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Item 9A. Controls and Procedures

2022-03-31 compared with 2021-03-31 · 950 added, 1484 removed, 690 unchanged (78% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information we are required to disclose in

reports that we file with or furnish to the SEC is recorded, processed, summarized and reported within the time periods specified by the SEC.

An evaluation was carried out under the supervision

and with the participation of the Companys management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures as of the end of the

period covered by this report.

Based on that evaluation, the CEO and CFO have concluded that the Companys disclosure controls and procedures are effective to ensure that we are able to collect process and disclose the information we are

required to disclose in the reports we file with the SEC within required time periods.

We maintain disclosure controls and procedures designed to ensure that information we are required to disclose in reports that we file with or furnish to the SEC is recorded, processed, summarized and reported within the time periods specified by the SEC.

An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.

Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures are effective to ensure that we are able to collect process and disclose the information we are required to disclose in the reports we file with the SEC within required time periods.

Internal Controls over Financial Reporting

Management’s report on our internal controls over financial reporting can be found in the financial statement section of this report.

There have been no significant changes in the Companys internal controls over financial reporting as of December 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Companys internal control

over financial reporting.

There have been no significant changes in the Company’s internal controls over financial reporting as of December 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information concerning Directors and Executive Officers is hereby incorporated by reference to the information under the headings

Election of Directors and Executive Officers and Directors of the Company in the Companys Proxy Statement (the Proxy Statement) for the Annual Meeting of Stockholders to be held on June 14, 2021.

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.

Information concerning Directors and Executive Officers is hereby incorporated by reference to the information under the headings “Election of Directors” and “Executive Officers and Directors of the Company” in the Company’s Proxy Statement (the “Proxy Statement”) for the Annual Meeting of Stockholders to be held on June 13, 2022.

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.

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

EXECUTIVE COMPENSATION

The information required by this Item is hereby incorporated by reference to the information under the heading Executive Compensation and

Related Information in the Proxy Statement.

The information required by this Item is hereby incorporated by reference to the information under the heading “Executive Compensation and Related Information” in the Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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is hereby incorporated by reference to the information under the heading “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

The information required pursuant to Item 201(d) of Regulation S-K is hereby incorporated by reference to the information under the heading Security Ownership of Certain Beneficial Owners and Management in the Proxy Statement.

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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is hereby incorporated by reference to the information under the heading Certain Relationships and

Related Transactions in the Proxy Statement.

The information required by this Item is hereby incorporated by reference to the information under the heading “Certain Relationships and Related Transactions” in the Proxy Statement.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item is hereby incorporated by reference to the information under the heading Independent Public

Accounting Firms Fees in the Proxy Statement.

The information required by this Item is hereby incorporated by reference to the information under the heading “Independent Public Accounting Firm’s Fees” in the Proxy Statement.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Consolidated Financial Statements

Index to Consolidated Financial Statements on page 29.

See “Index to Consolidated Financial Statements” on page 37.

Consolidated Financial Statement Schedules

Index to Consolidated Financial Statements on page 29.

See “Index to Consolidated Financial Statements” on page 37.

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.

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Consolidated Statements of Income

Consolidated Statements of Changes in Stockholders

Equity/(Deficit)

Consolidated Statements of Changes in Stockholders’ Equity/(Deficit)

Consolidated Statements of Cash Flows

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Schedule II – Valuation and Qualifying Accounts

MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as

defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

This process includes those policies and procedures that (i) pertain to

the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (iii) provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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

and 15d-15(f)

under the Exchange Act.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

This process includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections

of any evaluation of the internal control over financial reporting to future periods are subject to risk that the internal control may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures

may deteriorate.

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.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Odyssey Marine

Exploration, Inc and Subsidiaries

Stockholders of Odyssey Marine Exploration, Inc and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Odyssey Marine Exploration, Inc and Subsidiaries (the Company) as of December 31, 2020 and

2019, and the related consolidated statements of income, changes stockholders equity, and cash flows for each of the years in the two-year periods ended December 31, 2020, and 2019 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, 2020 and 2019,

and the results of its operations and its cash flows for each of the years in the two-year periods ended December 31, 2020, and 2019, in conformity with accounting principles generally accepted in the

United States of America.

We have audited the accompanying consolidated balance sheets of Odyssey Marine Exploration, Inc and Subsidiaries (the Company) as of December 31, 2021, and 2020, and the related consolidated statements of income, changes stockholders’ equity, and cash flows for each of the years in the three-year periods ended December 31, 2021, 2020 and 2019 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, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year periods ended December 31, 2021, 2020 and 2019, in conformity with accounting principles generally accepted in the United States of America.

Consideration of the Company’s Ability to Continue as a Going Concern

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

As discussed in Note O to the

consolidated financial statements, the Company has incurred significant losses and they may be unsuccessful in raising the necessary capital to fund operations and capital expenditures.

These conditions raise substantial doubt about the

Companys ability to continue as a going concern.

Managements plans regarding those matters are also described in Note O.

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

As discussed in Note O to the consolidated financial statements, the Company has incurred significant losses and they may be unsuccessful in raising the necessary capital to fund operations and capital expenditures.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s evaluation of the events and conditions and management’s plans regarding those matters are also described in Note O.

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

Our opinion is not modified with respect to that matter.

Basis for Opinion

These consolidated

financial statements are the responsibility of the Companys management.

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 are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and

perform the audits to obtain reasonable assurance about whether the consolidated 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

Companys internal control over financial reporting.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated 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 consolidated 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 consolidated 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 consolidated financial

Our audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated

or required to be communicated to the audit committee and that:

The critical audit matters 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 matters 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 matters below, providing separate opinions on the

critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of Exploration License

As discussed in Notes A, and F to the consolidated financial statements, the Company recorded an indefinite life intangible exploration license for

approximately $1.8 million on the consolidated balance sheets at December 31, 2020 and 2019.

As discussed in Notes A, and F to the consolidated financial statements, the Company recorded an indefinite life intangible exploration license for approximately $1.8 million on the consolidated balance sheets at December 31, 2021 and 2020.

The Company has determined that the exploration license has an indefinite useful life.

This determination is reviewed annually by management, as

well as an annual review for impairment.

license have an indefinite life, and judgment in determining if any triggering events have occurred that would cause the exploration license to be impaired.

This determination is reviewed annually by

management, as well as an annual review for impairment.

We identified the assessment of the useful life and potential impairment of the exploration license as a critical audit matter due to the assessment involving judgment in determining whether the rights to the license have an indefinite life, and judgment in determining if any triggering events have occurred that would cause the exploration license to be impaired.

The primary procedures we performed to address this critical audit matter included:

Gaining an understanding of the nature of the renewal process, and any additional economic factors in renewing

Gaining an understanding of the nature of the renewal process, and any additional economic factors in renewing the license.

The economic factors considered included whether there were any legal, regulatory, or contractual provisions that would limit the useful life of the license.

We made inquiries with certain management of the Company to gain this understanding, and reviewed the

Companys ability to renew the license.

We determined that the most recent license renewal had been filed.

Performed procedures to determine if any events occurred that could impede the Companys ability to renew

the license, and trigger an impairment consideration.

Evaluation of convertible debt with an embedded derivative liability

As discussed in Notes A and H to the consolidated financial statements, the Company recorded in the consolidated statements of income a loss from Change

in Derivative Liabilities Fair Value of approximately $733,000 and $323,000 for the years ended December 31, 2020 and 2019.

During the year ended December 31, 2020, convertible debt associated with the derivative liability converted

into common stock, and the Company recorded approximately $2.2 million in the consolidated statements of changes in stockholders equity (deficit) under the caption common stock issued for conversion and settlement of convertible

debt and accounts payable upon the extinguishment of the derivative liability.

The Company utilized a Monte Carlo model to value the derivative liability, which estimates the fair value of the liability based upon certain assumptions utilizing

a probability weighted analysis, and considers the present value of cash flows using a credit risk adjusted rate or discount factor.

Other inputs into the model include, volatility, closing stock prices at various valuation points, and conversion

prices as determined by the applicable agreements.

We identified the fair value of the derivative liability as a critical audit matter, as the assumptions utilized in the model to value the derivative liability required judgement, and the model is

inherently complex.

Additionally, the accounting for derivative liabilities is complex.

The primary procedures we performed to address this critical

audit matter included the following:

We reviewed the qualifications of the valuation specialist utilized by the Company.

We audited the underlying inputs utilized by the valuation specialist in the model.

We evaluated the reasonableness of managements assumptions included in the model.

We reviewed the underlying source documents to determine the proper accounting of the transactions.

We confirmed the conversion of the convertible debt, as well as the number of underlying common shares received

upon conversion.

Evaluation of convertible promissory notes with detachable warrants

As discussed in Note H to the consolidated financial statements, the Company had certain convertible promissory notes that were issued with detachable

The carrying value of the notes is included in loans payable on the consolidated balance sheet at December 31, 2020 and 2019.

During the 2019 and 2020, the Company modified these convertible promissory notes, which

included an extension of the maturity date and a reduction of the conversion price, in addition, the Company issued common stock warrants as an inducement to extend the maturity date of the notes.

As a result of these modifications, for the year

ended December 31, 2020 and 2019, the Company recorded in the consolidated statements of income a loss on debt extinguishment of approximately $777,000 and $290,000 and recorded in the consolidated statements of changes in

stockholders equity (deficit) under the caption debt modification the fair value of the warrants issued.

The Company performed a present value cash flow analysis prior to the modification, and immediately after the modification to

determine if the amendments resulted in a substantial modification.

The Company utilized a Black-Scholes model utilizing various assumptions at the modification date to value the common stock warrants.

We identified the modification of the

convertible promissory notes as a critical audit matter.

The accounting for the extinguishment is complex, and requires review of present value analysis to determine the necessity to apply extinguishment accounting.

Significant audit effort was

required to understand the nature of the multiple amendments to the promissory note agreements, as well as amendments to the warrants associated with the notes.

The primary procedures we performed to address this critical audit matter included the following:

We reviewed all the amended note and warrant agreements.

We Confirmed the face amount and terms of the promissory notes, conversion prices and the number of warrants

We tested and recalculated the present value analysis to determine the necessity of extinguishment accounting.

We reviewed the qualifications of the valuation specialist utilized by the Company.

We audited the underlying inputs utilized by the specialist in the model.

We evaluated the reasonableness of

managements assumptions included in the model.

We made inquiries with certain management of the Company to gain this understanding and reviewed the Company’s ability to renew the license.

We determined that the most recent license renewal had been filed and approved.

Performed procedures to determine if any events occurred that could impede the Company’s ability to renew the license and trigger an impairment consideration.

Evaluation of litigation financing with detachable warrants

As discussed in Note H to the consolidated financial statements, the Company has certain litigation financing with detachable warrants that is included in

loans payable on the consolidated balance sheets at December 31, 2020 and 2019, respectively.

Included in the consolidated statements of changes in stockholders equity (deficit) under the caption fair value of warrants

attached with convertible debt is the fair value of the warrants.

The Company utilized a Black-Scholes model utilizing various assumptions in the model to value the warrants.

As discussed in Note H to the consolidated financial statements, the Company has certain litigation financing with detachable warrants that is included in “loans payable” on the consolidated balance sheets at December 31, 2021 and 2020, respectively.

We identified the litigation financing as a critical audit matter.

The terms of the financing agreement were complicated and involved numerous amendments, significant non-cash financing, issuance of warrants, and debt issuance costs.

The terms of the financing agreement

required significant audit effort in order to fully understand the terms of all the agreements as disclosed in note H.

The primary procedures we

performed to address this critical audit matter included the following:

The terms of the financing agreement were complicated and involved numerous amendments, significant non-cash

financing, issuance of warrants, and debt issuance costs.

The terms of the financing agreement required significant audit effort in order to fully understand the terms of all the agreements as disclosed in Note H.

The primary procedures we performed to address this critical audit matter included the following:

We reviewed all the amended agreements.

We confirmed the face amount and the terms of the debt based on the various phases as disclosed in note H.

We recalculated the fair value of the warrants.

We confirmed the face amount and the terms of the debt based on the various phases as disclosed in Note H to the consolidated financial statements.

We recalculated the fair value of the warrants issued in 2020.

Termination and Settlement Agreement

As discussed in Note H to the consolidated financial statements, the Company entered into a Termination and Settlement Agreement (the “Agreement”) with a lender, whereby the Company issued common stock and paid cash to the lender, and the lender agreed to forgive all outstanding notes payable and related accrued interest for this consideration.

The Company paid $500,000 in cash and agreed to pay an additional $2.5 million.

The agreement gave the lender the option to receive additional shares of common stock in-lieu

of the $2.5 million cash payment.

The Company recorded in the consolidated statements of income, under the caption “Gain (loss) on debt settlement, net”, a gain of approximately $5.2 million.

We identified the accounting of the conversion option and the gain on debt settlement as described in Note H to the consolidated financial statements, as a critical audit matter.

The interpretation of the accounting as it relates to the conversion option is complex.

The primary procedures we performed to address this critical audit matter included the following:

We obtained and reviewed the terms of the Agreement and agreed the terms to the calculation of the gain on the debt settlement.

We confirmed the principal amount of the debt forgiven, and recalculated the accrued interest forgiven.

We reviewed the accounting of the conversion option based on the terms in the agreement and determined the conversion option should be classified as equity as a beneficial conversion feature.

We have served as the Company’s auditor since 2020

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March 31, 2022

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

ODYSSEY MARINE EXPLORATION, INC.

AND SUBSIDIARIES

Opinion on the Financial Statements

We have audited

Odyssey Marine Exploration, Inc.

and subsidiaries (the Company) consolidated statement of income, changes in stockholders equity, and cash flows for the year ended December 31, 2018, and the related notes (collectively referred to as the

consolidated financial statements).

In our opinion, the financial statements present fairly, in all material respects the results of its operations and its cash flows for the year ended December 31, 2018 in conformity with accounting principles

generally accepted in the United States of America.

Consideration of the Companys Ability to Continue as a Going Concern

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

As discussed in Note O to the

consolidated financial statements, the Company has incurred significant losses and they may be unsuccessful in raising the necessary capital to fund operations and capital expenditures.

These conditions raise substantial doubt about the

Companys ability to continue as a going concern.

Managements plans regarding those matters are also described in Note O.

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

Basis for Opinion

These consolidated

financial statements are the responsibility of the Companys management.

Our responsibility is to express an opinion on the Companys consolidated financial statements based on our audit.

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 audit 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 consolidated 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 audit, 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 Companys

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of

material misstatement of the consolidated 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 consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

believe that our audit provides a reasonable basis for our opinion.

FERLITA, WALSH, GONZALEZ & RODRIGUEZ, P.A.

Certified Public Accountants

We have served as the

Companys auditor from 1998 to 2020.

Tampa, Florida

March 11, 2019

ODYSSEY MARINE EXPLORATION, INC.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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Total property and equipment

NON-CURRENT ASSETS

Investment in unconsolidated entity

Exploration license

Other non-current assets

Total non-current assets

Other non-current

Total non-current

LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)

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24,984,166 shares authorized;

none outstanding

no ne outstanding

Common stock – $ .0001 par value;

75,000,000 shares authorized;

12,591,084 and 9,478,009

issued and outstanding

Additional paid-in capital

14,309,315 and 12,591,084 issued and outstanding

Additional paid-in

Accumulated (deficit)

Total stockholders equity/(deficit) before

non-controlling interest

Non-controlling interest

( 275,090,857

( 265,134,463

Total stockholders’ equity/(deficit) before non-controlling

Non-controlling

Total stockholders’ equity/(deficit)

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Gain (loss) on debt extinguishment

Gain on debt settlement, net

Change in derivative liabilities fair value

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Income tax benefit (provision)

NET (LOSS) BEFORE NON-CONTROLLING INTEREST

Non-controlling interest

NET (LOSS) BEFORE NON-CONTROLLING

Non-controlling

LOSS PER SHARE

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Common stock issued for cash

Common stock issued for conversion and settlement of convertible debt and accounts

Common stock issued for conversion and settlement of convertible debt and accounts payable

Common stock issued to settle outstanding indebtedness

Common stock issued for asset acquisition

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Common stock issued for cash

Common stock issued for conversion and settlement of convertible debt and accounts

Common stock issued for conversion and settlement of convertible debt and accounts payable

Common stock issued to settle outstanding indebtedness

Common stock issued for asset acquisition

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At end of year

Additional Paid-in Capital

Additional Paid-in

At beginning of year

Common stock issued for conversion and settlement of convertible debt and accounts

Common stock issued for conversion and settlement of convertible debt and accounts payable

Common stock issued to settle outstanding indebtedness

Beneficial conversion feature on convertible obligation

Share-based compensation

Fair value of warrants attached convertible debt

Beneficial conversion feature on convertible debt

Asset acquisition

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At beginning of year

( 265,134,462

( 250,322,306

( 239,882,345

At end of year

Non-controlling Interest

( 275,090,857

( 265,134,462

( 250,322,306

Non-controlling

At beginning of year

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CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) before non-controlling interest

Net (loss) before non-controlling

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

Note payable interest accretion

Accrued non-cash interest related to convertible

Accrued non-cash

interest related to convertible debt

Share-based compensation

Depreciation and amortization

Loss on debt extinguishment

(Gain) loss on debt extinguishment

(Gain) on sale of equipment

Beneficial conversion feature on convertible debt, interest expense

Director fees settled with equity instruments

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Right of use asset amortization

Financed lender fees amortization

fees amortization

Investment in unconsolidated entity

Gain on sale of equipment

(Gain) on debt settlement, net

Deferred revenue

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Proceeds from issuance of loans payable

Restricted cash held as collateral

Settlement receipts from contractual obligation

Payment of contractual obligation

Debt termination fee

Proceeds from sale of common stock

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Accounts payable settled with equity

NON-CASH INVESTING AND FINANCING TRANSACTIONS:

During the quarter ended March 31, 2018, we converted $1.0 million of amounts advanced related to

the contractual obligation settlement to a loan with Monaco Financial, LLC.

During April 2018, the parties agreed to treat $99,366 of back rent owed by us to Monaco as part of this loan, see NOTE H.

During the quarter ended September 30, 2019, we commenced with a new five-year operating lease for our headquarters which resulted in a right-of-use asset and corresponding operating lease liability of $793,036, see NOTE O.

During the quarter ended September 30, 2019, we acquired a 79.9% equity interest in Bismarck Mining Corporation (PNG) LTD

(Bismarck) in exchange for 249,584 shares ($1,407,653) of our common stock.

During the quarter ended December 31, 2019, we received

$224,916 in non-cash financing pertaining to our litigation financing as described in Note H:

Gain on debt forgiveness

INVESTING AND FINANCING TRANSACTIONS:

During the quarter ended September 30, 2019, we entered into a new five-year operating lease for our headquarters which resulted in a right-of-use asset and corresponding operating lease liability of

$ 793,036 , see NOTE O.

During the quarter ended September 30, 2019, we acquired a 79.9 % equity interest in Bismarck Mining Corporation (PNG) LTD (Bismarck) in exchange for 249,584 shares ($ 1,407,653 ) of our common stock.

During the quarter ended December 31, 2019, we received $ 224,916 in non-cash

financing pertaining to our litigation financing as described in Note H:

Note 9 – Litigation financing.

The funder settled a portion of the Companys litigation payables directly

with the vendor.

During the year ended December 31,2020, we received $6,079,702

in non-cash financing pertaining to our litigation financing as described in Note H:

The funder settled a portion of the Company’s litigation payables directly with the vendor.

During the year ended December 31,

2020, we received $ 6,079,702 in non-cash financing

pertaining to our litigation financing as described in Note H:

Note 9 – Litigation financing.

The funder settled a portion of the Companys litigation payables

directly with the vendor.

The funder settled a portion of the Company’s litigation payables directly with the vendor.

Related to this financing, we recorded a debt discount of $ 1,063,811 and a corresponding increase to additional paid in capital for the fair value of certain warrants that were issued to the funder.

We also incurred

$400,000 of funder financed debt fees with this financing.

During the year ended December 31, 2020, a lender converted $2,205,804 of

convertible debt into 329,498 shares of our common stock.

We also incurred $ 400,000 of funder financed debt fees with this financing.

During the year ended December 31, 2020, a lender converted $ 2,205,804 of convertible debt into 329,498 shares of our common stock.

The same lender converted $ 243,480 of accounts payable into 50,725 shares of common stock.

During the year ended December 31, 2021, we received $ 5,603,831 in non-cash

financing associated with our litigation financing as described in Note H

Note 9 – Litigation financing.

The funder paid this amount directly to vendors used in our NAFTA litigation support.

On March 30, 2021, Epsilon Acquisitions LLC converted $ 1,000,000 of its convertible note payable and

$ 448,697 of accrued interest at a conversion price of

per share into

411,562 shares of our common stock.

On July 12, 2021, certain creditors converted $ 1,050,000 of their convertible note payable and $ 275,582 of accrued interest at a conversion price of

$ 4.67 per share

into 283,850 shares of our common stock .

On October 14, 2021, we entered into a Termination and Settlement Agreement with a lender, whereby we issued $ 6,500,000 of our common stock, paid $ 500,000 in cash and agreed to pay $ 2,500,000 , which is included in loans payable short-term.

In return, the lender forgave $ 8,574,366 in principal debt, $ 5,905,993 in accrued interest and $ 232,543 in accounts payable, see NOTE H (Note 13) for further detail.

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

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NOTE A – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Odyssey Marine Exploration,

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, shipwreck cargo

recovery, and other marine survey and exploration charter services.

Our innovative techniques are currently applied to mineral exploration, shipwreck cargo recovery, and other marine survey and exploration charter services.

Our corporate headquarters are located in Tampa, Florida.

Summary of Significant

Accounting Policies

This summary of significant accounting policies of the Company is presented to assist in understanding our

financial statements.

Summary of Significant Accounting Policies

This summary of significant accounting policies of the Company is presented to assist in understanding our financial statements.

The financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity and have prepared them in accordance with our customary accounting practices.

Recent Accounting Pronouncements

standards not yet applied

In August 2020, the FASB issued Accounting Standards Update (ASU)

2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entitys Own Equity (Subtopic 815-40).

companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

For all other entities, the amendments are effective for fiscal years beginning after December 15,

2023, including interim periods within those fiscal years.

Accounting standards not yet adopted

In August 2020, the FASB issued Accounting Standards Update (ASU) No.

Debt-Debt with Conversion and Other Options (Subtopic 470-20)

and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40).

The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

The Board specified that an entity

should adopt the guidance as of the beginning of its annual fiscal year.

The amendments in the above Update affect entities that issue

convertible instruments and/or contracts in an entitys own equity.

For convertible instruments, the instruments primarily affected are those issued with beneficial conversion features or cash conversion features because the accounting models

for those specific features are removed.

The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year.

The amendments in the above Update affect entities that issue convertible instruments and/or contracts in an entity’s own equity.

For convertible instruments, the instruments primarily affected are those issued with beneficial conversion features or cash conversion features because the accounting models for those specific features are removed.

However, all entities that issue convertible instruments are affected by the amendments to the disclosure requirements in this Update.

For contracts in an entitys own equity, the contracts primarily

affected are freestanding instruments and embedded features that are accounted for as derivatives under the current guidance because of failure to meet the settlement conditions of the derivatives scope exception related to certain requirements of

the settlement assessment.

The Board simplified the settlement assessment by removing the requirements (1) to consider whether the contract would be settled in registered shares, (2) to consider whether collateral is required to be posted,

and (3) to assess shareholder rights.

For contracts in an entity’s own equity, the contracts primarily affected are freestanding instruments and embedded features that are accounted for as derivatives under the current guidance because of failure to meet the settlement conditions of the derivatives scope exception related to certain requirements of the settlement assessment.

Those amendments also affect the assessment of whether an embedded conversion feature in a convertible instrument qualifies for the derivatives scope exception.

Additionally, the amendments in this Update

affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments.

The Company has not elected early adoption of this ASU.

On October 31, 2018, the SEC adopted a final rule (New Final Rule) that will replace SEC Industry Guide 7 with

new disclosure requirements that are more closely aligned with current industry and global regulatory practices and standards, including NI 43-101.

Companies must comply with the New Final Rule for the

companys first fiscal year beginning on or after January 1, 2021.

While early voluntary compliance with the New Final Rule is permitted, we have not elected early adoption of this New Final Rule at this time.

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 Companys financial statements.

Additionally, the amendments in this Update affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments.

We have adopted this ASU as of January 1, 2022.

Accounting standards adopted

On October 31, 2018, the SEC adopted a final rule (“New Final Rule”) that will replace SEC Industry Guide 7 with new disclosure requirements that are more closely aligned with current industry and global regulatory practices and standards, including NI 43-101.

Companies must comply with the New Final Rule for the company’s first fiscal year beginning on or after January 1, 2021.

We adopted this New Final Rule on January 1, 2021.

Other recent accounting pronouncements issued by the FASB, the AICPA and the SEC did not or are not believed by management to have a material effect, if any, on the Company’s financial statements.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries, both domestic

and international.

Equity investments in which we exercise significant influence but do not control and of which we are not the primary beneficiary are accounted for using the equity method.

All significant inter-company and

intra-company transactions and balances have been eliminated.

The results of operations attributable to the non-controlling interest are presented within

equity and net income and are shown separately from the Companys equity and net income attributable to the Company.

Some of the existing inter-company balances, which are eliminated upon consolidation, include features allowing the liability

to be converted into equity of a subsidiary, which if exercised, could increase the direct or indirect interest of the Company in the non-wholly owned subsidiaries.

The consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries, both domestic and international.

Equity investments in which we exercise significant influence but do not control

and of which we are not the primary beneficiary are accounted for using the equity method.

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

The results of operations attributable to the non-controlling

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

Some of the existing inter-company balances, which are eliminated upon consolidation, include features allowing the liability to be converted into equity of a subsidiary, which if exercised, could increase the direct or indirect interest of the Company in the non-wholly

owned subsidiaries.

Use of Estimates

Management uses

Management use d

estimates and assumptions in preparing these consolidated financial statements in accordance with U.S.

