controlled by Mr.

Justh also received a payment arising from the shipwreck.

Oceanica and ExO

Odyssey and its subsidiary, Oceanica Marine Operations S.R.L.

(“OMO”), hold three notes (the “Oceanica-ExO Notes”) issued and/or guaranteed by our majority-owned subsidiaries, ExO and Oceanica, in the aggregate principal amount of approximately $ 23.0 million , which was advanced to ExO and Oceanica to fund working capital, exploration and legal expenses.

Approximately $ 11.4 million was advanced to ExO and Oceanica between 2012 and 2014, and approximately $ 7.6 million between 2015 and 2017;

the balance has been advanced since 2017.

The Oceanica-ExO Notes and outstanding receivables under the management and services agreement accrue interest at 18 % per annum.

Certain of Odyssey’s former and current directors and officers are also directors or officers of ExO and Oceanica.

As of December 31, 2024 and 2023, the aggregate outstanding amount, including accrued interest, of the Oceanica-ExO Notes was approximately $ 124.9 million and $ 105.0 million , respectively, and the aggregate receivable pursuant to the management and services agreement was approximately $ 1.5 million and $ 0.7 million as of December 31, 2024 and 2023, respectively, which are eliminated in consolidation.

Certain Stockholders

We have entered into financing transactions with certain stockholders that beneficially own or owned more than five percent of our Common Stock.

• Funds managed by Two Seas Capital LP (“Two Seas”) own approximately 9.99 % of our Common Stock after giving effect to the 8.1 % beneficial ownership limitation applicable to warrants held by its funds.

• Greywolf Opportunities Master Fund II LP and its affiliates (“Greywolf”) beneficially owned approximately 9.2 % of our Common Stock through September 30, 2024, since which time its beneficial ownership is less than 5.0 %.

• FourWorld Capital Management LLC (“FourWorld”) beneficially owns approximately 5.1 % of our Common Stock.

2022 Equity Transaction

On June 10, 2022, we completed the 2022 Equity Transaction, in which:

• FourWorld funds purchased 291,628 shares of our Common Stock and 2022 Warrants (as defined below) to purchase 291,628 shares of our Common Stock.

• Two Seas purchased 447,761 shares of our Common Stock and 2022 Warrants to purchase 447,761 shares of our Common Stock.

• Greywolf purchased 940,298 shares of our Common Stock and 2022 Warrants to purchase 940,298 shares of our Common Stock.

As of December 31, 2024 , FourWorld and Two Seas held 2022 Warrants to purchase 205,777 shares of our Common Stock and 447,761 shares of our Common Stock, respectively, at an exercise price of $ 3.35 per share.

March 2023 Note Purchase Agreement

On March 6, 2023, we entered into the March 2023 Note Purchase Agreement, pursuant to which we issued the March 2023 Note and the March 2023 Warrants.

FourWorld, Two Seas and Greywolf each purchased portions of the March 2023 Note and March 2023 Warrants.

Principal and interest payments during the years ended December 31, 2024 and 2023 are detailed below and there was no principal paid during the year ended December 31, 2023.

Any accrued and unpaid interest is capitalized to the principal as paid-in-kind on a quarterly basis on the first day immediately following the close of the quarter.

o FourWorld purchased a portion of the March 2023 Note in the principal amount of $ 1.08 million and March 2023 Warrants to purchase 285,715 shares of our Common Stock on March 6, 2023, for an aggregate purchase price of $ 1.08 million.

o Interest expense for the March 2023 Note held by FourWorld amounted to $ 0.1 million and $ 0.1 million for the years ended December 31, 2024 and 2023, respectively.

During the years ended December 31, 2024 and 2023, $ 96,159 and $ 69,320 , respectively, of interest expense was capitalized to principal as paid-in-kind and $ 0.2 million and zero , respectively, was paid in cash.

On September 6, 2024, the Company made a cash principal payment amounting to $ 0.2 million to FourWorld.

o As of December 31, 2024, FourWorld held March 2023 Warrants to purchase 285,715 shares of our Common Stock at an exercise price of $ 1.10 per share.

o Two Seas purchased a portion of the March 2023 Note in the principal amount of $ 2.3 million and March 2023 Warrants to purchase 608,636 shares of our Common Stock on March 6, 2023, for an aggregate purchase price of $ 2.3 million;

and a portion of the March 2023 Note in the principal amount of $ 0.4 million and Warrants to purchase 118,878 shares of our Common Stock on September 22, 2023, for an aggregate purchase price of $ 0.4 million.

o Interest expense for the March 2023 Note held by Two Seas amounted to $ 0.3 million and $ 0.2 million for the years ended December 31, 2024 and 2023, respectively.

During the years ended December 31, 2024 and 2023, $ 0.2 million and $ 0.1 million, respectively, of interest expense was capitalized to principal as paid-in-kind and $ 0.6 million and zero , respectively, was paid in cash.

On September 6, 2024, the Company made a cash principal payment amounting to $ 0.6 million.

o As of December 31, 2024, Two Seas held March 2023 Warrants to purchase 727,514 sha res of our Common Stock at an exercise price of $ 1.10 per share.

• Greywolf purchased a portion of the March 2023 Note in the principal amount of $ 7.0 million and March 2023 Warrants to purchase 1,851,852 shares of our Common Stock on March 6, 2023, for an aggregate purchase price of $ 7.0 million.

• Interest expense for the March 2023 Note held by Greywolf amounted to $ 0.8 million and $ 0.7 million for the years ended December 31, 2024 and 2023, respectively.

During the years ended December 31, 2024 and 2023, $ 0.6 million and $ 0.4 million, respectively, of interest expense was capitalized to principal as paid-in-kin d and $ 0.2 million and zero , respectively, was paid in cash.

On September 6, 2024, the Company made a cash principal payment amou nting to $ 1.5 million to Greywolf.

• As of December 31, 2024, Greywolf held March 2023 Warrants to purchase 1,851,852 shares of our Common Stock at an exercise price of $ 1.10 per share.

On September 5, 2024, the Company entered into amendments of the March 2023 Note with the holders thereof pursuant to which the maturity date of the March 2023 Note was extended from September 6, 2024 to December 6, 2024 .

In connection with the amendments, the Company repaid an aggregate amount of $ 3.0 million of the principal outstanding on September 6, 2024.

These amendments were accounted for as a debt modification in accordance with ASC 470.

The March 2023 Note Purchase Agreement was amended in December 2024.

Refer to Note 7, Loans Payable , for additional information on this amendment.

December 2023 Note Purchase Agreement

On December 1, 2023, we entered into the December 2023 Note Purchase Agreement, in which FourWorld, Two Seas and Greywolf participated.

No principal was repaid and no cash interest was paid during the years ended December 31, 2024 and 2023.

Any accrued and unpaid interest is capitalized to the principal as paid-in-kind on a quarterly basis on the first day immediately following the close of the quarter.

o FourWorld purchased a December 2023 Note in the principal amount of $ 0.5 million and December 2023 Warrants to purchase 135,278 shares of our Common Stock for an aggregate purchase price of $ 0.5 million.

o Interest expense for the December 2023 Notes held by FourWorld amounted to $ 58,011 and $ 4,671 for the years ended December 31, 2024 and 2023, respectively.

During the year ended December 31, 2024 and 2023, $ 47,502 and $ 0 , respectively, of interest expense was capitalized to principal as paid-in-kind and $ 0 and $ 0 , respectively, was paid in cash.

o As of December 31, 2024 , FourWorld held December 2023 Warrants to purchase 117,647 shares and 17,630 shares of our Common Stock at an exercise price of $ 1.23 per share and $ 2.05 per share, respectively.

o Two Seas funds purchased a December 2023 Note in the principal amount of $ 2.0 million and December 2023 Warrants to purchase 541,110 shares of our Common Stock for an aggregate purchase price of $ 2.0 million.

o Interest expense for the December 2023 Notes held by Two Seas amounted to $ 0.2 million and $ 18,685 for the years ended December 31, 2024 and 2023, respectively.

During the year ended December 31, 2024 and 2023, $ 0.2 million and $ 18,685 , respectively, of interest expense was capitalized to principal as paid-in-kind and $ 0 and $ 0 , respectively, was paid in cash.

o As of December 31, 2024, Two Seas held December 2023 Warrants to purchase 470,588 shares and 70,522 shares of our Common Stock at an exercise price of $ 1.23 per share and $ 2.05 per share, respectively.

o Greywolf purchased a December 2023 Note in the principal amount of $ 1.0 million and December 2023 Warrants to purchase 270,556 shares of our Common Stock for an aggregate purchase price of $ 1.0 million.

o Interest expense for the December 2023 Notes held by Greywolf amounted to $ 0.1 million and $ 9,342 for the years ended December 31, 2024 and 2023, respectively.

During the year ended December 31, 2024 and 2023, $ 0.1 million and $ 0 , respectively, of interest expense was capitalized to principal as paid-in-kind and $ 0 and $ 0 , respectively, was paid in cash.

The December 2023 Note Purchase Agreement was amended in December 2024.

Refer to Note 7, Loans Payable , for additional information on this amendment.

NOTE 15 – CONCENTRATION OF CREDIT RISK

For the twelve months ended December 31, 2024 and 2023 , we had two customers, CIC and OML, both of which are related parties (see Note 14, Related Party Transactions ), that accounted for 100 % of our total revenue.

As of December 31, 2024 , the Accounts Receivable balance included 23.6 % and 42.1 % of receivables from the same two customers.

As of both December 31, 2024 and 2023 , the Company held cash in financial institutions that were above the federally insured limits.

The Company has not incurred losses on these accounts.

NOTE 16 – SALE-LEASEBACK FINANCING OBLIGATIONS

On April 4, 2023 , and June 30, 2023 , the Company's subsidiaries sold marine equipment to separate third-party buyers for $ 3.5 million and $ 1.0 million, respectively.

Each of the leases is for a term of 4 years .

Under the terms of the lease agreements, the initial base rent is $ 35,000 and $ 10,000 per month, respectively.

If the lessee has not already delivered such notice at least 120 days prior to the expiration of the lease term, it is required to purchase the marine equipment upon the expiration of the lease term.

The Company concluded the lease agreements both met the qualifications to be classified as finance leases due to the obligation to repurchase the equipment.

The presence of a finance lease indicates that control of the equipment has not transferred to the buyer/lessor and, as such, the transactions were each deemed a "failed sale-leaseback" and must be accounted for as a financing arrangement.

As a result of this determination, the Company is viewed as having received the sales proceeds from the buyer/lessor in the form of a hypothetical loan collateralized by its leased equipment.

The hypothetical loan is payable as principal and interest in the form of "lease payments" to the buyer/lessor.

As such, the Company will not derecognize the property from its books for accounting purposes until the lease ends.

ORI was one of Odyssey's subsidiaries that entered into one of the sale-leaseback financing obligations noted above.

As noted in Note 5, Investment In Unconsolidated Entities , Odyssey transferred all of its shares in ORI to OML as part of the Investment in OML.

Pursuant to the OML Purchase Agreement, Odyssey is obligated to pay all amounts owed for rent and the repurchase of the marine equipment under the sale-leaseback agreement.

As of December 31, 2024 and 2023, the carrying value of the financing liabilities were $ 4.2 million and $ 4.1 million .

The monthly lease payments are split between a reduction of principal and interest expense using the effective interest rate method.

No gain or loss was recognized related to the sale-leasebacks.

Remaining future cash payments related to the financing liability, for the fiscal years ending December 31 are as follows:

Year Ending December 31,

Annual payment

We recognized $ 223,515 and $ 218,000 in rent expense associated with these leases for the years ended December 31, 2023 and 2022, respectively.

2023 Special Bonus Plan

On September 8, 2023, the compensation committee of our board of directors approved the 2023 Special Bonus Plan (the “Bonus Plan”) for Odyssey’s full-time employees, including the chief executive officer and the other named executive officers, who meet the eligibility requirements set forth in the Bonus Plan.

The Bonus Plan was approved in lieu of a traditional cash annual incentive plan for employees for 2023 in recognition of the significant dedication, work and sacrifice of Odyssey’s employees (including eligible employees under the Bonus Plan) to achieve a positive outcome for Odyssey with respect to Exploraciones Oceánicas S.

(“ExO”), to continue to achieve success in other areas of the business with limited resources, and to incentivize the team to continue its efforts to maximize any monetary outcome with respect to ExO.

Pursuant to the Bonus Plan, individuals who were employed by Odyssey for the full year ending December 31, 2023, or whose employment or separation agreements indicate their eligibility to participate in the Bonus Plan, will be entitled to a one-time special

cash bonus payment (a “Special Bonus”) if Odyssey profits significantly from its ownership of ExO, including pursuant to an award in the NAFTA arbitration case by Odyssey and ExO pending against the United States of Mexico.

Any Special Bonus will be payable by Odyssey only if all of the following conditions are met within specified timeframes:

the tribunal in the pending arbitration issues a decision in favor of and a monetary award to Odyssey and/or ExO (an “Arbitration Award”);

or (b) Odyssey enters into an agreement pursuant to which Odyssey is entitled to receive a monetary payment (a “Settlement”) relating to ExO or its mineral licenses;

Odyssey receives cash payments from any combination of (a) a dividend or distribution resulting from an Arbitration Award or Settlement based on its indirect ownership interest in ExO;

(b) an Award or Settlement, or any agreement to monetize an Award;

or (c) repayment of certain promissory notes issued by or relating to ExO;

the aggregate net cash payments received by Odyssey, after payment of or reservation of cash for all legal and other expenses, including litigation financing for the Arbitration, and all of ExO’s outstanding liabilities, equal at least $ 10 million.

Odyssey has estimated that the amount of a monetary award or settlement amount would need to be at least $ 200 million for this condition to be satisfied.

If the Special Bonus conditions are satisfied, a Special Bonus will be payable to each eligible employee within 60 days of Odyssey’s receipt of the cash payments.

The amount of the Special Bonus payments will be based on the amount of the net cash payment amount received by Odyssey.

The Bonus Plan provides for various bonus pool amounts and percentages of each eligible employee’s salary based upon the amount of net cash payments received, and range from a pro rata share of an aggregate bonus pool of $ 750,000 if the net payments to Odyssey equal at least $ 10 million, to an amount equal to up to 40 % of each eligible employee’s salary if the net payments to Odyssey equal at least $ 50 million, to a maximum amount equal to up to 250 % of each eligible employee’s salary if the net payments to Odyssey equal at least $ 400 million.

At each payment level, the aggregate Special Bonus paid would equal approximately 2 % or less of the net proceeds received by Odyssey.

NOTE 19 – 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.

In January 2024, we issued amended and restated warrants to the holders of the Warrant issued on March 6, 2023.

The amended and restated warrants amended the terms of the original Warrant by including a cashless exercise option and extending to 65 days the notice that we are required to give holders prior to any dividend payment.

A copy of the form of Amended and Restated Warrant to Purchase Stock is attached to this Comprehensive Form 10-K as Exhibit 4.4.

In January 2024, the Compensation Committee of the Board of Directors approved certain awards of stock options and restricted stock units (“RSUs”) consistent with past use of equity plan awards and executive compensation practices.

In approving the awards, the Compensation Committee noted that the Company is operating with fewer executive officers and minimum staff levels, and the number of independent directors was reduced by two members during 2023, resulting in increased workloads for all officers, employees and directors.

The Compensation Committee determined that equity awards are appropriate under these circumstances to incentivize personnel and promote retention.

The committee approved the award and granted an aggregate of 592,200 stock options and 10,800 RSUs from the 2019 Stock Incentive Plan to officers, employees, and directors.

The grant date of the stock options and RSUs was January 29, 2024.

The exercise price of the stock options is $ 4.65 per share, which was the closing price of the Company’s common stock on the grant date.

The stock options have a five-year term and were fully vested on January 29, 2024.

Stock options issued to the Company’s independent directors were in lieu of the annual equity award that they would have been entitled to receive in June 2024.

In February 2024, we entered into an amendment to the December 2023 Registration Rights Agreement with the holders of the December 2023 Warrants pursuant to which the deadline by which we are required to file a registration statement covering the resale of the shares issuable upon exercise of the December 2023 Warrants was extended from February 14, 2024, to the earliest to occur of (a) the date that is five business days after the date on which the Company files its Form 10-K for the year ended December 31, 2023 with the SEC, or (b) April 15, 2024.

In February 2024, we entered into a Fourth Amendment of the OML Purchase Agreement pursuant to which the deadline for the second closing was extended to June 28, 2024.

On March 8, 2024, Odyssey received a letter from ICSID advising that the Tribunal in the NAFTA Arbitration “has continued to make progress in finalizing its determinations” and that it “expects to render the Award in the second quarter of this year.”

On May 3, 2024, we received payment of approximately $ 9.4 million in net proceeds from a recovered shipwreck in which we retained a residual economic interest when we sold substantially all the assets related to our shipwreck business to a third-party purchaser in December 2015.

The holders of the March 2023 Notes hold a security interest in the proceeds.

NOTE 20 – QUARTERLY FINANCIAL DATA – UNAUDITED

The following tables present the impacts of the restatement adjustments, as described in NOTE 2 Restatement of Consolidated Financial Statements.

The unaudited consolidated financial statements for September 30, 2023, which have not previously been presented and have not been restated, are also presented here.

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 interim periods presented for which the unaudited quarterly financial statements have been restated that management considers necessary for a fair presentation when read in conjunction with the Consolidated Financial Statements and notes.

We believe these comparisons of consolidated quarterly selected financial data are not necessarily indicative of future performance.

In addition to the corrections summarized in NOTE 2 Restatement of Consolidated Financial Statements, the accounting treatments corrected in the unaudited restated quarterly financial statements include the following:

CIC Services Agreement Adjustment

– Corrections of an error to each affected period were recorded based on the settlement of the MSA through services provided or cash settlement.

2022 Warrant Issuance Adjustment –

A correction of an error was made to reclassify from Equity to Derivative Financial Instrument as described in NOTE 2 Restatement of Consolidated Financial Statements.

37North Adjustment

– Management determined that the Share Settled Redemption Feature within the 37N Note is an embedded derivative and should be measured at fair value, with the difference between the fair value of the Share Settled Redemption Feature and the proceeds received from the issuance of the Note allocated to the Note.

Then, for subsequent measurements, the Note should be measured at accreted value using the interest method and the Share Settled Redemption Feature is measured at fair value each period with changes in fair value reported in earnings.

A correction of an error was made to record the fair value of the Share Settled Redemption Feature separately as a derivative liability financial instrument related to the 37N Note of $ 423,696 at June 30, 2023.

Monaco Note Payable Adjustmen

t - A correction of an error was made to Equity to record subsequent changes in fair value of $ 311,123 in March 2022.

Seller Note Adjustment

– Management determined that the Seller Note should have been recorded in notes payable-long term at March 31, 2023.

Management reclassified $ 931,425 at March 31, 2023 from short-term Loan Payable to long-term Loan Payable.

Capitalization of ROV Expense adjustment

– The Company capitalized refurbishments costs of its Retriever asset that were previously expensed of $ 510,402 and $ 287,865 during the three months ended March 31, 2023, and June 30, 2023, respectively.

Impact on Consolidated Balance Sheets

The following Unaudited Interim Consolidated Balance Sheet tables present the impacts of the restatement adjustments as of the periods ended March 2022 and 2023, June 30, 2022 and 2023, September 30, 2022 and December 31, 2022.

For the impacts of the restatement adjustments for the Consolidated Balance Sheet as of December 31, 2022, refer to NOTE 2 Restatement of Consolidated Financial Statements.

The unaudited interim consolidated balance sheet for the period ended September 30, 2023 was not subject to restatement but is presented here.

Consolidated Balance Sheet As of March 31, 2022

Investment in

Unconsolidated

CURRENT ASSETS

Cash and cash equivalents

Accounts and other related party receivables

Short-term notes receivable related party

Other current assets

Total current assets

OTHER NON-CURRENT

Investment in unconsolidated entities

Option to purchase equity securities in related parties

Exploration license

Property and equipment, net

Right of use - operating leases

Other non-current

Total non-current

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accounts payable

Accrued expenses

Operating lease liability, current portion

Loans payable, current portion

Total current liabilities

LONG-TERM LIABILITIES

Loans payable

Litigation financing and other

Deferred revenue

Operating lease liability

Total long-term liabilities

Total liabilities

Commitments and contingencies (Note 18)

STOCKHOLDERS’ DEFICIT

Preferred stock - $ .0001 par value;

24,984,166 shares authorized;

no ne outstanding

Common stock – $ .0001 par value;

75,000,000 shares authorized;

14,487,146 issued

Additional paid-in

Accumulated deficit

( 283,321,086

( 286,908,600

Total stockholders’ deficit before non-controlling

Non-controlling

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Consolidated Balance Sheet As of June

Investment in

Unconsolidated

CURRENT ASSETS

Cash and cash equivalents

Accounts and other related party receivables

Short-term notes receivable related party

Other current assets

Total current assets

OTHER NON-CURRENT

Investment in unconsolidated entities

Option to purchase equity securities in related parties

Exploration license

Property and equipment, net

Right of use - operating leases

Other non-current

Total non-current

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accounts payable

Accrued expenses

Operating lease liability, current portion

Loans payable, current portion

Total current liabilities

LONG-TERM LIABILITIES

Loans payable

Litigation financing and other

Deferred revenue

Warrant liability

Operating lease liability

Total long-term liabilities

Total liabilities

Commitments and contingencies (Note 18)

STOCKHOLDERS’ DEFICIT

Preferred stock - $ .0001 par value;

24,984,166 shares authorized;

no ne outstanding

Common stock – $ .0001 par value;

75,000,000 shares authorized;

19,464,950 issued and outstanding

Additional paid-in

Accumulated deficit

( 288,004,571

( 294,700,299

Total stockholders’ deficit before non-controlling

Non-controlling

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Consolidated Balance Sheet As of September 30, 2022

Investment in

Unconsolidated

CURRENT ASSETS

Cash and cash equivalents

Accounts and other related party receivables

Short-term notes receivable related party

Other current assets

Total current assets

OTHER NON-CURRENT

Investment in unconsolidated entities

Option to purchase equity securities in related parties

Exploration license

Property and equipment, net

Right of use - operating leases

Other non-current

Total non-current

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accounts payable

Accrued expenses

Operating lease liability, current portion

Loans payable, current portion

Total current liabilities

LONG-TERM LIABILITIES

Loans payable

Litigation financing and other

Deferred revenue

Warrant liability

Operating lease liability

Total long-term liabilities

Total liabilities

Commitments and contingencies (Note 18)

STOCKHOLDERS’ DEFICIT

Preferred stock - $.

0001 par value;

24,984,166 shares authorized;

none outstanding

Common stock – $.

0001 par value;

75,000,000 shares authorized;

19,507,469 issued and outstanding

Additional paid-in

Accumulated deficit

( 293,459,800

( 296,292,698

Total stockholders’ deficit before non-controlling

Non-controlling

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Consolidated Balance Sheet As of March 31, 2023

Investment in

Unconsolidated

CURRENT ASSETS

Cash and cash equivalents

Accounts and other related party receivables

Short-term notes receivable related party

Other current assets

Total current assets

OTHER NON-CURRENT

Investment in unconsolidated entities

Option to purchase equity securities in related parties

Exploration license

Property and equipment, net

Right of use - operating leases

Other non-current

Total non-current

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accounts payable

Accrued expenses

Operating lease liability, current portion

Loans payable, current portion

Total current liabilities

LONG-TERM LIABILITIES

Loans payable

Litigation financing and other

Deferred revenue

Warrant liability

Operating lease liability

Total long-term liabilities

Total liabilities

Commitments and contingencies (Note 18)

STOCKHOLDERS’ DEFICIT

Preferred stock - $ .0001 par value;

24,984,166 shares authorized;

no ne outstanding

Common stock – $ .0001 par value;

75,000,000 shares authorized;

19,893,450 issued and outstanding

Additional paid-in

Accumulated deficit

( 281,631,073

( 279,135,089

Total stockholders’ deficit before non-controlling

Non-controlling

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Consolidated Balance Sheet As of June 30, 2023

Investment in

Unconsolidated

CURRENT ASSETS

Cash and cash equivalents

Accounts and other related party receivables

Short-term notes receivable related party

Other current assets

Total current assets

OTHER NON-CURRENT

Investment in unconsolidated entities

Equity securities

Exploration license

Property and equipment, net

Right of use - operating leases

Other non-current

Total non-current

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accounts payable

Accrued expenses

Operating lease liability, current portion

Loans payable, current portion

Total current liabilities

LONG-TERM LIABILITIES

Loans payable

Litigation financing and other

Deferred revenue

Warrant liability

Operating lease liability

Total long-term liabilities

Total liabilities

Commitments and contingencies (Note 18)

STOCKHOLDERS’ DEFICIT

Preferred stock - $.

0001 par value;

24,984,166 shares authorized;

no ne outstanding

Common stock – $.

0001 par value;

75,000,000 shares authorized;

19,981,901 issued and outstanding

Additional paid-in

Accumulated deficit

( 287,354,763

( 284,066,697

Total stockholders’ deficit before non-controlling

Non-controlling

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Balance Sheet

September 30,

CURRENT ASSETS

Cash and cash equivalents

Accounts and other related party receivables

Short-term notes receivable related party

Other current assets

Total current assets

OTHER NON-CURRENT

Investment in unconsolidated entities

Equity securities

Exploration license

Property and equipment, net

Right of use - operating leases

Other non-current

Total non-current

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accounts payable

Accrued expenses

Operating lease liability, current portion

Equity securities liability

Put option liability

Loans payable, current portion

Total current liabilities

LONG-TERM LIABILITIES

Loans payable

Litigation financing and other

Deferred revenue

Warrant liability

Operating lease liability

Total long-term liabilities

Total liabilities

Commitments and contingencies (Note 18)

STOCKHOLDERS’ DEFICIT

Preferred stock - $.

0001 par value;

24,984,166 shares authorized;

no ne outstanding

Common stock – $.

0001 par value;

75,000,000 shares authorized;

20,072,453 issued and outstanding

Additional paid-in

Accumulated deficit

( 287,879,984

Total stockholders’ deficit before non-controlling

Non-controlling

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Impact on Consolidated Statement of Operations

The following Unaudited Interim Consolidated Statements of Operations present the impacts of the restatement adjustments for the periods ended March 31, 2022 and 2023, June 30, 2022 and 2023 and September 30, 2022.

For the impacts of the restatement adjustments for the Consolidated Statement of Operations for the period ended December 31, 2022 refer to NOTE 2 Restatement of Consolidated Financial Statements.

The Consolidated Statements of Operations for the period ended September 30, 2023 were not subject to restatement but are presented here.

Consolidated Statement of Operations For the Three Months Ended March 31, 2022

Litigation Financing

Investment in

Unconsolidated

Entities Adjustments

Marine services

Other services

Total revenue

OPERATING EXPENSES

Marketing, general and administrative

Operations and research

Total operating expenses

INCOME (LOSS) FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest income

Interest expense

Change in derivative liabilities fair value

Total other income (expense)

(LOSS) BEFORE INCOME TAXES

Income tax benefit

NET (LOSS) BEFORE NON-CONTROLLING INTEREST

attributable to noncontrolling interest

NET INCOME / (LOSS)

NET INCOME / (LOSS) PER SHARE

Basic (See Note 2)

Diluted (See Note 2)

Weighted average number of common shares outstanding

Consolidated Statement of Operations For the Three Months Ended June 30, 2022

Litigation Financing

Marine services

Other services

Total revenue

OPERATING EXPENSES

Marketing, general and administrative

Operations and research

Total operating expenses

INCOME (LOSS) FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest income

Interest expense

Change in derivative liabilities fair value

Total other income (expense)

(LOSS) BEFORE INCOME TAXES

Income tax benefit

NET (LOSS) BEFORE NON-CONTROLLING INTEREST

attributable to noncontrolling interest

NET INCOME / (LOSS)

NET INCOME / (LOSS) PER SHARE

Basic (See Note 2)

Diluted (See Note 2)

Weighted average number of common shares outstanding

Consolidated Statement of Operations For the Six Months Ended June 30, 2022

Litigation Financing

Other Adjustment

Marine services

Other services

Total revenue

OPERATING EXPENSES

Marketing, general and administrative

Operations and research

Total operating expenses

INCOME (LOSS) FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest income

Interest expense

Change in derivative liabilities fair value

Total other income (expense)

(LOSS) BEFORE INCOME TAXES

Income tax benefit

NET (LOSS) BEFORE NON-CONTROLLING INTEREST

attributable to noncontrolling interest

NET INCOME / (LOSS)

NET INCOME / (LOSS) PER SHARE

Basic (See Note 2)

Diluted (See Note 2)

Weighted average number of common shares outstanding

Consolidated Statement of Operations For the Three Months Ended September 30, 2022

Litigation Financing

Other Adjustment

Marine services

Other services

Total revenue

OPERATING EXPENSES

Marketing, general and administrative

Operations and research

Total operating expenses

INCOME (LOSS) FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest income

Interest expense

Change in derivative liabilities fair value

Total other income (expense)

(LOSS) BEFORE INCOME TAXES

Income tax benefit

NET (LOSS) BEFORE NON-CONTROLLING INTEREST

attributable to noncontrolling interest

NET INCOME / (LOSS)

NET INCOME / (LOSS) PER SHARE

Basic (See Note 2)

Diluted (See Note 2)

Weighted average number of common shares outstanding

Consolidated Statement of Operations For the Nine Months Ended September 30, 2022

Litigation Financing

Other Adjustment

Marine services

Other services

Total revenue

OPERATING EXPENSES

Marketing, general and administrative

Operations and research

Total operating expenses

INCOME (LOSS) FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest income

Interest expense

Change in derivative liabilities fair value

Total other income (expense)

(LOSS) BEFORE INCOME TAXES

Income tax benefit

NET (LOSS) BEFORE NON-CONTROLLING

Net loss attributable to noncontrolling interest

NET INCOME / (LOSS)

NET INCOME / (LOSS) PER SHARE

Basic (See Note 2)

Diluted (See Note 2)

Weighted average number of common shares outstanding

Consolidated Statement of Operations For the Three Months Ended March 31, 2023

Litigation Financing

Other Adjustment

Marine services

Other services

Total revenue

OPERATING EXPENSES

Marketing, general and administrative

Operations and research

Total operating expenses

INCOME (LOSS) FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest income

Interest expense

Gain on debt extinguishment

Change in derivative liabilities fair value

Total other income (expense)

(LOSS) BEFORE INCOME TAXES

Income tax benefit

NET (LOSS) BEFORE NON-CONTROLLING

Net loss attributable to noncontrolling interest

NET INCOME / (LOSS)

NET INCOME / (LOSS) PER SHARE

Basic (See Note 2)

Diluted (See Note 2)

Weighted average number of common shares outstanding

Consolidated Statement of Operations For the Three Months Ended June 30, 2023

Litigation Financing

Other Adjustment

Marine services

Other services

Total revenue

OPERATING EXPENSES

Marketing, general and administrative

Operations and research

Total operating expenses

INCOME (LOSS) FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest income

Interest expense

Gain on debt extinguishment

Change in derivative liabilities fair value

Total other income (expense)

(LOSS) BEFORE INCOME TAXES

Income tax benefit

NET (LOSS) BEFORE NON-CONTROLLING

Net loss attributable to noncontrolling interest

NET INCOME / (LOSS)

NET INCOME / (LOSS) PER SHARE

Basic (See Note 2)

Diluted (See Note 2)

Weighted average number of common shares outstanding

Consolidated Statement of Operations For the Six Months Ended June 30, 2023

Litigation Financing

Other Adjustment

Marine services

Other services

Total revenue

OPERATING EXPENSES

Marketing, general and administrative

Operations and research

Total operating expenses

INCOME (LOSS) FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest income

Interest expense

Gain on debt extinguishment

Change in derivative liabilities fair value

Total other income (expense)

(LOSS) BEFORE INCOME TAXES

Income tax benefit

NET (LOSS) BEFORE NON-CONTROLLING

Net loss attributable to noncontrolling interest

NET INCOME / (LOSS)

NET INCOME / (LOSS) PER SHARE

Basic (See Note 2)

Diluted (See Note 2)

Weighted average number of common shares outstanding

Consolidated Statement of Operations

For the Three

September 30,

Marine services

Other services

Annual payment obligation

NOTE 17 – SEGMENT REPORTING

Operating segments are defined as components of an entity for which separate financial information is available and regularly reviewed by the chief operating decision maker (“CODM”).

The Company manages its operations as a single segment for purposes of assessing performance and making decisions.

The accounting policies of the segment are those included in Note 2 - Summary of Significant Accounting Policies .

The Company’s CODM is its President and Chief Operating Officer .

The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a

consolidated basis, using the operating expenses and interest expense, as presented on the face of the income statement, for purposes of making operating decisions, allocating resources, and evaluating financial performance.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

Significant expenses regularly reviewed by the CODM are Professional fees, Operations and research, excluding compensation which is reviewed separately and employee compensation.

The following table presents the details of the significant segment expenses, segment net revenues, and the segment performance measure, net loss, in the periods indicated:

For the Year Ended December 31,

Total revenue

OPERATING EXPENSES

Marketing, general and administrative

Operations and research

Total operating expenses

INCOME (LOSS) FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest income

Interest expense

Loss on equity method investment

Gain (loss) on debt extinguishment

Gain (loss) sale of wholly owned entity

Change in derivative liabilities fair value

Total other income (expense)

(LOSS) BEFORE INCOME TAXES

Income tax benefit

NET (LOSS) BEFORE NON-CONTROLLING INTEREST

attributable to noncontrolling interest

NET INCOME / (LOSS)

NET INCOME / (LOSS) PER SHARE

Weighted average number of common shares outstanding

Cumulative Effect of Prior Period Adjustments

The following table represents the impact of the Restatement of the Company’s Stockholders’ deficit for the periods ended March 2022, June 2022, September 2022, March 2023 and June 2023:

Stock – Shares

Non-controlling

Balance at December 31, 2021 (As previously reported)

( 275,090,857

Litigation Financing Adjustment

Investment in Unconsolidated Entities Adjustments

Other Adjustments

Cumulative restatement adjustments

Balance at December 31, 2021 (As Restated)

( 279,362,917

Balance at March 31, 2022 (As previously reported)

( 283,321,086

Litigation Financing Adjustment

Investment in Unconsolidated Entities Adjustments

Other Adjustments

Cumulative restatement adjustments

Balance at March 31, 2022 (As Restated)

( 286,908,600

Balance at June 30, 2022 (As previously reported)

( 288,004,571

Litigation Financing Adjustment

Investment in Unconsolidated Entities Adjustments

2022 Warrant Adjustment

Other Adjustments

Cumulative restatement adjustments

Balance at June 30, 2022 (As Restated)

( 294,700,299

Balance at September 30, 2022 (As previously reported)

( 293,459,800

Litigation Financing Adjustment

Investment in Unconsolidated Entities Adjustments

2022 Warrant Adjustment

Other Adjustments

Cumulative restatement adjustments

Balance at September 30, 2022 (As Restated)

( 296,292,698

Balance at March 31, 2023 (As previously reported)

( 281,631,073

Litigation Financing Adjustment

Investment in Unconsolidated Entities Adjustments

2022 Warrant Adjustment

Other Adjustments

Cumulative restatement adjustments

Balance at March 31, 2023 (As Restated)

( 279,135,089

Balance at June, 2023 (As previously reported)

( 287,354,763

Litigation Financing Adjustment

Investment in Unconsolidated Entities Adjustments

2022 Warrant Adjustment

Other Adjustments

Cumulative restatement adjustments

Balance at June, 2023 (As Restated)

( 284,066,697

Balance at June, 2023 (As Restated)

( 284,066,697

Sharebased compensation

Commons stock issued for warrants exercised

Fair value of warrants

Net income / (loss)

Balance as of September 30, 2023

( 287,879,984

Impact of Consolidated Statement of Cash Flows

The following Unaudited Interim Consolidated Statements of Cash Flows tables present the impacts of the restatement adjustments for the periods ended March 31, 2022 and 2023, June 30, 2022 and 2023 and September 30, 2022.

For the impacts of the restatement adjustments for the Consolidated Statement of Operations for the period ended December 31, 2022, refer to NOTE 2 Restatement of Consolidated Financial Statements.

The Consolidated Statements of Cash Flows for the period ended September 30, 2023 were not subject to restatement but are presented here.

Statement of Cash Flows For the Three Months Ended March 31, 2022

Other Adjustment

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income/(Loss)

Adjustments to reconcile net loss to net cash used in operating activities:

Investment in unconsolidated entity

Financing fees amortization

Amortization of finance liability

Amortization of loan prepayment premium

Note payable interest accretion

Note receivable interest accretion

Right of use asset amortization

Fair market value adjustment for OML acquisition liabilities

Share-based compensation

Change in derivatives liabilities fair value

(Increase) decrease in:

Accounts and other related party receivables

Change in operating lease liability

Accounts payable

Accrued expenses and other

NET CASH USED IN OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of equipment

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES

Other Adjustment

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of loans payable

Payment of debt obligation

Repurchase of stock-based awards withheld for payment of withholding tax requirements

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE (DECREASE) IN CASH

CASH AT BEGINNING OF YEAR

CASH AT END OF YEAR

Other Adjustment

SUPPLEMENTARY INFORMATION:

Interest paid

Income taxes paid

Statement of Cash Flows For the Six Months Ended

June 30, 2022

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income/(Loss)

Adjustments to reconcile net loss to net cash used in operating activities:

Investment in unconsolidated entity

Financing fees amortization

Amortization of loan prepayment premium

Note payable interest accretion

Right of use asset amortization

Share-based compensation

Change in derivatives liabilities fair value

(Increase) decrease in:

Accounts and other related party receivables

Change in operating lease liability

Accounts payable

Accrued expenses and other

NET CASH USED IN OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of loans payable

Payment of debt obligation

Repurchase of stock-based awards withheld for payment of withholding tax

Offering cost paid on sale of common stock

Proceeds from sale of common stock

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE (DECREASE) IN CASH

CASH AT BEGINNING OF YEAR

CASH AT END OF YEAR

SUPPLEMENTARY INFORMATION:

Interest paid

Income taxes paid

Statement of Cash Flows For the Nine Months Ended September 30, 2022

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income/(Loss)

Adjustments to reconcile net loss to net cash used in operating activities:

Investment in unconsolidated entity

Financing fees amortization

Amortization of loan prepayment premium

Note payable interest accretion

Right of use asset amortization

Share-based compensation

Change in derivatives liabilities fair value

(Increase) decrease in:

Accounts and other related party receivables

Accounts payable

Accrued expenses and other

NET CASH USED IN OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of loans payable

Payment of operating lease liability

Payment of debt obligation

Repurchase of stock-based awards withheld for payment of withholding tax

Offering cost paid on sale of common stock

Proceeds from sale of common stock

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE (DECREASE) IN CASH

CASH AT BEGINNING OF YEAR

CASH AT END OF YEAR

SUPPLEMENTARY INFORMATION:

Interest paid

Income taxes paid

Consolidated Statement of Cash Flows For the Three Months Ended

March 31, 2023

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income/(Loss)

Adjustments to reconcile net loss to net cash used in operating activities:

Investment in unconsolidated entity

Financing fees amortization

Note payable interest accretion

Note receivable interest accretion

Right of use asset amortization

Share-based compensation

(Gain) loss on debt extinguishment

Change in derivatives liabilities fair value

(Increase) decrease in:

Accounts and other related party receivables

Short-term notes receivable related party

Change in operating lease liability

Accounts payable

Accrued expenses and other

NET CASH USED IN OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of loans payable

Waiver fee paid

Offering cost paid on financing

Payment of debt obligation

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE (DECREASE) IN CASH

CASH AT BEGINNING OF YEAR

CASH AT END OF YEAR

SUPPLEMENTARY INFORMATION:

Interest paid

Income taxes paid

NON-CASH INVESTING AND FINANCING TRANSACTIONS:

Conversion of debt to common stock

Warrants issued

Consolidated Statement of Cash Flows For the Six Months Ended June 30, 2023

Litigation Financing

2022 Warrants

Other Adjustment

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income/(Loss)

Adjustments to reconcile net loss to net cash used in operating activities:

Investment in unconsolidated entity

Financing fees amortization

Amortization of loan prepayment premium

Note payable interest accretion

Note receivable interest accretion

Right of use asset amortization

Less significant expenses:

Professional fees

Operations and research (excluding compensation)

Compensation:

Salaries and Wages

Share-based compensation

Gain on debt extinguishment, net of note receivable write-off

(Gain) loss on debt extinguishment

Gain on sale of equipment

Beneficial conversion feature on convertible debt, interest expense

Change in derivatives liabilities fair value

(Increase) decrease in:

Accounts and other related party receivables

Short-term notes receivable related party

Change in operating lease liability

Accounts payable

Accrued expenses and other

NET CASH USED IN OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of equipment

Purchase of property and equipment

Proceeds from related party

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES

Litigation Financing

2022 Warrants

Other Adjustment

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of loans payable

Waiver fee paid

Offering cost paid on financing

Payment of debt obligation

Proceeds from sale leaseback financing, net

Payment on sale leaseback financing

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE (DECREASE) IN CASH

CASH AT BEGINNING OF YEAR

CASH AT END OF YEAR

Litigation Financing

2022 Warrants

Other Adjustment

SUPPLEMENTARY INFORMATION:

Interest paid

Income taxes paid

NON-CASH INVESTING AND FINANCING TRANSACTIONS:

Conversion of debt to common stock

Warrants issued

Statement of Cash flows

For the Nine Months ended

September 30, 2023

CASH FLOWS FROM OPERATING ACTIVITIES:

Total Compensation

Total Significant Expenses

Other segment items (gain)/loss (1)

Total Significant Expenses and Other Segment Items

Net Income/(Loss)

Adjustments to reconcile net loss to net cash used in operating activities:

Investment in unconsolidated entity

Financing fees amortization

Amortization of finance liability

Amortization of deferred discount

Note payable interest accretion

Note receivable interest accretion

Note payable interest paid in kind

Right of use asset amortization

Share-based compensation

Loss on equity method investment

Gain on debt extinguishment, net of note receivable write-off

Gain on sale of equipment

Change in derivatives liabilities fair value

(Increase) decrease in:

Accounts and other related party receivables

Short-term notes receivable related party

Change in operating lease liability

Accounts payable

Accrued expenses and other

NET CASH USED IN OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of equipment

Purchase of property and equipment

Cash paid for investment in unconsolidated entity

Proceeds from related party

Gain on sale of entity

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from sale leaseback financing, net

Payment on saleleaseback financing

Debt proceeds

Repayment of debt obligations

Proceeds from warrants exercised

Warrants issued

Offering costs paid on financing

Proceeds from sale of common stock

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE (DECREASE) IN CASH

CASH AT BEGINNING OF YEAR

CASH AT END OF YEAR

SUPPLEMENTARY INFORMATION:

Interest paid

Income taxes paid

INVESTING AND FINANCING TRANSACTIONS:

Conversion of debt to common stock

Warrants issued

contribution of Investment in Odyssey Retriever, Inc.

for equity interest in Ocean Minerals, LLC

Ocean Minerals, LLC acquisition liabilities

Accrued expenses converted to equity

financing related to litigation financing

FORM 10-K SUMMARY

(1) Includes other expenses within Marketing, General and Administrative and Operations and Research which are not significant individually or in the aggregate and not included within Significant Expenses above;

as well as, Interest income, Interest Expense, Loss on equity method investment, Change in derivative liabilities fair value, Gain on debt extinguishment, Residual economic interest in shipwreck, Loss on Termination Agreement, and Other, as reported in our consolidated statements of operations.

NOTE 18 – SUBSEQUENT EVENTS

We have evaluated subsequent events for recognition or disclosure through the date this Form 10-K is filed with the SEC.

On January 31, 2025, the Company entered into amendments to the March 2023 Notes transaction documents and the December 2023 Notes transaction documents to implement our post-closing obligations under the December 2024 amendment to the March 2023 Note Purchase Agreement.

The amendments included (a) an amendment to the security agreement securing the March 2023 Notes, pursuant to which, among other things, the Company granted a second-priority security interest in the collateral securing the December 2023 Notes;

(b) a second amendment to the December 2023 Note Purchase Agreement pursuant to which, among other things, the holders of the December 2023 Notes agreed to the second-priority security interest in the collateral securing the December 2023 Notes;

and (c) an intercreditor agreement with the collateral agents for the March 2023 Notes and the December 2023 Notes (the “Collateral Agents”) addressing the relative interests between them with respect to the shared collateral.

On February 25, 2025, the Company entered into amendments to the March 2023 Notes transaction documents and the December 2023 Notes transaction documents in furtherance of our post-closing obligations under the December 2024 amendment to the March 2023 Note Purchase Agreement and the January 2025 amendment to the December 2023 Note Purchase Agreement.

The amendments included (a) a second amendment to the March 2023 Note Purchase Agreement pursuant to which, among other things, the holders of the March 2023 Notes agreed to a second-priority security interest in certain of the collateral securing the March 2023 Notes;

(b) a third amendment to the December 2023 Note Purchase Agreement to address the grant of security interests in additional collateral;

(c) an amendment to the security agreement securing the December 2023 Notes, pursuant to which, among other things, the Company granted a second-priority security interest in the collateral securing the March 2023 Notes;

and (d) an amended and restated intercreditor agreement with the Collateral Agents addressing the relative interests between them with respect to the shared collateral.

EXHIBITS INDEX

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)

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)

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)

1 unchanged sentence

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)

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)

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)

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)

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)

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)

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)

Form of Amended and Restated Warrant to Purchase Common Stock

Reference is hereby made to Exhibits 3.1 through 3.6.

Note and Warrant Purchase Agreement dated December 1, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed December 4, 2023).

Form of Promissory Note dated December 1, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed December 4, 2023).

Form of Tranche I Warrant to Purchase Common Stock dated December 1, 2023 (incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 8-K filed December 4, 2023).

Form of Tranche II Warrant to Purchase Common Stock dated December 1, 2023 (incorporated by reference to Exhibit 10.4 to the Company’s Report on Form 8-K filed December 4, 2023).

Registration Rights Agreement dated December 1, 2023 (incorporated by reference to Exhibit 10.5 to the Company’s Report on Form 8-K filed December 4, 2023).

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).

Form of Equity Exchange Agreement among Odyssey Marine Exploration, Inc.

and the members of Ocean Minerals, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed June 5, 2023).

Form of Amended and Restated Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K dated May 17, 2024).

2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to the Company's Report on Form 8-K dated August 3, 2005)

2 unchanged sentences

2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K dated January 2, 2015)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

2019 Stock Incentive Plan (incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A dated April 24, 2019).

Note and Loan Agreement dated April 16, 2020, between Odyssey Marine Exploration, Inc.

2 unchanged sentences

Small Business Administration (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed June 30, 2020).

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)

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)

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)

Form of Purchase Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 8-K filed August 25, 2020)

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).

Termination and Settlement Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed October 5, 2021)

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).

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)

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).

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).

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)

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)

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)

Unit Purchase Agreement, dated June 4, 2023, among Odyssey Marine Exploration, Inc., Odyssey Minerals Cayman Limited, and Ocean Minerals, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed June 5, 2023).

Form of Equity Exchange Agreement among Odyssey Marine Exploration, Inc.

and the members of Ocean Minerals, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed June 5, 2023)

Form of Contribution Agreement among Odyssey Marine Exploration, Inc., Odyssey Minerals Cayman Limited, and Ocean Minerals, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 8-K filed June 5, 2023).

Note and Warrant Purchase Agreement dated December 1, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed December 4, 2023)

Form of Promissory Note dated December 1, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed December 4, 2023)

Form of Tranche I Warrant to Purchase Common Stock dated December 1, 2023 (incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 8-K filed December 4, 2023)

Form of Tranche II Warrant to Purchase Common Stock dated December 1, 2023 (incorporated by reference to Exhibit 10.4 to the Company’s Report on Form 8-K filed December 4, 2023)

Registration Rights Agreement dated December 1, 2023 (incorporated by reference to Exhibit 10.5 to the Company’s Report on Form 8-K filed December 4, 2023)

Subsidiaries of the Registrant (filed herewith electronically)

Consent of Grant Thornton LLP, Independent Accountants (filed herewith electronically)

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith electronically)

Note and Warrant Purchase Agreement dated December 1, 2023 (incorporated by reference Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 4, 2023).

Form of Promissory Note dated December 1, 2023 (incorporated by reference Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 4, 2023).

Form of Tranche I Warrant to Purchase Common Stock dated December 1, 2023 (incorporated by reference Exhibit 10.3 to the Company’s Current Report on Form 8-K filed December 4, 2023).

Form of Tranche II Warrant to Purchase Common Stock dated December 1, 2023 (incorporated by reference Exhibit 10.4 to the Company’s Current Report on Form 8-K filed December 4, 2023).

Registration Rights Agreement dated December 1, 2023 (incorporated by reference Exhibit 10.5 to the Company’s Current Report on Form 8-K filed December 4, 2023).

Form of Amended and Restated Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023).

Executive Compensation Plan dated July 8, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed August 8, 2024).

Executive Severance Plan dated August 5, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed August 8, 2024).

Securities Purchase Agreement dated December 23, 2024 (incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Registration Rights Agreement dated December 23, 2024 (incorporated by reference to Exhibit 10.02 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Amendment to Note and Warrant Purchase Agreement dated December 20, 2024 (incorporated by reference to Exhibit 10.03 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Amended and Restated Convertible Promissory Note dated December 20, 2024 (incorporated by reference to Exhibit 10.04 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Amendment to Warrant to Purchase Common Stock dated December 20, 2024 (incorporated by reference to Exhibit 10.05 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Registration Rights Agreement dated December 20, 2024 (incorporated by reference to Exhibit 10.06 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Amendment to Note and Warrant Purchase Agreement dated December 20, 2024 (incorporated by reference to Exhibit 10.07 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Amended and Restated Convertible Promissory Note dated December 20, 2024 (incorporated by reference to Exhibit 10.08 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Amendment to Warrant to Purchase Common Stock dated December 20, 2024 (incorporated by reference to Exhibit 10.09 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Registration Rights Agreement dated December 20, 2024 (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Joint Venture Agreement dated December 23, 2024 (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Insider Trading Policy

Subsidiaries of the Registrant

Consent of Grant Thornton LLP, Independent Accountants

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350 (filed herewith electronically)

Executive Officer Clawback Policy

Inline XBRL taxonomy Extension Schema with embedded Linkbase documents

Cover Page Interactive Data File (formatted as Inline XBRL and contained within Exhibit 101)

Filed herewith

Previously filed

Furnished herewith

Management contract or compensatory plan.

FORM 10-K SUMMARY

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.

March 31, 2025

/ S / Mark D.

Chief Executive Officer

Principal Executive Officer

Principal Financial 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:

Chief Executive Officer (Principal

Executive Officer and Principal Financial Officer) and Chairman of the Board

/ S / Mark D.

Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) and Chairman of the Board

March 31, 2025

/ S / John D.

President and Chief Operating Officer

March 31, 2025

/ S / Todd E.

March 31, 2025

/ S / Mark B.

Lead Director

March 31, 2025

Larissa Pommeraud

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures