ODYSSEY MARINE EXPLORATION INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures Disclosure controls are procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this 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 37 Table of Contents directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the internal control over financial reporting to future periods are subject to risk that the internal control may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. 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. Material Weakness in Internal Control over Financial Reporting 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, 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 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 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. ITEM 9B. OTHER INFORMATION None . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 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. 38 Table of Contents 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. The Code of Ethics and all committee charters are posted on the Company's website (www.odysseymarine.com). We will provide a copy of any of these documents to stockholders free of charge upon request to the Company. 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. ITEM 11. EXECUTIVE COMPENSATION 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. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT A portion of the information required by this Item pursuant to Item 403 of Regulation S-K is hereby incorporated by reference to the information under the heading "Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement 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. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 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. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 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. 39 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following documents are filed as part of this Annual Report on Form 10-K: 1. (a) Consolidated Financial Statements See “Index to Consolidated Financial Statements” on page 41 . All other schedules have been omitted because the required information is not significant or is included in the financial statements or notes thereto, or is not applicable. 2. Exhibits The Exhibits listed in the Exhibits Index, which appears immediately following the signature page and is incorporated herein by reference, are filed as part of this Annual Report on Form 10-K. 40 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ODYSSEY MARINE EXPLORATION, INC. PAGE Report of Independent Registered Public Accounting Firm (PCAOB ID: 248 ) 42 Consolidated Financial Statements: Consolidated Balance Sheets 44 Consolidated Statements of Operations 45 Consolidated Statements of Changes in Stockholders' Equity/(Deficit) 46 Consolidated Statements of Cash Flows 47 Notes to the Consolidated Financial Statements 49 41 Table of Contents R EPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Odyssey Marine Exploration, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Odyssey Marine Exploration, Inc. (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 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 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for opinion 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit 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 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 42 Table of Contents 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. • 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 We have served as the Company’s auditor since 2023. Tampa, Florida March 31, 2025 43 Table of Contents ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES C ONSOLIDATED BALANCE SHEETS December 31, 2024 2023 ASSETS CURRENT ASSETS Cash and cash equivalents $ 4,791,743 $ 4,021,720 Accounts and other related party receivables 285,764 110,320 Other current assets 683,626 743,439 Total current assets 5,761,133 4,875,479 NON-CURRENT ASSETS Investment in unconsolidated entities 9,885,779 9,001,646 Option to purchase equity securities in related party 455,416 6,373,402 Bismarck exploration license 1,821,251 1,821,251 Property and equipment, net 534,016 524,656 Right-of-use - operating leases — 121,568 Other non-current assets 34,295 34,295 Total non-current assets 12,730,757 17,876,818 Total assets $ 18,491,890 $ 22,752,297 LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT) CURRENT LIABILITIES Accounts payable $ 748,403 $ 345,378 Accrued expenses 8,634,576 8,493,358 Operating lease liability, current portion — 129,140 Forward contract liability — 1,446,796 Put option liability — 5,637,162 Loans payable, current portion 13,084,379 15,413,894 Total current liabilities 22,467,358 31,465,728 LONG-TERM LIABILITIES Loans payable 9,851,151 7,903,074 Debt derivative liability 3,052,000 — Warrant liabilities 4,798,759 15,792,385 Litigation financing and other 56,950,377 52,817,938 Deferred contract liability 455,416 679,706 Total long-term liabilities 75,107,703 77,193,103 Total liabilities 97,575,061 108,658,831 Commitments and contingencies (Note 11) STOCKHOLDERS’ EQUITY/(DEFICIT) Preferred stock – $ 0.0001 par value; 24,984,166 shares authorized; none issued and outstanding — — Common stock – $ 0.0001 par value; 75,000,000 shares authorized; 28,825,333 and 20,420,896 issued and outstanding 2,883 2,042 Additional paid-in capital 264,191,579 263,616,186 Accumulated deficit ( 280,439,023 ) ( 296,096,957 ) Total stockholders’ deficit before non-controlling interest ( 16,244,561 ) ( 32,478,729 ) Non-controlling interest ( 62,838,610 ) ( 53,427,805 ) Total stockholders’ deficit ( 79,083,171 ) ( 85,906,534 ) Total liabilities and stockholders’ deficit $ 18,491,890 $ 22,752,297 The accompanying notes are an integral part of these consolidated financial statements. 44 Table of Contents ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES C ONSOLIDATED STATEMENTS OF OPERATIONS For the Year Ended December 31, 2024 2023 REVENUE Marine services $ 726,395 $ 779,581 Operating and other 42,282 24,218 Total revenue 768,677 803,799 OPERATING EXPENSES Marketing, general and administrative 9,669,116 6,843,181 Operations and research 3,104,488 4,298,179 Total operating expenses 12,773,604 11,141,360 LOSS FROM OPERATIONS ( 12,004,927 ) ( 10,337,561 ) OTHER INCOME / (EXPENSE) Interest income 169,360 412,625 Interest expense ( 6,517,631 ) ( 5,039,952 ) Income / (Loss) on equity method investment ( 271,830 ) ( 278,910 ) Change in derivative liabilities fair value 18,866,862 ( 8,302,866 ) Gain / (Loss) on debt extinguishment ( 729,723 ) 21,177,200 Residual economic interest in shipwreck 9,839,006 — Loss on Termination Agreement (Note 5) ( 4,246,900 ) — Other 1,142,912 ( 1,515,138 ) Total other income / (expense) 18,252,056 6,452,959 INCOME / (LOSS) BEFORE INCOME TAXES 6,247,129 ( 3,884,602 ) Income tax benefit — — NET INCOME / (LOSS) 6,247,129 ( 3,884,602 ) Net loss attributable to non-controlling interest 9,410,805 9,230,421 NET INCOME / (LOSS) attributable to Odyssey Marine Exploration, Inc. $ 15,657,934 $ 5,345,819 NET INCOME / (LOSS) PER SHARE Basic $ 0.75 $ 0.27 Diluted $ 0.07 $ 0.27 Weighted average number of common shares outstanding: Basic 20,977,521 19,943,633 Diluted 28,376,949 20,118,877 The accompanying notes are an integral part of these consolidated financial statements. 45 Table of Contents ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES C ONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY / (DEFICIT) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Non-controlling Interest Total Shares Amount Shares Amount Balance at December 31, 2022 — $ — 19,540,310 $ 1,954 $ 256,963,264 $ ( 301,442,776 ) $ ( 44,197,384 ) $ ( 88,674,942 ) Share-based compensation — — — — 585,654 — — 585,654 Director compensation paid in share-based instruments — — 77,976 8 303,485 — — 303,493 Cancellation of stock awards for payment of withholding tax requirements — — 188,162 19 ( 218,637 ) — — ( 218,618 ) Common stock issued for debt extinguishment — — 304,879 30 999,970 — — 1,000,000 Fair value of warrants issued — — — — 3,926,962 — — 3,926,962 Common stock issued for warrants exercised — — 90,552 9 303,340 — — 303,349 Common stock issued for convertible debt conversion — — 155,000 16 524,094 — — 524,110 Common stock issued for options exercised — — 64,017 6 228,054 — — 228,060 Net income/(loss) — — — — — 5,345,819 ( 9,230,421 ) ( 3,884,602 ) Balance at December 31, 2023 — $ — 20,420,896 $ 2,042 $ 263,616,186 $ ( 296,096,957 ) $ ( 53,427,805 ) $ ( 85,906,534 ) Share-based compensation — — 24,328 2 2,011,603 — — 2,011,605 Cancellation of stock awards for payment of withholding tax requirements — — — — ( 18,277 ) — — ( 18,277 ) Director compensation paid in stock — — 16,547 2 287,998 — — 288,000 Fair value of warrants classified as liabilities — — — — ( 7,754,438 ) — — ( 7,754,438 ) Common stock issued in connection with Securities Purchase Agreement (Note 12) — — 7,077,912 708 3,896,167 3,896,875 Common stock issued for convertible debt conversion — — 1,181,132 118 1,722,781 — — 1,722,899 Common stock issued and exchanged with related party — 104,518 11 429,559 — — 429,570 Net income/(loss) — — — — — 15,657,934 ( 9,410,805 ) 6,247,129 Balance at December 31, 2024 — $ — 28,825,333 $ 2,883 $ 264,191,579 $ ( 280,439,023 ) $ ( 62,838,610 ) $ ( 79,083,171 ) The accompanying notes are an integral part of these consolidated financial statements. 46 Table of Contents ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES C ONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net income/(loss) $ 6,247,129 $ ( 3,884,602 ) Adjustments to reconcile net income/(loss) to net cash provided by (used in) operating activities: Services provided to unconsolidated entities ( 726,395 ) ( 779,581 ) Depreciation 79,019 242,970 Financing fees amortization 90,794 724,185 Amortization of finance liability 638,271 432,332 Amortization of deferred discount 3,345,669 2,037,000 Note payable interest accretion 2,318,779 985,671 Note interest paid-in-kind ("PIK") 1,793,345 858,816 Note receivable interest accretion — ( 288,991 ) Right-of-use ("ROU") asset amortization 121,568 178,457 Share-based compensation 2,011,605 585,654 Director compensation paid in stock 288,000 178,493 Loss on equity method investment 271,830 278,910 (Gain) loss on debt extinguishment 729,723 ( 21,177,200 ) Loss on Termination Agreement 4,246,900 — Loss on sale of equipment ( 4,029 ) ( 160,000 ) Change in derivatives liability fair value ( 18,866,862 ) 8,302,866 (Increase) decrease in: Accounts receivable and other related party receivables ( 175,444 ) ( 103,899 ) Short-term notes receivable, related party — 514,294 Changes in operating lease liability ( 129,140 ) ( 186,656 ) Other assets 59,813 203,991 Accounts payable 372,209 ( 1,675,936 ) Accrued expenses and other ( 2,070,443 ) 2,562,806 NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 642,341 ( 10,170,420 ) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of equipment — 317,750 Purchase of property and equipment ( 84,350 ) ( 1,346,878 ) Cash paid for investment in unconsolidated entity — ( 1,000,000 ) Proceeds from related party — 1,000,000 NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES ( 84,350 ) ( 1,029,128 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of loans payable — 21,415,001 Repurchase of stock-based awards withheld for payment of withholding tax requirements ( 18,277 ) ( 218,618 ) Offering cost paid on financing ( 122,954 ) ( 160,283 ) Payment of debt obligations ( 3,003,612 ) ( 11,480,905 ) Proceeds from sale leaseback financing, net — 4,050,000 Proceeds from warrants exercised — 303,349 Proceeds from issuance of common stock 3,896,875 239,303 Payment on sale leaseback financing ( 540,000 ) ( 370,000 ) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 212,032 13,777,847 NET INCREASE/(DECREASE) IN CASH 770,023 2,578,299 CASH AT BEGINNING OF PERIOD 4,021,720 1,443,421 CASH AT END OF PERIOD $ 4,791,743 $ 4,021,720 47 Table of Contents ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued Year Ended December 31, 2024 2023 SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $ 430,282 $ 172,346 Director compensation settled with equity $ 288,000 $ 125,000 NON-CASH INVESTING AND FINANCING TRANSACTIONS: Conversion of debt to common stock $ 1,722,899 $ 300,003 Common stock issued and exchanged with related party $ 429,570 $ — Fair value of liability warrants issued $ 1,156,676 $ 2,392,563 Debt extinguished and paid in common stock $ — $ 1,000,000 Non-cash contribution of investment in Odyssey Retriever, Inc. for equity interest in OML $ — $ 2,735,000 Embedded debt derivative liability $ 851,000 $ — Put option liability $ — $ 5,637,162 Warrants reclassification from Equity to Liability classification $ 7,754,438 $ — The accompanying notes are an integral part of these financial statements. 48 Table of Contents ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES N OTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BUSINESS AND BASIS OF PRESENTATION Organization Odyssey Marine Exploration, Inc. and subsidiaries (the “Company,” “Odyssey,” “us,” “we” or “our”) is engaged in deep-ocean exploration. Our innovative techniques are currently applied to mineral exploration and other marine survey and contracted services. Our corporate headquarters are in Tampa, Florida. Going Concern Consideration We have experienced several years of net losses and may continue to do so. Our ability to generate net income or positive cash flows for the following twelve months is dependent upon financings, our success in developing and monetizing our interests in mineral exploration entities, generating income from exploration charters or collecting on amounts owed to us. Our 2025 business plan requires us to generate new cash inflows to effectively allow us to perform our planned projects. We continually plan to generate new cash inflows through the monetization of our 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. 49 Table of Contents NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding our financial statements. The financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity and have prepared them in accordance with our customary accounting practices. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries, both domestic and international. Equity investments in which we exercise significant influence but do not control and of which we are not the primary beneficiary are accounted for using the equity method. All significant inter-company and intra-company transactions and balances have been eliminated. The 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 R.L. de CV (“ExO”) and Oceanica Resources, S. de R.L. (“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 Management used estimates and assumptions in preparing these consolidated financial statements in accordance with generally accepted accounting principles in the United States (“US GAAP”). Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used. Revenue Recognition and Accounts Receivable Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of Accounting Standards Codification (“ASC”) Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. The Company currently generates revenues from service contracts with customers. Currently, there are two sources of revenue, marine services and operating and other services. The contracts for the marine services provide research, scientific services, marine operations planning, management execution and project management. These services are billed generally on a monthly basis and recognized as revenue as the services are performed or provided. 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 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 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. We estimate an allowance for credit losses based on ongoing evaluations of the accounts and notes receivable, the related credit risk characteristics, and the overall economic and environmental conditions affecting the financial assets. Credit losses are charged off against the allowance when we believe the uncollectibility of the financial asset is confirmed. Subsequent recoveries, if any, are credited to the allowance once received. 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. 50 Table of Contents Cash and Cash Equivalents 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 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. This assessment is based on the historical success of renewing the license every two years since 2006, and the fact that management believes there are no legal, regulatory, or contractual provisions that would limit the useful life of the asset. The Company was notified in November 2023 that the 2022 exploration license renewal application was approved. 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. We did no t have any triggering events or impairments for the years ended December 31, 2024 or 2023 . Derivative Financial Instruments From time to time, we may enter into a financial instrument that may contain a derivative. In evaluating the fair value of derivative financial instruments, there are numerous assumptions which management must make that may influence the valuation of the derivatives that would be included in the financial statements. Derivative financial instruments consist of financial instruments or other contracts that contain a notional amount and one or more underlying variables (e.g., interest rate, security price or other variable), require a small or no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. 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 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. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the Statements of Operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date. 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. In 51 Table of Contents 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”). If the investment is determined to be a VIE, then the Company evaluates whether it is considered the primary beneficiary. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) has the obligation to absorb losses or the right to receive benefits from the VIE. We determine whether any of the entities in which we have made investments is a VIE at the start of each new venture and if a reconsideration event has occurred. At such times, we also consider whether we must consolidate a VIE and/or disclose information about our involvement in a VIE. 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. A reporting entity must consider the rights and obligations conveyed by its variable interests and the relationship of its variable interests with variable interests held by other parties to determine whether its variable interests will absorb a majority of a VIE’s expected losses, receive a majority of the VIE’s expected residual returns, or both. For investments in VIEs in which the Company is considered the primary beneficiary, the assets, liabilities and results of operations of the VIE are included in the Company’s consolidated financial statements. As of December 31, 2024 and 2023, there were no VIEs for which the Company was the primary beneficiary. We also review these investments for any potential impairment annually. We use the equity method to account for investments in companies if our investment provides us with the ability to exercise significant influence over the operating and financial policies of the investee. 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, 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. We eliminate from our financial results all significant intercompany transactions, including the intercompany portion of transactions with equity method investees. Long-Lived Assets 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 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. 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 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 52 Table of Contents 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. 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. We adopted ASC Topic 820 for certain financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with US GAAP and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. 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: The three levels of inputs that may be used to measure fair value are as follows: Level 1 . Quoted prices in active markets for identical assets or liabilities. Level 2 . Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions. Level 3 . Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities. Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data. Leases 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. 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 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: • The lease term – The lease term is the period of the lease not cancellable by us, together with periods covered by: (i) renewal options we are reasonably certain to exercise or that are controlled by the lessor and (ii) termination options we are reasonably certain not to exercise. • The present value of lease payments is calculated based on: 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 53 Table of Contents 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; however, if the implicit rate a lease is not readily determinable, we would use the hypothetical incremental borrowing rate we would have to pay to borrow an amount equal to the lease payments, on a collateralized basis, over a timeframe similar to the lease term. • 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. 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. Lease liabilities are initially recorded at lease commencement as the present value of future lease payments. ROU assets are initially recorded at lease commencement as the initial amount of the lease liability, together with the following, if applicable: (i) initial direct costs and (ii) lease payments made, net of lease incentives received, prior to lease commencement. Over the lease term, we increase our lease liabilities using the effective interest method and decrease our lease liabilities for lease payments made. We generally amortize the ROU asset over the shorter of the estimated useful life or the lease term and assess our ROU assets for impairment, similar to other long-lived assets. For operating leases, a single lease cost is generally recognized in the Consolidated Statements of Operations on a straight-line basis over the lease term. Foreign Currency The Company’s functional and reporting currency is U.S. dollars. Foreign currency denominated assets and liabilities are remeasured into U.S. dollars using the exchange rates in effect at the balance sheet date. 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, 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. 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: For the Year Ended December 31, 2024 2023 Average market price during the period $ 3.23 $ 3.47 Option awards 1,511,402 916,111 Unvested restricted stock awards — 10,087 Convertible notes 17,865,600 462,628 Common Stock Warrant related 7,498,460 7,948,176 Put Options — 4,063,759 54 Table of Contents 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, 2024 2023 Net income (loss) attributable to Odyssey Marine Exploration, Inc. $ 15,657,934 $ 5,345,819 Numerator: Basic net income (loss) available to stockholders $ 15,657,934 $ 5,345,819 Change in fair value of Equity Exchange Agreement and loss on equity method investment (1) ( 6,358,401 ) — Fair value change of warrants ( 7,408,743 ) ( 4,811 ) Diluted net income (loss) available to stockholders $ 1,890,790 $ 5,341,008 Denominator: Weighted average common shares outstanding – Basic 20,977,521 19,943,633 Dilutive effect of options 95,006 5,557 Dilutive effect of other derivative instruments (1) 3,871,880 — Dilutive effect of warrants 3,432,542 169,687 Weighted average common shares outstanding – Diluted 28,376,949 20,118,877 Net income (loss) per share: Basic $ 0.75 $ 0.27 Diluted $ 0.07 $ 0.27 (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. Income Taxes Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or the entire deferred tax asset will not be realized. 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 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. 55 Table of Contents 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: December 31, 2024 2023 Related party (Note 14) $ 67,320 $ 46,394 Other 218,444 63,926 Total accounts receivable and other, net $ 285,764 $ 110,320 NOTE 4 – OTHER CURRENT ASSETS Our other current assets consisted of the following as of December 31, 2024 and 2023: December 31, 2024 2023 Prepaid assets $ 564,930 $ 608,353 Other 83,430 119,820 Deposits 35,266 15,266 Total other current assets $ 683,626 $ 743,439 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: 56 Table of Contents December 31, 2024 2023 CIC Limited $ 5,003,449 $ 4,514,618 Ocean Minerals, LLC 4,882,330 4,487,028 Chatham Rock Phosphate, Limited — — Neptune Minerals, Inc. — — Investment in unconsolidated entities $ 9,885,779 $ 9,001,646 CIC Limited 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: • We account for the investments we make in certain legal entities in which equity investors do not have (1) sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support, or (2) as a group, the holders of the equity investment at risk do not have either the power, through voting or similar rights, to direct the activities of the legal entity that most significantly impact the entity’s economic performance, or (3) the obligation to absorb the expected losses of the legal entity or the right to receive expected residual returns of the legal entity. This type of legal entity is referred to as a VIE. • We would consolidate the results of any such entity in which we determined we had a controlling financial interest. We would have a “controlling financial interest” in such an entity if we had both the power to direct the activities that most significantly affect the VIE’s economic performance and the obligation to absorb the losses of, or right to receive benefits from, the VIE that could be potentially significant to the VIE. On a quarterly basis, we reassess whether we have a controlling financial interest in our investments in these legal entities. • We determine whether any of the entities in which we have made investments is a VIE at the start of each new venture and if a reconsideration event has occurred. At such times, we also consider whether we must consolidate a VIE and/or disclose information about our involvement in a VIE. A reporting entity must consolidate a VIE if that reporting entity has a variable interest (or combination of variable interests) that will absorb a majority of the VIE’s expected losses, receive a majority of the VIE’s expected residual returns, or both. A reporting entity must consider the rights and obligations conveyed by its variable interests and the relationship of its variable interests with variable interests held by other parties to determine whether its variable interests will absorb a majority of a VIE’s expected losses, receive a majority of the VIE’s expected residual returns, or both. The reporting entity that consolidates a VIE is called the primary beneficiary of that VIE. 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 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. We record our investment under the equity method. 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 57 Table of Contents 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 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 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. The Equity Exchange Agreement is a liability within the scope of ASC 480 that is initially measured at fair value and will be included within the initial consideration transferred. Subsequently, changes in the fair value of the liability will be recognized in earnings. Contribution Agreement In connection with the transactions contemplated by the OML Purchase Agreement, Odyssey, the Purchaser, and OML also entered into a Contribution Agreement pursuant to which additional membership interest units of OML may be issued to the Purchaser in consideration of the contribution to OML by Odyssey from time to time of certain property or other assets and services with an aggregate value of up to $ 10.0 million. We concluded that the Contribution Agreement is within the scope of ASC 606, as the services provided are within Odyssey’s ordinary activities, and OML is therefore considered a customer of Odyssey. Equity Method of Accounting The Company has determined that OML operates more like a partnership, and as the Company holds more than 3 % - 5 % and has greater than virtually no influence over OML, the investment is within the scope of ASC 323, Investments – Equity and Joint Ventures. Odyssey applied the equity method investment accounting for its interest in OML, starting on July 3, 2023. As a result, OML is 58 Table of Contents 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. Furthermore, the total consideration transferred is allocated to the different components identified in the OML Purchase Agreement based on their closing date fair value, including, (1) the Initial OML Units, (2) the Second OML Units option, (3) the Third OML Units option and (4) the Optional Units, each as defined below, as well as the Equity Exchange Agreement as previously defined above. Through a series of transactions pursuant to the OML Unit Purchase Agreement, the Company agreed to pay a total purchase price of $ 15 million, or $ 20.45 per unit, for 733,497 units, as follows: (1) The Initial Closing – The Company purchased 293,399 of the Purchased Units (the “Initial OML Units”), representing approximately 6.28 % of the OML Units, in return for the initial purchase price of $ 1.0 million cash and Odyssey’s shares of ORI. The initial closing of the purchase and sale of the Purchased Units was amended to July 3, 2023. (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 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. The third closing will occur on the earlier of (a) the date that is thirty (30) days after OML notifies the Company that it has received and provides a copy to the Company of, the Independent Resource Report, and (b) the date that is the first anniversary of the initial closing date (“Third Closing”). (4) Optional Units – The Company has the option to purchase up to additional 1,466,993 of OML Interest Units (“the Units”), at the Company’s discretion (“Optional Units”), at the agreed upon price of $ 20.45 per unit within the eighteen-month anniversary of the Initial Closing Date, July 3, 2023. The recorded asset value of this option is $ 5.7 million on December 31, 2023. 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 . 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. Therefore, as of the amendment date, the Company may only purchase the Optional Units through January 2, 2025 (eighteen months from the Initial Closing Date) (“Optional Units Amendment”). The Company concluded that the Second OML Units option, the Third OML Units option and the Optional Units are within the scope of ASC 321 Investments – Equity and Joint Ventures 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 adjustments. 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 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. Subsequently, changes in the fair value of the liability was recognized in earnings and not as an adjustment to the cost basis of Odyssey’s investment in OML. As part of the Initial Closing, Odyssey transferred its equity interest of ORI, free of debt of the finance liability owed on the sale-leaseback arrangement. This portion was determined to be part of the Initial Consideration Transferred, as of July 3, 2023, as it meets the definition of a subsidiary of the acquirer. ASC 805, Business Combination, further provides that the consideration transferred in a business combination is measured at fair value, determined in accordance with ASC 820, Fair Value Measurement, except for (i) assets and liabilities transferred that remain under the control of the acquiree after the business combination, and (ii) any portion of the acquirer’s shared-based replacement awards exchanged for awards held by the acquiree’s grantees included in the consideration transferred. 59 Table of Contents Therefore, the Company determined that although the OML Purchase Agreement provides that the contractual amount of ORI is $ 5 million, the Company is required to determine whether the contractual amount represents the fair value of the transferred asset. 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. 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 $ 0.2 million related to the disposal of ORI. The Company determined that the initial Closing Consideration is as follows: Cash consideration $ 1,000,000 Fair value of Odyssey Retriever, Inc. 3,280,261 Fair value of the Second Closing 676,921 Fair value of the Third Closing 769,875 Fair value of the Equity Exchange Agreement 4,516,007 Transaction costs 49,988 Initial closing consideration $ 10,293,052 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 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. Year Ended December 31, 2024 Revenue $ 4,982,246 General expenses ( 3,160,477 ) Payroll expenses ( 1,852,828 ) Net Loss $ ( 2,925,000 ) As of December 31, 2024 Total Assets $ 37,328,006 Total Liabilities $ 11,329,642 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 60 Table of Contents 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. (“NMI”). 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. NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following: December 31, 2024 2023 Computers and peripherals $ 373,657 $ 483,042 Furniture and office equipment 675,723 782,471 Marine equipment 255,960 559,294 Property and equipment 1,305,340 1,824,807 Less: Accumulated depreciation ( 771,324 ) ( 1,300,151 ) Property and equipment, net $ 534,016 $ 524,656 Depreciation expense $ 79,019 $ 242,970 NOTE 7 – LOANS PAYABLE The Company's consolidated notes payable consisted of the following carrying values and related interest expense at: December 31, 2024 2023 March 2023 Note $ 13,101,995 $ 14,858,816 December 2023 Note 6,550,164 6,000,000 Emergency Injury Disaster Loan 150,000 150,000 Vendor note payable 484,009 484,009 AFCO Insurance note payable 465,138 468,751 Pignatelli Note — 500,000 37N Note — 804,997 Finance liability (Note 16) 4,210,604 4,112,332 Total Loans payable $ 24,961,910 $ 27,378,905 Less: Unamortized deferred lender fee ( 119,530 ) ( 106,488 ) Less: Unamortized debt discount ( 1,906,850 ) ( 3,955,449 ) Total Loans payable, net $ 22,935,530 $ 23,316,968 Less: Current portion of loans payable ( 13,084,379 ) ( 15,413,894 ) Loans payable—long term $ 9,851,151 $ 7,903,074 March 2023 Notes 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”) 61 Table of Contents 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 62 Table of Contents 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. 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. 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. 63 Table of Contents 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 64 Table of Contents 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. 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 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 $ 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 are then applied against the principal. The balance of principal and interest is payable thirty years from the date of the promissory note. 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 $ 0.5 million as an interest-bearing trade payable. This trade payable bears simple annual interest at a rate of 12.0 %. As collateral, we granted the vendor a primary lien on certain of our equipment. The carrying value of this equipment is zero . This agreement matured in August 2018 . Even though this agreement has matured, the creditor has not demanded payment. There are no covenant requirements to meet that would expose the Company to default situations. Seller Note Payable 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 65 Table of Contents 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, 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 . 37North 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 VWAP market trading price of Common Stock. 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, 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 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. 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. As a result, the share settled redemption and conversion features were recorded at fair value at each reporting period outstanding with changes recognized through Interest expenses on the consolidated statement of operations. The Company analyzed the conversion feature of the note and determined that, because it includes a conditional obligation to issue a variable number of shares based on a fixed amount known at inception, the debt is properly classified as a liability in the balance sheet. The Company identified seven embedded features, all of which were of de minimis fair value other than the Share Settled Redemption Feature. As such, only that was bifurcated and accounted for separately from the debt host. 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. 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 66 Table of Contents 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. Galileo 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. MINOSA 1 On March 11, 2015, we issued promissory notes to Minera del Norte, S.A. de C.V. (“MINOSA”) with a principal amount of $ 14.75 million (the “Minosa 1 Note”). During December 2017, MINOSA transferred this debt to its parent company. MINOSA 2 On August 10, 2017, we entered into a Note Purchase Agreement (the “Minosa Purchase Agreement”) with MINOSA. Pursuant to the Minosa Purchase Agreement, MINOSA agreed to loan 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. de C.V. (“AHMSA”), MINOSA and Phosphate One LLC (f/k/a Penelope Mining LLC, “Phosphate One” and together with AHMSA and MINOSA, the “AHMSA Parties”) entered into Settlement, Release and Termination Agreement (the “Termination Agreement”). Pursuant to the Termination Agreement: • Odyssey paid AHMSA $ 9.0 million (the “Termination Payment”) in cash on March 6, 2023; • the parties agreed that, concurrently with the payment of the Termination Payment, a portion of the MINOSA Notes would be deemed automatically converted into 304,879 shares of Odyssey's common stock; • the Minosa Notes, the 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”); and • each of the AHMSA Parties, on the one hand, and Odyssey, on the other, agreed not to make any claims against any of the Released Parties related to the Released Matters. 67 Table of Contents 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 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 $ 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 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, Level 2024 2023 Liabilities 37N Note embedded derivative 3 $ — $ 702,291 Put option liability 3 — 5,637,162 Litigation financing 3 56,950,377 52,115,647 2022 Warrants 3 2,060,773 13,399,822 March 2023 Warrants 3 1,910,950 — December 2023 Warrants 3 827,036 2,392,563 March 2023 Note Conversion Option 3 2,745,000 — December 2023 Note Conversion Option 3 307,000 — Total of fair valued liabilities $ 64,801,136 $ 74,247,485 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 68 Table of Contents 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 Level Carrying Value Fair Value Liabilities March 2023 Note (1) 2 $ 13,101,995 $ 12,422,050 December 2023 Note (1) 2 $ 6,550,164 $ 6,622,108 (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). 69 Table of Contents Changes in our Level 3 fair value measurements were as follows: 37N Note Conversion Option March 2023 Warrants December 2023 Warrants Put option liability March 2023 Conversion Option December 2023 Conversion Option Litigation financing 2022 Warrants Total Balance as of December 31, 2022 $ — $ — $ — $ — $ — $ — $ 45,368,948 $ 13,602,467 $ 58,971,415 Issuance of new instrument 423,696 — 2,392,563 4,516,007 — — — — 7,332,266 Issuance of new funding — — — — — — 4,633 — 4,633 Change in fair value 457,690 — — 1,121,155 — — 6,742,066 ( 18,045 ) 8,302,866 Warrants Exercised — — — — — — — ( 184,600 ) ( 184,600 ) Debt conversion to equity ( 179,095 ) — — — — — — — ( 179,095 ) Balance as of December 31, 2023 $ 702,291 $ — $ 2,392,563 $ 5,637,162 $ — $ — $ 52,115,647 $ 13,399,822 $ 74,247,485 Debt conversion to equity ( 341,601 ) — — — — — — — ( 341,601 ) Added conversion option (embedded derivative) — — — — 690,000 161,000 — — 851,000 Classification of warrants as liability — 7,754,438 — — — — — — 7,754,438 Warrant repricing (Note 7) — 808,508 348,168 — — — — — 1,156,676 Change in fair value ( 360,690 ) ( 6,651,996 ) ( 1,913,695 ) ( 5,637,162 ) 2,055,000 146,000 4,834,730 ( 11,339,049 ) ( 18,866,862 ) Balance as of December 31, 2024 $ — $ 1,910,950 $ 827,036 $ — $ 2,745,000 $ 307,000 $ 56,950,377 $ 2,060,773 $ 64,801,136 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. de R.L. de C.V., our Mexican subsidiary ("ExO" and, together with Odyssey, the "Claimholder"), and Poplar Falls LLC (the "Funder") entered into an International Claims Enforcement Agreement (the "Agreement"), pursuant to which the Funder agreed to provide financial assistance to the Claimholder to facilitate the prosecution and recovery of the claim by the Claimholder against the United Mexican States under Chapter Eleven of the North American Free Trade Agreement ("NAFTA") for violations of the Claimholder's rights under NAFTA related to the development of an undersea phosphate deposit off the coast of Baja Sur, Mexico (the "Project"), on our own behalf and on behalf of ExO and United Mexican States (the "Subject Claim"). Pursuant to the Agreement, the Funder agreed to specified fees and expenses regarding the Subject Claim (the "Claims Payments") incrementally and at the Funder's sole discretion. Under the terms of the Agreement, the Funder agreed to make Claims Payments in an aggregate amount not to exceed $ 6.5 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 $ 1.5 million for the payment of antecedent and ongoing costs ("Phase I Investment Amount"); and (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"). Upon exhaustion of the Tranche A Committed Amount, the Claimholder will have the option to request Tranche B of the Phase II Investment Amount, consisting of funding of up to $ 1.5 million ("Tranche B Committed Amount"). The Claimholder must exercise its option to receive the Tranche A Committed Amount in writing, no less than thirty days before submitting a Funding Request to the Funder under Tranche A. The Claimholder must exercise its option to receive the Tranche B Committed Amount in writing within forty-five days after the exhaustion of the Tranche A Committed Amount. Pursuant to the Agreement, the Claimholder agreed that, upon exercising the Claimholder's option to receive funds under Phase I, Tranche A of Phase II, or Tranche B of Phase II, the Funder will be the sole source of third-party funding for the specified fees and expenses of the Subject Claim under each respective phase and tranche covered by the option exercised, and the Claimholder will obtain funding for such fees and expenses, only as set forth in the Agreement. The Funder was due closing fee of $ 80,000 for the 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 70 Table of Contents the same terms and conditions provided in the Agreement. The Funder must exercise its option to continue funding in writing, within thirty days after the Funder has made Claims Payments in an aggregate amount equal to the Maximum Investment Amount. If the Funder exercises its option to continue funding, the parties agreed to attempt in good faith to amend the Agreement to provide the Funder with the right to provide at the Funder's discretion funding in excess of the Maximum Investment Amount, in an amount up to the greatest amount that may then be reasonably expected to be committed for investment in Subject Claim. If the Funder declines to exercise its option, the Claimholder may negotiate and enter into agreements with one or more third parties to provide funding, which shall be subordinate to the Funder's rights under the Agreement. The Agreement provides that the Claimholder may at any time without the consent of the Funder either settle or refuse to settle the Subject Claim for any amount; provided, however, that if the Claimholder settles the Subject Claim without the Funder's consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the value of the Recovery Percentage (as defined below) will be deemed to be the greater of (a) the Recovery Percentage (under Phase I or Phase II, as applicable), or (b) the total amount of all Claims Payments made in connection with such Subject Claim multiplied by three (3). If the Claimholder ceases the Subject Claim for any reason other than (a) a full and final Arbitral Award against the Claimholder or (b) a full and final monetary settlement of the claims, including in particular, for a grant of an environmental permit to the Claimholder allowing it to proceed with the Project (with or without a monetary component), all Claims Payments under Phase I and, if Claimholder has exercised the corresponding option, the Tranche A Committed Amount and Tranche B Committed Amount, shall immediately convert to a senior secured liability of the Claimholder. This sum shall incur an annualized internal rate of return ("IRR") of 50.0% retroactive to the date each Funding Request was paid by the Funder (under Phase I), or, to the conversion date for the Tranche A Committed Amount and Tranche B Committed Amount of Phase II if the Claimholder has exercised the respective option (collectively, the "Conversion Amount"). Such Conversion Amount and any and all accrued IRR shall be payable in-full by the Claimholder within 24 months of the date of such conversion, after which time any outstanding Conversion Amounts, shall accrue an ("IRR") of 100.0%, retroactive to the conversion date (the "Penalty Interest Amount"). The Claimholder will execute such documents and take other actions as necessary to grant the Funder a senior security interest on and over all sums due and owing by the Claimholder in order to secure its obligation to pay the Conversion Amount to the Funder. If the Claimholder ceases the Subject Claim due to the grant of an environmental permit (with or without a monetary component), all Claims Payments under Phase 1 and, if the Claimholder has exercised the corresponding option, the Tranche A Committed Amount and Tranche B Committed Amount shall immediately convert to a senior secured liability of the Claimholder and shall incur an annualized an IRR of 50.0% on the Conversion Amount, from the conversion date. Management has estimated it is more likely than not the Subject Claim will result in the issuance of the environmental permit requiring us to record interest under US GAAP. Reliance should not be placed on this estimate in determining the likely outcome of the Subject Claim. If, at any time after exercising its option to receive funds under either Tranche A or Tranche B of Phase II, the Claimholder wishes to fund the Subject Claim with its own capital ("Self-Funding") (which excludes any Claims Payments made, either directly or indirectly, by any other third party), the Claimholder shall immediately pay to the Funder the Conversion Amount, provided that this requirement shall not apply if, after the Funder has made Claims Payments in an aggregate amount equal to the Maximum Investment Amount, the Funder does not exercise its option to provide Follow-On Funding. In the event of any receipt of proceeds resulting from the Subject Claim ("Proceeds"), the Funder shall be entitled to any additional sums above the Conversion Amount to which the Funder is entitled as described below. Should the Claimholder cease the Subject Claim as described above after Self-Funding the Claim, accrued IRR and Penalty Interest shall be calculated and paid to the Funder as set forth above. The Funder's rights to the Recovery Percentage as defined below shall survive any decision by Claimholder to utilize Self-Funding. The parties acknowledge this Agreement constitutes a sale of the right to a portion of the Proceeds (if any) arising from the Subject Claim as set forth in this Agreement. The Claimholder has relinquished its right to the portion of the proceeds, if any, that the Funder would have the right to as described below. This sale of proceeds is being accounted for under the guidance of ASC 815 Derivatives and Hedging ) On each Distribution Date, distributions of the Proceeds shall be made to the Claimholder and the Funder in accordance with subparagraph (a) or (b) below (the "Recovery Percentage"), as applicable: (a) If the Claimholder receives only the Phase I Investment Amount from the Funder, the first Proceeds shall be distributed as follows: (i) first, 100.0% to the Funder, until the cumulative amount distributed to the Funder equals the total Claims Payments paid by the Funder under Phase I; (ii) second, 100.0% to the Funder until the cumulative amount distributed to the Funder equals an IRR of 20% of Claims Payments paid by the Funder under Phase I ("Phase I Compensation"), per annum; and (iii) thereafter, 100.0% to the Claimholder. 71 Table of Contents (b) If the Claimholder exercises its options to receive Tranche A or both Tranche A and Tranche B of the Phase II Investment Amount, the first Proceeds shall be distributed as follows: (i) first, 100.0% to the Funder until the cumulative amount distributed to the Funder equals the total Claims Payments paid by the Funder under Phases I and II; (ii) second, 100.0% to the Funder until the cumulative amount distributed to the Funder equals an additional 300.0% of Phase I Investment Amount; plus an additional 300% of the Tranche A Committed Amount (i.e. 300.0% of $3.5 million), less any amounts remaining of the Tranche A Committed Amount that​​​​​​​ the Funder did not pay as Claims Payments; plus an additional 300.0% of the Tranche B Committed Amount (i.e. 300.0% of $1.5 million), if the Claimholder exercises the Tranche B funding option, less any amounts remaining of the Tranche B Committed Amount that the Funder did not pay as Claims Payments; (iii) third, for each $10,000 in specified fees and expenses paid by the Funder under Phase I and Phase II and any amounts over each $10,000 of the Tranche A Committed Amount and the Tranche B Committed Amount (if the Claimholder exercises the Tranche B funding option), 0.01% of the total Proceeds from any recoveries after repayment of (i) and (ii) above, to the Funder; and (iv) thereafter, 100% to the Claimholder. The Agreement provides that if no Proceeds are ever paid to or received by the Claimholder or its representatives and if the environmental permit is not issued, the Funder shall have no right of recourse or right of action against the Claimholder or its representatives, or any of their respective property, assets, or undertakings, except as otherwise specifically contemplated by the Agreement. If (a) Proceeds are paid to or received by the Claimholder or its representatives; (b) such Proceeds are promptly applied and/or distributed by the Claimholder or on behalf of the Claimholder in accordance with the terms of the Agreement; and (c) the amount received by the Funder as a result thereof is not sufficient to pay all of the Recovery Percentage and all of the amounts due to the Funder under the Agreement, then (provided that all of the Proceeds which the Funder will ever be entitled to have been paid to or received by the Funder), the Funder shall have no right of recourse or action against the Claimholder or its Representatives, or any of their property, assets, or undertakings, except as otherwise specifically contemplated by the Agreement. Pursuant to the Agreement, the Claimholder acknowledged the Funder's priority right, title, and interest in any Proceeds, including against any available collateral to secure its obligations under the Agreement, which security interest shall be first in priority as against all other security interests in the Proceeds. The Claimholder also acknowledged and agreed to execute and authorize the filing of a financing statement or similar and to take such other actions in such jurisdictions as the Funder, in its sole discretion, deems necessary and appropriate to perfect such security interest. The Agreement also includes representations and warranties, covenants, conditions, termination and indemnification provisions, and other provisions customary for comparable arrangements. Amendment and Restatement (January 31, 2020) • On January 31, 2020, the Claimholder and the Funder entered into an Amended and Restated International Claims Enforcement Agreement (the "Restated Agreement"). The material terms and provisions that were amended or otherwise modified are as follows: • The Funder agreed to provide up to $ 2.2 million in Arbitration Support Funds for the purpose of paying the Claimholder's litigation support costs in connection with Subject Claim; • A closing fee of $ 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); and • All other terms in the Restated Agreement are substantially the same as in the original Agreement. During 2020, the Funder provided us with $ 2.0 million of the Arbitration Support Funds, and we incurred $ 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 $ 1.1 million related to the derivative. 72 Table of Contents Although the warrants only become exercisable upon the occurrence of future events, they are considered issued for accounting purposes and were valued using a binomial lattice model. The expected volatility assumption was based on the historical volatility of our common stock. The expected life assumption was primarily based on management's expectations of when the Warrants will become exercisable and the risk-free interest rate for the expected term of the warrant is based on the U.S. Treasury yield curve in effect at the time of measurement. Second Amendment and Restatement (December 12, 2020) On December 12, 2020, the Claimholder and the Funder entered into a Second Amended and Restated International Claims Enforcement Agreement (the "Second Restated Agreement") relating to the Subject Claim. Under the terms of the Second Restated Agreement, the Funder has made and agreed to make Claims Payments in an aggregate amount not to exceed $ 20.0 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. Third Amendment and Restatement (June 14, 2021) On June 14, 2021, the Claimholder and the Funder entered into a Third Amended and Restated International Claims Enforcement Agreement (the "Third Restated Agreement") relating to the Subject Claim. Under the terms of the Third Restated Agreement, the Funder agreed to make Claims Payments in an aggregate amount not to exceed $ 25.0 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"). Within 15 days after exhaustion of the First $2.5 Million, the Claimholder may either (a) request the remaining $2.5 million (the "Second $2.5 Million") of the Incremental Amount or (b) notify the Funder that the Claimholder has decided to self-fund the Second $2.5 Million. We also incurred $ 80,000 in related fees which were treated as an additional advance. This Third Restated Agreement includes the same representations and warranties, covenants, conditions, termination and indemnification provisions, and other provisions as in the original agreement. 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 $ 5.0 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. 73 Table of Contents NOTE 10 – ACCRUED EXPENSES Accrued expenses consisted of the following: As of December 31, 2024 2023 Compensation and incentives $ 2,400 $ 5,239 Professional services 395,476 296,332 Deposits 450,000 450,000 Accrued Interest 1,022,272 912,915 Exploration license fees 6,764,428 6,828,872 Total accrued expenses $ 8,634,576 $ 8,493,358 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. Contingency 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. de C.V. (“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. 74 Table of Contents NOTE 12 – STOCKHOLDERS’ EQUITY/(DEFICIT) 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. Warrants The following table sets forth a summary of changes in warrants outstanding for the years ending December 31, 2024 and 2023: Weighted-Average # of Shares Exercise Price Balance at December 31, 2022 8,392,466 $ 4.10 Issued 5,327,046 $ 4.04 Exercised ( 90,552 ) $ 3.35 Cancellation/Expiration ( 831,816 ) $ 6.76 Balance at December 31, 2023 12,797,144 $ 3.90 Issued — $ — Exercised — $ — Cancellation/Expiration ( 2,069,757 ) $ 4.85 Balance at December 31, 2024 (1) 10,727,387 $ 2.30 (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 % 75 Table of Contents 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 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 and are exercisable at any time beginning on December 10, 2022 , and ending on the close of business on June 10, 2027 . 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. 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. 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 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 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. 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. 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. Stock-Based Compensation 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 76 Table of Contents 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. 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 $ 2.0 million. The original maximum number of shares that were to be used for Incentive Stock Options ("ISO") under the Plan was 450,000 . During our June 2016 stockholders' meeting, the stockholders approved the addition of 200,000 incremental shares to the Plan. As of December 31, 2024 , there were no shares available to be issued under the 2015 Plan. With respect to each grant of an ISO to a participant who is not a ten percent stockholder, the exercise price shall not be less than the fair market value of a share on the date the ISO is granted. With respect to each grant of an ISO to a participant who is a ten percent stockholder, the exercise price shall not be less than one hundred ten percent ( 110 %) of the fair market value of a share on the date the ISO is granted. If an award is a non-qualified stock option ("NQSO"), the exercise price for each share shall be no less than (1) the minimum price required by applicable state law, or (2) the fair market value of a share on the date the NQSO is granted, whichever price is greatest. Any award intended to meet the performance-based exception must be granted with an exercise price not less than the fair market value of a share determined as of the date of such grant. On March 26, 2019, 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 was initially capitalized with 800,000 shares that may be granted. 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 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, 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 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. The expected dividend yield is based on the annualized dividend rate over the vesting period. The risk-free interest rate is based on the rate for US Treasury bonds commensurate with the expected term of the granted option. The vesting periods for options issued to officers and employees vary. Options issued to directors vest immediately. Year Ended December 31, 2024 2023 Risk free interest rate 3.97 % - 4.32 % 3.76 % - 4.52 % Expected life 5 years 5 years 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 77 Table of Contents The Black-Scholes-Merton option pricing model was developed for estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Because option valuation models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. Our options do not have the characteristics of traded options; therefore, the option valuation models do not necessarily provide a reliable measure of the fair value of our options. 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 (Years) Outstanding at December 31, 2023 937,624 $ 4.90 Granted 1,355,450 $ 2.26 Exercised — $ — Cancelled ( 141,000 ) $ 12.49 Outstanding at December 31, 2024 2,152,074 $ 2.74 3.99 Options exercisable at December 31, 2024 1,996,094 $ 2.68 4.03 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, 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: Range of Exercise Prices Number of Shares Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) $ 0.01 - $ 1.99 763,250 $ 0.41 4.87 $ 2.00 - $ 3.63 743,707 $ 3.55 3.04 $ 3.64 - $ 4.65 645,117 $ 4.57 4.04 2,152,074 $ 2.74 3.99 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: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2023 10,087 $ 3.41 Granted 39,097 $ 1.98 Vested ( 49,184 ) $ 2.28 Cancelled — $ — Unvested at December 31, 2024 — $ — 78 Table of Contents 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 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, 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. 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: For the Year Ended December 31, 2024 2023 Deferred tax assets: Net operating loss and tax credit carryforwards $ 53,001,832 $ 67,688,664 Excess of book over tax depreciation — 39,070 Stock option and restricted stock award expense 2,294,946 1,799,988 Debt Extinguishment 61,946 61,946 Less: valuation allowance ( 55,169,825 ) ( 69,345,930 ) $ 188,899 $ 243,738 Deferred tax liability: Property and equipment basis $ 40,394 $ 84,020 Prepaid expenses 148,505 159,718 $ 188,899 $ 243,738 Net deferred tax asset $ — $ — 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: December 31, 2024 $ 55,169,825 December 31, 2023 69,345,930 Change in valuation allowance $ ( 14,176,105 ) 79 Table of Contents The federal and state income tax provision (benefit) is summarized as follows for the years ended: For the Year Ended December 31, 2024 2023 Income tax at the statutory rate $ 3,093,385 $ 1,122,622 Effects of: State income taxes net of federal benefits 640,036 294,020 Nondeductible expense 589,781 698,160 Subpart F income 1,305,118 6,418,307 Derivatives fair value ( 3,357,883 ) 2,200,259 Change in valuation allowance 2,369,354 ( 1,721,451 ) OML termination 1,076,377 — Foreign rate differential ( 5,716,168 ) ( 9,011,917 ) $ — $ — The Company’s effective income tax rate is lower than what would be expected if the federal statutory rate were applied to income before income taxes primarily because of certain expenses deductible for financial reporting purposes that are not deductible for tax purposes, research and development tax credits, operating loss carryforwards, and adjustments to previously-recorded deferred tax assets and liabilities due to the enactment of the Tax Cuts and Jobs Act. We have not recognized a material adjustment in the liability for unrecognized tax benefits and have not recorded any provisions for accrued interest and penalties related to uncertain tax positions. The earliest tax year still subject to examination by a major taxing jurisdiction is 2020 . NOTE 14 – RELATED PARTY TRANSACTIONS CIC Limited 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. 80 Table of Contents 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. Pignatelli 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. 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. 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. 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 the Company is also a party. 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. 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. 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. 81 Table of Contents • 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. • FourWorld: 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. • Two Seas: 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: 82 Table of Contents • 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. • FourWorld: 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. • Two Seas: 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. • Greywolf: 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. 83 Table of Contents 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. 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 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. 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: Year Ending December 31, Annual payment obligation 2025 $ 540,000 2026 540,000 2027 4,710,000 Thereafter — $ 5,790,000 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 84 Table of Contents 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, 2024 2023 Total revenue $ 768,677 $ 803,799 Less significant expenses: Professional fees 2,871,333 2,271,794 Operations and research (excluding compensation) 3,949,669 3,506,860 Compensation: Salaries and Wages 3,120,544 3,679,063 Share-based compensation 2,011,605 585,654 Total Compensation 5,132,149 4,264,717 Total Significant Expenses 11,953,151 10,043,371 Other segment items (gain)/loss (1) ( 17,431,603 ) ( 5,354,970 ) Total Significant Expenses and Other Segment Items $ ( 5,478,452 ) $ 4,688,401 Net Income/(Loss) $ 6,247,129 $ ( 3,884,602 ) (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. 85 Table of Contents EXHIBITS INDEX Exhibit Number Description 3.1+ Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-KSB for the year ended February 28, 2001) 3.2+ Certificate of Amendment filed with the Nevada Secretary of State on June 6, 2011 (incorporated by reference to Exhibit 3.1 to the Company's Report on Form 8-K filed June 7, 2011) 3.3+ Certificate of Amendment filed with the Nevada Secretary of State on February 18, 2016 (incorporated by reference to Exhibit 3.1 to the Company's Report on Form 8-K filed February 19, 2016) 3.4+ Certificate of Change filed with the Nevada Secretary of State on February 18, 2016 (incorporated by reference to Exhibit 3.2 to the Company's Report on Form 8-K filed February 19, 2016) 3.5+ Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company's Report on Form 8-K dated February 28, 2006) 3.6+ Amendment to Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company's Report on Form 8-K filed August 15, 2017) 4.1 Reference is hereby made to Exhibits 3.1 through 3.6. 4.2+ 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). 4.3+ 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). 4.4+ 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). 4.5+ 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). 4.6+ 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). 4.7+ 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). 4.8+ 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). 4.9+ 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). 10.1+† 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to the Company's Report on Form 8-K dated August 3, 2005) 10.2+† Employment Agreement dated August 7, 2014, between the Company and Mark D. Gordon (incorporated by reference to Exhibit 10.36 to the Company's Annual Report on Form 10-K for the year ended December 31, 2014) 10.3+† 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K dated January 2, 2015) 10.4+† 2019 Stock Incentive Plan (incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A dated April 24, 2019). 10.5+ Note and Loan Agreement dated April 16, 2020, between Odyssey Marine Exploration, Inc. and Fifth Third Bancorp (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed April 22, 2020). 10.6+ Loan Authorization, Note and Security Agreement dated May 16, 2020 and executed on June 26, 2020 between Odyssey Marine Exploration, Inc. and the U.S. Small Business Administration (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed June 30, 2020). 86 Table of Contents 10.7+ Third Amended and Restated International Claims Enforcement Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed June 17, 2021). 10.8+ Form of Subscription Agreement between the Company and each investor named therein (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed June 10, 2022). 10.9+ Note and Warrant Purchase Agreement dated March 6, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed March 10, 2023). 10.10+ 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). 10.11+ 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). 10.12+ 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). 10.13+ 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). 10.14+ 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). 10.15+ 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). 10.16+ 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). 10.17+ 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). 10.18+ 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). 10.19+ 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). 10.20+ 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). 10.21+ 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). 10.22+ 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). 10.23+ 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). 10.24+ 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). 10.25+ 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). 10.26+ 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). 10.27+ 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). 87 Table of Contents 10.28+ 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). 10.29+ 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). 10.30+ 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). 10.31+ 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). 19.1* Insider Trading Policy 21.1* Subsidiaries of the Registrant 23.1* Consent of Grant Thornton LLP, Independent Accountants 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1# Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 97.1* Executive Officer Clawback Policy 101.1* Inline XBRL taxonomy Extension Schema with embedded Linkbase documents 104* 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. ITEM 16. FORM 10-K SUMMARY None. 88 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ODYSSEY MARINE EXPLORATION, INC. Dated: March 31, 2025 By: / S / Mark D. Gordon Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: SIGNATURE TITLE DATE / S / Mark D. Gordon Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) and Chairman of the Board March 31, 2025 Mark D. Gordon / S / John D. Longley President and Chief Operating Officer March 31, 2025 John D. Longley / S / Jon D. Sawyer Director March 31, 2025 Jon D. Sawyer / S / Todd E. Siegel Director March 31, 2025 Todd E. Siegel / S / Mark B. Justh Lead Director March 31, 2025 Mark B. Justh Director March 31, 2025 Larissa Pommeraud 89