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.

Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

Actual results could vary from the estimates that were used.

Reclassifications

Certain reclassifications have been made to the 2020 consolidated financial statements in order to conform to the classifications used in 2021.

The reclassifications had no impact to operations or working capital.

Revenue Recognition and Accounts Receivable

As of January 1, 2019, the Company adopted the Financial Accounting Standards Board (FASB) Accounting Standards Update No.

2014-09, Revenue from Contracts with Customers (Topic 606), as modified (ASU No.

2014-09), using the modified retrospective method.

This method requires that any

financial statement impact from adoption be recognized as a cumulative adjustment to retained earnings as of the date of adoption.

The adoption of this ASU did not change the timing of the Companys revenue recognition for any contracts and,

therefore, the adoption of this standard did not have a material impact on the Companys financial statements.

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 ASC Topic 606, the Company performs the following five steps:

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 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;

(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.

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 four customers with contracts.

There are two sources of revenue, marine services, and other

The contracts for both 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.

The Company currently generates revenues from service contracts with customers.

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

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

These services are billed generally on a monthly basis and recognized as revenue as the services are performed.

Revenue is recognized at a point in time as services are provided, as the customers simultaneously receive and consume the benefits provided by the Company each month.

The Company generally does not receive any upfront

consideration for these services, and there is no variable consideration for the services.

Costs associated with both services include all direct consulting labor, and minimal supplies, and is charged to operations as a component of Operations

and Research.

The Company generally does not receive any upfront consideration for these services, and there is no variable consideration for the services.

Costs associated with both services include all direct consulting labor, and minimal supplies, and is charged to operations as a component of Operations and Research.

Accounts receivable are based on amounts billed to customers.

Generally accepted accounting principles state an estimate is

to be made for an allowance for doubtful accounts.

Generally accepted accounting principles state an estimate is to be made for an allowance for doubtful accounts.

We have determined no allowance is currently necessary.

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Cash and Cash Equivalents

Cash and cash

equivalents and restricted cash include cash on hand and cash in banks.

Cash and cash equivalents include cash on hand and cash in banks.

We also consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents, of which we do not have any.

Exploration License

The Company follows

the guidance pursuant to ASU 350, Intangibles-Goodwill and Other in accounting for its Exploration License.

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

” in accounting for its Exploration License (see NOTE F).

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

This assessment is based on the historical

success of renewing the license since 2006, and the fact that management believes there are no legal, regulatory,

or contractual provisions that would limit the useful life of the asset.

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

of the exploration license.

In the future, the recoverability of the license will be tested whenever circumstances indicate that its carrying amount may not recoverable per the guidance of the Accounting Standards Codification (ASC) for

topic 360 for Property, Plant and Equipment .

This assessment is based on the historical success of renewing the license since 2006, and the fact that management believes there are no legal, regulatory, or contractual provisions that would limit the useful life of the asset.

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

In the future, the recoverability of the license will be tested whenever circumstances indicate that its carrying amount may not be recoverable per the guidance of the Accounting Standards Codification (“ASC”) for topic 360 for Property, Plant and Equipment .

Long-Lived Assets

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

not have any impairments in 2020, 2019 or 2018.

We did not have any impairments in 2021, 2020 or 2019.

Property and Equipment and Depreciation

Property and equipment is stated at historical cost.

Depreciation is calculated using the straight-line method at rates based on the

assets estimated useful lives which are normally between three and thirty years.

Depreciation is calculated using the straight-line method at rates based on the assets’ estimated useful lives which are normally between three and thirty years .

Leasehold improvements are amortized over their estimated useful lives or lease term, if shorter.

Items that may require major overhauls (such as engines or

generators) that enhance or extend the useful life of vessel related assets qualify to be capitalized and depreciated over the useful life or remaining life of that asset, whichever was shorter.

Certain major repair items required by industry

standards to ensure a vessels seaworthiness also qualified to be capitalized and depreciated over the period of time until the next scheduled planned major maintenance for that item.

All other repairs and maintenance were accounted for under

the direct-expensing method and are expensed when incurred.

Items that may require major overhauls (such as marine equipment) that enhance or extend the useful life of these assets qualify to be capitalized and depreciated over the useful life or remaining life of that asset, whichever was shorter.

All other repairs and maintenance were accounted for under the direct-expensing method and are expensed when incurred.

Earnings Per Share

Basic earnings per share (EPS) is computed by dividing income available to common stockholders by the weighted-average number of

common shares outstanding for the period.

In periods when the Company has income, the Company would calculate basic earnings per share using the two-class method, if required, pursuant to ASC 260 Earnings

The two-class method was required effective with the issuance of certain senior convertible notes in the past because these notes qualified as a participating security, giving the holder the

right to receive dividends should dividends be declared on common stock.

Under the two-class method, earnings for a period are allocated on a pro rata basis to the common stockholders and to the holders of

convertible notes based on the weighted average number of common shares outstanding and number of shares that could be issued upon conversion.

The Company does not use the two-class method in periods when it

generates a loss because the holder of the convertible notes does not participate in losses.

Basic earnings per share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period.

In periods when the Company has income, the Company would calculate basic earnings per share using the two-class

method, if required, pursuant to ASC 260 Earnings Per Share.

The two-class

method was required effective with the issuance of certain senior convertible notes in the past because these notes qualified as a participating security, giving the holder the right to receive dividends should dividends be declared on common stock.

Under the two-class

method, earnings for a period are allocated on a pro rata basis to the common stockholders and to the holders of convertible notes based on the weighted average number of common shares outstanding and number of shares that could be issued upon conversion.

The Company does not use the two-class

method in periods when it generates a loss because the holder of the convertible notes does not participate in losses.

Currently, we do not have any outstanding convertible notes that qualify as a participating security.

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 and warrants and the

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

For diluted earnings per share, the Company uses the more dilutive of the if-converted method or two-class method.

When a net loss occurs, potential common shares have an anti-dilutive effect on earnings per share and such shares are excluded from

the diluted EPS calculation.

At December 31, 2020, 2019 and 2018 the weighted average common shares outstanding were 10,538,114,

9,346,213 and 8,583,795, respectively.

For the periods ending December 31, 2020, 2019 and 2018 in which net losses occurred, all potential common shares were excluded from Diluted EPS because the effect of including such shares would be

anti-dilutive.

The potential common shares, in the table following, represent potential common shares calculated using the treasury stock

method from outstanding options and warrants that were excluded from the calculation of Diluted EPS:

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 and warrants and the if-converted

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

For diluted earnings per share, the Company uses the more dilutive of the if-converted

method or two-class

When a net loss occurs, potential common shares have an anti-dilutive effect on earnings per share and such shares are excluded from the diluted EPS calculation.

At December 31, 2021, 2020 and 2019 the weighted average common shares outstanding were 13,296,687 , 10,538,114 and 9,346,213 , respectively.

For the periods ending December 31, 2021, 2020 and 2019 in which net losses occurred, all potential common shares were excluded from Diluted EPS because the effect of including such shares would be anti-dilutive.

The potential common shares, in the table following, represent potential common shares calculated using the treasury stock method from outstanding options and warrants that were excluded from the calculation of Diluted EPS:

Average market price during the period

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In the money potential common shares from warrants excluded

Potential common shares from

out-of-the-money options and warrants were also excluded from the computation of diluted earnings per share because calculation

of the associated potential common shares has an anti-dilutive effect.

Potential common shares from out-of-the-money

options and warrants were also excluded from the computation of diluted earnings per share because calculation of the associated potential common shares has an anti-dilutive effect.

The following table lists options and warrants that were excluded from diluted EPS.

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Out of the money options excluded:

Out-of-the-money warrants excluded:

Out-of-the-money

warrants excluded:

Total excluded

The equivalent common shares relating to our unvested restricted stock awards that were excluded from

potential common shares used in the earning per share calculation due to having an anti-dilutive effect are:

The equivalent common shares relating to our unvested restricted stock awards that were excluded from potential common shares used in the earning per share calculation due to having an anti-dilutive effect are:

Excluded unvested restricted stock awards

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

income per share:

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

Numerator, basic and diluted net loss available to stockholders

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Net loss per share – basic and diluted

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.

Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

A valuation allowance is provided when it is more likely than not that some portion or the entire deferred tax asset will not be realized.

Stock-based Compensation

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Fair Value of Financial Instruments

Financial instruments consist of cash, evidence of ownership in an entity, and contracts that both (i) impose on one entity a contractual

obligation to deliver cash or another financial instrument to a second entity, or to exchange other financial instruments on potentially unfavorable terms with the second entity, and (ii) conveys to that second entity a contractual right

(a) to receive cash or another financial instrument from the first entity, or (b) to exchange other financial instruments on potentially favorable terms with the first entity.

Accordingly, our financial instruments consist of cash and cash

equivalents, accounts receivable, accounts payable, accrued liabilities, derivative financial instruments and mortgage and loans payable.

We carry cash and cash equivalents, accounts payable and accrued liabilities, and mortgage and loans payable at

the approximate fair market value, and, accordingly, these estimates are not necessarily indicative of the amounts that we could realize in a current market exchange.

We carry derivative financial instruments at fair value as is required under

current accounting standards.

Derivative financial instruments consist of financial instruments or other contracts that contain a

notional amount and one or more underlying variables (e.g., interest rate, security price or other variable), require no initial net investment and permit net settlement.

Derivative financial instruments may be free-standing or embedded in other

financial instruments.

Financial instruments consist of cash, evidence of ownership in an entity, and contracts that both (i) impose on one entity a contractual obligation to deliver cash or another financial instrument to a second entity, or to exchange other financial

instruments on potentially unfavorable terms with the second entity, and (ii) conveys to that second entity a contractual right (a) to receive cash or another financial instrument from the first entity, or (b) to exchange other financial instruments on potentially favorable terms with the first entity.

Accordingly, our financial instruments consist of cash and cash equivalents,

accounts receivable, accounts payable, accrued liabilities, derivative financial instruments and mortgage and loans payable.

We carry cash and cash equivalents, accounts payable and accrued liabilities, and mortgage and loans payable at the approximate fair market value, and, accordingly, these estimates are not necessarily indicative of the amounts that we could realize in a current market exchange.

We carry derivative financial instruments at fair value as is required under current accounting standards.

Derivative financial instruments consist of financial instruments or other contracts that contain a notional amount and one or more underlying variables (e.g., interest rate, security price or other variable), require no initial net investment and permit net settlement.

Derivative financial instruments may be free-standing or embedded in other financial instruments.

Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets.

We generally do not use derivative financial instruments to hedge

exposures to cash-flow, market or foreign-currency risks.

However, we have entered into certain other financial instruments and contracts with features that are either (i) not afforded equity classification, (ii) embody risks not clearly

and closely related to host contracts, or (iii) may be net-cash settled by the counterparty.

As required by ASC 815 Derivatives and Hedging , these instruments are required to be carried as

derivative liabilities, at fair value, in our financial statements with changes in fair value reflected in our income.

We adopted ASC

Topic 820 for certain financial instruments measured as fair value on a recurring basis.

ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United

States and expands disclosures about fair value measurements.

We generally do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks.

However, we have entered into certain other financial instruments and contracts with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash

settled by the counterparty.

As required by ASC 815 – Derivatives and Hedging

, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements with changes in fair value reflected in our income.

We adopted ASC Topic 820 for certain financial instruments measured as fair value on a recurring basis.

ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

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

The hierarchy

gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).

These tiers include:

Fair Value Hierarchy

The three levels of

inputs that may be used to measure fair value are as follows:

Quoted prices in

active markets for identical assets or liabilities.

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.

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.

We measure certain financial instruments at fair value on a recurring basis.

The Company had liabilities that

are required to be measured at fair value on a recurring basis as follows at December 31, 2020.

The Hybrid debt instrument was fully converted so there were no liabilities recorded at fair value on a recurring basis as of December 31,

Hybrid debt instrument at fair value

The following is a reconciliation of the beginning and ending balances for the liability

measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year December 31, 2020:

See footnote NOTE H:

Note 10 37North for further detail.

Balance at December 31, 2019

Additional debt issuances

Conversion to equity

Loss on change in derivative liability

Balance at December 31, 2020

The three levels of inputs that may be used to measure fair value are as follows:

Quoted prices in active markets for identical assets or liabilities.

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.

Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities.

Level 3 inputs also include non-binding

market consensus prices or non-binding

broker quotes that we were unable to corroborate with observable market data.

At December 31, 2021 and 2020, the Company did no t have any financial instruments measured on a recurring basis.

Subsequent Events

We have evaluated subsequent events for recognition or disclosure through the date this Form 10-K is

filed with the Securities and Exchange Commission.

We have evaluated subsequent events for recognition or disclosure through the date this Form 10-K

is filed with the Securities and Exchange Commission.

NOTE B – CONCENTRATION OF CREDIT RISK

We do not have any outstanding loans that bear variable interest rates thus we do not have any corresponding interest rate risk.

have any outstanding loans that bear variable interest rates thus we do not have any corresponding interest rate risk.

NOTE C – ACCOUNTS RECEIVABLE AND OTHER, NET

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Accounts receivable, net

During the quarter ended September 30, 2018, we began providing services for a deep-sea mineral exploration company in which our past Chairman of the Board, Greg Stemm, has a controlling and ownership interest.

During the quarter ended September 30, 2018, we began providing services for a deep-sea mineral exploration company, CIC Limited (“CIC”), in which our past Chairman of the Board, Greg Stemm, has a controlling and ownership interest.

See NOTE J for further information.

At December 31, 2020 and 2019,

respectively, the company owed us $134,452 and $216,603, respectively.

At December 31, 2021 and 2020, respectively, the company owed us

$ 268,867 and $ 134,452 , respectively.

NOTE D – OTHER CURRENT ASSETS

Our other current assets consist of the following:

December 31, 2021

Prepaid expenses

Project deposit

Total other current assets

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

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

Prepaid expenses are predominantly insurance related.

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

NOTE E – PROPERTY AND EQUIPMENT

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Property and equipment, net

See Lease commitment in NOTE O Commitments and Contingencies for further information on right to use

See Lease commitment in NOTE O – Commitments and Contingencies for further information on right to use asset, net.

NOTE F – EXPLORATION LICENSE

On July 9, 2019, we acquired a 79.9% interest in Bismarck Mining Corporation (PNG) Limited (Bismarck), a Papua New Guinea

company that was organized for the purpose of exploring the deep waters off the coast for precious metals.

We evaluated the transaction under ASU 2017-01 Business Combinations (Topic 805) and determined that

Bismarck did not meet the definition of a business so the transaction represented an acquisition of assets rather than a business combination.

On July 9, 2019, we acquired a 79.9 % interest in Bismarck Mining Corporation (PNG) Limited (“Bismarck”), a Papua New Guinea company that was organized for the purpose of exploring the deep waters off the coast for precious metals.

We evaluated the transaction under ASU 2017-01

Business Combinations (Topic 805) and determined that Bismarck did not meet the definition of a business so the transaction represented an acquisition of assets rather than a business combination.

Asset acquisitions do not give rise to goodwill.

Rather, the sum of the fair value of the consideration

given, together with transaction costs is allocated to the individual assets acquired and liabilities assumed based on their relative fair values which were more clearly evident and, thus, more reliably measurable at the date of acquisition under

ASC 805-50-30-2 Initial Measurement .

In the future, the recoverability will be tested whenever events or changes in

circumstances indicate that its carrying amount may not be recoverable per the guidance of ASC 360-10-35-21 Subsequent

Rather, the sum of the fair value of the consideration given, together with transaction costs is allocated to the individual assets acquired and liabilities assumed based on their relative fair values which were more clearly evident and, thus, more reliably measurable at the date of acquisition under ASC 805-50-30-2

Initial Measurement

In the future, the recoverability will be tested whenever events or changes in circumstances indicate that i

ts carrying amount may not be recoverable per the guidance of ASC 360-10-35-21

Subsequent Measurement.

Management has considered whether any triggering events occurred that would cause impairment.

Management did not identify any triggering events thus there is no impairment for the year ended December 31, 2020 and 2019.

Management did not identify any triggering events thus there is no

impairment for the year ended December 31, 2021 and 2020.

The consideration paid for the asset acquisition consisted of the following:

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Current liabilities

Non-controlling interest

Non-controlling

Total net assets acquired

Included in this acquisition are the rights to Bismarcks exploration license, which is renewable every

Per ASC 350-30-35-3, management has deemed the rights to this license to have an indefinite life.

Determining if the

rights to the license has an indefinite or finite life required us to consider the nature of the renewal process and any additional economic factors, if any, required when renewing this license.

We currently expect to use and renew the related

license indefinitely, and we do not believe there are currently any legal, regulatory, or contractual provisions that are expected to limit the useful life of the related exploration license or indicate that the useful life is other than indefinite.

Included in this acquisition we

re the rights to Bismarck’s exploration license, which is renewable every two years.

Per ASC 350-30-35-3,

management has deemed the rights to this license to have an indefinite life.

Determining if the rights to the license has an indefinite or finite life required us to consider the nature of the renewal process and any additional economic factors, if any, required when renewing this license.

We currently expect to use and renew the related license indefinitely, and we do not believe there are currently any legal, regulatory, or contractual provisions that are expected to limit the useful life of the related exploration license or indicate that the useful life is other than indefinite.

The exploration license is also not dependent on, or specifically associated with, another asset or group of assets that would limit the useful life of the intangible asset or indicate that the useful life is other than indefinite.

assumptions regarding our ability to successfully renew or extend the exploration license are based on Bismarcks historical experience.

Bismarck was established in 2006, and they have historically renewed and extended the exploration license

without a lapse in their ability to use the license.

Management’s assumptions regarding our ability to successfully renew or extend the exploration license are based on Bismarck’s historical experience.

Bismarck was established in 2006, and they have historically renewed and extended the exploration license without a lapse in their ability to use the license.

The license has also never been revoked.

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There is an annual fee due of approximately $ 14,000 to maintain the license.

amount is much less than the carrying amount of the license and the cost is not expected to prohibit continued renewals of the license in the future.

Based on all the factors considered above, management believes it is appropriate to assign

indefinite useful life to the acquisition of the rights for the exploration license.

This amount is much less than the carrying amount of the license and the cost is not expected to prohibit continued renewals of the license in the future.

Based on all the factors considered above, management believes it is appropriate to assign indefinite useful life to the acquisition of the rights for the exploration license.

NOTE G – INVESTMENT IN UNCONSOLIDATED ENTITY

Neptune Minerals, Inc.

current investment in NMI consists of 3,092,488 Class B Common non-voting shares and 2,612 Series A Preferred non-voting shares.

These preferred shares are

convertible into an aggregate of 261,200 shares of Class B non-voting common stock.

Our current investment in NMI consists of 3,092,488 Class B Common non-voting

shares and 2,612 Series A Preferred non-voting

The preferred shares are convertible into an aggregate of 261,200 shares of Class B non-voting

common stock.

Our holdings now constitute an approximate 14 % ownership in NMI.

At December 31, 2020, our estimated share of

unrecognized NMI equity-method losses is approximately $21.3 million.

At December 31, 202 1

, our estimated share of unrecognized NMI equity-method losses is approximately $ 21.3 million.

We have not recognized the accumulated $ 21.3 million in our income statement because these losses exceeded our investment in NMI.

Our investment has a carrying value of

zero as a result of the recognition of our share of prior losses incurred by NMI under the equity method of accounting.

We believe it is appropriate to allocate this loss carryforward of $21.3 million to any incremental NMI investment that may

be recognized on our balance sheet in excess of zero since the losses occurred when they were an equity-method investment.

Our investment has a carrying value of zero as a result of the recognition of our share of prior losses incurred by NMI under the equity method of accounting.

We believe it is appropriate to allocate this loss carryforward of $21.3 million to any incremental NMI investment that may be recognized on our balance sheet in excess of zero since the losses occurred when they were an equity-method investment.

The aforementioned loss carryforward is based on NMI’s last unaudited financial statements as of December 31, 2016.

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We do not have any financial obligations to NMI, and we are not committed to provide financial support to NMI.

Although we are a shareholder of NMI, we have no representation on the board of directors or in management of NMI and do not hold any

Class A voting shares.

Although we are a shareholder of NMI, we have no representation on the board of directors or in management of NMI and do not hold any Class A voting shares.

We are not involved in the management of NMI nor do we participate in their policy-making.

Accordingly, we are not the primary beneficiary of NMI.

As of December 31, 2020, the net carrying value of our investment in

NMI was zero in our consolidated financial statements.

As of December 31, 2021, the net carrying value of our investment in NMI was zero in our consolidated financial statements.

Chatham Rock Phosphate, Limited.

During 2012, we performed deep-sea mining exploratory services for Chatham Rock Phosphate, Ltd.

During 2012, we performed deep-sea

mining exploratory services for Chatham Rock Phosphate, Ltd.

(“CRP”) valued at $ 1,680,000 .

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

The surviving entity is now named Chatham Rock Phosphate

Limited (CRPL).

In exchange for our 9,320,348 shares of CRP we received 141,884 shares of CPRL, which represents equity ownership of, at most, approximately 1% of the surviving entity.

Since CRP was a thinly traded stock and pursuant to

guidance per ASC 320:

Debt and Equity Securities regarding readily determinable fair value, we believe it was appropriate to not recognize this amount as an asset nor as revenue during that period.

We continue to carry the value of our

investment in CPRL at zero in our consolidated financial statements.

In 2018, we began providing services to CIC LLC, a company controlled by Greg Stemm, the past Chairman of the Board for Odyssey (See NOTE J for

related parties).

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

Due to the initial structure of the company, we determined this venture to be a VIE consistent with ASU 2015-2.

We have determined that we are not the primary

beneficiary of the VIE and, therefore, we have not consolidated this entity.

The surviving entity is now named Chatham Rock Phosphate Limited (“CRPL”).

In exchange for our 9,320,348 shares of CRP ,

we received 141,884 shares of CPRL, which represents equity

ownership of, at most, approximately 1 % of the surviving entity.

Since CRP was a thinly traded stock and pursuant to guidance per ASC 320:

Debt and Equity Securities

regarding readily determinable fair value, we believe it was appropriate to not recognize this amount as an asset nor as revenue during that period.

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

In 2018, we began providing services to CIC (see NOTE C).

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

Due to the initial structure of the company, we determined this venture to be a variable interest entity (VIE) consistent with ASU 2015-2.

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

Additionally, we also will record the investment under the cost method as we have determined we do not exercise significant influence over the entity.

We will assess our

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

At December 31, 2020, the accumulated investment in the entity is $2,370,794, which is classified as an investment

in unconsolidated entity in our consolidated balance sheets.

The original agreements relating to the equity investment were executed in January 2019.

The original agreement was replaced in August of 2020 with a new agreement effective August 1,

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 entitys 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

These legal entities are referred to as variable interest entities or VIEs.

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 VIEs 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 any investments we have in these legal entities.

We determine whether any of the entities in which we have made investments is a VIE at the

start of each new venture and if a reconsideration event has occurred.

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

At December 31, 2021 and December 31, 2020, the accumulated investment in the entity was $ 3,253,950 and $ 2,370,794 , respectively, which is classified as an investment in unconsolidated entity in our consolidated balance sheets.

We reviewed the following items to assist in determining CIC’s composition.

We account for the investments we make in certain legal entities in which equity investors do not have (1) sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support, or (2) as a group, the holders of the equity investment at risk do not have either the power, through voting or similar rights, to direct the activities of the legal entity that most significantly impact the entity’s economic performance, or (3) the obligation to absorb the expected losses of the legal entity or the right to receive expected residual returns of the legal entity.

This type of legal entity is referred to as a VIE.

We would consolidate the results of any such entity in which we determined we had a controlling financial interest.

We would have a “controlling financial interest” in such an entity if we had both the power to direct the activities that most significantly affect the VIE’s economic performance and the obligation to absorb the losses of, or right to receive benefits from, the VIE that could be potentially significant to the VIE.

On a quarterly basis, we reassess whether we have a controlling financial interest in our investments we have in these legal entities.

We determine whether any of the entities in which we have made investments is a VIE at the start of each new venture and if a reconsideration event has occurred.

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

A reporting entity must consolidate a VIE if that

reporting entity has a variable interest (or combination of variable interests) that will absorb a majority of the VIEs expected losses, receive a majority of the VIEs 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 VIEs expected

losses, receive a majority of the VIEs expected residual returns, or both.

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.

NOTE H –LOANS PAYABLE

Companys consolidated notes payable consisted of the following:

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

Note 1 – Monaco 2014

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Note 9 – Litigation financing

Note 10 37North

Note 10 – Payroll Protection Program

Note 11 – EIDL

Note 12 – Vendor note payable

Note 13 – Monaco

On August 14, 2014, we entered into a Loan Agreement with Monaco Financial, LLC (Monaco), a strategic marketing partner,

pursuant to which Monaco agreed to lend us up to $10.0 million.

Note 1 – Monaco 2014

On August 14, 2014, we entered into a Loan Agreement with Monaco Financial, LLC (“Monaco”) pursuant to which Monaco agreed to lend us up to $ 10.0 million.

The loan was issued in three tranches:

(i) $ 5.0 million (the “First Tranche”) was advanced upon execution of the Loan Agreement;

(ii) $2.5 million (the

Second Tranche) was advanced on October 1, 2014;

(ii) $ 2.5 million (the “Second Tranche”) was advanced on October 1, 2014;

and (iii) $ 2.5 million (the “Third Tranche”) was advanced on December 1, 2014.

The Notes bear interest at a rate equal to 11 % per annum.

The Notes also contain an

option whereby Monaco can purchase shares of Oceanica held by Odyssey (the Share Purchase Option) at a purchase price that is the lower of (a) $3.15 per share or (b) the price per share of a contemplated equity offering of Oceanica

which totals $1.0 million or more in the aggregate.

The Notes contained an option whereby Monaco could purchase shares of Oceanica held by Odyssey (the “Share Purchase Option”) at a purchase price that is the lower of (a) $ 3.15 per share or (b) the price per share of a contemplated equity offering of Oceanica which totals $ 1.0 million or more in the aggregate.

The share purchase option was not clearly and closely related to the host debt agreement and required bifurcation.

On December 10, 2015, these promissory notes were amended as part of the asset acquisition agreement with Monaco (See NOTE R in our Form 10-K filed with the Securities and Exchange Commission for the period ended December 31, 2017 for further information).

On December 10, 2015, these promissory notes were amended as part of the asset acquisition agreement with Monaco (See NOTE R in our Form 10-K

filed with the Securities and Exchange Commission for the period ended December 31, 2017 for further information).

The amendment included the following material changes:

(i) $2.2 million of the

indebtedness represented by the Notes was extinguished, (ii) $5.0 million of the indebtedness represented by the Notes ceased to bear interest and is only repayable under certain circumstances from certain sources of cash, and (iii) the

maturity date on the Notes was extended to December 31, 2017.

During March 2016, the maturity date was further extended to April 1, 2018 and the exercise price of the Share Purchase Option was

re-priced to $1.00 per share.

This indebtedness has matured, but Monaco has not demanded payment because we are in negotiations with Monaco.

As of the maturity date, the interest rate was adjusted to the

default rate of 18% per annum.

(i) $ 2.2 million of the indebtedness represented by the Notes was extinguished, (ii) $ 5.0 million of the indebtedness represented by the Notes ceased to bear interest and is only repayable under certain circumstances from certain sources of cash, and (iii) the maturity date on the Notes was extended to December 31, 2017 .

During March 2016, the maturity date was further extended to April 1, 2018 and the exercise price of the Share Purchase Option was re-priced

to $ 1.00 per share.

In October 2018, the parties executed a Forbearance Agreement that extended the period of this Share Purchase Option to a period of one year after this indebtedness is repaid in full.

This indebtedness has matured, but Monaco has not demanded payment because we were in negotiations with Monaco.

As of the maturity date, the interest rate was adjusted to the default rate of 18 % per annum.

See “Loan Modification (March 2016)” below.

For the twelve months ended December 31, 2021 and 2020, interest expense in the amount of $ 434,934 and $ 574,680 , respectively, was recorded.

The outstanding

interest-bearing balance of these Notes is $2.8 million at December 31, 2020 and 2019.

The outstanding interest-bearing balance of these Notes was zero at December 31, 2021 and $ 2.8 million at December 31, 2020, respectively.

On October 4, 2021 we entered into a Termination and Settlement agreement with Monaco that cancelled the entire indebtedness of approximately $ 5.2

million of principal and accrued interest related to this arrangement.

This agreement also terminated all conversion options.

See Note 13 below.

Note 2 – Monaco 2016

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The indebtedness bears interest at 10.0 % percent per year.

All principal and any unpaid interest was payable on April 15, 2018.

This indebtedness has matured, but Monaco has not demanded payment because we are in negotiations with Monaco.

the maturity date, the interest rate was adjusted to the default rate of 18% per annum.

The current outstanding balance as of December 31, 2020 and 2019 was $1,175,000.

The indebtedness is convertible at any time until the maturity date into

shares of Oceanica held by us at a conversion price of $1.00 per share.

All principal and any unpaid interest were due on April 15, 2018 .

This indebtedness has matured, but Monaco has not demanded payment because we were in negotiations with Monaco.

As of the maturity date, the interest rate was adjusted to the default rate of 18 % per annum.

The current outstanding balance was zero at December 31, 2021 and $ 1,175,000 at December 31, 2020.

The indebtedness was convertible at any time until the maturity date into shares of Oceanica held by us at a conversion price of $ 1.00 per share.

Pursuant to this loan and as security for the indebtedness, Monaco was granted a second priority security interest in (a) one-half

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(“OMO”), and all rights associated therewith (the “OMO Collateral”);

and (b) all technology and assets in our possession or control used for offshore exploration, including an

ROV system, deep-tow search systems, winches, multi-beam sonar, and other equipment.

The carrying net book value of this equipment is less than $0.1 million.

We unconditionally and irrevocably guaranteed

all obligations of ours and our subsidiaries to Monaco under this loan agreement.

and (b) all technology and assets in our possession or control used for offshore exploration, including an ROV system, deep-tow

search systems, winches, multi-beam sonar, and other equipment.

The carrying net book value of this equipment was less than $ 0.1 million.

We unconditionally and irrevocably guaranteed all obligations of ours and our subsidiaries to Monaco under this loan agreement.

As further consideration for the loan, Monaco was granted an option (the “Option”) to purchase the OMO Collateral.

The Option is exercisable at any time

before the earlier of (a) the date that is 30 days after the loan is paid in full or (b) the maturity date of the ExO Note, for aggregate consideration of $9.3 million, $1.8 million of which would be paid at the closing of the

exercise of the Option, with the balance paid in ten monthly installments of $750,000.

The Option was exercisable at any time before the earlier of (a) the date that is 30 after the loan is paid in full or (b) the maturity date of the ExO Note, for aggregate consideration of $ 9.3 million, $ 1.8 million of which would be paid at the closing of the exercise of the Option, with the balance paid in ten monthly installments of $ 750,000 .

In October 2018, both parties executed a Forbearance Agreement that extended the Option’s 30-day

period following a loan payoff to seven (7) months.

During 2017, we sold a marine vessel to a related party of Monaco for $ 650,000 .

The consideration for this vessel was applied against our loan balance to

Monaco in the amount of $650,000.

The consideration for this vessel was applied against our loan balance to Monaco in the amount of $ 650,000 .

Accounting considerations

ASC 815 generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation

and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract.

The option to purchase the OMO Collateral is an embedded feature that is not clearly and

closely related to the host debt agreement and thus requires bifurcation.

ASC 815 generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract.

The option to purchase the OMO Collateral is an embedded feature that is not clearly and closely related to the host debt agreement and thus requires bifurcation.

Because the option is out of the money, it has no material fair value as of the inception date or currently.

The debt agreement did not contain any additional embedded terms

or features that have characteristics of derivatives.

The debt agreement did not contain any additional embedded terms or features that have characteristics of derivatives.

However, we were required to consider whether the hybrid contract embodied a beneficial conversion feature (“BCF”).

The calculation of the effective conversion amount did result in a

BCF because the effective conversion price was less than the market price on the date of issuance, therefore a BCF of $456,250 was recorded.

The calculation of the effective conversion amount did result in a BCF because the effective conversion price was less than the market price on the date of issuance, therefore a BCF of $ 456,250 was recorded.

This BCF has been fully amortized as of March 31, 2018.

A total of $252,940 has been previously charged

to interest expense related to the discount.

For the twelve months ended December 31, 2020 and 2019, interest in the amount of $268,350 and $267,617, respectively, was recorded.

For the twelve months ended December 31, 2021 and 2020, interest expense in the amount of $ 203,096 and $ 268,350 , respectively, was recorded.

Loan modification (December 2015)

In connection with the Acquisition Agreement entered into with Monaco on December 10, 2015, Monaco agreed to modify certain terms of the

loans as partial consideration for the purchase of assets.

For the First Tranche ($5,000,000 advanced on August 14, 2014), Monaco agreed to cease interest as of December 10, 2015 and reduce the loan balance by (i) the cash or other

value received from the SS Central America shipwreck project (SSCA) or (ii) if the proceeds received from the SSCA project were insufficient to pay off the loan balance by December 31, 2017, then Monaco could seek

repayment of the remaining outstanding balance on the loan by withholding Odysseys 21.25% additional consideration in new shipwreck projects performed for Monaco in the future.

For the Second Tranche ($2,500,000 advanced on

October 1, 2014), Monaco agreed to reduce the principal amount by $2,200,000 leaving a new principal balance of $300,000 and extension of maturity to December 31, 2017.

For the Third Tranche ($2,500,000 advanced on December 1, 2014),

Monaco agreed to the extension of maturity to December 31, 2017.

On December 10, 2015, the Monaco call option related to the

Oceanica shares held by us was extended until December 31, 2017.

In connection with the Acquisition Agreement entered into with Monaco on December 10, 2015, Monaco agreed to modify certain terms of the 2014 loans as partial consideration for the purchase of assets.

For the First Tranche ($ 5,000,000 advanced on August 14, 2014), Monaco agreed to cease interest as of December 10, 2015 and reduce the loan balance by (i) the cash or other value received from the SS Central America

shipwreck project (“SSCA”) or (ii) if the proceeds received from the SSCA project were insufficient to pay off the loan balance by December 31, 2017 , then Monaco could seek repayment of the remaining outstanding balance on the loan by withholding Odyssey’s 21.25 % “additional consideration” in new shipwreck projects performed for Monaco in the future.

For the Second Tranche ($ 2,500,000 advanced on October 1, 2014), Monaco agreed to reduce the principal amount by $ 2,200,000 leaving a new principal balance of $ 300,000 and extension of maturity to December 31, 2017 .

For the Third Tranche ($ 2,500,000 advanced on December 1, 2014), Monaco agreed to the extension of maturity to December 31, 2017 .

On December 10, 2015, the Monaco call option related to the Oceanica shares held by us was extended until December 31, 2017.

Loan modification (March 2016)

In connection with the $ 1.825 million loan agreement with Monaco in March 2016, the existing $ 2.8 million 2014 notes were modified.

combined total indebtedness of Monacos Note 1 and Note 2, Monaco can convert this debt into 3,174,603 shares of Oceanica at a fixed conversion price of $1.00 per share, or $3,174,603.

Any remaining debt in excess of $3,174,603 is not

Of the combined total indebtedness of Monaco’s Note 1 and Note 2, Monaco can convert this debt into 3,174,603 shares of Oceanica at a fixed conversion price of $ 1.00 per share, or $ 3,174,603 .

Any remaining debt in excess of $ 3,174,603 is not convertible.

Additionally, the modification eliminated Monaco’s option (“share purchase option”) to purchase 3,174,603 shares of Oceanica stock at a price of $ 3.15 per share.

The modification was analyzed under ASC 480

Distinguishing Liabilities from Equity (ASC 480) to determine if extinguishment accounting was applicable.

470-50-40-10 a modification or an exchange that adds or eliminates a

substantive conversion option as of the conversion date is always considered substantial and requires extinguishment accounting.

The modification was analyzed under ASC 480 Distinguishing Liabilities from Equity

(“ASC 480”) to determine if extinguishment accounting was applicable.

Under ASC 470-50-40-10

a modification or an exchange that adds or eliminates a substantive conversion option as of the conversion date is always considered substantial and requires extinguishment accounting.

Since this modification added a substantive conversion option, extinguishment accounting is applicable.

In accordance

with the extinguishment accounting guidance (a) the share purchase option was first marked to its pre-modification fair value, (b) the new debt was recorded at fair value and (c) the old debt

and share purchased option was removed.

The difference between the fair value of the new debt and the sum of the pre-modification carrying amount of the old debt and the share purchase options fair value

represented a gain on extinguishment.

ASC 470-50-40-2 indicates that debt restructuring with a related party may be in essence a

capital transaction and as a result the gain of $1.2 million was recognized in additional paid in capital upon extinguishment.

In accordance with the extinguishment accounting guidance (a) the share purchase option was first marked to its pre-modification

fair value, (b) the new debt was recorded at fair value and (c) the old debt and share purchased option was removed.

The difference between the fair value of the new debt and the sum of the pre-modification

carrying amount of the old debt and the share purchase option’s fair value represented a gain on extinguishment.

ASC 470-50-40-2

indicates that debt restructuring with a related party may be in essence a capital transaction and as a result the gain of $ 1.2 million was recognized in additional paid in capital upon extinguishment.

On October 4, 2021 we entered into a Termination and Settlement agreement with Monaco that cancelled the entire indebtedness of approximately $ 2.4 million of principal and accrued interest related to this arrangement.

This agreement also terminated all conversion options

See Note 13 below.

Note 3 – MINOSA

On March 11, 2015, in connection with a Stock Purchase Agreement, Minera del Norte, S.A.

agreed to lend us up to $14.75 million.

(“MINOSA”) agreed to lend us up to $ 14.75 million.

The entire $ 14.75 million was loaned in five advances from March 11 through June 30, 2015.

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

The Promissory Note was

amended on April 10, 2015 and on October 1, 2015 so that, unless otherwise converted as provided in the Note, the adjusted principal balance shall be due and payable in full upon written demand by MINOSA;

provided that MINOSA agreed that

it shall not demand payment of the adjusted principal balance earlier than the first to occur of:

(i) 30 days after the date on which (x) SEMARNAT makes a determination with respect to the current application for the Manifestacion de

Impacto Ambiental relating to phosphate deposit project, which determination is other than an approval or (y) Odyssey Marine Enterprises or any of its affiliates withdraws such application without MINOSAs prior written consent;

The Promissory Note was amended on April 10, 2015 and on October 1, 2015 so that, unless otherwise converted as provided in the Note, the adjusted principal balance

shall be due and payable in full upon written demand by MINOSA;

provided that MINOSA agreed that it shall not demand payment of the adjusted principal balance earlier than the first to occur of:

(i) 30 days after the date on which (x) SEMARNAT

makes a determination with respect to the current application for the Manifestacion de Impacto Ambiental relating to phosphate deposit project, which determination is other than an approval or (y) Odyssey Marine Enterprises or any of its affiliates withdraws such application without MINOSA’s prior written consent;

(ii) termination by Odyssey of the Stock Purchase Agreement, dated March 11, 2015 (the “Purchase Agreement”), among Odyssey, MINOSA, and Penelope Mining, LLC (the “Investor”);

(iii) the occurrence of an event of

default under the Promissory Note;

(iii) the occurrence of an event of default under the Promissory Note;

(iv) December 31, 2015;

or (v) if and only if the Investor shall have terminated the Purchase Agreement pursuant to Section 8.1(d)(iii) thereof, March 30, 2016 .

This indebtedness is classified

as short-term debt.

This indebtedness is classified as short-term debt.

In connection with the loans, we granted MINOSA an option to purchase our 54 % interest in Oceanica for $ 40.0 million (the “Oceanica Call Option”).

On March 11, 2016 , the Oceanica Call has expired.

of the transaction requires amending the Companys articles of incorporation to (a) effect a reverse stock split, which was implemented on February 19, 2016, (b) adjusting the Companys authorized capitalization, which was

also implemented on February 19, 2016, and (c) establishing a classified board of directors (collectively, the Amendments).

The Amendments have been or will be set forth in certificates of amendment to the Companys

articles of incorporation filed or to be filed with the Nevada Secretary of State.

Completion of the transaction requires amending the Company’s articles of incorporation to (a) effect a reverse stock split, which was implemented on February 19, 2016, (b) adjusting the Company’s authorized capitalization, which was also implemented

on February 19, 2016, and (c) establishing a classified board of directors (collectively, the “Amendments”).

The Amendments have been or will be set forth in certificates of amendment to the Company’s articles of incorporation filed or to be filed with the Nevada Secretary of State.

As collateral for the loan, we granted MINOSA a security interest in the Company’s 54 % interest in Oceanica.

The outstanding principal balance of this debt was

$14.75 million at December 31, 2020 and 2019, respectively.

The outstanding principal balance of this debt was $ 14.75 million at December 31, 2021 and 2020, respectively.

The maturity date of this indebtedness has been amended and matured on March 18, 2017 .

Per Note 6 MINOSA 2 below, the Minosa Purchase Agreement amended the due date of this

note to a due date which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that Minosa intends to demand payment.

See Note 6 MINOSA 2 for further qualifications.

During December 2017, MINOSA

transferred this debt to its parent company.

For the twelve months ended December 31, 2020 and 2019, interest in the amount of $1,183,230 and $1,180,000, respectively, was recorded.

Per Note 6 MINOSA 2 below, the Minosa Purchase Agreement amended the due date of this note to a due date which may be no earlier than

December 31, 2017, that is at least 60 days subsequent to written notice that Minosa intends to demand payment.

See Note 6 – MINOSA 2 for further

qualifications.

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

For the twelve months ended December 31, 2021 and

2020, interest expense in the amount of $ 1,179,998 and $ 1,183,230 , respectively, was recorded.

Accounting considerations

We have accounted for this transaction as a financing transaction, wherein the net proceeds received were allocated to the financial

instruments issued.

Prior to making the accounting allocation, we evaluated for proper classification under ASC 480 Distinguishing Liabilities from Equity (ASC 480), ASC 815 Derivatives and Hedging (ASC 815) and

ASC 320 Property, Plant and Equipment (ASC 320).

This debt agreement did not contain any embedded terms or features

that have characteristics of derivatives.

We have accounted for this transaction as a financing transaction, wherein the net proceeds received were allocated to the financial instruments issued.

Prior to making the accounting allocation, we evaluated for proper classification under ASC 480 Distinguishing Liabilities from Equity

(“ASC 480”), ASC 815 Derivatives and Hedging

(“ASC 815”) and ASC 320 Property, Plant and Equipment

This debt agreement did not contain any embedded terms or features that have characteristics of derivatives.

The Oceanica Call Option is considered a freestanding financial instrument because it is both (i) legally detachable and (ii) separately exercisable.

The Oceanica Call Option did not fall under the

guidance of ASC 480.

The Oceanica Call Option did not fall under the guidance of ASC 480.

Additionally, it did not meet the definition of a derivative under ASC 815 because the option has a fixed value of $ 40.0 million and does not contain an underlying variable which is indicative of a derivative.

instrument is considered an option contract for a sale of an asset.

The guidance applied in this case is ASC 360-20, which provides that in situations when a party lends funds to a seller and is given an

option to buy the property at a certain date in the future, the loan shall be recorded at its present value using market interest rates and any excess of the proceeds over that amount credited to an option deposit account.

If the option is

exercised, the deposit shall be included as part of the sales proceeds;

This instrument is considered an option contract for a sale of an asset.

The guidance applied in this case is ASC 360-20,

which provides that in situations when a party lends funds to a seller and is given an option to buy the property at a certain date in the future, the loan shall be recorded at its present value using market interest rates and any excess of the proceeds over that amount credited to an option deposit account.

If the option is exercised, the deposit shall be included as part of the sales proceeds;

if not exercised, it shall be credited to income in the period in which the option lapses.

Based on the previous conclusions, we allocated the cash proceeds first to the debt at its

present value using a market rate of 15%, which is managements estimate of a market rate loan for the Company, with the residual allocated to the Oceanica Call Option, as follows:

Based on the previous conclusions, we allocated the cash proceeds first to the debt at its present value using a market rate of 15 %, which is management’s estimate of a market rate loan for the Company, with the residual allocated to the Oceanica Call Option, as follows:

Promissory Note

1 unchanged sentence

The call option amount of $ 383,148 represented a debt discount.

This discount has been fully accreted up to

face value using the effective interest method.

This discount has been fully accreted up to face value using the effective interest method.

Note 4 – Epsilon

On March 18, 2016 we entered into a Note Purchase Agreement (Purchase Agreement) with Epsilon Acquisitions LLC

On March 18, 2016 we entered into a Note Purchase Agreement (“Purchase Agreement”) with Epsilon Acquisitions LLC (“Epsilon”).

Pursuant to the Purchase Agreement, Epsilon loaned us $ 3.0 million in two installments of $ 1.5 million on March 31, 2016 and April 30, 2016.

The indebtedness bears interest at a rate of 10% per annum and

was due on March 18, 2017.

The indebtedness bears interest at a rate of 10 % per annum and was due on March 18 ,

We were also responsible for $ 50,000 of the lender’s out of pocket costs.

This amount is included in the loan balance.

In pledge agreements related to the loans, we granted security interests to Epsilon in

(a) the 54 million cuotas (a unit of ownership under Panamanian law) of Oceanica Resources S.

In pledge agreements related to the loans, we granted security interests to Epsilon in (a) the 54 million cuotas (a unit of ownership under Panamanian law) of Oceanica Resources S.

(“Oceanica”) held by our wholly owned subsidiary, Odyssey Marine Enterprises, Ltd.

(OME), (b) all notes and

other receivables from Oceanica and its subsidiary owed to the Odyssey Pledgors, and (c) all of the outstanding equity in OME.

Epsilon has the right to convert the outstanding indebtedness into shares of our common stock upon 75 days

notice to us or upon a merger, consolidation, third party tender offer, or similar transaction relating to us at the conversion price of $5.00 per share, which represents the five-day volume-weighted average

price of Odysseys common stock for the five trading day period ending on March 17, 2016.

On January 25, 2017, Epsilon provided notice to us that it would convert the initial $3.0 million plus accrued interest per the Restated

Note Purchase Agreement at $5.00 per share in accordance with the terms of the agreement.

(“OME”), (b) all notes and other receivables from Oceanica and its subsidiary owed to the Odyssey Pledgors, and (c) all of the outstanding equity in OME.

Epsilon has the right to convert the outstanding indebtedness into shares of our common stock upon

75 days’ notice to us or upon a merger, consolidation, third party tender offer, or similar transaction relating to us at the conversion price of $ 5.00 per share, which represents the five-day

volume-weighted average price of Odyssey’s common stock for the five trading day period ending on March 17, 2016.

On January 25, 2017, Epsilon provided notice to us that it would convert the initial $ 3.0 million plus accrued interest per the Restated Note Purchase Agreement at $ 5.00 per share in accordance with the terms of the agreement.

The conversion and issuance of new shares was effective April 10, 2017 and included accrued interest of $ 302,274 for a total 670,455 shares.

occurrence and during the continuance of an event of default, the conversion price was to be reduced to $2.50 per share.

Following any conversion of the indebtedness, Penelope Mining LLC (an affiliate of Epsilon) (Penelope), may elect to

reduce its commitment to purchase preferred stock of Odyssey under the Stock Purchase Agreement, dated as of March 11, 2015 (as amended, the Stock Purchase Agreement), among Odyssey, Penelope, and Minera del Norte, S.A.

Upon the occurrence and during the continuance of an event of default, the conversion price was to be reduced to $ 2.50 per share.

Following any conversion of the indebtedness, Penelope Mining LLC (an affiliate of Epsilon) (“Penelope”), may elect to reduce its commitment to purchase preferred stock of Odyssey under the Stock Purchase Agreement, dated as of March 11, 2015 (as amended, the “Stock Purchase Agreement”), among Odyssey, Penelope, and Minera del Norte, S.A.

(“MINOSA”) by the amount of indebtedness converted.

Pursuant to the Purchase Agreement (a) we agreed to waive our rights

to terminate the Stock Purchase Agreement in accordance with the terms thereof until December 31, 2016, and (b) MINOSA agreed to extend, until March 18, 2017, the maturity date of the $14.75 million loan extended by MINOSA to OME

pursuant to the Stock Purchase Agreement.

Pursuant to the Purchase Agreement (a) we agreed to waive our rights to terminate the Stock Purchase Agreement in accordance with the terms thereof until December 31, 2016, and (b) MINOSA agreed to extend, until March 18, 2017, the maturity date of the $ 14.75 million loan extended by MINOSA to OME pursuant to the Stock Purchase Agreement.

The indebtedness may be accelerated upon the occurrence of specified events of default including (a) OME’s failure to pay any amount payable on the date due and payable;

(b) OME or we fail to

perform or observe any term, covenant, or agreement in the Purchase Agreement or the related documents, subject to a five-day cure period;

of our affiliates under any of the other loan documents shall have occurred and all grace periods, if any, applicable thereto shall have expired;

(b) OME or we fail to perform or observe any term, covenant, or agreement in the Purchase Agreement or the related documents, subject to a five-day

(c) an event of default or material breach by OME, us or any of our affiliates under any of the other loan documents shall have occurred and all grace periods, if any, applicable thereto shall have expired;

(d) the Stock Purchase Agreement shall have been terminated;

(e) specified dissolution,

liquidation, insolvency, bankruptcy, reorganization, or similar cases or actions are commenced by or against OME or any of its subsidiaries, in specified circumstances unless dismissed or stayed within 60 days;

(f) the entry of judgment or

award against OME or any of its subsidiaries in excess or $100,000;

(e) specified dissolution, liquidation, insolvency, bankruptcy, reorganization, or similar cases or actions are commenced by or against OME or any of its subsidiaries, in specified circumstances unless dismissed or stayed within 60 days;

(f) the entry of judgment or award against OME or any of its subsidiaries in excess or $ 100,000 ;

and (g) a change in control (as defined in the Purchase Agreement) occurs.

In connection with the execution and delivery of the Purchase Agreement, we and Epsilon entered into a registration rights agreement pursuant

to which we agreed to register new shares of our common stock with a formal registration statement with the Securities and Exchange Commission upon the conversion of the indebtedness.

In connection with the execution and delivery of the Purchase Agreement, we and Epsilon entered into a registration rights agreement pursuant to which we agreed to register new shares of our common stock with a formal registration statement with the Securities and Exchange Commission upon the conversion of the indebtedness.

Accounting considerations

We have accounted for this transaction as a financing transaction, wherein the net proceeds received were allocated to the financial

instruments issued.

Prior to making the accounting allocation, we evaluated the transaction for proper classification under ASC 480 Distinguishing Liabilities from Equity (ASC 480), ASC 815 Derivatives and Hedging

(ASC 815) and ASC 320 Property, Plant and Equipment (ASC 320).

This debt agreement did not contain any embedded terms or features that have characteristics

of derivatives.

We have accounted for this transaction as a financing transaction, wherein the net proceeds received were allocated to the financial instruments issued.

Prior to making the accounting allocation, we evaluated the transaction for proper classification under ASC 480 Distinguishing Liabilities from Equity

(“ASC 480”), ASC 815 Derivatives and Hedging

(“ASC 815”) and ASC 320 Property, Plant and Equipment

This debt agreement did not contain any embedded terms or features that have characteristics of derivatives.

However, we were required to consider whether the hybrid contract embodied a beneficial conversion feature (“BCF”).

The calculation of the effective conversion amount did result in a BCF because the effective conversion

price was less than the Companys stock price on the date of issuance, therefore a BCF of $96,000 was recorded.

The calculation of the effective conversion amount did result in a BCF because the effective conversion price was less than the Company’s stock price on the date of issuance, therefore a BCF of $ 96,000 was recorded.

The BCF represents a debt discount which was amortized over the life of the loan.

1 unchanged sentence

On October 1, 2016 Odyssey Marine Enterprises, Ltd.

(OME), entered into an Amended and Restated Note Purchase Agreement (the

Restated Note Purchase Agreement) with Epsilon Acquisitions LLC (Epsilon).

In connection with the existing $3.0 million loan agreement, Epsilon agreed to lend an additional $3.0 million evidenced by secured

convertible promissory notes.

(“OME”), entered into an Amended and Restated Note Purchase Agreement (the “Restated Note Purchase Agreement”) with Epsilon Acquisitions LLC (“Epsilon”).

In connection with the existing $ 3.0 million loan agreement, Epsilon agreed to lend an additional $ 3.0 million evidenced by secured convertible promissory notes.

The convertible promissory notes bear an interest rate of 10.0 % per annum and are due and payable on March 18, 2017 .

Epsilon has the right to convert all amounts outstanding under the Restated Note into shares of

our common stock upon 75 days notice to OME or upon a merger, consolidation, third party tender offer, or similar transaction relating to us at the applicable conversion price, which is (a) $5.00 per share with respect to the

$3.0 million already advanced under the Restated Note and (b) with respect to additional advances under the Restated Note, the five-day volume-weighted average price of our common stock for the five

trading day period ending on the trading day immediately prior to the date on which OME submits a borrowing notice for such advance.

Notwithstanding anything herein to the contrary, we shall not issue any of our common stock upon conversion of any

outstanding tranche (other than the first $3.0 million already advanced) under this Restated Note in excess of 1,388,769 shares of common stock.

Epsilon has the right to convert all amounts outstanding under the Restated Note into shares of our common stock upon 75 days’ notice to OME or upon a merger, consolidation, third party tender offer, or similar transaction relating to us at the applicable conversion price, which is (a) $ 5.00 per share with respect to the $ 3.0 million already advanced under the Restated Note and (b) with respect to additional advances under the Restated Note, the five-day

volume-weighted average price of our common stock for the five trading day period ending on the trading day immediately prior to the date on which OME

submits a borrowing notice for such advance.

Notwithstanding anything herein to the contrary, we shall not issue any of our common stock upon conversion of any outstanding tranche (other than the first $ 3.0

million already advanced) under this

Restated Note in excess of 1,388,769 shares of common stock.

The additional tranches were issued as follows:

(a) $1,000,000 (Tranche 3) was

issued on October 16, 2016 with a conversion price of $3.52 per share;

(a) $ 1,000,000 (“Tranche 3”) was issued on October 16, 2016 with a conversion price of $ 3.52 per share;

(b) $ 1,000,000 (“Tranche 4”) was issued on November 15, 2016 with a conversion price of $ 4.19 per share;

and (c) $1,000,000 (Tranche 5) was issued

on December 15, 2016 with a conversion price of $4.13 per share.

and (c) $ 1,000,000 (“Tranche 5”) was issued on December 15, 2016 with a conversion price of $ 4.13 per share.

During 2017, Epsilon assigned Tranche 4 and 5 totaling $ 2,000,000 of this debt to MINOSA under the same terms as the original debt.

See Note MINOSA 2 below for further

As an inducement for the issuance of the additional $3.0 million of promissory notes, we also delivered to Epsilon a common

stock purchase warrant (the Warrant) pursuant to which Epsilon has the right to purchase up to 120,000 shares of our common stock at an exercise price of $3.52 per share, which exercise price represents the

five-day volume-weighted average price of our common stock for the five trading day period ending on the trading day immediately prior to the day on which the Warrant was issued.

Epsilon may exercise the

Warrant in whole or in part at any time during the period ending October 1, 2021.

The Warrant includes a cashless exercise feature and provides that, if Epsilon is in default of its obligations to fund any advance pursuant to and in accordance

with the Restated Note Purchase Agreement, then, thereafter, the maximum aggregate number of shares of common stock that may be purchased under the Warrant shall be the number determined by multiplying 120,000 by a fraction, (a) the numerator

of which is the aggregate principal amount of advances that have been extended to the OME by Epsilon pursuant to the Restated Note Purchase Agreement on or after the date of the Warrant and prior to the date of such failure and (b) the

denominator of which is $3.0 million.

During November 2020, Epsilon opted to exercise this warrant using the cashless exercise feature.

This exercise resulted in the issuance of 56,228 of our common shares and the forfeiture of the right to

acquire the remaining 63,772 common shares.

See Note – MINOSA 2 below for further detail.

On March 30, 2021, Epsilon converted the aggregate indebtedness related to Tranche 3 totaling $ 1,448,697 into 411,562 shares of our common stock at a conversion price of $ 3.52 per share.

As an inducement for the issuance of the additional $ 3.0 million of promissory notes, we also delivered to Epsilon a common stock purchase warrant (the “Warrant”) pursuant to which Epsilon has the right to purchase up to 120,000 shares of our common stock at an exercise price of $ 3.52 per share, which exercise price represents the five-day

volume-weighted average price of our common stock for the five trading day period ending on the trading day immediately prior to the day on which the Warrant was issued.

Epsilon may exercise the Warrant in whole or in part at any time during the period ending October 1, 2021 .

The Warrant includes a cashless exercise feature and provides that, if Epsilon is in default of its obligations to fund any advance pursuant to and in accordance with the Restated Note Purchase Agreement, then, thereafter, the maximum aggregate number of shares of common stock that may be purchased under the Warrant shall be the number determined by multiplying 120,000 by a fraction, (a) the numerator of which is the aggregate principal amount of advances that have been extended to the OME by Epsilon pursuant to the Restated Note Purchase Agreement on or after the date of the Warrant and prior to the date of such failure and (b) the denominator of which is $ 3.0 million.

During November 2020, Epsilon exercised this warrant using the cashless exercise feature.

This exercise resulted in the issuance of 56,228 of our common shares and the forfeiture of the right to acquire the remaining 63,772 common shares.

Accounting considerations for additional tranches

We evaluated for proper classification under ASC 480 Distinguishing Liabilities from Equity (ASC 480), ASC 815

Derivatives and Hedging (ASC 815) and ASC 320 Property, Plant and Equipment (ASC 320).

We evaluated for proper classification under ASC 480 Distinguishing Liabilities from Equity

(“ASC 480”), ASC 815 Derivatives and Hedging

(“ASC 815”) and ASC 320 Property, Plant and Equipment

This debt agreement did not contain any embedded terms or features that have characteristics of derivatives.

Additionally,

the warrant agreement did not contain any terms or features that would preclude equity classification.

Additionally, the warrant agreement did not contain any terms or features that would preclude equity classification.

We were required to consider whether the hybrid contract embodied a beneficial conversion feature (“BCF”).

The allocations of the three

additional tranches were as follows.

The allocations of the three additional tranches were as follows.

Promissory Note

Beneficial Conversion Feature (“BCF”)*

A beneficial conversion feature arises when the calculation of the effective conversion price is less than the

Companys stock price on the date of issuance.

A beneficial conversion feature arises when the calculation of the effective conversion price is less than the Company’s stock price on the date of issuance.

Tranche 5 did not result in a BCF because the effective conversion price was greater than the company’s stock price on the date of issuance.

The Warrants fair value was calculated using Black-Scholes Merton (BSM).

The Warrant’s fair value was calculated using the Black-Scholes-Merton (“BSM”) pricing model.

The aggregate fair value of the Warrant totaled $ 303,712 .

Since the Warrant was issued as an inducement to Epsilon to issue additional debt, we recorded an inducement expense of $303,712.

For the twelve months ended December 31, 2020 and 2019, interest in the amount of $90,136 and $100,272,

respectively, was recorded.

Because the Warrant was issued as an inducement to Epsilon to issue additional debt, we recorded an inducement expense of $ 303,712 .

For the twelve months ended December 31, 2021 and 2020, interest expense in the amount of $ 34,520 and $ 90,136 , respectively, was recorded.

Term Extension (March 21, 2017)

On March 21, 2017 we entered into an amendment to the Restated Note Purchase Agreement with Epsilon.

In connection with the existing

$6.0 million of indebtedness, the adjusted principal balance is due and payable in full upon the earlier of (i) written demand by Epsilon or (ii) such time as Odyssey or the guarantor pays any other indebtedness for borrowed money

prior to its stated maturity date.

As such the Company amortized the notes up to their face value of $6,050,000 and they are classified as short-term.

However, since Epsilon converted the first $3.0 million into 670,455 of our common shares and

assigned $2.0 million to MINOSA, the current principal indebtedness at December 31, 2020 and 2019 is $1.0 million.

In connection with the existing $ 6.0 million of indebtedness, the adjusted principal balance is due and payable in full upon the earlier of (i) written demand by Epsilon or (ii) such time as Odyssey or the guarantor pays any other indebtedness for borrowed money prior to its stated maturity date.

As such the Company amortized the notes up to their face value of $ 6,050,000 and they were

classified as short-term.

he principal indebtedness at December 31, 2021 was zero and at December 31, 2020 was $ 1.0 million.

Note 5 – SMOM

On May 3, 2017, we entered into a Loan and Security Agreement (“Loan Agreement”) with SMOM.

Pursuant to the Loan

Agreement, SMOM agreed to loan us up to $3.0 million as evidenced by a convertible promissory note.

Pursuant to the Loan Agreement, SMOM agreed to loan us up to $ 3.0 million as evidenced by a convertible promissory note.

As a commitment fee, we assigned the remaining 50 % of our Neptune Minerals, LLC receivable to SMOM.

This receivable had zero carrying value on

our balance sheet and due to the age and collectability was deemed to have no fair value.

This receivable had zero carrying

value on our balance sheet and due to the age and collectability was deemed to have no fair value.

The indebtedness bears interest at a rate of 10 % per annum and matures on the second anniversary of this Loan Agreement which is May 3, 2019.

January 2020 this Loan Agreement was amended by increasing the interest rate to 18%.

On April 20, 2018, the loan was amended, and the principal amount of the Loan was increased to $3,500,000.

The loan balance at December 31, 2020 and 2019

is $3.5 million.

The holder has the option to convert up to $2.0 million of any unpaid principal and interest into up to 50% of the equity interest held by Odyssey in Aldama Mining Company, S.de R.L.

which is a wholly owned

subsidiary of ours.

During January 2021, this Loan Agreement was amended by increasing the interest rate to 18 %, effective January 1, 2021.

On April 20, 2018, the loan was amended, and the principal amount of the Loan was increased to $ 3.5 million.

The loan balance was zero at December 31, 2021 and $ 3.5

million at December 31, 2020.

The holder had the option to convert up to $ 2.0 million of any unpaid principal and interest into up to 50 % of the equity interest held by Odyssey in Aldama Mining Company, S.de R.L.

which is a wholly owned subsidiary of ours.

The conversion value of $ 1.0 million equates to 10 % of the equity interest in Aldama.

If the holder elects to acquire the entire 50% of the equity interest, the Holder has to pay the deficiency in cash.

As additional

consideration for the loan, the holder has the right to purchase from Odyssey all or a portion of the equity collateral (up to the 50% of the equity interest of Aldama) for the option consideration ($1.0 million for each 10% of equity

interests) during the period that is the later of (i) one year after the maturity date and (ii) one year after the loan is repaid in full, the expiration date.

The lender may also choose to extend the expiration date annually by paying

$500,000 for each year extended.

For the twelve months ended December 31, 2020 and 2019, interest in the amount of $350,958 and $349,999, respectively, was recorded.

If the holder elected to acquire the entire 50 % of the equity interest, the Holder had to pay the deficiency in cash.

As additional consideration for the loan, the holder has the right to purchase from Odyssey all or a portion of the equity collateral (up to the 50% of the equity interest of Aldama) for the option consideration ($ 1.0 million for each 10 % of equity interests) during the period that is the later of (i) one year after the maturity date and (ii) one year after the loan is repaid in full, the expiration date.

The lender was also able to extend the expiration date annually by paying $ 500,000 for each year extended.

For the twelve months ended December 31, 2021 and 2020, interest expense in the amount of $ 478,111 and $ 350,958 , respectively, was recorded.

Accounting considerations

We have accounted for this transaction as a financing transaction, wherein the net proceeds received were allocated to the financial

instruments issued.

Prior to making the accounting allocation, we evaluated for proper classification under ASC 480 Distinguishing Liabilities from Equity (ASC 480), ASC 815 Derivatives and Hedging (ASC 815) and

ASC 320 Property, Plant and Equipment (ASC 320).

This debt agreement did not contain any embedded terms or features

that have characteristics of derivatives.

We have accounted for this transaction as a financing transaction, wherein the net proceeds received were allocated to the financial instruments issued.

Prior to making the accounting allocation, we evaluated for proper classification under ASC 480 Distinguishing Liabilities from Equity

(“ASC 480”), ASC 815 Derivatives and Hedging

(“ASC 815”) and ASC 320 Property, Plant and Equipment

This debt agreement did not contain any embedded terms or features that have characteristics of derivatives.

However, we were required to consider whether the hybrid contract embodied a beneficial conversion feature (“BCF”).

The calculation of the effective conversion amount did not result in a BCF

because the effective conversion price was equal to the Companys stock price on the date of issuance.

The calculation of the effective conversion amount did not result in a BCF because the effective conversion price was equal to the Company’s stock price on the date of issuance.

On October 4, 2021 we entered into a Termination and Settlement agreement with Monaco that cancelled the entire indebtedness of approximately $5.2 million of principal and accrued interest related to this arrangement.

This agreement also terminated all conversion options.

See Note 13 below.

Note 6 – MINOSA 2

On August 10, 2017, we entered into a Note Purchase Agreement (the “Minosa Purchase Agreement”) with MINOSA.

Pursuant to the

Minosa Purchase Agreement, MINOSA agreed to loan Enterprises up to $3.0 million.

Pursuant to the Minosa Purchase Agreement, MINOSA agreed to loan Enterprises up to $ 3.0 million.

During 2017, we borrowed $ 2.7 million against this facility, and Epsilon assigned $ 2.0 million of its debt to MINOSA.

At December 31, 2020 and 2019,

the outstanding principal balance, including the Epsilon assignment, is $5.05 million.

The indebtedness is evidenced by a secured convertible promissory note (the Minosa Note) and bears interest at a rate equal to 10.0% per

At December 31, 2021 and December 31, 2020, the outstanding principal balance, including the Epsilon assignment, was $ 5.05 million.

The indebtedness is evidenced by a secured convertible promissory note (the “Minosa Note”) and bears interest at a rate equal to 10.0 % per annum.

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

provided, that MINOSA agreed not make a demand

for payment prior to the earlier of (a) an event of default (as defined in the Minosa Note) or (b) a date, which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that MINOSA intends to

demand payment.

provided, that MINOSA agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Minosa Note) or (b) a date, which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that MINOSA intends to demand payment.

MINOSA has not provided any notice they intend to issue a payment demand notice.

We unconditionally and irrevocably guaranteed all of the obligations under the Minosa Purchase Agreement and the Minosa Note.

MINOSA has the right to

convert all amounts outstanding under the Minosa Note into shares of our common stock upon 75 days notice to us or upon a merger, consolidation, third party tender offer, or similar transaction relating to us at the conversion price

of $4.41 per share.

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

This debt agreement did not contain any embedded terms or features that have characteristics

of derivatives.

MINOSA has the right to convert all amounts outstanding under the Minosa Note into shares of our common stock upon 75 days’ notice to us or upon a merger, consolidation, third party tender offer, or similar transaction relating to us at the conversion price of $ 4.35 per share.

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

On July 15, 2021, $ 404,633 of this indebtedness with accumulated interest of $ 159,082 was transferred to a director of the Company under the same terms as the original agreement, and that indebtedness continues to be convertible at a conversion price of $ 4.35

This transaction was reviewed and approved by the independent members of the Company’s board of directors.

This debt agreement did not contain any embedded terms or features that have characteristics of derivatives.

However, we were required to consider whether the hybrid contract embodied a beneficial conversion feature (“BCF”).

The calculation of the effective conversion amount did result in a BCF because the effective conversion

price was less than the Companys stock price on the date of issuance, therefore a BCF of $62,925 was recorded.

As of December 31, 2017, all of the BCF has been accreted to the income statement.

The BCF represented a debt discount that was

amortized over the life of the loan.

For the twelve months ended December 31, 2020 and 2019, interest in the amount of $506,381 and $504,998, respectively, was recorded.

As previously reported, Epsilon loaned us an aggregate of $6.0 million pursuant to an amended and restated convertible promissory Minosa

Note, dated as of March 18, 2016, as further amended and restated on October 1, 2016 (the Epsilon Note).

The BCF represented a debt discount that was amortized over the life of the loan.

For the twelve months ended December 31, 2021 and 2020, interest expense in the amount of $ 504,998 and $ 506,381 , respectively, was recorded.

As previously reported, Epsilon loaned us an aggregate of $ 6.0 million pursuant to an amended and restated convertible promissory Minosa Note, dated as of March 18, 2016, as further amended and restated on October 1, 2016 (the “Epsilon Note”).

Since then, Epsilon has assigned $ 2.0 million of the indebtedness under the Epsilon Note to MINOSA.

Epsilon, we entered into a second amended and restated convertible promissory note (the Second AR Epsilon Note), which further amends and restates the Epsilon Note.

The stated principal amount of the Second AR Epsilon Note is

$1.0 million (which reflects the outstanding principal balance remaining after giving effect to Epsilons (x) previous assignment of $2.0 million of the indebtedness under the Epsilon Note to MINOSA and (y) conversion of

$3.0 million of the indebtedness under the Epsilon Note into shares of our common stock).

The Second AR Epsilon Note further provides that the outstanding principal balance under the Second AR Epsilon Note and all accrued interest and fees are

due and payable upon written demand by Epsilon;

provided, that Epsilon agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Second AR Epsilon Note) or (b) a date, which may be no earlier

than December 31, 2017, that is at least 60 days subsequent to written notice that MINOSA intends to demand payment.

closing of the Minosa Purchase Agreement, along with MINOSA, and Penelope Mining LLC, an affiliate of Minosa (Penelope), executed and delivered a Second Amended and Restated Waiver and Consent and Amendment No.

5 to Promissory Note

and Amendment No.

Along with Epsilon, we entered into a second amended and restated convertible promissory note (the “Second AR Epsilon Note”), which further amends and restates the Epsilon Note.

The stated principal amount of the Second AR Epsilon Note is $ 1.0 million (which reflects the outstanding principal balance remaining after giving effect to Epsilon’s (x) previous assignment of $ 2.0 million of the indebtedness under the Epsilon Note to MINOSA and (y) conversion of $ 3.0 million of the indebtedness under the Epsilon Note into shares of our common stock).

The Second AR Epsilon Note further provides that the outstanding principal balance under the Second AR Epsilon Note and all accrued interest and fees are due and payable upon written demand by Epsilon;

provided, that Epsilon agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Second AR Epsilon Note) or (b) a date, which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that MINOSA intends to demand payment.

Upon the closing of the Minosa Purchase Agreement, along with MINOSA, and Penelope Mining LLC, an affiliate of Minosa (“Penelope”), executed and delivered a Second Amended and Restated Waiver and Consent and Amendment No.

5 to Promissory Note and Amendment No.

2 to Stock Purchase Agreement (the “Second AR Waiver”).

Pursuant to the Second AR Waiver, Minosa and Penelope consented to the transactions contemplated by the Minosa Purchase Agreement and waived any

breach of any representation or warranty and violation of any covenant in the Stock Purchase Agreement, dated as of March 11, 2015, as amended April 10, 2015 (the SPA), by and among us, Minosa, and Penelope, arising out of the

Companys execution and delivery of the Minosa Purchase Agreement and the consummation of the transactions contemplated thereby.

Pursuant to the Second AR Waiver, we also waived, and agreed not to exercise our right to terminate the SPA

pursuant to Section 8.1(c)(ii) thereto, both (a) until after the earlier of (i) July 1, 2018, (ii) the date that MINOSA fails, refuses, or declines to fund (or otherwise does not fund) any subsequent loan under the Minosa

Purchase Agreement and (iii) demand is made for repayment of all or any part of the indebtedness outstanding under the Minosa Note, the Second AR Epsilon Note, or the Promissory Note, dated as of March 11, 2015, as amended (the SPA

Note), in the principal amount of $14.75 million that was issued by us to MINOSA under the SPA, and (b) unless on or prior to such termination, the Notes are paid in full.

The Second AR Waiver (x) further provides that following any conversion of the indebtedness evidenced by the Minosa Note, Penelope

may elect to reduce its commitment to purchase our preferred stock under the SPA by the amount of indebtedness converted by MINOSA and (y) amends the SPA Note to provide that the outstanding principal balance under the SPA Note and all accrued

interest and fees are due and payable upon written demand by MINOSA;

provided, that Minosa agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Minosa Note) or (b) a date, which may be no

earlier than December 31, 2017, that is at least 60 days subsequent to written notice that Minosa intends to demand payment.

obligations under the Minosa Note may be accelerated upon the occurrence of specified events of default including (a) our failure to pay any amount payable under the Minosa Note on the date due and payable;

(b) our failure to perform or

observe any term, covenant, or agreement in the Minosa Note or the related documents, subject to a five-day cure period;

an event of default or material breach by us under any of the other loan documents;

Pursuant to the Second AR Waiver, Minosa and Penelope consented to the transactions contemplated by the Minosa Purchase Agreement and waived any breach of any representation or warranty and violation of any covenant in the Stock Purchase Agreement, dated as of March 11, 2015, as amended April 10, 2015 (the “SPA”), by and among us, Minosa, and Penelope, arising out of the Company’s execution and delivery of the Minosa Purchase Agreement and the consummation of the transactions contemplated thereby.

Pursuant to the Second AR Waiver, we also waived, and agreed not to exercise our right to terminate the SPA pursuant to Section 8.1(c)(ii) thereto, both (a) until after the earlier of (i) July 1, 2018, (ii) the date that MINOSA fails, refuses, or declines to fund (or otherwise does not fund) any subsequent loan under the Minosa Purchase Agreement and (iii) demand is made for repayment of all or any part of the indebtedness outstanding under the Minosa Note, the Second AR Epsilon Note, or the Promissory Note, dated as of March 11, 2015, as amended (the “SPA Note”), in the principal amount of $ 14.75 million that was issued by us to MINOSA under the SPA, and (b) unless on or prior to such termination, the Notes are paid in full.

The Second AR Waiver (x) further provides that following any conversion of the indebtedness evidenced by the Minosa Note, Penelope may elect to reduce its commitment to purchase our preferred stock under the SPA by the amount of indebtedness converted by MINOSA and (y) amends the SPA Note to provide that the outstanding principal balance under the SPA Note and all accrued interest and fees are due and payable upon written demand by MINOSA;

provided, that Minosa agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Minosa Note) or (b) a date, which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that Minosa intends to demand payment.

The obligations under the Minosa Note may be accelerated upon the occurrence of specified events of default including (a) our failure to pay any amount payable under the Minosa Note on the date due and payable;

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

(c) the occurrence and expiration of all applicable grace periods, if any, of an event of default or material breach by us under any of the other loan documents;

(d) the termination of the SPA;

(e) commencement of certain specified dissolution, liquidation, insolvency, bankruptcy, reorganization, or similar cases or

actions by or against us, in specified circumstances unless dismissed or stayed within 60 days;

(e) commencement of certain specified dissolution, liquidation, insolvency, bankruptcy, reorganization, or similar cases or actions by or against us, in specified circumstances unless dismissed or stayed within 60 days;

(f) the entry of a judgment or award against us in excess of $ 100,000 ;

and (g) the occurrence of a change in control (as defined in the Minosa

Pursuant to second amended and restated pledge agreements (the Second AR Pledge Agreements) entered into by us in

favor of MINOSA, we pledged and granted security interests to MINOSA in (a) the 54 million cuotas (a unit of ownership under Panamanian law) of Oceanica held by us, (b) all notes and other receivables from Oceanica and its subsidiary

owed to us, and (c) all of the outstanding equity in our wholly owned subsidiary, Odyssey Marine Enterprises, Ltd.

In connection with the execution and delivery of the Minosa Purchase Agreement, Odyssey and

MINOSA entered into a second amended and restated registration rights agreement (the Second AR Registration Rights Agreement) pursuant to which Odyssey agreed to register the offer and sale of the shares (the Conversion

Shares) of our common stock issuable upon the conversion of the indebtedness evidenced by the Minosa Note.

Subject to specified limitations set forth in the Second AR Registration Rights Agreement, including that we are eligible to use Form S-3, the holder of the Minosa Note can require us to register the offer and sale of the Conversion Shares if the aggregate offering price thereof (before any underwriting discounts and commissions) is not less than

$3.0 million.

the Conversion Shares and to thereafter use its reasonable best efforts to have such registration statement declared effective by the Securities and Exchange Commission.

and (g) the occurrence of a change in control (as defined in the Minosa Note).

Pursuant to second amended and restated pledge agreements (the “Second AR Pledge Agreements”) entered into by us in favor of MINOSA, we pledged and granted security interests to MINOSA in (a) the 54 million cuotas (a unit of ownership under Panamanian law) of Oceanica held by us, (b) all notes and other receivables from Oceanica and its subsidiary owed to us, and (c) all of the outstanding equity in our wholly owned subsidiary, Odyssey Marine Enterprises, Ltd.

In connection with the execution and delivery of the Minosa Purchase Agreement, Odyssey and MINOSA entered into a second amended and restated registration rights agreement (the “Second AR Registration Rights Agreement”) pursuant to which Odyssey agreed to register the offer and sale of the shares (the “Conversion Shares”) of our common stock issuable upon the conversion of the indebtedness evidenced by the Minosa Note.

Subject to specified limitations set forth in the Second AR Registration Rights Agreement, including that we are eligible to use Form S-3,

the holder of the Minosa Note can require us to register the offer and sale of the Conversion Shares if the aggregate offering price thereof (before any underwriting discounts and commissions) is not less than $ 3.0 million.

In addition, we agreed to file a registration statement relating to the offer and sale of the Conversion Shares on a continuous basis promptly (but in no event later than 60 days after) after the conversion of the Minosa Note into the Conversion Shares and to thereafter use its reasonable best efforts to have such registration statement declared effective by the Securities and Exchange Commission.

Note 7 – Monaco 2018

period ended March 31, 2018, Monaco advanced us $1.0 million that was applied to a loan agreement that was executed on April 20, 2018.

Monaco also agreed to treat $99,366 of back rent owed by us to Monaco as part of this loan

resulting in an aggregate principal amount of $1,099,367 at December 31, 2020 and 2019.

During the period ended March 31, 2018, Monaco advanced us $ 1.0 million that was included in a loan agreement that was executed on April 20, 2018.

Monaco also agreed to treat $ 99,366 of back rent owed by us to Monaco as part of this loan resulting in an aggregate principal amount of $ 1,099,366 at December 31, 2020.

The indebtedness bears interest at 10.0 % percent per year.

During January 2020 this loan agreement was amended by increasing the interest rate to 18%.

principal and any unpaid interest is to be payable on the first anniversary of this agreement, April 20, 2019.

During January 2021, this loan agreement was amended by increasing the interest rate to 18 %, effective January 1, 2021.

All principal and any unpaid interest are payable on the first anniversary of this agreement, April 20, 2019.

This debt is secured by cash proceeds, if any, from our future shipwreck projects we have contracted with Magellan.

As additional

consideration, their share purchase option expiration date, as discussed in Note 1 Monaco 2014 and Note 2 Monaco 2016 above, has been extended from 30 days to seven months after the note becomes paid in full.

For the twelve months

ended December 31, 2020 and 2019, interest in the amount of $138,333 and $123,466, respectively, was recorded.

As additional consideration, their share purchase option expiration date, as discussed in Note 1 – Monaco 2014 and Note 2 – Monaco 2016 above, has been extended from 30 days to seven months after the note becomes paid in full For the twelve months ended December 31, 2021 and 2020, interest expense in the amount of $ 209,229 and $ 138,333 , respectively, was recorded.

On October 4, 2021 we entered into a Termination and Settlement agreement with Monaco that cancelled the entire indebtedness of approximately $ 1.6 million of principal and accrued interest related to this arrangement.

This agreement also terminated all conversion options.

As a result, the principal amount is zero at December 31, 2021.

See Note 13 below.

Note 8 – Promissory note

On July 12, 2018, we entered into a Note and Warrant Purchase Agreement (the Purchase Agreement) with two individuals

(the Lenders), one of whom holds in excess of 5.0% of our outstanding common stock.

Pursuant to the Purchase Agreement, the Lenders agreed to lend an aggregate of $1,050,000 to us, which was advanced in three tranches on July 12,

2018, $500,000, August 17, 2018, $300,000 and October 4, 2018, $250,000.

The indebtedness is evidenced by secured convertible promissory notes (the Notes) and bears interest at a rate equal to 8.0% per annum.

Unless otherwise

converted as described below, the entire outstanding principal balance under the Notes and all accrued interest and fees are due and payable on July 12, 2019.

At any time after to the first to occur of (a) a sale by us of additional Notes or (b) September 12, 2018, the Lenders have the

right to convert all amounts outstanding under the Notes into either (x) shares of our common stock at the conversion rate of $8.00 per share, (y) $500,000 of the indebtedness owed by Exploraciones Oceanicas S.

On July 12, 2018, we entered into a Note and Warrant Purchase Agreement (the “Purchase Agreement”) with

two individuals (the “Lenders”), one of whom holds in excess of

5.0 % of our outstanding common stock.

Pursuant to the Purchase Agreement, the Lenders agreed to lend an aggregate of $

1,050,000 to us, which was advanced in three tranches on July 12, 2018, $

500,000 , August 17, 2018, $

300,000 and October 4, 2018, $

The indebtedness is evidenced by secured convertible promissory notes (the “Notes”) and bears interest at a rate equal to

Unless otherwise converted as described below, the entire outstanding principal balance under the Notes and all accrued interest and fees are due and payable on July 12, 2019.

See “Term Extension (July 8, 2019)” below.

At any time after to the first to occur of (a) a sale by us of additional Notes or (b) September 12, 2018, the Lenders have the right to convert all amounts outstanding under the Notes into either (x) shares of our common stock at the conversion rate of $

8.00 per share, (y) $

500,000 of the indebtedness owed by Exploraciones Oceanicas S.

(“ExO”) to Oceanica Marine Operations, S.R.L.

(OMO), or (z) a 7.5% interest in Aldama Mining Company, S.

(“OMO”), or (z) a

7.5 % interest in Aldama Mining Company, S.

We indirectly hold a controlling interest in ExO;

OMO and Aldama are indirect,

wholly owned subsidiaries of ours.

In connection with the issuance and sale of the Notes, we issued warrants to purchase common stock

(the Warrants) to the Lenders.

The Lenders may exercise the Warrants to purchase an aggregate of 50,000 shares of our common stock at an exercise price of $12.00 per share.

The Warrants are exercisable during the period commencing on the

date on which the Notes are converted into shares of our common stock and ending on July 12, 2021.

Pursuant to a Pledge Agreement,

dated as of July 12, 2018 (the Pledge Agreement), our obligations under the Notes are secured by a pledge of a portion of Odysseys ownership interest in Aldama and another entity.

Pursuant to a Registration Rights Agreement (the Rights Agreement) among us and the Lenders, we granted the Lenders

piggy-back registration rights with respect to the shares of our common stock issuable upon conversion of the Notes and the exercise of the Warrants.

The Purchase Agreement, the Notes, the Warrants, the Pledge Agreement, and the Rights Agreement include representations and warranties and

other covenants, conditions, and other provisions customary for comparable transactions.

We have accounted for this transaction as a

financing transaction, wherein the net proceeds received were allocated to the financial instruments issued.

Prior to making the accounting allocation, we evaluated the transaction for proper classification under ASC 480 Distinguishing Liabilities

from Equity (ASC 480), ASC 815 Derivatives and Hedging (ASC 815).

We determined that the debt achieved conventional convertible status and that the equity

conversion option was in the money at inception which required the calculation of a beneficial conversion feature (BCF).

The fair value of the warrants and BCF component exceeded the amount of proceeds, therefore, they were limited to

the cash proceeds of $1,050,000 at December 31, 2018.

OMO and Aldama are indirect, wholly owned subsidiaries of ours.

In connection with the issuance and sale of the Notes, we issued warrants to purchase common stock (the “Warrants”) to the Lenders.

The Lenders may exercise the Warrants to purchase an aggregate of

65,625 shares of our common stock at an exercise price of $

12.00 per share.

The Warrants are exercisable during the period commencing on the date on which the Notes are converted into shares of our common stock and ending on July 12, 2021.

Pursuant to a Pledge Agreement, dated as of July 12, 2018 (the “Pledge Agreement”), our obligations under the Notes are secured by a pledge of a portion of Odyssey’s ownership interest in Aldama and another entity.

Pursuant to a Registration Rights Agreement (the “Rights Agreement”) among us and the Lenders, we granted the Lenders “piggy-back” registration rights with respect to the shares of our common stock issuable upon conversion of the Notes and the exercise of the Warrants.

The Purchase Agreement, the Notes, the Warrants, the Pledge Agreement, and the Rights Agreement include representations and warranties and other covenants, conditions, and other provisions customary for comparable transactions.

We have accounted for this transaction as a financing transaction, wherein the net proceeds received were allocated to the financial instruments issued.

Prior to making the accounting allocation, we evaluated the transaction for proper classification under ASC 480 Distinguishing Liabilities from Equity (“ASC 480”), ASC 815 Derivatives and Hedging (“ASC 815”).

We determined that the debt achieved conventional convertible status and that the equity conversion option was in the money at inception which required the calculation of a beneficial conversion feature (“BCF”).

The fair value of the warrants

and BCF component exceeded the amount of proceeds, therefore, they were limited to the cash proceeds of $ 1,050,000 at December 31, 2018.

As a result, there was no value allocated to the debt at inception.

The debt was being accreted to face value over its term using the effective interest method.

The face value of this debt

was $1.05 million at December 31, 2020 and 2019.

For the twelve months ended December 31, 2020 and 2019, interest in the amount of $97,652 and $89,911, respectively, was recorded.

The face value of this debt was zero at December 31 2021 and $ 1.05 million at December 31, 2020.

For the twelve months ended December 31, 2021 and 2020, interest expense in the amount of $ 54,734 and $ 97,652 , respectively, was recorded.

Term Extension (July 8, 2019)

On July 8, 2019, Odyssey and the Lenders entered into a Second Amendment to Note and Warrant Purchase Agreement and Note and Warrant

Modification Agreement (the Second Amendment) pursuant to which certain terms and provisions of the Notes and Warrants were amended or otherwise modified.

The material terms and provisions that were amended or otherwise modified are as

the maturity date of the Notes was extended by one year, to July 12, 2020;

the conversion rate of the Notes and the exercise price of the Warrants were modified to $5.756, which

represented the market price of Odysseys common stock as of July 7, 2019, the day before the Second Amendment was signed;

On July 8, 2019, Odyssey and the Lenders entered into a Second Amendment to Note and Warrant Purchase Agreement and Note and Warrant Modification Agreement (the “Second Amendment”) pursuant to which certain terms and provisions of the Notes and Warrants were amended or otherwise modified.

The material terms and provisions that were amended or otherwise modified are as follows:

the maturity date of the Notes was extended by one year, to July 12, 2020 (the parties are currently in discussions to further extend the maturity date of the Notes);

the conversion rate of the Notes and the exercise price of the Warrants were modified to $ 5.756 , which represented the “market price” of Odyssey’s common stock as of July 7, 2019, the day before the Second Amendment was signed;

the Notes are unsecured;

the Notes are convertible only into shares of Odyssey common stock;

the modified Warrants are exercisable at any time until July 8, 2024 to purchase an aggregate of 196,135

shares of our common stock.

We evaluated the amendments impact on the accounting for the Note in accordance with

ASC 470-50-40-6 through 12 to determine whether extinguishment accounting was appropriate.

The modification had a cash flow

effect on a present value basis of less than 10%.

However, the reduction in the conversion price resulted in a change in the fair value of the embedded conversion option that was more than 10% of the carrying value of the Note immediately prior to

the modification.

the modified Warrants are exercisable at any time until July 8, 2024 to purchase an aggregate of 196,135 shares of our common stock.

We evaluated the amendment’s impact on the accounting for the Note in accordance with ASC 470-50-40-6

through 12 to determine whether extinguishment accounting was appropriate.

The modification had a cash flow effect on a present value basis of less than 10 %.

However, the reduction in the conversion price resulted in a change in the fair value of the embedded conversion option that was more than 10 % of the carrying value of the Note immediately prior to the modification.

Because the amendment resulted in a substantial modification, extinguishment accounting was required, and we recorded a loss on the extinguishment of debt of $ 290,024 .

The extinguishment accounting resulted in a fair value

reacquisition price of this debt of $1,340,024.

The extinguishment accounting resulted in a fair value reacquisition price of this debt of $ 1,340,024 .

The premium of $ 290,024 was being amortized over the remaining life of the debt.

The warrant modification was treated as an inducement to extend the debt therefore the fair value of the warrants of

$868,878 was a period expense and charged to interest expense with an offset to equity.

The warrant modification was treated as an inducement to extend the debt therefore the fair value of the warrants of $ 868,878 was a period expense and charged to interest expense with an offset to equity.

Term Extension (August 14, 2020)

On August 14, 2020, we entered into a Third Amendment to Note and Warrant Purchase Agreement and Note and Warrant

Modification Agreement (the Third Amendment) with the Lenders.

Certain terms and provisions of the Notes were modified, and we issued a new warrant to purchase common stock to each of the Lenders as consideration for them entering into

the Third Amendment.

On August 14, 2020, we entered into a Third Amendment to Note and Warrant Purchase Agreement and Note and Warrant Modification Agreement (the “Third Amendment”) with the Lenders.

Certain terms and provisions of the Notes were modified, and we issued a new warrant to purchase common stock to each of the Lenders as consideration for them entering into the Third Amendment.

The warrants have an exercise price of $ 4.67 and are exercisable any time until August 14, 2023 .

3 unchanged sentences

As of August 14, 2020, the aggregate amount of indebtedness outstanding under the Notes was $ 1,232,846 .

As amended by the Third

Amendment, the Notes are convertible into an aggregate of 263,993 shares of our common stock, and the new Warrants are exercisable to purchase an aggregate of 131,996 shares of our common stock for $4.67 per share.

The modification of the Notes and the issuance of the warrants, were evaluated under ASC 470-50-40, Debt Modification and Extinguishments. By applying the guidance, the Notes were determined to be substantially different and the transaction qualified for extinguishment accounting.

a result, we recorded a loss on extinguishment of approximately

$777,500, which included the fair value of the warrants given as consideration for the modification.

The premium of $358,497 is being amortized over the remaining life of the debt.

amortization for the twelve months ended December 31, 2020 and 2019 was $323,171 and $129,487, respectively.

As amended by the Third Amendment, the Notes are convertible into an aggregate of 263,993 shares of our common stock, and the new Warrants are exercisable to purchase an aggregate of 131,996 shares of our common stock for $ 4.67 per share.

The modification of the Notes and the issuance of the warrants, were evaluated under ASC 470-50-40,

“Debt Modification and Extinguishments.” By applying the guidance, the Notes were determined to be substantially different and the transaction qualified for extinguishment accounting.

As a result, we recorded a loss on extinguishment of approximately $ 777,500 , which included the fair value of the warrants given as consideration for the modification.

The premium of $ 358,497 was amortized over the remaining life of the debt.

The related amortization for the years ended December 31, 2021 and

was $ 195,863 and $ 323,171 , respectively.

The unamortized premium at December 31, 2021 was zero and at December 31, 2020 it was $ 195,863 .

Upon maturity of this indebtedness on July 12, 2021, the Lenders converted the Note and interest totaling $ 1,325,582 into 283,850 shares of our common stock.

The conversion price was $ 4.67 per share of common stock.

Note 9 – Litigation Financing

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

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

Claimholders 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

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

de C.V., our Mexican subsidiary (“ExO” and, together with Odyssey, the “Claimholder”), and Poplar Falls LLC (the “Funder”) entered into an International Claims Enforcement Agreement (the “Agreement”), pursuant to which the Funder agreed to provide financial assistance to the Claimholder to facilitate the prosecution and recovery of the claim by the Claimholder against the United Mexican States under Chapter Eleven of the North American Free Trade Agreement (“NAFTA”) for violations of the Claimholder’s rights under NAFTA related to the development of an undersea phosphate deposit off the coast of Baja Sur, Mexico (the “Project”), on our own behalf and on behalf of ExO and United Mexican States (the “Subject Claim”).

Pursuant to the Agreement, the Funder agreed to specified fees and expenses regarding the Subject Claim (the “Claims Payments”) incrementally and at the Funder’s sole discretion.

Under the terms of the Agreement, the Funder agreed to make Claims Payments in an aggregate amount not to exceed $6,500,000 (the Maximum

Investment Amount).

Under the terms of the Agreement, the Funder agreed to make Claims Payments in an aggregate amount not to exceed $ 6,500,000 (the “Maximum Investment Amount”).

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

a first phase, in which the Funder shall make Claims Payments in an aggregate amount no greater than $1,500,000

for the payment of antecedent and ongoing costs (Phase I Investment Amount);

a second phase, in which the Funder shall make Claims Payments in an aggregate amount no greater than

$5,000,000 for the purposes of pursuing the Subject Claim to a final award (Phase II Investment Amount).

Upon exhaustion of the Phase I Investment Amount, the Claimholder will have the option to request Tranche A of the Phase II

Investment Amount, consisting of funding up to $3.5 million (Tranche A Committed Amount).

Upon exhaustion of the Tranche A Committed Amount, the Claimholder will have the option to request Tranche B of the

Phase II Investment Amount, consisting of funding of up to $1.5 million (Tranche B Committed Amount).

The Claimholder must exercise its option to receive the Tranche A Committed Amount in writing, no less than thirty

days before submitting a Funding Request to the Funder under Tranche A.

The Claimholder must exercise its option to receive the Tranche B Committed Amount in writing within forty-five days after the exhaustion of the Tranche A

Committed Amount.

Pursuant to the Agreement, the Claimholder agreed that, upon exercising the Claimholders 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 the same terms and conditions provided in

the Agreement.

a first phase, in which the Funder shall make Claims Payments in an aggregate amount no greater than $ 1,500,000 for the payment of antecedent and ongoing costs (“Phase I Investment Amount”);

a second phase, in which the Funder shall make Claims Payments in an aggregate amount no greater than $ 5,000,000 for the purposes of pursuing the Subject Claim to a final award (“Phase II Investment Amount”).

Upon exhaustion of the Phase I Investment Amount, the Claimholder will have the option to request Tranche A of the Phase II Investment Amount, consisting of funding up to $ 3.5 million (“Tranche A Committed Amount”).

Upon exhaustion of the Tranche A Committed Amount, the Claimholder will have the option to request Tranche B of the Phase II Investment Amount, consisting of funding of up to $ 1.5 million (“Tranche B Committed Amount”).

The Claimholder must exercise its option to receive the Tranche A Committed Amount in writing, no less than thirty days before submitting a Funding Request to the Funder under Tranche A.

The Claimholder must exercise its option to receive the Tranche B Committed Amount in writing within forty-five days after the exhaustion of the Tranche A Committed Amount.

Pursuant to the Agreement, the Claimholder agreed that, upon exercising the Claimholder’s option to receive funds under Phase I, Tranche A of Phase II, or Tranche B of Phase II, the Funder will be the sole source of third-party funding for the specified fees and expenses of the Subject Claim under each respective phase and tranche covered by the option exercised, and the Claimholder will obtain funding for such fees and expenses, only as set forth in the Agreement.

The Funder was due closing fee of $ 80,000 for the Phase I Investment Amount, and $ 80,000 for the Phase II Investment Amount to pay third parties in connection with due diligence and other administrative and transaction costs incurred by the Funder prior to and in furtherance of execution of the Agreement.

Upon the Funder making Claims Payments to the Claimholder or its designees in an aggregate amount equal to the Maximum Investment Amount, the Funder has the option to continue funding the specified fees and expenses in relation to the Subject Claim on the same terms and conditions provided in the Agreement.

The Funder must exercise its option to continue funding in writing, within thirty days after the Funder has made Claims Payments in an aggregate amount equal to the Maximum Investment Amount.

If the Funder exercises its option to

continue funding, the parties agreed to attempt in good faith to amend the Agreement to provide the Funder with the right to provide at the Funders 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 Funders 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 Funders 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.

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.

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”).

If the Claimholder ceases the Subject Claim due to the grant of an environmental permit (with or without a monetary component), all Claims Payments under Phase 1 and, if the Claimholder has exercised the corresponding option, the Tranche A Committed Amount and Tranche B Committed Amount shall immediately convert to a senior secured liability of the Claimholder and shall incur an annualized an IRR of 50.0% on the Conversion Amount, from the conversion date.

Management has estimated it is more likely than not the Subject Claim will result in the issuance of the environmental permit requiring us to record interest under Generally Accepted Accounting Principles.

Reliance should not be

placed on this estimate in determining the likely outcome of the Subject Claim.

If, at any time after exercising its option to receive

funds under either Tranche A or Tranche B of Phase II, the Claimholder wishes to fund the Subject Claim with its own capital (Self-Funding) (which excludes any Claims Payments made, either directly or indirectly, by any

other third party), the Claimholder shall immediately pay to the Funder the Conversion Amount, provided that this requirement shall not apply if, after the Funder has made Claims Payments in an aggregate amount equal to the Maximum Investment

Amount, the Funder does not exercise its option to provide Follow-On Funding.

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.

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 Funders rights to the Recovery Percentage as defined below

shall survive any decision by Claimholder to utilize Self-Funding.

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.

Claimholder has relinquished its right to the portion of the proceeds, if any, that the Funder would have the right to as described below.

This sale of proceeds is being accounted for under the guidance of ASC 470-10-25 Recognition (Sales of Future Revenues)

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:

If the Claimholder receives only the Phase I Investment Amount from the Funder, the first Proceeds shall be

distributed as follows:

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;

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;

The Claimholder has relinquished its right to the portion of the proceeds, if any, that the Funder would have the right to as described below.

This sale of proceeds is being accounted for under the guidance of ASC 470-10-25

Recognition (Sales of Future Revenues)

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:

If the Claimholder receives only the Phase I Investment Amount from the Funder, the first Proceeds shall be distributed as follows:

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;

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;

thereafter, 100.0% to the Claimholder.

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:

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;

second, 100.0% to the Funder until the cumulative amount distributed to the Funder equals an additional 300.0%

of Phase I Investment Amount;

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:

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;

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 $3.5 million), less any amounts remaining of the Tranche A Committed Amount that

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;

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;

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;

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

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

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 Funders 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.

(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).

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

Claimholders litigation support costs in connection with Subject Claim;

A closing fee of $200,000 has been retained by the Funder in connection with due diligence and other transaction

costs incurred by the Funder;

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 share 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);

The Funder agreed to provide up to $ 2.2 million in Arbitration Support Funds for the purpose of paying the Claimholder’s litigation support costs in connection with Subject Claim;

A closing fee of $ 200,000 has been retained by the Funder in connection with due diligence and other transaction costs incurred by the Funder;

A warrant was issued to purchase our common stock which is exercisable for a period of five years beginning on the earlier of (a) the date on which the Claimholder ceases the Subject Claim for any reason other than a full and final arbitral award against the Claimholder or a full and final monetary settlement of the claims or (b) the date on which Proceeds are received and deposited into escrow.

The exercise price per share is $ 3.99 , and the Funder can exercise the warrant to purchase the number of shares of our common stock equal to the dollar amount of Arbitration Support Funds provided to us pursuant to the Restated Agreement divided by the exercise price per share (subject to customary adjustments and limitations);

All other terms in the Restated Agreement are substantially the same as in the original Agreement.

During 2020, the Funder provided us with $2.0 million of the Arbitration Support Funds, and we incurred $200,000

in related fees that were treated as an additional advance.

During 2020, the Funder provided us with $ 2.0 million of the Arbitration Support Funds, and we incurred $ 200,000 in related fees that were treated as an additional advance.

Upon each funding, the proceeds were allocated between debt and equity for the warrants based on the relative fair value of the two instruments.

As a result, there was a debt discount of

$1,063,811 which is being amortized over the expected remaining term of the agreement using the effective interest method which is charged to interest expense.

Although the warrants only become exercisable upon the occurrence of future events, they are

considered issued for accounting purposes and were valued using a binomial lattice model.

The expected volatility assumption was based on the historical volatility of our common stock.

The expected life assumption was primarily based on

managements 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.

As a result, there was a debt discount of $ 1,063,811 which is being amortized over the expected remaining term of the agreement using the effective interest method which is charged to interest expense.

Although the warrants only become exercisable upon the occurrence of future events, they are considered issued for accounting purposes and were valued using a binomial lattice model.

The expected volatility assumption was based on the

historical volatility of our common stock.

The expected life assumption was primarily based on management’s expectations of when the Warrants will become exercisable and the risk-free interest rate for the expected term of the warrant is based on the U.S.

Treasury yield curve in effect at the time of measurement.

Second Amendment and Restatement (December 12, 2020)

On December 12, 2020, the Claimholder and the Funder entered into a Second Amended and Restated International Claims Enforcement Agreement

(the Second Restated Agreement) relating to the Subject Claim.

Under the terms of the Second Restated Agreement, the Funder has made and agreed to make Claims Payments in an aggregate amount not to exceed $20,000,000 (the Maximum

Investment Amount).

The Second Restated Agreement requires the Funder to make Claims Payments in an aggregate amount no greater than $10,000,000 for the purposes of pursuing the Subject Claim to a final award (Phase III Investment

On December 12, 2020, the Claimholder and the Funder entered into a Second Amended and Restated International Claims Enforcement Agreement (the “Second Restated Agreement”) relating to the Subject Claim.

Under the terms of the Second Restated Agreement, the Funder has made and agreed to make Claims Payments in an aggregate amount not to exceed $ 20,000,000 (the “Maximum Investment Amount”).

The Second Restated Agreement requires the Funder to make Claims Payments in an aggregate amount no greater than $ 10,000,000 for the purposes of pursuing the Subject Claim to a final award (“Phase III Investment Amount”).

We also incurred $ 200,000 in related fees which were treated as an additional advance.

This Second Restated Agreement includes the same representations and warranties, covenants, conditions, termination and indemnification provisions,

and other provisions as in the original agreement.

For the twelve months ended December 31, 2020 and 2019, interest expense in the

amount of $3,668,242 and $369,505, respectively, was recorded.

For the twelve months ended December 31, 2020, we recorded $172,849 of interest expense from the amortization of the debt discount and $52,214 interest from the fee amortization.

The December 31, 2020 carrying value of the note is $10,968,729 and is net of unamortized debt fees of $347,786 as well as the net unamortized debt discount of $890,962 associated with the fair value of the warrants.

The total face value of

this obligation at December 31, 2020 and 2019 was $12,207,477 and $2,957,097, respectively.

Note 10 37North

On December 6, 2019, we entered into a Note Purchase Agreement (the Purchase Agreement) with 37North Capital SPV 11, LLC (the

Investor) pursuant to which the Investor agreed to lend, in one or more transactions (each, a Loan), up to an aggregate of $2.0 million to us, subject to the terms and conditions of the Purchase Agreement.

December 10, 2019, the Investor made a Loan to us in the amount of $539,000 pursuant to the Purchase Agreement.

An additional Loan of $490,000 was made in the first quarter of 2020.

Each Loan is evidenced by a separate convertible promissory

note (each, a Note).

Unless otherwise converted as described below, the entire outstanding amount of all Loans was originally due and payable on June 6, 2020.

As described in additional detail below, the maturity date was

subsequently extended to November 6, 2020, and on December 8, 2020, the Company waived the maturity date extension causing the maturity date to revert back to June 6, 2020 (the Maturity Date).

At any time and from time to time until the three-month anniversary of the Maturity Date, all or any portion of the outstanding amount of each

Note may, at the Investors election, be converted into shares of our common stock, par value $0.0001 per share (Conversion Shares).

The number of Conversion Shares to be issued upon any conversion shall be equal to the quotient

obtained by dividing the Applicable Conversion Amount (as defined below) by the Applicable Conversion Rate (as defined below).

As defined in the Purchase Agreement, the Applicable Conversion Amount means, on the date of

determination and with respect to each Note, (a) for the period beginning on the date of issuance and ending on the day immediately preceding the Maturity Date, an amount equal to 100.0% of the amount of the Loan evidenced by such Note then

(b) on the Maturity Date, 136.0% of the amount of the Loan evidenced by such Note then outstanding (such amount, the Enhanced Conversion Amount);

Maturity Date and for a period of three months thereafter (such three-month period, the Accrual Period), an amount equal to (i) the Enhanced Conversion Amount then outstanding plus (ii) an additional amount equal to 3.0% per

month (prorated for any period of less than a full month) accrued on the amount described in clause (i);

and (d) on any date after the Accrual Period, the amount then outstanding after giving effect to the accrual described in clause

(c) during the Accrual Period (it being understood that no additional amount shall accrue after the expiration of the Accrual Period);

and Applicable Conversion Rate means (x) with respect to any conversion on or prior to the

Maturity Date, $5.00, and (y) with respect to any conversion after the Maturity Date, the lower of (i) $5.00 and (ii) 80.0% of the ten-day volume-weighted average price of Odysseys common

Notwithstanding anything in the Purchase Agreement to the contrary, we are prohibited from issuing any Conversion Shares, to the extent such shares, after giving effect to such issuance after conversion and when added to the number of

Conversion Shares previously issued upon conversion of any of the Notes sold pursuant to the Purchase Agreement, would represent in excess of 19.9% of (A) the number of shares of our common stock outstanding immediately after giving effect to

such issuances or (B) the total voting power of our securities outstanding immediately after giving effect to such issuances that are entitled to vote on a matter being voted on by holders of our common stock.

On May 6, 2020, Odyssey and the Investor agreed to amend the Purchase Agreement to

additionally provide that, notwithstanding anything in the Purchase Agreement to the contrary, Odyssey is prohibited from issuing any Conversion Shares, to the extent such shares, after giving effect to such issuance after conversion and when added

to the number of Conversion Shares previously issued upon conversion of any of the Notes sold pursuant to the Purchase Agreement, would represent in excess of 19.9% of the number of shares of Common Stock outstanding as of December 6, 2019.

to a reference to the effective date of the amendment in the definition of the maturity date, the maturity date of the Note was inadvertently revised from June 6, 2020 to November 6, 2020.

Thus, on December 8, 2020 the Company amended

the Notes to adjust the maturity date back to the original date of June 6, 2020 and to extend the option to convert to December 31, 2020.

The modifications were evaluated under FASB ASC Topic 470-50-40, Debt Modification and Extinguishments but the instruments were determined not to be substantially different and extinguishment accounting did not apply.

During the year ended December 31, 2020, the Investor converted the entire loan balance into 329,498 shares of our common stock at

conversion rates ranging from $3.71 to $5.00 per share.

If, at any time prior to the Maturity Date, (a) we receive cash proceeds

(the Shipwreck Proceeds) arising out of our salvage agreement relating to cargo recovered from a specified shipwreck, and (ii) the amount of the Shipwreck Proceeds equals at least 155.0% of the then-unpaid amount of all Loans, then

we must repay in full the indebtedness outstanding under all the Notes by delivery of an amount equal to 155.0% of the then-unpaid amount of all Loans.

In addition, at any time prior to the Maturity Date, we may repay all (but not less than all) of

the then-unpaid amount of all Loans by delivery of an amount equal to 155.0% of the then-unpaid amount of all Loans;

provided, that we must provide the Investor at least ten days notice of our intention to repay the indebtedness.

The Purchase Agreement and the Notes issued by Odyssey on December 10, 2019 and January 29, 2020, include representations and

warranties and other covenants, conditions, and other provisions customary for comparable transactions.

We evaluated the Notes in

accordance with ASC Topic 815, Derivatives and Hedging, and determined that they contain certain embedded derivatives whose economic risks and characteristics were not clearly and closely related to the risks of the host contract.

embedded derivative features consisted of the embedded conversion option and contingent redemption provisions.

We elected to initially and subsequently measure the Notes in their entirety at fair value, with changes in fair value recognized in

FASB ASC 825-10-25 allows us to elect the fair value option for recording financial instruments when they are initially recognized or if there is an

event that requires re-measurement of the instruments at fair value, such as a significant modification of the debt.

Because the Notes are carried in their entirety at fair value, the value of the compound embedded conversion feature is embodied in that fair

The Company estimates the fair value of the hybrid instrument based on a probability weighted analysis which considers the present value of the cash flows using a credit risk adjusted rate enhanced by the redemption feature and the value of

the conversion option valued using a Monte Carlo model.

This method was considered by management to be the most appropriate method of encompassing the credit risk and exercise behavior that a market participant would consider when valuing the hybrid

financial instrument.

Inputs used to value the hybrid instrument during the year ended December 31, 2020 included, (i) present

value of future cash flows using a credit risk adjusted rate ranging from 18%-24% due solely to changes in benchmark interest rates, (ii) remaining term to maturity, (iii) volatility ranging from 35%-87%, (iv) closing stock price on the valuation date, and (v) the conversion price based on the lesser of $5.00 or 80% of the 10-day VWAP.

Material changes due to

instrument-specific credit risk are recorded in Other Comprehensive Income with all other changes in value being recorded in net income.

The fair value of the hybrid instrument was $861,484 as of December 31, 2019.

During the year ended December 31, 2020, we received

additional proceeds of $490,000, recorded a change in the fair value of the hybrid instrument of $732,958 and fully converted the Notes into 329,498 shares of our Common Stock.

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

Third Amendment and Restatement (June 14, 2021)

On June 14, 2021, the Claimholder and the Funder entered into a Third Amended and Restated International Claims Enforcement Agreement (the “Third Restated Agreement”) relating to the Subject Claim.

Under the terms of the Third Restated Agreement, the Funder agreed to make Claims Payments in an aggregate amount not to exceed $ 25,000,000 , an increase of $ 5.0 million (the “Incremental Amount”).

The Third Restated Agreement requires the Claimholder to request $2.5 million of the Incremental Amount (the “First $2.5 Million”).

Within 15 days after exhaustion of the First $2.5 Million, the Claimholder may either (a) request the remaining $2.5 million (the “Second $2.5 Million”) of the Incremental Amount or (b) notify the Funder that the Claimholder has decided to self-fund the Second $2.5 Million.

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

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

For the twelve months ended December 31, 2021 and 2020, interest expense in the amount of $ 7,354,940 and $ 3,668,242 , respectively, was recorded.

For the years ended December 31, 2021 and 2020, we recorded $ 241,034 and $ 172,849 , respectively, of interest expense from the amortization of the debt discount and $ 133,993 and $ 52,214 interest from the fee amortization, respectively.

The December 31, 2021 and December 31, 2020 carrying value of the debt is $ 18,323,097 and $ 10,968,729 , respectively, and is net of unamortized debt fees of $ 293,793 and $ 347,786 , respectively, as well as the net unamortized debt discount of $ 649,928 and $ 890,962 , respectively, associated with the fair value of the warrant.

The total face value of this obligation at December 31, 2021 and December 31, 2020 was $ 19,266,818 and 12,207,477 , respectively.

Note 10 – Payroll protection program

We applied to Fifth Third Bancorp (Fifth Third) under the Small Business Administration (the SBA) Paycheck Protection

Program of the Coronavirus Aid, Relief and Economic Security Act of 2020 (the CARES Act) for a loan of $370,400 (the Loan), and the Loan was made on April 16, 2020.

The proceeds of the Loan were used to cover payroll

costs, rent and utilities in accordance with the relevant terms and conditions of the CARES Act.

The Loan, which is evidenced by promissory note issued by us (the Promissory

Note), has a two-year term, matures on April 16, 2022, and bears interest at a rate of 0.98% per annum.

Monthly principal and interest payments, less the amount of any potential

forgiveness (discussed below), will commence seven months from the month this Note is dated.

We applied to Fifth Third Bancorp (“Fifth Third”) under the Small Business Administration (the “SBA”) Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”) for a loan of $ 370,400 (the “Loan”), and the Loan was made on April 16, 2020.

The proceeds of the Loan were used to cover payroll costs, rent and utilities in accordance with the relevant terms and conditions of the CARES Act.

The Loan, which is evidenced by promissory note issued by us (the “Promissory Note”), has a two-year term,

matures on April 16, 2022 , and bears interest at a rate of 0.98 % per annum.

Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below), will commence seven months from the month this Note is dated.

We did not provide any collateral or guarantees for the Loan, nor did we pay any facility charge to obtain the Loan.

The Promissory Note provides for

customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects.

Odyssey may prepay the principal of the Loan at any time without incurring any

prepayment charges.

For the twelve months ended December 31, 2020 and 2019, we recorded interest expense in the amount of $936 and $0, respectively.

The Loan may be forgiven partially or fully if the Loan proceeds are used for covered payroll costs, rent and utilities, provided that such

amounts are incurred during the eight-week period that commenced on April 16, 2020, and at least 75% of any forgiven amount has been used for covered payroll costs.

During June 2020, the 75% requirement was reduced to 60% and the eight-week

period was amended to a 24-week period.

Any forgiveness of the Loan will be subject to approval by the SBA and Fifth Third and will require us to apply for such treatment in the future.

The Promissory Note provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects.

Odyssey may prepay the principal of the Loan at any time without incurring any prepayment charges.

For the twelve months ended December 31, 2021 and 2020, interest expense in the amount of $ 1,788 and $ 936 , respectively, was recorded.

At December 31, 2021, the outstanding principal was zero and at December 31, 2020, was $ 370,400 .

We applied for 100 % forgiveness with Fifth Third Bank during March 2021.

In July 2021, we received communication from Fifth Third Bank and the SBA confirming 100 % of this Loan was forgiven and paid in full effective July 1, 2021.

The forgiven amount was included in Other income in our Consolidated Statements of Operations .

Note 11 – 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).

On June 26, 2020, we executed the standard loan documents required for securing an Economic Injury Disaster Loan (the “EIDL Loan”) from the United States Small Business Administration (the “SBA”).

The principal amount of the EIDL Loan is $ 149,900 , with proceeds to be used for working capital purposes.

Interest on the EIDL Loan accrues at the rate of

3.75% per annum and installment payments, including principal and interest of $731, are due monthly beginning twelve months from the date of the EIDL Loan.

The balance of principal and interest is payable thirty years from the date of the

promissory note.

In connection with the EIDL Loan, the Company executed the EIDL Loan documents, which include the SBA Secured Disaster Loan Note, dated May 16, 2020, the Loan Authorization and Agreement, dated May 16, 2020, and

the Security Agreement, dated May 16, 2020, each between the SBA and the Company.

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 early 2021, the SBA extended this 12 month period to 24 months setting the first payment due date in May 2022.

The balance of principal and interest is payable thirty years from the date of the promissory note.

For the twelve months ended December 31, 2021 and 2020, interest expense in the amount of $ 10,102 and $ 0 , respectively, was recorded.

At December 31, 2021 and 2020, the outstanding principal balance was $ 149,900 .

Note 12 – Vendor note payable

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

This trade payable bears simple annual interest at a rate of 12 %.

The balance due was $ 484,009 at December 31, 2021 and 2020.

As collateral, we granted the vendor a primary lien on certain of our equipment.

The carrying value of this equipment is zero .

This agreement matured in August 2018 .

During the period ended June 30, 2018, we sold various marine equipment to Magellan for $ 1.0 million and the assumption of this vendor’s trade payable and accrued interest, however, we remain as guarantor on this trade payable.

Included in this equipment is the equipment noted above the vendor has a primary lien on.

The vendor consented to Magellan’s assumption of this debt but did not release us from our obligations.

If Magellan defaults and the vendor forecloses on this equipment currently in Magellan’s possession, we would then have a contingent liability to Magellan in the amount of $ 0.5 million for two of the key assets.

The Company subsequently received back one of the two key assets thus reducing the contingent liability to $ 0.3 million.

For the twelve months ended December 31, 2021 and 2020, interest expense in the amount of $ 58,083 and $ 58,240 , respectively, was recorded.

Note 13 – Monaco

On October 4, 2021, we and Monaco Financial, LLC and certain associated entities (collectively with Monaco, the “Monaco Parties”) entered into a Termination and Settlement Agreement (the “Termination Agreement”).

We were parties to various loan arrangements and other commercial contractual relationships, and the purposes of the Termination Agreement were to terminate the loan agreements and contractual relationships and to settle the outstanding obligations thereunder between us and the Monaco Parties.

As for loan arrangements that relate to this transaction, see above notes:

Note 1 Monaco – 2014, Note 2 Monaco – 2016, Note 5 SMOM and Note 7 Monaco – 2018.

Pursuant to the Termination Agreement, the loan agreements and contractual relationships were terminated, and we agreed to (a) issue 984,848 shares of our common stock (the “Settlement Shares”) to Monaco and (b) pay Monaco an aggregate amount of $ 3.0 million (the “Settlement Cash”) no later than December 1, 2021.

The Settlement Shares were issued at a price equal to $ 6.60 per share, totaling $ 6.5 million, which was negotiated by the parties with reference to the recent market prices of our common stock and the other terms of the Termination Agreement.

We delivered $ 500,000 of the Settlement Cash to Monaco upon execution and delivery of the Termination Agreement.

At Monaco’s option, Monaco has the right, but not the obligation, to receive the remaining $ 2.5 million in shares of our common stock rather than in cash.

This amount was to be settled December 1, 2021 but remain ed

outstanding at December 31, 2021.

This indebtedness does not carry an interest rate.

If Monaco exercises the right, Odyssey will issue to Monaco the number of shares determined by dividing $ 2.5 million by the greater of $ 4.95 or 90 % of the then-applicable five-day volume-weighted

average price per share of common stock.

Under the terms of the Termination Agreement, (a) the Monaco Parties agreed that approximately $ 14.5 million of indebtedness, which includes accrued interest, owed by us to the Monaco Parties was satisfied in full and (b) certain of the Monaco Parties assigned to us all of their right, title, and interest in a portion of the proceeds from a specified shipwreck project.

If received by us, these proceeds will be applied to the $ 2.5 million obligation.

As a result of the termination of the loan agreements and contractual relationships, (x) our right to receive a percentage of the proceeds derived by the Monaco Parties from certain shipwreck projects was terminated, and (y) Monaco’s option to convert certain indebtedness held by it into shares of Oceanica Resources, S.

held indirectly by us was terminated.

The Termination Agreement also sets forth mutual releases and other customary representations, warranties, and covenants of the parties.

The Company determined that the embedded conversion feature was clearly and closely related to the host contract and met the scope exception under FASB ASC 815-40.

it did not require derivative liability classification under ASC 815.

The Company then evaluated the conversion feature under FASB ASC 470-20,

“Debt with conversion and other options” for consideration of any beneficial conversion features (“BCF”).

Based on the market price of the common stock on the date of the agreement as compared to the conversion price, they determined there was a BCF of 232,175 which was recorded in additional paid-in

A BCF results in a debt discount which should be amortized over the stated maturity of the convertible instrument, or the earliest potential conversion date.

Since the contract was convertible upon issuance, the discount was immediately accreted and charged to interest expense.

As a result of the Termination Agreement, we recognized a gain on debt settlement of approximately $ 5.2 million, which represented the difference between the loan principal, accrued interest and accounts payable forgiven of approximately $ 14.7 million and total consideration given of approximately $ 9.5 million.

The shares of common stock issuable under the Termination Agreement were offered and sold pursuant to a base prospectus and a prospectus supplement, both filed pursuant to Odyssey’s shelf registration statement on Form S-3

0333-227666).

Accrued interest

Total accrued interest associated with our financings was $ 21,875,753 and $ 18,002,386 as of December 31, 2021 and December 31, 2020, respectively.

Long-Term Obligation Maturities:

We have two obligations that span greater than twelve months.

For our lease obligations, see Lease commitment in NOTE O Commitments and

Contingencies for further information on our operating lease obligations.

See NOTE H LOANS PAYABLE, Note 9 Litigation Financing, Note 10 Payroll Protection Program and Note 12 Emergency Injury Disaster Loan for further

detail regarding the repayment and maturity on the December 31, 2020 debt balances totaling $11,489,029.

For our lease obligations, see Lease commitment in NOTE O – Commitments and Contingencies for further information on our operating lease obligations.

See NOTE H – LOANS PAYABLE, Note 9 – Litigation Financing and Note 1 1

– Emergency Injury Disaster Loan for further detail regarding the repayment and maturity on the December 31, 2021 debt balances totaling $ 18,472,997 .

NOTE I – ACCRUED EXPENSES

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Total accrued expenses

Professional fees are mainly attributable to legal fees and other professional services in support of

Professional fees are mainly attributable to legal fees and other professional services in support of operations and the NAFTA litigation.

Compensation and incentives at December 31, 2021 includes $ 0.9 million accrued incentive awards for the company employees at December 31, 2020 and prior and $ 0.7 million additional for 2021.

The Board of Directors

will only approve incentives to be paid when and if there is sufficient excess cash above and beyond normal operating requirements.

Payment of the incentives is subject to Board approval.

Other operating at December 31, 2021 contains general expense items resulting from general operations.

primary expense in Other operating $0.9 million is for accrued exploration permits.

The primary expense in Other operating is

$ 1.8 million for exploration permits.

Accrued interest is due to several lenders per debt agreements described in NOTE H.

During the quarter ended September 30, 2019, we received an earnest

money deposit of $450,000 from a company controlled by Greg Stemm, our past Chairman of the Board (see NOTE J for further information).

During the quarter ended September 30, 2019, we received an earnest money deposit of $ 450,000 from a company controlled by Greg Stemm, our past Chairman of the Board (see NOTE J for further information).

The earnest money deposit relates to a draft agreement related to potential sale of a stake of our equity in CIC.

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NOTE J – RELATED PARTY TRANSACTIONS

During 2018 we entered into a services agreement with and continue to provide services to a deep-sea

mineral exploration company, CIC, which was organized and is majority owned and controlled by Greg Stemm, the past Chairman of the Board for Odyssey.

Stemms involvement with this company was disclosed to, and approved by, the

Odyssey Board of Directors and legal counsel pursuant to the terms of his consulting agreement.

We are providing these services pursuant to a Master Services Agreement that provides for back office services in exchange for a recurring monthly

fee as well as other mineral related services on a cost-plus profit basis and will be compensated for these services with a combination of cash and equity in CIC.

For the 2020 year to date, we invoiced CIC a total of $848,588, which was for back

office technical and support services.

We currently provide services to a deep-sea

mineral exploration company, CIC, which was organized and is majority owned and controlled by Greg Stemm, Odyssey’s past Chairman of the Board.

Stemm’s involvement with this company was disclosed to, and approved by, the Odyssey Board of Directors and legal counsel pursuant to the terms of Mr.

Stemm’s consulting agreement in eff ect

at that time.

We are providing these services pursuant to a Master Services Agreement that provides for back-office services in exchange for a recurring monthly fee as well as other deep-sea

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

For 2021, we invoiced CIC a total of $ 921,238 , which was for technical and support services.

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

See NOTE C for related accounts receivable at December 31, 2020 and NOTE G for our investment in an unconsolidated entity.

During the quarter ended September 30, 2019, we received an earnest money deposit of $450,000 from a company controlled by Greg

Stemm, our past Chairman of the Board.

The earnest money deposit relates to a draft agreement related to potential sell of a stake of our equity in CIC.

As of this report date, this transaction has not been consummated.

The deposit is included in

accrued expenses (NOTE I) in our statement of consolidated balance sheets.

During September 2019, we entered into an arrangement with a

company controlled by one of our directors relating to its possible participation in a pending financing arrangement.

Upon entering the arrangement, we received an earnest deposit of $150,000.

If the companys participation was not required,

the arrangement called for the return of the $150,000 deposit plus a 10% break-up-fee.

The companys participation was not required.

$145,000 remained payable

to the director at December 31, 2019 and is included in accounts payable and other in our statement of consolidated balance sheets.

This amount was paid in full subsequent to December 31, 2019.

The above terms and amounts are not necessarily indicative of the terms and amounts that would have been incurred had comparable transactions

been entered into with independent parties.

See NOTE C for related accounts receivable at December 31, 2021 and 2020 and NOTE G for our investment in an unconsolidated entity.

The above terms and amounts are not necessarily indicative of the terms and amounts that would have been incurred had comparable transactions been entered into with independent parties.

On July 15, 2021, MINOSA assigned $ 404,633 of its indebtedness with accumulated accrued interest of

$ 159,082 to a director of the Company under the same terms as the original agreement, and that indebtedness continues to be convertible at a conversion price of $ 4.35 .

This transaction was reviewed and approved by the independent members of the Company’s board of directors

, see NOTE H – LOANS PAYABLE (Note 6 – MINOSA 2) for detail.

NOTE K – DEFERRED INCOME AND REVENUE PARTICIPATION RIGHTS

The Company’s participating revenue rights and deferred revenue consisted of the following for the respective year end:

Seattle project

Galt Resources, LLC (HMS Victory

Total revenue participation rights

Seattle project

In a private placement that closed in September 2000, we sold units consisting of Republic Revenue Participation

Certificates and Common Stock.

Each $50,000 unit entitled the holder to 1% of the gross revenue generated by the now named Seattle project (formerly referred to as the Republic project), and 100,000

shares of Common Stock.

Gross revenue is defined as all cash proceeds payable to us as a result of the Seattle project, excluding funds received by us to finance the project.

The participating rights balance will be amortized under the units of revenue method once management can reasonably estimate potential revenue

for each of these projects.

The RPCs for the above projects do not have a termination date;

therefore, these liabilities will be carried on the books until revenue is recognized from these projects or we permanently abandon either project.

In a private placement that closed in September 2000, we sold “units” consisting of “ Republic”

Revenue Participation Certificates and Common Stock.

Each $ 50,000 “unit” entitled the holder to 1 % of the gross revenue generated by the now named “ Seattle

” project (formerly referred to as the “ Republic

” project), and 100,000 shares of Common Stock.

Gross revenue is defined as all cash proceeds payable to us as a result of the “ Seattle

” project, excluding funds received by us to finance the project.

The participation rights balance was to be amortized under the units of revenue method once management was able to reasonably estimate potential revenue for this project.

The RPCs for the “ Seattle

project do not have a termination date;

therefore, these liabilities were to be carried on the books until revenue is recognized from the project or we permanently abandon the project, which was confirmed by management in June 2021.

Therefore, the amount was written off and is included in Other income (expense) in our Consolidated Statements of Operations.

Galt Resources, LLC

In February 2011, we

entered into a project syndication deal with Galt Resources LLC (Galt) for which they invested $7,512,500 representing rights to future revenues of any one project Galt selected prior to December 31, 2011.

If the project is

successful and generates sufficient proceeds, Galt will recoup their investment plus three times the investment.

In February 2011, we entered into a project syndication deal with Galt Resources LLC (“Galt”) for which they invested $ 7,512,500 representing rights to future revenues of any one project Galt selected prior to December 31, 2011.

If the project is successful and generates sufficient proceeds, Galt will recoup their investment plus three times the investment.

Galt’s investment return will be paid out of project proceeds.

receive 50% of project proceeds until this amount is recouped.

Galt will receive 50 % of project proceeds until this amount is recouped.

Thereafter, they will share in additional net proceeds of the project at the rate of 1 % for every million invested.

Subsequent to the original syndication deal, we reached an agreement

permitting Galt to bifurcate their selection between two projects, the SS Gairsoppa and HMS Victory with the residual 1% on additional net proceeds assigned to the HMS Victory project only.

The bifurcation resulted in $3,756,250

being allocated to each of the two projects.

Therefore, Galt will receive 7.5125% of net proceeds from the HMS Victory project after they recoup their investment of $3,756,250 plus three times the investment.

Galt has been paid in full for

their share of the Gairsoppa project investment.

There are no future payments remaining due to Galt for the Gairsoppa project.

Based on the timing of the proceeds earmarked for Galt, the relative corresponding amount of Galts

revenue participation right of $3,756,250 was amortized into revenue in 2012 based upon the percent of Galt-related proceeds from the sale of silver as a percentage of total proceeds that Galt earned under the revenue participation agreement ($15.0

There is no expiration date on the Galt deal for the HMS Victory project.

If the archaeological excavation of the shipwreck is performed and insufficient proceeds are obtained, then the deferred income balance will be recognized as

other income.

If the archaeological excavation of the shipwreck is performed and sufficient proceeds are obtained, then the deferred income balance will be recognized as revenue.

Subsequent to the original syndication deal, we reached an agreement permitting Galt to bifurcate their selection between two projects, the SS Gairsoppa

and HMS Victory

with the residual 1% on additional net proceeds assigned to the HMS Victory

project only.

The bifurcation resulted in $3,756,250 being allocated to each of the two projects.

Therefore, Galt was entitled to receive 7.5125 % of net proceeds from the HMS Victory

project after they recoup their investment of $3,756,250 plus three times the investment.

Galt has been paid in full for their share of the Gairsoppa

project investment.

There are no future payments remaining due to Galt for the Gairsoppa

Based on the timing of the proceeds earmarked for Galt, the relative corresponding amount of Galt’s revenue participation right of $ 3,756,250 was amortized into revenue in 2012 based upon the percent of Galt-related proceeds from the sale of silver as a percentage of total proceeds that Galt earned under the revenue participation agreement ($ 15.0 million).

There was no expiration date on the Galt deal for the HMS Victory

If the archaeological excavation of the shipwreck is performed and insufficient proceeds obtained, then the deferred income balance would be recognized as other income.

If the archaeological excavation of the shipwreck was performed and sufficient proceeds obtained, then the deferred income balance would be recognized as revenue.

This project syndication agreement was mutually terminated in June 2021.

Therefore, the carrying amount was written off to Other income (expense) in our Consolidated Statements of Operations.

NOTE L – STOCKHOLDERS’ EQUITY/(DEFICIT)

On October 31, 2018, we

sold in the aggregate 700,000 shares of our common stock and warrants to purchase up to 700,000 shares of our common stock.

The common stock and warrants were sold in units, with each unit consisting of one share of common stock and a warrant to

purchase one shares of common stock.

The purchase price for each unit is $7.155.

The warrants have an exercise price of $7.155 per share of common stock and are exercisable in accordance with their terms at any time on or before the close of

business on November 2, 2023.

On July 9, 2019, we acquired a 79.9% interest in Bismarck Mining Corporation (PNG) Limited

(Bismarck), a Papua New Guinea company (see NOTE F).

The consideration we paid to the seller for Bismarck was 249,584 shares of our common stock.

On August 21, 2020, we sold an aggregate of 2,553,314 shares of our common stock and warrants to purchase up to 1,901,989 shares of our

common stock.

On August 21, 2020, we sold an aggregate of 2,553,314 shares of our common stock and warrants to purchase up to 1,901,985 shares of our common stock.

The net proceeds received from sale, after offering expenses of $ 0.3 million, of which $ 0.2 million were withheld to cover fees, were $ 11.2 million.

The shares of common stock and warrants were sold in units, with each

unit consisting of one share of common stock and a warrant to purchase up to 0.6 shares of common stock.

The shares of common stock and warrants were sold in units, with each unit consisting of one share of common stock and a warrant to purchase up to 0.6 shares of common stock.

The purchase price for each unit was $ 4.543 .

The warrants have an exercise price of $4.75 per share of common stock and are exercisable at any

time during the three-year period commencing six months after issuance.

In conjunction with the Note and Warrant Purchase Agreement related to Note 8 Operating loan 2018 in NOTE H, we originally issued

warrants to purchase an aggregate of 65,625 shares of common stock in connection with the notes that were issued.

These warrants had an expiration date of July 21, 2021, an exercise price of $12.00 and were exercisable to purchase 65,625 shares

of our common stock.

The warrants have an exercise price of $ 4.75 per share of common stock and are exercisable at any time during the three-year period commencing six months after issuance.

In conjunction with the Note and Warrant Purchase Agreement related to Note 8 – Promissory note 2018 in NOTE H, we originally issued warrants to purchase an aggregate of 65,625 shares of common stock in connection with the notes that were issued.

These warrants had an expiration date of July 21, 2021 , an exercise price of $ 12.00 , and were exercisable to purchase 65,625 shares of our common stock.

On July 8, 2019 we entered into a Second Amendment to Note and Warrant Purchase Agreement and Warrant Modification Agreement.

As a result, the lenders now hold warrants to purchase an aggregate of 196,135 shares of our

common stock at an exercise price of $5.756 per share.

As a result, the lenders now hold warrants to purchase an aggregate of 196,135 shares of our common stock at an exercise price of $ 5.756 per share.

These warrants are exercisable at any time until July 12, 2024 .

On August 14, 2020, this loan was modified and extended to July 12, 2021.

In conjunction with the extension, the

lenders received warrants to purchase an aggregate of 131,996 shares of our common stock at 4.67 per share.

In conjunction with the extension, the lenders received warrants to purchase an aggregate of 131,996 shares of our common stock at $ 4.67 per share.

These warrants expire on August 14, 2023 .

Included in the Restated Agreement as described in NOTE I, Note 9 Litigation financing, during the twelve-months ended

December 31, 2020, we issued a warrant allowing the lender to purchase up to 551,378 shares of our common stock at $3.99.

The warrant is contingently exercisable and will become exercisable on the date on which we cease the Subject Claim for

any reason other than (i) a full and final arbitral award against the Claimholder or (ii) a full and final monetary settlement of the claims or the date on which Proceeds are deposited into the Escrow Account.

The warrant has a five-year

life that commences on the date it becomes exercisable.

In conjunction with our sale of shares common stock and warrants on August 21, 2020 as

described above, we issued warrants to purchase up to 1,901,989 shares of our common stock.

The warrants have an exercise price of $4.75 per share and are exercisable at any time during the three-year period commencing six months after issuance.

Included in the Restated Agreement as described in NOTE H, Note 9 – Litigation financing, during 2019, we issued a warrant allowing the lender to purchase up to 551,378 shares of our common stock at $ 3.99 .

The warrant is contingently exercisable and will become exercisable on the date on which we cease the Subject Claim for any reason other than (i) a full and final arbitral award against the Claimholder or (ii) a full and final monetary settlement of the claims or the date on which Proceeds are deposited into the Escrow Account.

The warrant has a five-year life that commences on the date it becomes exercisable.

In conjunction with our sale of shares common stock and warrants on August 21, 2020 as described above, we issued warrants to purchase up to 1,901,985 shares of our common stock.

The warrants have an exercise price of $ 4.75 per share and are exercisable at any time during the three-year period commencing six months after the August 21, 2020 sale of our common stock, which is February 21, 2021.

Convertible Preferred Stock

March 11, 2015, we entered into a Stock Purchase Agreement (the Purchase Agreement) with Penelope Mining LLC (the Investor), and, solely with respect to certain provisions of the Purchase Agreement, Minera del Norte,

On March 11, 2015, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Penelope Mining LLC (the “Investor”), and, solely with respect to certain provisions of the Purchase Agreement, Minera del Norte, S.A.

(the “Lender”).

The Purchase Agreement provides for the Company to issue and sell to the Investor shares of the Companys preferred stock in the amounts set forth in the following table (numbers have been adjusted for the

February 2016 reverse stock split):

Preferred Stock

The Purchase Agreement provides for the Company to issue and sell to the Investor shares of the Company’s preferred stock in the amounts set forth in the following table (numbers have been adjusted for the February 2016 reverse stock split):

Convertible Preferred Stock

Price Per Share

The Investors option to purchase the Series AA-2 shares is

subject to the closing price of the Common Stock on the NASDAQ market having been greater than or equal to $15.12 per share for a period of twenty (20) consecutive business days on which the NASDAQ market is open.

The closing of the sale and issuance of shares of the Companys preferred stock to the Investor is subject to certain conditions,

including the Companys receipt of required approvals from the Companys stockholders, the receipt of regulatory approval, performance by the Company of its obligations under the Stock Purchase Agreement, the listing of the underlying

common stock on the NASDAQ Stock Market and the Investors satisfaction, in its sole discretion, with the viability of certain undersea mining projects of the Company.

The Investor’s option to purchase the Series AA-2

shares is subject to the closing price of the Common Stock on the NASDAQ market having been greater than or equal to $ 15.12 per share for a period of twenty ( 20 ) consecutive business days on which the NASDAQ market is open.

The closing of the sale and issuance of shares of the Company’s preferred stock to the Investor is subject to certain conditions, including the Company’s receipt of required approvals from the Company’s stockholders, the receipt of regulatory approval, performance by the Company of its obligations under the Stock Purchase Agreement, the listing of the underlying common stock on the NASDAQ Stock Market and the Investor’s satisfaction, in its sole discretion, with the viability of certain undersea mining projects of the Company.

This transaction received stockholders’ approval on June 9, 2015.

Completion of the transaction requires amending the Companys articles of incorporation to (a) effect a reverse stock split, which was done on February 19, 2016, (b) adjusting the Companys authorized capitalization, which

was also done on February 19, 2016, and (c) establishing a classified board of directors (collectively, the Amendments).

The Amendments have been or will be set forth in certificates of amendment to the Companys articles

of incorporation filed or to be filed with the Nevada Secretary of State.

Completion of the transaction requires amending the Company’s articles of incorporation to (a) effect a reverse stock split, which was done on February 19, 2016, (b) adjusting the Company’s authorized capitalization, which was also done on February 19, 2016, and (c) establishing a classified board of directors (collectively, the “Amendments”).

The Amendments have been or will be set forth in certificates of amendment to the Company’s articles of incorporation filed or to be filed with the Nevada Secretary of State.

Series AA Convertible Preferred Stock Designation

The Purchase Agreement provides for the issuance of up to 8,427,004 shares of Series AA-1

Convertible Preferred Stock, par value $0.0001 per share (the Series AA-1 Preferred) and 7,223,145 shares of Series AA-2 Convertible Preferred Stock, par

value $0.0001 per share (the Series AA-2 Preferred), subject to stockholder approval which was received on June 9, 2015 and satisfaction of other conditions.

Significant terms and conditions

of the Series AA Preferred are as follows:

If and when the Company declares a dividend and any other

distribution (including, without limitation, in cash, in capital stock (which shall include, without limitation, any options, warrants or other rights to acquire capital stock) of the Company, then the holders of each share of Series AA Preferred

Stock are entitled to receive, a dividend or distribution in an amount equal to the amount of dividend or distribution received by the holders of common stock for which such share of Series AA Preferred Stock is convertible.

Convertible Preferred Stock, par value $ 0.0001 per share (the “Series AA-1

Preferred”) and 7,223,145 shares of Series AA-2

Convertible Preferred Stock, par value $ 0.0001 per share (the “Series AA-2

Preferred”), subject to stockholder approval which was received on June 9, 2015 and satisfaction of other conditions.

Significant terms and conditions of the Series AA Preferred are as follows:

If and when the Company declares a dividend and any other distribution (including, without limitation, in cash, in capital stock (which shall include, without limitation, any options, warrants or other rights to acquire capital stock) of the Company, then the holders of each share of Series AA Preferred Stock are entitled to receive, a dividend or distribution in an amount equal to the amount of dividend or distribution received by the holders of common stock for which such share of Series AA Preferred Stock is convertible.

Liquidation Preference

The Liquidation Preference on each share of Series AA Preferred Stock is its Stated Value plus accretion

at the rate of 8% per annum compounded on each December 31 from the date of issue of such share until the date such share is converted.

For any accretion period which is less than a full year, the Liquidation

Preference shall accrete in an amount to be computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed.

The Liquidation Preference on each share of Series AA Preferred Stock is its Stated Value plus accretion at the rate of 8 % per annum compounded on each December 31 from the date of issue of such share until the date such share is converted.

For any accretion period which is less than a full year, the Liquidation Preference shall accrete in an amount to be computed on the basis of a 360-day

year of twelve 30-day

months and the actual number of days elapsed.

Voting Rights

The holders of Series AA Preferred will be entitled to one vote for each share of common stock into which the

Series AA Preferred is convertible and will be entitled to notice of meetings of stockholders.

The holders of Series AA Preferred will be entitled to one vote for each share of common stock into which the Series AA Preferred is convertible and will be entitled to notice of meetings of stockholders.

Conversion Rights

time after the Preferred Shares have been issued, any holder of shares of Series AA Preferred may convert any or all of the shares of preferred stock into one fully paid and non-assessable share of Common

At any time after the Preferred Shares have been issued, any holder of shares of Series AA Preferred may convert any or all of the shares of preferred stock into one fully paid and non-assessable

share of Common Stock.

Adjustments to Conversion Rights

If Odyssey pays a dividend or makes a

distribution on its common stock in shares of common stock, subdivides its outstanding common stock into a greater number of shares, or combines its outstanding common stock into a smaller number of shares, or if there is a reorganization, or a

merger or consolidation of Odyssey with or into any other entity which results in a conversion, exchange, or cancellation of the common stock, or a sale of all or substantially all of Odysseys assets, then the conversion rights described above

will be adjusted appropriately so that each holder of Series AA Preferred will receive the securities or other consideration the holder would have received if the holders Series AA Preferred had been converted before the happening of the

exercisable for shares of common stock with a conversion price or exercise price less than the conversion price for the Series AA Preferred.

If Odyssey pays a dividend or makes a distribution on its common stock in shares of common stock, subdivides its outstanding common stock into a greater number of shares, or combines its outstanding common stock into a smaller number of shares, or if there is a reorganization, or a merger or consolidation of Odyssey with or into any other entity which results in a conversion, exchange, or cancellation of the common stock, or a sale of all or substantially all of Odyssey’s assets, then the conversion rights described above will be adjusted appropriately so that each holder of Series AA Preferred will receive the securities or other consideration the holder would have received if the holder’s Series AA Preferred had been converted before the happening of the event.

The conversion price in effect from time to time is also subject to downward adjustment if we issue or sell shares of common stock for a purchase price less than the conversion price or if we issue or sell shares convertible into or exercisable for shares of common stock with a conversion price or exercise price less than the conversion price for the Series AA Preferred.

Accounting considerations

stated above the issuance of the Series AA Convertible Preferred Stock is based on certain contingencies.

No accounting treatment determination is required until these contingencies are met and the Series AA Convertible Preferred Stock has been

As stated above the issuance of the Series AA Convertible Preferred Stock is based on certain contingencies.

No accounting treatment determination is required until these contingencies are met and the Series AA Convertible Preferred Stock has been issued.

However, we have analyzed the instrument to determine the proper accounting treatment that will be necessary once the instruments have been issued.

ASC 480 generally requires liability classification for financial instruments that are certain to be redeemed, represent obligations to

purchase shares of stock or represent obligations to issue a variable number of common shares.

We concluded that the Series AA Preferred was not within the scope of ASC 480 because none of the three conditions for liability classification was

ASC 815 generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated

for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract.

However, in order to perform this analysis, we were first required to evaluate

the economic risks and characteristics of the Series AA Convertible Preferred Stock in its entirety as being either akin to equity or akin to debt.

Our evaluation concluded that the Series AA Convertible Preferred Stock was more akin to an

equity-like contract largely due to the fact that most of its features were participatory in nature.

As a result, we concluded that the embedded conversion feature is clearly and closely related to the host equity contract and will not require

bifurcation and liability classification.

The option to purchase the Series AA-2 Convertible

Preferred Stock was analyzed as a freestanding financial instrument and has terms and features of derivative financial instruments.

However, in analyzing this instrument under applicable guidance it was determined that it is both (i) indexed to

the Companys stock and (ii) meet the conditions for equity classification.

ASC 480 generally requires liability classification for financial instruments that are certain to be redeemed, represent obligations to purchase shares of stock or represent obligations to issue a variable number of common shares.

We concluded that the Series AA Preferred was not within the scope of ASC 480 because none of the three conditions for liability classification was present.

However, in order to perform this analysis, we were first required to evaluate the economic risks and characteristics of the Series AA Convertible Preferred Stock in its entirety as being either akin to equity or akin to debt.

Our evaluation concluded that the Series AA Convertible Preferred Stock was more akin to an equity-like contract largely due to the fact that most of its features were participatory in nature.

As a result, we concluded that the embedded conversion feature is clearly and closely related to the host equity contract and will not require bifurcation and liability classification.

The option to purchase the Series AA-2

Convertible Preferred Stock was analyzed as a freestanding financial instrument and has terms and features of derivative financial instruments.

However, in analyzing this instrument under applicable guidance it was determined that it is both (i) indexed to the Company’s stock and (ii) meet the conditions for equity classification.

Stock-Based Compensation

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The first is the 2005 Stock Incentive Plan that expired in August 2015 .

After the expiration of this plan,

equity instruments cannot be granted but this plan will continue in effect until all outstanding awards have been exercised in full or are no longer exercisable and all equity instruments have vested or been forfeited.

On June 9, 2015, our stockholders approved our 2015 Stock Incentive Plan (the Plan) that was adopted by our Board of

Directors (the Board) on January 2, 2015, which is the effective date.

After the expiration of this plan, equity instruments cannot be granted but this plan will continue in effect until all outstanding awards have been exercised in full or are no longer exercisable and all equity instruments have vested or been forfeited.

On June 9, 2015, our stockholders approved our 2015 Stock Incentive Plan (the “Plan”) that was adopted by our Board of Directors (the “Board”) on January 2, 2015, which is the effective date.

The plan expires on the tenth anniversary of the effective date.

The Plan provides for the grant of incentive stock options,

non-qualified stock options, restricted stock awards, restricted stock units and stock appreciation rights.

The Plan provides for the grant of incentive stock options, non-qualified

stock options, restricted stock awards, restricted stock units and stock appreciation rights.

This plan was initially capitalized with 450,000 shares that may be granted.

The Plan is intended to

comply with Section 162(m) of the Internal Revenue Code, which stipulates that the maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person during any calendar year shall be 83,333, and the

maximum aggregate amount of cash that may be paid in cash to any person during any calendar year with respect to one or more Awards payable in cash shall be $2,000,000.

The original maximum number of shares that were to be used for Incentive Stock

Options (ISO) under the Plan was 450,000.

The Plan is intended to comply with Section 162(m) of the Internal Revenue Code, which stipulates that the maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person during any calendar year shall be 83,333 , and the maximum aggregate amount of cash that may be paid in cash to any person during any calendar year with respect to one or more Awards payable in cash shall be $ 2,000,000 .

The original maximum number of shares that were to be used for Incentive Stock Options (“ISO”) under the Plan was 450,000 .

During our June 2016 stockholders meeting, the stockholders approved the addition of 200,000 incremental shares to the Plan.

With respect to each grant of an ISO to a participant who is not a ten

percent stockholder, the exercise price shall not be less than the fair market value of a share on the date the ISO is granted.

With respect to each grant of an ISO to a participant who is a ten percent stockholder, the exercise price shall not be

less than one hundred ten percent (110%) of the fair market value of a share on the date the ISO is granted.

If an award is a non-qualified stock option (NQSO), the exercise price for each share

shall be no less than (1) the minimum price required by applicable state law, or (2) the fair market value of a share on the date the NQSO is granted, whichever price is greatest.

Any award intended to meet the performance based exception

must be granted with an exercise price not less than the fair market value of a share determined as of the date of such grant.

On March 26, 2019, our Board of Directors adopted and approved the 2019 Stock Incentive

Plan (the 2019 Plan), which was approved by our stockholders on June 3, 2019.

With respect to each grant of an ISO to a participant who is not a ten percent stockholder, the exercise price shall not be less than the fair market value of a share on the date the ISO is granted.

With respect to each grant of an ISO to a participant who is a ten percent stockholder, the exercise price shall not be less than one hundred ten percent ( 110 %) of the fair market value of a share on the date the ISO is granted.

If an award is a non-qualified

stock option (“NQSO”), the exercise price for each share shall be no less than (1) the minimum price required by applicable state law, or (2) the fair market value of a share on the date the NQSO is granted, whichever price is greatest.

Any award intended to meet the performance based exception must be granted with an exercise price not less than the fair market value of a share determined as of the date of such grant.

On March 26, 2019, our Board of Directors adopted and approved the 2019 Stock Incentive Plan (the “2019 Plan”), which was approved by our stockholders on June 3, 2019.

The 2019 Plan expires on June 3, 2029.

The 2019 Plan provides for the grant of incentive stock options,

non-qualified stock options, restricted stock awards, restricted stock units and stock appreciation rights.

The 2019 Plan provides for the grant of incentive stock options, non-qualified

stock options, restricted stock awards, restricted stock units and stock appreciation rights.

The 2019 Plan is capitalized with 800,000 shares that may be granted.

No awards were made from the

Plan prior to the effective date.

No awards were made from the Plan prior to the effective date.

The 2019 Plan includes the following features:

no evergreen share reserve, prohibits liberal share recycling, no repricing permitted without stockholder approval, no stock option reload features, no

transfers of awards for value and dividends and dividends equivalent shall accrue and be paid only if and to the extent the common stock underlying the award become vested or payable.

Share-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is

ultimately expected to vest.

no “evergreen” share reserve, prohibits liberal share recycling, no repricing permitted without stockholder approval, no stock option reload features, no transfers of awards for value and dividends and dividends equivalent shall accrue and be paid only if and to the extent the common stock underlying the award become vested or payable.

Share-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest.

As share-based compensation expense recognized in the statement of operations is based on awards ultimately expected to vest, it can be reduced for estimated forfeitures.

The ASC topic Stock Compensation requires

forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The share-based compensation charged against income for the periods ended December 31, 2020,

2019 and 2018 was $420,648, $756,596 and $415,615, respectively.

The ASC topic Stock Compensation requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The share-based compensation charged against income for the periods ended December 31, 2021, 2020 and 2019 was $ 1,330,078 , $ 471,121 and $ 756,599 , respectively.

The 2019 amount includes $ 675,000 of equity-based compensation issued from a subsidiary for director fees.

We did not grant stock options to employees or outside directors in 2020, 2019 or 2018.

If options were granted, their values would be

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 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.

We did no t grant stock options to employees or outside directors in 2021, 2020 or 2019.

If options were granted, their values would be 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 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.

options do not have the characteristics of traded 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.

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Options exercisable at December 31, 2021

The aggregate intrinsic values of options exercisable for the fiscal years ended December 31, 2020, 2019

and 2018 were $98,129, $15,564 and $15,564, respectively.

The aggregate intrinsic values of options exercisable for the fiscal years ended December 31, 2021, 2020 and 2019 were $ 55,392 , $ 98,129 and $ 15,564 , respectively.

The aggregate intrinsic values of options outstanding for the fiscal years ended December 31, 2021, 2020 and 2019 were $ 55,392 , $ 98,129 and $ 15,564 , respectively.

The aggregate intrinsic

options exercised during the fiscal years ended December 31, 2020, 2019 and 2018 are $0, $0 and $0, respectively, determined as of the date of the option exercise.

Aggregate intrinsic value

represents the positive difference between our closing stock price at the end of a respective period and the exercise price multiplied by the number of relative options.

The total fair value of options vested during the fiscal years ended

December 31, 2020, 2019 and 2018 was $0, $0 and $231,952, respectively.

As of December 31, 2020, there was no remaining amount

of unrecognized compensation cost related to unvested share-based compensation awards granted to employees related to granted stock options.

The aggregate intrinsic values of options exercised during the fiscal years ended December 31, 2021, 2020 and 2019 are $ 0 , $ 0 and $ 0 , respectively, determined as of the date of the option exercise.

Aggregate intrinsic value represents the positive difference between our closing stock price at the end of a respective period and the exercise price multiplied by the number of relative options.

The total fair value of options vested during the fiscal years ended December 31, 2021, 2020 and 2019 was $ 0 , $ 0 and $ 0 , respectively.

As of December 31, 2021, there was no remaining amount of unrecognized compensation cost related to unvested share-based compensation awards granted to employees related to granted stock options.

The following table summarizes information about stock options outstanding at December 31, 2021:

Stock Options Outstanding

Range of Exercise

Range of Exercise Prices

Number of Shares

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$ 2.02 - $ 3.59

The estimated fair value of each restricted stock award is calculated using the share price at the date of the

The estimated fair value of each restricted stock award is calculated using the share price at the date of the grant.

A summary of the status of the restricted stock awards as of December 31, 2021 and changes during the year ended December 31, 2021 is presented as follows:

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Unvested at December 31, 2021

The fair value of restricted stock units vested during the years ended December 31, 2020, 2019 and 2018

was $653,653, $0 and $323,614, respectively.

The fair value of restricted stock units vested during the years ended December 31, 2021, 2020 and 2019 was $ 1,213,525 , $ 653,653 and $ 0 , respectively.

The fair value of unvested restricted stock units remaining at the periods ended December 31, 2021, 2020 and 2019 is $ 1,438,887 , $ 1,770,676 and $ 132,917 , respectively.

The weighted-average grant date

fair value of restricted stock units granted during the periods ended December 31, 2020, 2019 and 2018 were $4.00, $0 and $0, respectively.

The weighted-average remaining contractual term of these restricted stock units at the periods ended

December 31, 2020, 2019 and 2018 are 2.0, 0.8 and 0.8 years, respectively.

The weighted-average grant date fair value of restricted stock units granted during the periods ended December 31, 2021, 2020 and 2019 were $ 7.05 , $ 4.0 and $ 0 , respectively.

The weighted-average remaining contractual term of these restricted stock units at the periods ended December 31, 2021, 2020 and 2019 are 1.1 , 2.0 and 0.8 years, respectively.

As of December 31, 2021, there was a total of $ 1,349,419 unrecognized compensation cost related to unvested restricted stock awards.

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A five-year term commences upon the earliest occurrence of either Trigger Date A or Trigger Date B.

Date A is the date on which the Claimholder ceases the Subject Claim for any reason other than (i) a full and final arbitral award against the Claimholder or (ii) a full and final monetary settlement of the claim, see NOTE H Note 9

Litigation financing.

Trigger Date A is the date on which the Claimholder ceases the Subject Claim for any reason other than (i) a full and final arbitral award against the Claimholder or (ii) a full and final monetary settlement of the claim, see NOTE H – Note 9 – Litigation financing.

Cuota Appreciation Rights

On August 4, 2017, the Company’s board of directors (the “Board”) adopted the Odyssey Marine Exploration, Inc.

Cuota Appreciation Rights (the Key Employee Plan) and the Odyssey Marine Exploration, Inc.

Nonemployee Director Cuota Appreciation Rights (the Director Plan and, together with the Key Employee Plan, the Cuota

Key Employee Cuota Appreciation Rights (the “Key Employee Plan”) and the Odyssey Marine Exploration, Inc.

Nonemployee Director Cuota Appreciation Rights (the “Director Plan” and, together with the Key Employee Plan, the “Cuota Plans”).

The Cuota Plans provide for the award of cuota appreciation rights (“CARs”) to eligible participants.

A cuota is a unit of equity interest under Panamanian law, and the value of the CARs will be determined based

upon the appreciation, if any, in the value of the cuotas of Oceanica Resources, S.

A “cuota” is a unit of equity interest under Panamanian law, and the value of the CARs will be determined based upon the appreciation, if any, in the value of the cuotas of Oceanica Resources, S.

de R.L., a Panamanian sociedad de responsabilidad limitada (“Oceanica”), after the award of such CARs.

The Company indirectly holds a majority stake in

The Board authorized the award of up to 750,000 CARs under the Key Employee Plan and the award of up to 600,000 CARs under the

Director Plan.

The Company indirectly holds a majority stake in Oceanica.

The Board authorized the award of up to 750,000 CARs under the Key Employee Plan and the award of up to 600,000 CARs under the Director Plan.

The terms of any CARs awarded under the Cuota Plans will be set forth in an award agreement between the Company and each participant, and the award agreement will set forth a vesting schedule for the CARs.

In general, unvested CARs

will be forfeited upon a participants separation of service from the Company, and all vested and unvested CARs will be forfeited upon a participants separation of service from the Company for cause (as defined in the Cuota

Each participant in the Cuota Plans will be entitled to be paid the value of such participants CARs upon the occurrence of

a payment event. As used in the Cuota Plans, payment events consist of a change in control of the Company or the date specified in the applicable award agreement and, in the case of the Key Employee Plan, a separation of service without

cause and the participants continuous employment with the Company until the date specified in the applicable award agreement.

The value of CARs liability will be based upon the difference between the basis in the cuotas of Oceanica on the date

of the award of the CARs, which is $3.00, and the fair value of the cuotas on the date used for the payment event, in each case as determined by the Board in accordance with the provisions of the Cuota Plans.

The fair value of the cuota as of

August 31, 2019 was $1.00.

In general, unvested CARs will be forfeited upon a participant’s separation of service from the Company, and all vested and unvested CARs will be forfeited upon a participant’s separation of service from the Company for “cause” (as defined in the Cuota Plans).

Each participant in the Cuota Plans will be entitled to be paid the value of such participant’s CARs upon the occurrence of a “payment event.” As used in the Cuota Plans, payment events consist of a change in control of the Company or the date specified in the applicable award agreement and, in the case of the Key Employee Plan, a separation of service without cause and the participant’s continuous employment with the Company until the date specified in the applicable award agreement.

The value of CARs liability will be based upon the difference between the basis in the cuotas of Oceanica on the date of the award of the CARs, which is $ 3.00 , and the fair value of the cuotas on the date used for the payment event, in each case as determined by the Board in accordance with the provisions of the Cuota Plans.

The fair value of the cuota as of August 31, 2019 was $ 1.00 .

There is no active market for Oceanica’s securities, and there was no activity that would have materially changed the valuation at December 31, 2021.

The following is an analysis of activity in the CARs balances as of December 31, 2020:

Number of CARs

Director Plan

Unvested at December 31, 2019

Unvested at December 31, 2020

At December 31, 2021, there was no liability or associated compensation cost associated with these CARs.

At December 31, 2021, there were 385,580 vested CARs outstanding and there were no excercisable CARs outstanding related to the Key Employee Plan.

The CARs in the Nonemployee Director Plan are utilized as compensation for services, therefore

these CARs vest upon grant.

The CARs in the Nonemployee Director Plan are utilized as compensation for services, therefore these CARs vest upon grant.

At December 31, 2021, the Nonemployee Director Plan had 292,663 CARs vested and outstanding.

NOTE M INCOME

As of December 31, 2020, the Company had consolidated income tax net operating loss (NOL) carryforwards for

federal tax purposes of approximately $196,960,000 and net operating loss carryforwards for foreign income tax purposes of approximately $61,781,635.

The federal NOL carryforwards from 2005 through 2017 will expire in various years beginning 2025

and ending through the year 2036.

NOTE M – INCOME TAXES

As of December 31, 2021, the Company had consolidated income tax net operating loss (“NOL”) carryforwards for federal tax purposes of approximately $ 208,889,722 and net operating loss carryforwards for foreign income tax purposes of approximately $ 74,888,328 .

The federal NOL carryforwards from 2005 and

forward will expire in various years beginning 2025 and ending through the year 2035 .

From 2025 through 2027, approximately $ 47 million of the NOL will expire, and from 2028 through 2037, approximately $ 128 million of the NOL will expire.

The NOL generated in 2018 through 2020 of

approximately $24M will be carried forward indefinitely.

The components of the provision for income tax (benefits) are attributable to continuing

operations as follows:

The NOL generated in 2018 through 2021 of approximately $ 34 M will be carried forward indefinitely.

The components of the provision for income tax (benefits) are attributable to continuing operations as follows:

December 31, 2021

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December 31, 2019

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.

Deferred income taxes reflect the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets and liabilities are as follows:

December 31, 2021

December 31, 2020

Deferred tax assets:

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Accrued expenses

Start-up costs

Excess of book over tax depreciation

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As reflected above, we have recorded a net deferred tax asset of $ 0 at December 31, 2021.

As required by

the Accounting for Income Taxes topic in the ASC, we have evaluated whether it is more likely than not that the deferred tax assets will be realized.

Based on the available evidence, we have concluded that it is more likely than not that those

assets would not be realized without the recovery and rights of ownership or salvage rights of high-value shipwrecks or other forms of taxable income, thus a valuation allowance has been recorded as of December 31, 2020.

As required by the Accounting for Income Taxes topic in the ASC, we have evaluated whether it is more likely than not that the deferred tax assets will be realized.

Based on the available evidence, we have concluded that it is more likely than not that those assets would not be realized without the recovery and rights of ownership or salvage rights of high-value shipwrecks or other forms of taxable income, thus a valuation allowance has been recorded as of December 31, 2021.

The change in the valuation allowance is as follows:

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Expected (benefit)

income tax expense at the AMT 20% rate

State income taxes net of federal benefits

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Debt Extinguishment

December 31, 2020

December 31, 2019

December 31, 2018

Litigation funding

Loan Proceeds

Change in valuation allowance

Foreign Rate Differential

The Companys 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 and operating loss carryforwards.

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 2017.

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 2017.

NOTE N – MAJOR CUSTOMERS

For the fiscal year ended December 31, 2020, we had two customers that accounted for 71.0% of our total revenue.

During the fiscal year

ended December 31, 2019, we had two customers that accounted for 91.0% of our total revenue.

For the fiscal year ended December 31, 2021, we had one

customer, CIC, which is a related party (See NOTE J), that accounted for

100.0 % of our total revenue.

During the fiscal year ended December 31, 2020, we had two

customers, one of which was CIC, that accounted for

71.0 % of our total revenue.

NOTE O – COMMITMENTS AND CONTINGENCIES

Rights to Future Revenues, If Any

sold the rights to share in future revenues, if any, with respect to the Seattle project and have recorded $62,500 as Deferred Income from Revenue Participation Rights (See NOTE K).

We are contingently liable to share the future

revenue of this project only if revenue is derived from this specific project.

In February 2011, we entered into a project syndication

deal with Galt Resources LLC (Galt) for which they invested $7,512,500 representing rights to future revenues of any project of Galts choosing.

This amount has been bifurcated equally between the SS Gairsoppa and HMS

Victory projects.

The SS Gairsoppa has been paid in full.

We previously sold the rights to share in future revenues, if any, with respect to the “ Seattle

” project and previously recorded $ 62,500 as Deferred Income from Revenue Participation Rights (See NOTE K).

We were contingently liable to share the future revenue of this project only if revenue is derived from this specific project but, during 2021 management permanently abandoned this project.

In February 2011, we entered into a project syndication deal with Galt Resources LLC (“Galt”) for which they invested $ 7,512,500 representing rights to future revenues of any project of Galt’s choosing.

This amount was previously bifurcated equally between the SS Gairsoppa

and HMS Victory

The SS Gairsoppa

has been paid in full.

This project syndication agreement was mutually terminated in June 2021.

See NOTE K for further detail.

Legal Proceedings

The Company may be subject to a variety of other claims and lawsuits that arise from time to time in the ordinary course of business.

currently not a party to any pending litigation.

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.

During March 2016, our Board of Directors approved the grant and issuance of 3.0 million new equity shares of Oceanica Resources, S.R.L.

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This equity would only be issuable upon the Mexican’s government approval and issuance of the Environmental Impact Assessment (“EIA”) for our Mexican subsidiary.

possible grants of new equity shares were approved by the Administrators of Oceanica.

All possible grants of new equity shares were approved by the Administrators of Oceanica.

We also owe consultants contingent success fees of up to $ 700,000 upon the approval and issuance of the EIA.

The EIA has not been approved as of the date of this

The EIA has not been approved as of the date of this report.

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, collecting on amounts owed to us, and completing the

MINOSA/Penelope equity financing transaction approved by our stockholders on June 9, 2015.

Our 2020 business plan required us to

generate new cash inflows to effectively allow us to perform our planned projects.

We continually plan to generate new cash inflows through the monetization of our receivables and equity stakes in seabed mineral companies, financings, syndications

or other partnership opportunities.

If cash inflow ever becomes insufficient

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

August 21, 2020, we sold an aggregate of 2,553,314 shares of our common stock and warrants to purchase up to 1,901,989 shares of our common stock.

The net proceeds received from this sale, after offering expenses of $0.3 million, of which

$0.2 million was withheld to cover fees, were $11.3 million (See NOTE L).

These proceeds, coupled with the anticipated cash inflows, were expected to provide operating funds through early 2022.

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, collecting on amounts owed to us, or completing the MINOSA/Penelope equity financing transaction approved by our stockholders on June 9, 2015.

Our 2021 business plan requires us to generate new cash inflows to effectively allow us to perform our planned projects.

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

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

On August 21, 2020, we sold an aggregate of 2,553,314 shares of our common stock and warrants to purchase up to 1,901,985 shares of our common stock.

The net proceeds received from this sale, after offering expenses of $ 0.3 million, were $ 11.2 million (See NOTE L).

These proceeds, coupled with other anticipated cash inflows, provided operating funds through early 2022.

On March 11, 2015, we entered into a Stock Purchase Agreement with Minera del Norte S.A.

(MINOSA) and Penelope Mining

LLC (Penelope), an affiliate of MINOSA, pursuant to which (a) MINOSA agreed to extend short-term, debt financing to Odyssey of up to $14.75 million, and (b) Penelope agreed to invest up to $101 million over three

years in convertible preferred stock of Odyssey.

The equity financing is subject to the satisfaction of certain conditions, including the approval of our stockholders which occurred on June 9, 2015, and MINOSA and Penelope are currently under

no obligation to make the preferred share equity investments.

(“MINOSA”) and Penelope Mining LLC (“Penelope”), an affiliate of MINOSA, pursuant to which (a) MINOSA agreed to extend short-term, debt financing to Odyssey of up to $ 14.75 million, and (b) Penelope agreed to invest up to $ 101 million over three years in convertible preferred stock of Odyssey.

The equity financing is subject to the satisfaction of certain conditions, including the approval of our stockholders which occurred on June 9, 2015, and MINOSA and Penelope are currently under no obligation to make the preferred share equity investments.

Our consolidated non-restricted

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We have a working capital deficit at December 31, 2021 of $ 49.3 million.

Our largest loan of $14.75 million from MINOSA had a due date of December 31, 2017 which is

now linked to other stipulations, see NOTE H for further detail.

The majority of our remaining assets have been pledged to MINOSA, and its affiliates, and to Monaco Financial LLC, leaving us with few opportunities to raise additional funds from our

balance sheet.

The total consolidated book value of our assets was approximately $11.8 million at December 31, 2020, which includes cash of $6.2 million, and the fair market value of these assets may differ from their net carrying

In the fourth quarter of 2021, we executed a Termination and Settlement Agreement with Monaco and SMOM that removed approximately $ 14.5 million of indebtedness from our balance sheet (see NOTE H).

Our largest loan of $ 14.75 million from MINOSA had a due date of December 31, 2017 which is now linked to other stipulations, see NOTE H for further detail.

The majority of our remaining assets have been pledged to MINOSA, leaving us with few opportunities to raise additional funds from our balance sheet.

The total consolidated book value of our assets was approximately $ 8.9 million at December 31, 2021, which includes cash of $ 2.3 million.

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

Even though we executed the above noted financing arrangement with Penelope, Penelope must purchase the shares for us to be able to complete the equity component of the transaction.

The Penelope equity transaction is heavily dependent on

the outcome of our subsidiarys application approval process for an environmental permit (EIA) to commercially develop a mineralized phosphate deposit off the coast of Mexico.

The factors noted above raise doubt about our ability to continue as

a going concern.

The Penelope equity transaction is heavily dependent on the outcome of our subsidiary’s application approval process for an environmental permit (EIA), as well as the current NAFTA litigation, to commercially develop a mineralized phosphate deposit off the coast of Mexico.

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

These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

Lease commitment

In August 2019, we

entered into an operating lease for our corporate office space under a non-cancellable lease through August 2024 with monthly payments ranging from $11,789 to $13,269, not including sales tax.

provides for annual increases of base rent of 3% until the expiration date.

Pursuant to ASC 842, an operating lease right of usage (ROU) asset and liability were recognized in the amount of $590,612 at inception of the lease based on the present

value of lease payments over the remaining lease term.

The ROU asset represents the Companys right to use the underlying office space asset for the lease term, and the lease liability represents the Companys obligation to make lease

payments arising from the lease.

In August 2019, we entered into an operating lease for our corporate office space under a non-cancellable

lease through August 2024 with monthly payments ranging from $ 11,789 to $ 13,269 , not including sales tax.

The lease provides for annual increases of base rent of 3 % until the expiration date.

Pursuant to ASC 842, an operating lease right of usage (ROU) asset and

liability were recognized in the amount of $ 590,612 at inception of the lease based on the present value of lease payments over the remaining lease term.

The ROU asset represents the Company’s right to use the underlying office space asset for the lease term, and the lease liability represents the Company’s obligation to make lease payments arising from the lease.

Since the implicit rate of interest in the arrangement was not readily determinable, we utilized our incremental borrowing rate of 10 % in determining the present value of lease payments.

The operating lease ROU asset

includes any lease payments made and excludes lease incentives.

At December 31, 2020 the ROU asset and lease obligation were,

$447,702 and $458,325, respectively.

The operating lease ROU asset includes any lease payments made and excludes lease incentives.

At December 31, 2021, the ROU asset and lease obligation were, $ 338,577 and $ 351,881 , respectively.

The remaining lease payment obligations are as follows:

1 unchanged sentence

Annual payment

During the third quarter of 2019, we entered into a five-year lease at the location of our corporate office

space in Tampa, Florida to support our marine operations.

During the third quarter of 2019, we entered into a five-year lease at the location of our corporate office space in Tampa, Florida to support our marine operations.

The lease was effective October 1, 2019 and has monthly lease payments ranging from $ 4,040 to $ 4,547 , not including sales tax, over the five-year term.

We are accounting for this lease

under ASC 842 which resulted in a right of use asset and lease obligation of $202,424.

We are accounting for this lease under ASC 842 which resulted in a right of use asset and lease obligation of $ 202,424 .

The discount used in determining the right of use asset was 10 %.

3 unchanged sentences

Annual payment

We have recognized approximately $194,000 and $171,000 in rent expense associated with these leases for the

years ended December 31, 2020 and 2019, respectively.

We have recognized approximately $ 216,000 and $ 194,000 in rent expense associated with these leases for the years ended December 31, 2021 and 2020, respectively.

NOTE P – QUARTERLY FINANCIAL DATA – UNAUDITED

The following tables present certain unaudited consolidated quarterly financial information for each of the past eight quarters ended

December 31, 2020 and 2019.

The following tables present certain unaudited consolidated quarterly financial information for each of the past eight quarters ended December 31, 2021 and 2021.

This quarterly information has been prepared on the same basis as the Consolidated Financial Statements and includes all adjustments necessary to state fairly the information for the periods presented.

9 unchanged sentences

Basic and diluted net income per share

NOTE Q OTHER DEBT

We currently owe a vendor approximately $0.7 million as a trade payable.

This trade payable bears a simple annual interest rate of 12%.

collateral, they were granted a primary lien on certain items of our marine equipment.

The carrying value of this equipment is zero.

This agreement matured in August of 2018.

During the three-months ended June 30, 2018, we sold various marine

equipment to Magellan for $1.0 million and the assumption of this vendors trade payable and accrued interest, however, we remain as guarantor on this trade payable.

We recorded a gain of approximately $0.9 million from the cash

proceeds alone.

Included in this equipment is the equipment noted above the vendor has a primary lien on.

The vendor has consented to Magellans assumption of this debt but did not release us from our obligations.

If Magellan defaults and the

vendor forecloses on this equipment currently in possession of Magellan, we then have a contingent liability to Magellan in the amount of $0.5 million for two of the key assets.

SCHEDULE II – VALUATION and QUALIFYING ACCOUNTS

4 unchanged sentences

Accounts receivable reserve

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 thereunder duly authorized.

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 thereunder duly authorized.

ODYSSEY MARINE EXPLORATION, INC.

1 unchanged sentence

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the

following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Chief Executive Officer (Principal Executive Officer) and Chairman of the Board

2 unchanged sentences

March 31, 2022

/ Christopher E.

Chief Financial Officer

Financial Officer)

(Principal Financial Officer)

March 31, 2022

Christopher E.

Chief Accounting Officer

(Principal Accounting Officer)

March 31, 2022

1 unchanged sentence

March 31, 2022

Lead Director

2 unchanged sentences

Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-KSB for the year ended February 28, 2001)

Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Companys Report on Form 8-K

dated February 28, 2006)

Certificate of Amendment filed with the Nevada Secretary of State on June

6, 2011 (incorporated by reference to Exhibit 3.1 to the Companys Report on Form 8-K filed June 7, 2011)

Certificate of Amendment filed with the Nevada Secretary of State on February

18, 2016 (incorporated by reference to Exhibit 3.1 to the Companys Report on Form 8-K filed February 19, 2016)

Certificate of Change filed with the Nevada Secretary of State on February

18, 2016 (incorporated by reference to Exhibit 3.2 to the Companys Report on Form 8-K filed February 19, 2016)

Certificate of Withdrawal filed with the Nevada Secretary of State on June

29, 2016 (incorporated by reference to Exhibit 3.1 to the Companys Report on Form 8-K filed July 6, 2016)

Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K dated February 28, 2006)

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)

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)

Certificate of Change filed with the Nevada Secretary of State on February 18, 2016 (incorporated by reference to Exhibit 3.2 to the Company’s Report on Form 8-K filed February 19, 2016)

Certificate of Withdrawal filed with the Nevada Secretary of State on June 29, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K filed July 6, 2016)

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)

2 unchanged sentences

Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 8-K filed August 25, 2020)

2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to the Companys Report on Form 8-K dated

August 3, 2005)

Shipwreck Project Agreement with Gault Resources LLC dated February

11, 2011 (incorporated by reference to Exhibit 10.26 to the Companys Annual Report on Form 10-K for the year ended December 31, 2010)

Employment Agreement dated August

7, 2014, between the Company and Mark D.

2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to the Company’s Report on Form 8-K dated August 3, 2005)

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)

Loan Agreement dated August 14, 2014 (incorporated by reference to Exhibit 10.1 to the Companys Amendment No.

1 to Quarterly Report on Form 10-Q filed February 27, 2015)

Promissory Note dated August 14, 2014 (incorporated by reference to Exhibit 10.2 to the Companys Amendment No.

1 to Quarterly Report on Form 10-Q filed February 27, 2015)

2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Report on Form 8-K

dated January 2, 2015)

2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K dated January 2, 2015)

Stock Purchase Agreement dated March 11, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K dated March 13, 2015)

2 unchanged sentences

Amendment No.

1 to Stock Purchase Agreement dated April

10, 2015 (incorporated by reference to Exhibit 10.1 to the Companys Report on Form 8-K dated April 15, 2015)

Amendment No.

1 to Promissory Note dated April

10, 2015 (incorporated by reference to Exhibit 10.2 to the Companys Report on Form 8-K dated April 15, 2015)

1 to Stock Purchase Agreement dated April 10, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K dated April 15, 2015)

Amendment No.

1 to Pledge Agreement dated April

10, 2015 (incorporated by reference to Exhibit 10.3 to the Companys Report on Form 8-K dated April 15, 2015)

1 to Promissory Note dated April 10, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K dated April 15, 2015)

Amendment No.

2 to Promissory Note dated October

1, 2015 (incorporated by reference to Exhibit 10.1 to the Companys Report on Form 8-K dated October 5, 2015)

Promissory Note dated October 30, 2015 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed November 5, 2015)

Acquisition Agreement dated December

10, 2015 (incorporated by reference to Exhibit 10.21 to the Companys Annual Report on Form 10-K for the year ended December 31, 2015)

Amendment to Promissory Notes dated December

10, 2015 (incorporated by reference to Exhibit 10.22 to the Companys Annual Report on Form 10-K for the year ended December 31, 2010)

1 to Pledge Agreement dated April 10, 2015 (incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 8-K dated April 15, 2015)

Amendment No.

3 to Promissory Note dated December

15, 2015 (incorporated by reference to Exhibit 10.4 to the Companys Report on Form 8-K dated March 18, 2016)

2 to Promissory Note dated October 1, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K dated October 5, 2015)

Convertible Promissory Note dated March 18, 2016 (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K dated March 18, 2016)

1 unchanged sentence

Convertible Promissory Note dated April 15, 2016 (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K dated April 21, 2016)

Amended and Restated Note Purchase Agreement dated October

1, 2016 (incorporated by reference to Exhibit 10.1 to the Companys Report on Form 8-K dated October 6, 2016)

Note Purchase Agreement dated August 10, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed August 15, 2017)

Convertible Promissory Note dated August 10, 2017 (incorporated by reference to Exhibit

10.2 to the Companys Report on Form 8-K filed August 15, 2017)

Second Amended and Restated Convertible Promissory Note dated August 10, 2017 (incorporated by reference to Exhibit

10.3 to the Companys Report on Form 8-K filed August 15, 2017)

Convertible Promissory Note dated August 10, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed August 15, 2017)

Second Amended and Restated Convertible Promissory Note dated August 10, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 8-K filed August 15, 2017)

Second Amended and Restated Waiver and Consent and Amendment No.

1 unchanged sentence

2 to Stock Purchase Agreement dated August 10, 2017 (incorporated by reference to Exhibit 10.4 to the Company’s Report on Form 8-K filed August 15, 2017)

Loan and Security Agreement and First Amendment to Loan Agreement dated April

20, 2018 (incorporated by reference to Exhibit 10.1 to the Companys Report on Form 8-K filed April 26, 2018)

Promissory Note dated April 20, 2018 (incorporated by reference to Exhibit 10.2 to the Companys Report on Form 8-K filed April 26, 2018)

Amended and Restated Loan and Security Agreement dated April

20, 2018 (incorporated by reference to Exhibit 10.3 to the Companys Report on Form 8-K filed April 26, 2018)

Amended and Restated Convertible Promissory Note dated April

20, 2018 (incorporated by reference to Exhibit 10.4 to the Companys Report on Form 8-K filed April 26, 2018)

Note and Warrant Purchase Agreement dated July

12, 2018 (incorporated by reference to Exhibit 10.1 to the Companys Report on Form 8-K filed July 18, 2018)

Form of Secured Convertible Promissory Note (incorporated by reference to Exhibit 10.2 to the Companys Report on Form 8-K filed July 18, 2018)

Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 10.3 to the Companys Report on Form 8-K filed July 18, 2018)

First Amendment to Note and Warrant Purchase Agreement dated October

4, 2018 (incorporated by reference to Exhibit 10.4 to the Companys Report on Form 8-K filed October 9, 2018)

Share Purchase Agreement dated April 9, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Amendment No.

1 to Quarterly Report on Form 10-Q/A filed July 26, 2019)

Second Amended and Restated International Claims Enforcement Agreement ( (incorporated by reference to Exhibit 10.1 to the Companys Report

on Form 8-K filed April 22, 2020)

Second Amendment to Note and Warrant Purchase Agreement and Note and Warrant Modification Agreement (incorporated by reference to Exhibit 10.2

to the Companys Quarterly Report on Form 10-Q filed August 9, 2019)

Note and Loan Agreement dated April

16, 2020 between Odyssey Marine Exploration, Inc.

Second Amended and Restated International Claims Enforcement Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed April 22, 2020)

Second Amendment to Note and Warrant Purchase Agreement and Note and Warrant Modification Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed August 9, 2019)

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)

Loan Authorization, Note and Security Agreement dated May 16, 2020 and executed on June

26, 2020 between Odyssey Marine Exploration, Inc.

Loan Authorization, Note and Security Agreement dated May 16, 2020 and executed on June 26, 2020 between Odyssey Marine Exploration, Inc.

Small Business Administration (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed June 30, 2020)

Third Amendment to Note and Warrant Purchase Agreement and Note and Warrant Modification Agreement dated August

14, 2020 among Odyssey Marine Exploration, Inc.

Third Amendment to Note and Warrant Purchase Agreement and Note and Warrant Modification Agreement dated August 14, 2020 among Odyssey Marine Exploration, Inc.

and the Lenders (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed August 20, 2020)

Form of Warrant to Purchase Common Stock issued by Odyssey Marine Exploration, Inc.

(incorporated by reference to Exhibit 10.2 to the Companys

Report on Form 8-K filed August 20, 2020)

(incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed August 20, 2020)

Form of Warrant to Purchase Common Stock issued by Odyssey Marine Exploration, Inc.

(incorporated by reference to Exhibit 10.2 to the Companys

Report on Form 8-K filed August 20, 2020)

Form of Purchase Agreement (incorporated by reference to Exhibit 4.1 to the Companys Report on Form 8-K

filed August 25, 2020)

(incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed August 20, 2020)

Form of Purchase Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 8-K filed August 25, 2020)

Third Amended and Restated International Claims Enforcement Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed June 17, 2021)

Termination and Settlement Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed October 5, 2021)

Subsidiaries of the Registrant (filed herewith electronically)

Consent of Ferlita, Walsh, Gonzalez & Rodriguez, P.A., Independent Accountants (filed herewith electronically)

Consent of Warren Averett LLC, Independent Accountants (filed herewith electronically)

5 unchanged sentences

Section 1350 (filed herewith electronically)

XBRL Interactive Data File

Technical Report, Revised Assessment of the Don Diego West Phosphorite Deposit, Mexican Exclusive Economic Zone (EEZ) prepared for Odyssey Marine Exploration, Inc and issued effective as of June 30, 2014 by Henry J.

(filed herewith electronically).

Inline XBRL Interactive Data File

Cover Page Interactive Data File (formatted as Inline XBRL and contained within Exhibit 101)

Management contract or compensatory plan.

Portions of these exhibits have been omitted pursuant to a confidential treatment request.

information has been filed separately with the Securities and Exchange Commission.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures