What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-05-17 compared with 2023-03-31 · 2109 added, 884 removed, 461 unchanged (87% of the section changed)

CONTROLS AND PROCEDURES

Management’s Annual Report on Internal Control Over Financial Reporting

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

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.

Due to the material weakness described below with respect to our internal control over financial reporting relating to the appropriate review of accounting positions for certain significant transactions, management has concluded that our internal control over financial reporting was not effective as of December 31, 2023.

Disclosure Controls and Procedures

Disclosure controls are procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this report, are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

Disclosure controls are also designated to ensure that such information is accumulated and communicated to management including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgement in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision and with the participation of our management, including our CEO and CFO, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Securities Exchange Act of 1934 Rule 13a-15(b) as of the end of the period covered by this report.

Based on that evaluation our CEO and CFO have concluded that these disclosure controls and procedures are effective.

Disclosure controls are procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Comprehensive Form 10-K, are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls are also designed to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and principal financial officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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

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

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

Material Weakness in Internal Control over Financial Reporting

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

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

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

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

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

Remediation Efforts to Address Material Weakness

Management is committed to maintaining a strong internal control environment.

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

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

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

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

Changes in Internal Control over Financial Reporting

There were no changes during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

OTHER INFORMATION

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information concerning Directors and Executive Officers is hereby incorporated by reference to the information under the headings "Election of Directors" and "Executive Officers and Directors of the Company" in the Company’s Proxy Statement (the "Proxy Statement") for the Annual Meeting of Stockholders to be held on June 5, 2023.

Information concerning Directors and Executive Officers is hereby incorporated by reference to the information under the headings “Election of Directors” and “Executive Officers and Directors of the Company” in the Company’s Proxy Statement (the “Proxy Statement”) for the Annual Meeting of Stockholders to be held on June 10, 2024.

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.

7 unchanged sentences

PRINCIPAL ACCOUNTING FEES AND SERVICES

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

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

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

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

Consolidated Financial Statements

See “Index to Consolidated Financial Statements” on page 40.

Consolidated Financial Statement Schedules

See "Index to Consolidated Financial Statements" on page 34 .

All other schedules have been omitted because the required information is not significant or is included in the financial statements or notes thereto, or is not applicable.

The Exhibits listed in the Exhibits Index, which appears immediately following the signature page and is incorporated herein by reference, are filed as part of this Annual Report on Form 10-K.

The Exhibits listed in the Exhibits Index, which appears immediately following the signature page and is incorporated herein by reference, are filed as part of this Comprehensive Form 10-K.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

ODYSSEY MARINE EXPLORATION, INC.

Management’s Annual Report on Internal Control over Financial Reporting

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Financial Statements:

1 unchanged sentence

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders’

Equity/(Deficit)

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

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

Consolidated Financial Statement Schedules:

Schedule II –

Valuation and Qualifying Accounts

MA NAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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

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

R EPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Odyssey Marine Exploration, Inc.

and Subsidiaries

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Odyssey Marine Exploration, Inc.

Opinion on the financial statements

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

and Subsidiaries (the "Company") as of December 31, 2022 and 2021 and the related consolidated statements of operations, changes in stockholders’

equity, and cash flows for each of the years in the three-year periods ended December 31, 2022, 2021, and 2020, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021 and the results of its operations and its cash flows for each of the years in the three-year periods ended December 31, 2022, 2021, and 2020 in conformity with accounting principles generally accepted in the United States of America.

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

(a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Going concern

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

As discussed in Note 16 to the financial statements, the Company has incurred significant losses and may be unsuccessful in raising the necessary capital to fund operations and capital expenditures.

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

Management’s evaluation of the events and conditions and its plans regarding those matters are also described in Note 16.

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

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

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

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

Our opinion is not modified with respect to that matter.

Restatement of previously issued financial statements

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

Basis for opinion

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

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

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

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

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

1 unchanged sentence

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

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

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.

7 unchanged sentences

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

Evaluation of Exploration License

As discussed in Note 2 to the financial statements, the Company recorded an indefinite life intangible exploration license for approximately $1.8 million on the consolidated balance sheets at December 31, 2022 and 2021.

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

This determination is reviewed annually by management, as well as an annual review

for impairment.

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

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

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

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

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

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

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

Evaluation of Litigation Financing with Detachable Warrants

As discussed in Note 10 to the financial statements, the Company has certain litigation financing with detachable warrants that is included in "loans payable" on the consolidated balance sheets at December 31, 2022 and 2021.

We identified the litigation financing as a critical audit matter.

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

The terms of the financing agreement required significant audit effort in order to fully understand the terms of all the agreements as disclosed in Note 10.

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

We reviewed all the amended agreements.

We confirmed the face amount and the terms of the debt based on the various phases as disclosed in Note 10 to the financial statements.

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

Investment in Unconsolidated Entity

As discussed in Notes 6 and 9 to the financial statements, the Company has a cost investment in an entity that is a related party.

We identified the cost investment as a critical audit matter.

The Company entered into multiple agreements with the related party that required review of the underlying agreements to determine if the Company should consolidate the operations of the entity.

Additionally, the cost investment was reviewed for impairment based on a number of qualitative factors.

The audit procedures required significant judgement, as well as an understanding of the facts and circumstances to address the proper accounting for the investment.

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

We obtained and reviewed the terms of the Agreements.

We confirmed certain balances owed by the related party to the Company, as well as certain equity units earned by the Company.

We reviewed the status of the renewal process and the current status of the license that supports the cost investment, that included verification of the license renewal from an independent website.

We discussed with management and the board, the status of the entity’s operations to determine potential triggering events could potentially indicate impairment of the cost investment.

We have served as the Company’s auditors since 2020.

/s/ Warren Averett, LLC

PCAOB ID # 2226

Accounting and Valuation of Litigation Financing

As described further in note 12 to the financial statements, the Company entered into an agreement with a Funder to provide financial assistance in the Company’s claim against the United Mexican States under Chapter Eleven of the North American Free Trade Agreement (“NAFTA”) for violations of the Claimholder’s rights under NAFTA.

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

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

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

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

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

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

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

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

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

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

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

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

Accounting for Equity Method Investment in Ocean Minerals, LLC

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

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

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

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

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

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

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

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

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

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

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

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

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

Investment in unconsolidated entity – CIC Limited

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

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

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

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

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

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

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

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

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2023.

Tampa, Florida

March 31, 2023

ODYSSEY MARINE EXPLORATION, INC.

AND SUBSIDIARIES

C ONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

December 31, 2023

December 31, 2022

(As Restated)

CURRENT ASSETS

Accounts receivable and other related party, net

Short-term notes receivable related party, net

Cash and cash equivalents

Accounts and other related party receivables

Short-term notes receivable from related party

Other current assets

Total current assets

PROPERTY AND EQUIPMENT

Equipment and office fixtures

Right to use –

operating lease, net

Accumulated depreciation

Total property and equipment

NON-CURRENT ASSETS

Investment in unconsolidated entity

Exploration license

Other non-current assets

Total non-current assets

LIABILITIES AND STOCKHOLDERS’

Investment in unconsolidated entities

Option to purchase equity securities in related parties

Bismarck exploration license

Property and equipment, net

Right of use - operating leases

Other non-current

Total non-current

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

1 unchanged sentence

Accrued expenses

Operating lease obligation

Loans payable

Operating lease liability, current portion

Forward contract liability

Put option liability

Loans payable, current portion

Total current liabilities

1 unchanged sentence

Loans payable

Operating lease obligation

Warrant liabilities

Litigation financing and other

Deferred contract liability

Operating lease liability

Total long-term liabilities

1 unchanged sentence

Commitments and contingencies (NOTE 18)

STOCKHOLDERS’

STOCKHOLDERS’ DEFICIT

Preferred stock - $ .0001 par value;

24,984,166 shares authorized;

none outstanding

Common stock –

$ .0001 par value;

no ne outstanding

Common stock – $ .0001 par value;

75,000,000 shares authorized;

19,540,310 and

14,309,315 issued and outstanding

Additional paid-in capital

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

Additional paid-in

Accumulated deficit

1 unchanged sentence

( 301,442,776

Total stockholders’

(deficit) before non-controlling interest

Non-controlling interest

Total stockholders’

Total liabilities and stockholders’

Total stockholders’ deficit before non-controlling

Non-controlling

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

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

1 unchanged sentence

AND SUBSIDIARIES

C ONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF OPERATIONS

(As Restated)

Marine services

5 unchanged sentences

Total operating expenses

INCOME (LOSS) FROM OPERATIONS

LOSS FROM OPERATIONS

OTHER INCOME (EXPENSE)

1 unchanged sentence

Interest expense

Gain (loss) on Cuota Appreciation Rights extinguishment

Gain (loss) on debt extinguishment

Gain on debt settlement, net

Loss on equity method investment

Gain on Cuota Appreciation Rights extinguishment

Gain on debt extinguishment

Change in derivative liabilities fair value

1 unchanged sentence

(LOSS) BEFORE INCOME TAXES

Income tax benefit (provision)

NET (LOSS) BEFORE NON-CONTROLLING INTEREST

Non-controlling interest

NET (LOSS) PER SHARE

Basic and diluted (See NOTE 2)

Income tax benefit

attributable to noncontrolling interest

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

NET INCOME / (LOSS) PER SHARE

Weighted average number of common shares outstanding

2 unchanged sentences

AND SUBSIDIARIES

C ONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

EQUITY / (DEFICIT)

Preferred Stock –

Common Stock –

Preferred Stock

Additional Paid-in Capital

Accumulated Deficit

Non-controlling Interest

$ 221,027,057

$( 250,322,306 )

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

Stock – Shares

Year Ended December 31, 2021 (As Reported)

( 275,090,857

Cumulative effect of change of Restatement

Balance as of January 1, 2022 (As Restated)

( 279,362,917

Common stock issued for cash

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

Common stock issued for exercise of warrant

Common stock issued for services

Share-based compensation

Fair value of warrants attached convertible debt

Debt modification

Subsidiary equity issued for cash

( 14,812,156 )

( 6,280,313 )

( 21,092,469 )

$ 237,505,357

$( 265,134,462 )

$( 30,283,427 )

$( 57,911,273 )

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

Common stock issued to settle outstanding indebtedness

Common stock issued for services

Beneficial conversion feature on convertible obligation

Share-based compensation

Subsidiary equity issued for cash

( 9,956,395 )

( 6,171,385 )

( 16,127,780 )

$ 249,055,600

$( 275,090,857 )

$( 36,454,812 )

Director compensation settled with equity

Cancellation of stock awards for payment of withholding tax requirements

Prior years accrued incentives settled with stock options

Year Ended December 31, 2022 (As Restated)

( 301,442,776

Common stock issued for cash

Share-based compensation

Fair value of warrants attached convertible debt

( 23,140,750 )

( 7,742,572 )

( 30,883,322 )

$ 265,882,279

$( 298,231,607 )

$( 44,197,384 )

Director compensation paid with share-based instruments

Cancellation of stock awards for payment of withholding tax requirements

Common stock issued for debt extinguishment

Fair value of warrants issued

Common stock issued for warrants exercised

Common stock issued for convertible debt conversion

Common stock issued for options exercised

Net income (loss)

Year Ended December 31, 2023

( 296,096,957

2 unchanged sentences

AND SUBSIDIARIES

C ONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended December 31, 2022

Year ended December 31, 2021

Year ended December 31, 2020

CONSOLIDATED STATEMENTS OF CASH FLOWS

(As Restated)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss before non-controlling interest

$( 30,883,322 )

$( 16,127,780 )

$( 21,092,469 )

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

Investment in unconsolidated entity

( 1,150,767 )

Depreciation and amortization

Services provided to unconsolidated entity

Financing fees amortization

Amortization of finance liability

Amortization of loan prepayment premium

Note payable interest accretion

Note payable interest paid in kind

Note receivable interest accretion

1 unchanged sentence

Share-based compensation

Gain on debt settlement, net

( 5,212,902 )

Deferred revenue

( 3,818,750 )

Accrued non-cash interest related to convertible debt

(Gain) loss on debt extinguishment

Director compensation settled with equity

Amortization of deferred discount

Loss on equity method investment

Gain on debt extinguishment

Gain on sale of equipment

Beneficial conversion feature on convertible debt, interest expense

Change in derivatives liabilities fair value

Payment of operating lease liability

(Increase) decrease in:

Accounts receivable

Accrued interest receivable

Accounts and other related party receivables

Short-term notes receivable related party

Change in operating lease liability

Accounts payable

1 unchanged sentence

NET CASH (USED IN) OPERATING ACTIVITIES

( 9,253,809 )

( 5,425,056 )

( 9,182,205 )

CASH FLOWS FROM INVESTING ACTIVITIES:

1 unchanged sentence

Purchase of property and equipment

( 1,346,424 )

Payment for loan disbursement

( 1,000,000 )

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES

( 2,346,424 )

Cash paid for investment in unconsolidated entity

Repayment of loan from related party

Advance to related party

NET CASH (USED IN) BY INVESTING ACTIVITIES

ODYSSEY MARINE EXPLORATION, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued

(As Restated)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of loans payable

Proceeds from sale of equity of subsidiary

Proceeds from loans

Payment of debt obligation

( 5,546,736 )

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

Cancellations of stock awards for payment of withholding tax requirements

Proceeds from sale leaseback financing, net

Payment on sale leaseback financing

Offering cost paid on sale of common stock

( 1,810,800 )

Proceeds from sale of common stock

Debt termination fee

Proceeds from issuance of common stock

Financing offering costs

Proceeds from warrants exercised

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET DECREASE IN CASH

( 3,888,454 )

NET INCREASE (DECREASE) IN CASH

CASH AT BEGINNING OF YEAR

CASH AT END OF YEAR

ODYSSEY MARINE EXPLORATION, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued

Year ended December 31, 2022

Year ended December 31, 2021

Year ended December 31, 2020

(As Restated)

SUPPLEMENTARY INFORMATION:

1 unchanged sentence

Income taxes paid

NON-CASH INVESTING AND FINANCING TRANSACTIONS:

Director compensation settled with equity

Prior year director compensation settled with equity

Accrued expenses converted to equity

Accounts payable settled with equity

Gain on debt forgiveness

NON-CASH INVESTING AND FINANCING TRANSACTIONS:

Fair value of liability warrants issued

Debt extinguished and paid in common stock

Conversion of debt to common stock

contribution of investment in Odyssey Retriever, Inc.

Put option liability

Capital expenditures financed

1 unchanged sentence

Conversion of accounts receivable to note receivable

Non-Cash Disclosure:

During the years ended December 31, 2022, 2021 and 2020, we received 5,381,588 , $ 5,603,831 and $ 6,079,702 , respectively, in non-cash financing associated with our litigation financing as described in Note 10 Loans Payable - Litigation Financing.

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

During the year ended December 31, 2020 , we also recorded a debt discount of $ 1,063,811 and a corresponding increase to additional paid in capital for the fair value of certain warrants that were issued to the funder.

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

On March 30, 2021, Epsilon Acquisitions LLC converted indebtedness of $ 1,448,697 at an exercise price of $ 3.52 per share into 411,562 shares of our common stock.

On July 12, 2021, certain creditors converted $ 1,325,582 of our convertible indebtedness held by them into 283,850 shares of our common stock at a conversion price of $ 4.67 per share.

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

In return, the lender forgave $ 8,574,366 in principal debt, $ 5,905,993 in accrued interest and $ 232,543 in accounts payable, see Note 10 Loans Payable - Monaco for further detail.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

On March 3, 2023, Odyssey, AHMSA, MINOSA and Phosphate One entered into the Termination Agreement whereby the parties agreed that, concurrently with the payment of the Termination Payment, a portion of the Minosa Notes would be deemed automatically converted into 304,879 shares of Odyssey’s common stock at a share market price of $ 3.28 per share.

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

1 unchanged sentence

AND SUBSIDIARIES

N OTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 –

BASIS OF PRESENTATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION

Odyssey Marine Exploration, Inc.

and subsidiaries (the “Company,” “Odyssey,” “us,” “we” or “our”) is engaged in deep-ocean exploration.

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

Our corporate headquarters are located in Tampa, Florida.

Summary of Significant Accounting Policies

Our innovative techniques are currently applied to mineral exploration and other marine survey and contracted services.

Our corporate headquarters are in Tampa, Florida.

Going Concern Consideration

We have experienced several years of net losses and may continue to do so.

Our ability to generate net income or positive cash flows for the following twelve months is dependent upon financings, our success in developing and monetizing our interests in mineral exploration entities, generating income from contracted services or collecting on amounts owed to us.

Our 2024 business plan requires us to generate new cash inflows to effectively allow us to perform our planned projects.

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

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

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

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

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

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

Our consolidated non-restricted

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

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

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

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

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

These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

NOTE 2 – RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

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

de C.V., our Mexican subsidiary (“ExO” and, together with Odyssey, the “Claimholder”), and Poplar Falls LLC (the “Funder”), pursuant to which the Funder agreed to provide funding to the Claimholder to facilitate the prosecution and recovery of the claim by the Claimholder against the United Mexican States under Chapter Eleven of the North American Free Trade Agreement (“NAFTA”) for violations of the Claimholder’s rights under NAFTA related to the development of an undersea phosphate deposit off the coast of Baja Sur, Mexico (the “Project”), on our own behalf and on behalf of ExO and United Mexican States (the “Subject Claim”).

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

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

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

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

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

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

Additional Corrections

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

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

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

CIC Equity Investment Adjustment

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

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

We no longer have an investment in CIC LLC.

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

CIC Services Agreement Adjustment

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

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

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

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

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

2022 Warrant Issuance

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

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

Other Adjustments:

Monaco Note Payable Adjustmen

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

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

Capitalization of ROV Expense adjustment

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

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

Consolidated Balance Sheet As of December 31, 2022

Corrected Consolidated Balance Sheet

Investment in

Unconsolidated

Other Adjustment

Investment in unconsolidated entities

Option to purchase equity securities in related parties

Property and equipment, net

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Accounts payable

Accrued expenses

Loans payable

Litigation financing and other

Deferred revenue

Warrant liability

Total liabilities

Commitments and contingencies (Note 18)

STOCKHOLDERS’ DEFICIT

Additional paid-in capital

Accumulated deficit

( 298,231,607

( 301,442,776

Total liabilities and stockholders’ deficit

Consolidated Statement of Operations For the Twelve Months Ended

December 31, 2022

Corrected Consolidated Statements of Operations

Marketing, general and administrative

Operations and research

Total operating expenses

INCOME (LOSS) FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest expense

Change in derivative liabilities fair value

Total other income (expense)

NET INCOME / (LOSS)

NET INCOME / (LOSS) PER SHARE

Basic (See Note 2)

Diluted (See Note 2)

Weighted average number of common shares outstanding

Consolidated Statements Changes in

Stockholders’ Equity

Stock – Shares

Additional Paid-in

Accumulated Deficit

Non-controlling

Balance at December 31, 2022 (As previously reported)

( 298,231,607

Litigation Financing Adjustment

Investment in Unconsolidated Entities Adjustments

2022 Warrant Adjustment

Other Adjustment

Cumulative restatement adjustments

Balance at December 31, 2022 (As Restated)

( 301,442,776

For the Twelve Months Ended December 31, 2022

Corrected Consolidated Statements of Cash Flows

2022 Warrants

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss before non-controlling interest

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

Change in derivatives liabilities fair value

Accrued expenses and other

NET CASH USED IN OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES

2022 Warrants

CASH FLOWS FROM FINANCING ACTIVITIES:

Offering cost paid on financing

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE (DECREASE) IN CASH

CASH AT BEGINNING OF YEAR

CASH AT END OF YEAR

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

Recent Accounting Pronouncements

Accounting standards adopted

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

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

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

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

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

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

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

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

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

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

The Board simplified the settlement assessment by removing the requirements (1) to consider whether the contract would be settled in registered shares, (2) to consider whether collateral is required to be posted, and (3) to assess shareholder rights.

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

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

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

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

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

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

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

NOTE 2 –

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

2 unchanged sentences

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.

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

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

the consolidated statements of operations.

The results of operations attributable to the non-controlling

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

Some of the existing inter-company balances, which are eliminated upon consolidation, include features allowing the liabilities of Exploraciones Oceánicas S.

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

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

owned subsidiaries.

Use of Estimates

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

Management used estimates and assumptions in preparing these consolidated financial statements in accordance with generally accepted accounting principles in the United States (“US GAAP”).

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

Actual results could vary from the estimates that were used.

Reclassifications

Certain reclassifications have been made to the 2021 consolidated financial statements in order to conform to the classifications used in 2022 .

The reclassifications had no impact to operations or working capital.

Revenue Recognition and Accounts Receivable

12 unchanged sentences

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

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

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

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

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

Accounts receivable are based on amounts billed to customers.

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

We have determined no allowance is currently necessary.

If we were to have a recorded allowance, the accounts receivable would be stated net of the recorded allowance.

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

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

We estimate an allowance for credit losses based on ongoing evaluations of the accounts and notes receivable, the related credit risk characteristics, and the overall economic and environmental conditions affecting the financial assets.

Credit losses are charged off against the allowance when we believe the uncollectibility of the financial asset is confirmed.

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

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

At December 31, 2023 and 2022 we determined no allowance was necessary.

Cash and Cash Equivalents

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

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

Exploration License

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

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

Bismarck Exploration License

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

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

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 be recoverable per the guidance of ASC 360 Property, Plant and Equipment.

We did no t have any impairments for the years ended December 31, 2022, 2021 or 2020 .

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

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

The next renewal period will be in November 2024.

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

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

We did no t have any triggering events or impairments for the years ended December 31, 2023 or 2022.

Derivative Financial Instruments

From time to time, we may enter into a financial instrument that may contain a derivative.

In evaluating the fair value of derivative financial instruments, there are numerous assumptions which management must make that may influence the valuation of the derivatives that would be included in the financial statements.

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

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

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

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

settled by the counterparty.

As required by ASC 815 – Derivatives and Hedging

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

As discussed in NOTE 11 Loans Payable and

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

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

financing, issuance of warrants, and issuance costs.

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

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

The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity

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

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

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

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

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

Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the Statements of Operations.

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

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

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

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

Investments in Unconsolidated Entities

As discussed in NOTE 7 Investment in Unconsolidated Entities, the Company has cost basis method investments and an equity method investment with related parties.

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

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

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

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

The primary beneficiary of a VIE is the party that meets both of the following criteria:

(i) has the power to direct the activities that most significantly impact the VIE’s economic performance;

and (ii) has the obligation to absorb losses or the right to receive benefits from the VIE.

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

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

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

A reporting entity must consolidate a VIE if that reporting entity has a variable interest (or combination of variable interests) that will absorb a majority of the VIE’s expected losses, receive a majority of the VIE’s expected residual returns, or both.

A reporting entity must consider the rights and obligations conveyed by its variable interests and the relationship of its variable interests with variable interests held by other parties to determine whether its variable interests will absorb a majority of a VIE’s expected losses, receive a majority of the VIE’s expected residual returns, or both.

For investments in VIEs in which the Company is considered the primary beneficiary, the assets, liabilities and results of operations of the VIE are included in the Company’s consolidated financial statements.

As of December 31, 2023 and 2022, there were no VIEs for which the Company was the primary beneficiary.

We also review these investments for any potential impairment annually.

We use the equity method to account for investments in companies if our investment provides us with the ability to exercise significant influence over the operating and financial policies of the investee.

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

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

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

We eliminate from our financial results all significant intercompany transactions, including the intercompany portion of transactions with equity method investees.

Long-Lived Assets

Our policy is to recognize impairment losses relating to long-lived assets in accordance with the ASC 360 Property, Plant and Equipment.

Decisions are based on several factors, including, but not limited to, management’s plans for future operations, recent operating results and projected cash flows.

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

We did not have any impairments in for the years ended December 31, 2022, 2021 or 2020 .

Our policy is to recognize impairment losses relating to long-lived assets in accordance with ASC 360 Property, Plant and Equipment.

Decisions are based on several factors, including, but not limited to, management’s plans for future operations, recent operating results and projected cash flows.

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

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

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

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

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

Property and Equipment and Depreciation

Property and equipment is stated at historical cost.

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

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

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

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

years for marine equipment.

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.

All other repairs and maintenance 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.

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

, and is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period.

Diluted EPS reflects the potential dilution that would occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in our earnings.

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

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

At December 31, 2022, 2021 and 2020 the weighted average common shares outstanding were 17,310,915 , 13,296,687 and 10,538,114 , respectively.

For the years ended December 31, 2022, 2021 and 2020 in which net losses occurred, all potential common shares were excluded from Diluted EPS because the effect of including such shares would be anti-dilutive.

The potential common shares in the following table represents potential common shares calculated using the as if-converted method from outstanding options, stock awards and warrants that were excluded from the calculation of diluted EPS:

We use the treasury stock method to compute potential common shares from stock options, restricted stock units, and warrants and use the if-converted

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

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

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

(As Restated)

Average market price during the period

In the money potential common shares from options

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 EPS because calculation of the associated potential common shares has an anti-dilutive effect on EPS.

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

Per share exercise price

Out of the money options 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:

Excluded unvested restricted stock awards

Option awards

Unvested restricted stock awards

Convertible notes

Put Option Liability

Common Stock Warrant

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

Numerator, basic and diluted net loss available to stockholders

Shares used in computation –

Weighted average common shares outstanding

Shares used in computation –

Weighted average common shares outstanding

Net loss per share –

basic and diluted

December 31, 2023

(As Restated)

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

Basic net income (loss)

Diluted net income (loss) available to stockholders

Weighted average common shares outstanding – Basic

Dilutive effect of options

Dilutive effect of warrants

Dilutive effect of other convertible securities

Weighted average common shares outstanding – Diluted

Net (loss) income per share – basic

Net (loss) income per share – diluted

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

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

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

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

Operations and research

Operations and research expenses are charged to operations as incurred.

Stock-based Compensation

Our stock-based compensation is recorded in accordance with the guidance in the ASC topic for Stock-Based Compensation (see Note 13 Stockholders' Equity/(Deficit) ).

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

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

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

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

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

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

Forfeitures are recognized in compensation cost when they occur.

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

Fair Value of Financial Instruments

Financial instruments consist of cash, evidence of ownership in an entity, and contracts that both (i) impose on one entity a contractual obligation to deliver cash or another financial instrument to a second entity, or to exchange other financial instruments on potentially unfavorable terms with the second entity, and (ii) conveys to that second entity a contractual right (a) to receive cash or another financial instrument from the first entity, or (b) to exchange other financial instruments on potentially favorable terms with the first entity.

Accordingly, our financial instruments consist of cash and cash equivalents, accounts receivable, 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.

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.

Accordingly, our financial instruments consist of cash and cash equivalents, accounts receivable, equity securities, accounts payable, accrued liabilities, litigation financing and loans payable.

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

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

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

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

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

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

ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with US GAAP and expands disclosures about fair value measurements.

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

6 unchanged sentences

Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities.

Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions.

Level 2 inputs also include non-binding

market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions.

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

Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data.

At December 31, 2022 and 2021 , the Company did no t have any financial instruments measured on a recurring basis.

NOTE 3 –

CONCENTRATION OF CREDIT RISK

We do no t have any outstanding loans that bear variable interest rates thus we do not have any corresponding interest rate risk.

Level 3 inputs also include non-binding

market consensus prices or non-binding

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

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

December 31, 2023

Total Balance

37N Note embedded derivative

Put option liability

Litigation financing

Warrant liabilities issued with debt (December 2023 Warrants)

Warrant liabilities issued with equity (2022 Warrants)

Total of fair valued l

December 31, 2022 (As Restated)

Total Balance

Warrant liabilities issued with equity (2022 Warrants)

Litigation Financing

Total of fair valued l

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

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

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

The Litigation Financing valuation was based on the following assumptions:

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

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

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

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

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

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

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

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

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

Balance as of January 1, 2022 (As Restated)

Change in fair value

Issuance of new instrument

Issuance of new funding

Year ended December 31, 2022 (As Restated)

Change in fair value

Issuance of new instrument

Issuance of new funding

Warrants exercised

Debt conversion to equity

Year ended December 31, 2023

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

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

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

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

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

components of the arrangement.

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

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

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

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

component for accounting purposes.

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

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

For each lease, we must then determine:

The lease term – The lease term is the period of the lease not cancellable by us, together with periods covered by:

(i) renewal options we are reasonably certain to exercise or that are controlled by the lessor and (ii) termination options we are reasonably certain not to exercise.

The present value of lease payments is calculated based on:

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

Lease payments exclude consideration that is:

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

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

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

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

however, if the implicit rate a lease is not readily determinable, we would use the hypothetical incremental borrowing rate we would have to pay to borrow an amount equal to the lease payments, on a collateralized basis, over a timeframe similar to the lease term.

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

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

(“ROU”) asset.

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

Lease liabilities are initially recorded at lease commencement as the present value of future lease payments.

ROU assets are initially recorded at lease commencement as the initial amount of the lease liability, together with the following, if applicable:

(i) initial direct costs and (ii) lease payments made, net of lease incentives received, prior to lease commencement.

Over the lease term, we increase our lease liabilities using the effective interest method and decrease our lease liabilities for lease payments made.

We generally amortize the ROU asset over the shorter of the estimated useful life or the lease term and assess our ROU assets for impairment, similar to other long-lived assets.

For operating leases, a single lease cost is generally recognized in the Consolidated Statements of Operations on a straight-line basis over the lease term.

Foreign Currency

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

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

dollars using the exchange rates in effect at the balance sheet date.

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

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

Segment Reporting

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

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

NOTE 4 – CONCENTRATION OF CREDIT RISK

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

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

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

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

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

NOTE 4 –

ACCOUNTS RECEIVABLE AND OTHER RELATED PARTY, NET

Our accounts receivable consisted of the following:

NOTE 5 – ACCOUNTS AND OTHER RELATED PARTY RECEIVABLES

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

(As Restated)

Related party (see Note 8)

Accounts receivable, net

NOTE 5 –

SHORT-TERM NOTES RECEIVABLE RELATED PARTY, NET

Total accounts and other related party receivables

NOTE 6 – SHORT-TERM NOTES RECEIVABLE RELATED PARTY

Our short-term notes receivable consisted of the following:

Related party (see Note 8)

Short-term notes receivable, net

NOTE 6 –

Short-term notes receivable

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

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

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

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

See Note 8 for further details.

NOTE 7 – INVESTMENT IN UNCONSOLIDATED ENTITIES

Chatham Rock Phosphate, Limited

Neptune Minerals, Inc.

Ocean Minerals, LLC

Investment in unconsolidated entities

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

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

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

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

We provide services to CIC (see NOTE 8.

Related Party Transactions).

We currently provide services to a deep-sea mineral exploration company, CIC Limited ("CIC"), which was organized and is majority owned and controlled by Greg Stemm, Odyssey’s past Chairman of the Board.

Stemm’s involvement with this company was disclosed to, and approved by, the Odyssey Board of Directors and legal counsel pursuant to the terms of Mr.

Stemm’s consulting agreement in effect at that time.

A current Odyssey director, Mark B.

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

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

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

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

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

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

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

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

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

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

Chatham Rock Phosphate, Limited

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

We record our investment under the cost method.

During 2012, we performed deep-sea

mining exploratory services for Chatham Rock Phosphate, Ltd.

(“CRP”) valued at $ 1,680,000 .

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

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

The surviving entity is now CRPL.

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

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

Neptune Minerals, Inc.

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

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

Previously, when we accounted for this investment using the equity method of accounting, we accumulated and did not recognize $ 21.3 million in our income statement because these losses exceeded our investment in NMI.

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

Ocean Minerals, LLC

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

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

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

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

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

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

We record our investment under the equity method.

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

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

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

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

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

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

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

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

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

Equity Exchange Agreement

In connection with the transactions contemplated by the OML Purchase Agreement, Odyssey and the existing members of OML entered into an Equity Exchange Agreement (the “Exchange Agreement”) pursuant to which such members of OML have the right, but not the obligation, to exchange membership interest units of OML held by them for shares of Odyssey’s common stock, exercisable at any time and from time to time during the period beginning on the six-month

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

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

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

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

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

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

Subsequently, changes in the fair value of the liability will be recognized in earnings.

Contribution Agreement

In connection with the transactions contemplated by the OML Purchase Agreement, Odyssey, the Purchaser, and OML also entered into a Contribution Agreement pursuant to which additional membership interest units of OML may be issued to the Purchaser in consideration of the contribution to OML by Odyssey from time to time of certain property or other assets and services with an aggregate value of up to $ 10.0 million.

We concluded that the Contribution Agreement is within the scope of ASC 606, as the services provided are within Odyssey’s ordinary activities, and OML is therefore considered a customer of Odyssey.

Equity Method of Accounting

The Company has determined that OML operates more like a partnership, and as the Company holds more than 3 % - 5 % and has greater than virtually no influence over OML, the investment is within the scope of ASC 323, Investments – Equity and Joint Ventures.

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

As a result, OML is considered a related party.

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

Furthermore, the total consideration transferred is allocated to the different components identified in the OML Purchase Agreement based on their closing date fair value, including, (1) the Initial OML Units, (2) the Second OML Units option, (3) the Third OML Units option and (4) the Optional Units, each as defined below, as well as the Equity Exchange Agreement as previously defined above.

Through a series of transactions pursuant to the OML Unit Purchase Agreement, the Company agreed to pay a total purchase price of $ 15 million, or $ 20.45 per unit, for 733,497 units, as follows:

The Initial Closing – The Company purchased 293,399 of the Purchased Units (the “Initial OML Units”), representing approximately 6.28 % of the OML Units, in return for the initial purchase price of $ 1.0 million cash and Odyssey’s shares of ORI.

The initial closing of the purchase and sale of the Purchased Units was amended to July 3, 2023.

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

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

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

The third closing will occur on the earlier of (a) the date that is thirty (30) days after OML notifies the Company that it has received and provides a copy to the Company of, the Independent Resource Report, and (b) the date that is the first anniversary of the initial closing date (“Third Closing”).

Optional Units – The Company has the option to purchase up to additional 1,466,993 of OML Interest Units (“the Units”), at the Company’s discretion (“Optional Units”), at the agreed upon price of $ 20.45 per unit within the eighteen-month anniversary of the Initial Closing Date, July 3, 2023.

The recorded asset value of this option is $ 5.7 million on December 31, 2023.

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

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

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

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

Therefore, as of the amendment date, the Company may only purchase the Optional Units through January 2, 2025 (eighteen months from the Initial Closing Date) (“Optional Units Amendment”).

The Company concluded that the Second OML Units option, the Third OML Units option and the Optional Units are within the scope of ASC 321 Investments – Equity and Joint Ventures and would therefore be initially recognized at cost as part of the initial consideration transferred, and thereafter will be accounted for under the measurement alternative at cost with adjustments related to impairment and observable market adjustments.

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

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

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

Subsequently, changes in the fair value of the liability was recognized in earnings and not as an adjustment to the cost basis of Odyssey’s investment in OML.

As part of the Initial Closing, Odyssey transferred its equity interest of ORI, free of debt of the finance liability owed on the sale-leaseback arrangement.

This portion was determined to be part of the Initial Consideration Transferred, as of July 3, 2023, as it meets the definition of a subsidiary of the acquirer.

ASC 805, Business Combination, further provides that the consideration transferred in a business combination is measured at fair value, determined in accordance with ASC 820, Fair Value Measurement, except for (i) assets and liabilities transferred that remain under the control of the acquiree after the business combination, and (ii) any portion of the acquirer’s shared-based replacement awards exchanged for awards held by the acquiree’s grantees included in the consideration transferred.

Therefore, the Company determined that although the OML Purchase Agreement provides that the contractual amount of ORI is $ 5 million, the Company is required to determine whether the contractual amount represents the fair value of the transferred asset.

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

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

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

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

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

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

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

Cash consideration

Fair value of Odyssey Retriever, Inc.

Fair value of the Second Closing

Fair value of the Third Closing

Fair value of the Equity Exchange Agreement

Transaction costs

Initial closing consideration

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

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

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

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

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

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

NOTE 8 RELATED PARTY TRANSACTIONS

Odyssey’s lead director, Mark B.

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

Another current Odyssey director, Laura L.

Barton, is also a director of CIC.

We believe Mr.

Justh's indirect ownership in CIC and Ms.

Barton's role as director of both entities do not impair their independence under applicable rules.

We are providing these services to CIC pursuant to a Master Services Agreement that provides for back-office services in exchange for a recurring monthly fee as well as other deep-sea mineral related services on a cost-plus profit basis and will be compensated for these services with a combination of cash and equity in CIC.

For the years ended December 31, 2022, 2021 and 2020, we invoiced CIC a total of $ 1,334,702 , $ 921,238 and $ 2,038,332 , respectively, which was for technical and support services.

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

See Note 4 Accounts Receivable and Other Related Party, Net for related accounts receivable and Note 5 Short-term Notes Receivable Related Party, Net for related short-term notes receivable at December 31, 2022 and 2021 and Note 9 Investment in Unconsolidated Entity for our investment in an unconsolidated entity.

In furtherance of the Master Services Agreement, we are financing the acquisition of certain equipment required for implementation of CIC's Marine Operations Plan, which is the comprehensive workplan for offshore operations, including exploration, survey and sampling of potential mineral deposits.

As of December 31, 2022 we have pai d $ 207,330 toward the purchase of this equipment and CIC has reimbursed $ 136,860 of that amount.

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

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

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

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

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

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

See Note 6 Investment in Unconsolidated Entities.

On December 13, 2022, we entered into a Loan Agreement with CIC.

Pursuant to the Loan Agreement, CIC issued to Odyssey a convertible promissory note in the amount of $ 1,350,000 that bears interest at a rate of 18 % per annum.

On the closing date of the Loan Agreement, Odyssey advanced CIC $ 1,000,000 (the "Advanced Amount") and recorded an original issue discount ("OID") of $ 350,000 , which will be accreted as interest income in our consolidated statements of operations.

Upon an event of default, the unpaid principal amount and, to the extent permitted by law, any accrued and unpaid interest and all other obligations, shall accrue interest at the rate of 18 % per annum plus default interest at the rate of 3 % per annum until paid in full.

Unless otherwise converted or repaid as described below, the entire outstanding principal balance under the Loan agreement and all accrued interest is due and payable on March 31, 2023 (the "Maturity Date").

The Loan Agreement provides that CIC may repay the Advanced Amount plus accrued interest on or prior to the fifth business day after the Maturity Date (the “Maturity Cure Date”) in full satisfaction of the Loan Agreement.

Odyssey expects CIC to repay the Advanced Amount on or prior to the Maturity Cure Date in accordance with the terms of the Loan Agreement.

Odyssey has the option to convert all or any portion of the Advanced Amount and accrued and unpaid interest thereon, at any time prior to the Maturity Cure Date, into Class B Shares of CIC's common stock at the Conversion Rate of $ 1.00 per share.

In the event of default, Odyssey has the option to convert all or any portion of the Advanced Amount and accrued and unpaid interest thereon into Class A Shares of CIC's common stock at the Conversion Rate of $ 1.00 per share.

For the year ended December 31, 2022, we recorded $ 61,009 of interest income from the accretion of the OID.

The December 31, 2022 carrying value of the note receivable was $ 1,061,009 and the unamortized OID was approximately $ 288,991 .

At December 31, 2022 we recorded $ 12,649 in accrued interest receivable, which is included in the note receivable balance.

Pursuant to the Loan Agreement, CIC issued to Odyssey a convertible promissory note in the amount of $ 1,350,000 that bore interest at a rate of 18 % per annum.

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

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

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

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

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

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

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

Pursuant to the Services Agreement Note, Odyssey agreed to extend the terms of its outstanding accounts receivables balance for past and future services performed under the Master Services Agreement for an amount not to exceed $ 600,000 .

The note bears interest at a rate of 1.5 % per month and matures on April 30, 2023 .

Interest is due and payable on the first day of each month for the previous month.

The December 31, 2022 carrying value of the note receivable was $ 503,059 .

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

On July 15, 2021, MINOSA assigned $ 404,633 of its indebtedness with accumulated accrued interest of $ 159,082 to a director of the Company under the same terms as the original agreement, and that indebtedness continues to be convertible at a

conversion price of $ 4.35 .

This transaction was reviewed and approved by the independent members of the Company’s board of directors.

On March 6, 2023 this note was terminated and Odyssey issued a new note, see Note 10 Loans Payable –

MINOSA 2 for detail.

NOTE 7 –

OTHER CURRENT ASSETS

Our other current assets consist of the following:

Prepaid expenses

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

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

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

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

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

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

On July 15, 2021, MINOSA assigned $ 404,633 of its indebtedness with accumulated accrued interest of $ 159,082 to James Pignatelli, then a director of the Company, under the same terms as the original agreement, and that indebtedness continued to be convertible at a conversion price of $ 4.35 .

This transaction was reviewed and approved by the independent members of the Company’s board of directors.

On March 6, 2023, this note was terminated and Odyssey issued a new note, see Note 11 Loans Payable – MINOSA 2 for detail.

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

Ocean Minerals, LLC

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

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

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

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

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

Salvage Agreement

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

A company controlled by Mr.

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

Odyssey and Mr.

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

Oceanica and ExO

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No principal amount was repaid during fiscal year 2023.

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

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

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

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

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

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

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

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

No principal amount was repaid during fiscal year 2023.

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

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

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

No principal amount was repaid during fiscal year 2023.

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

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

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

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

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

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

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

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

NOTE 9 – OTHER CURRENT ASSETS

Our other current assets consisted of the following:

(As Restated)

Prepaid insurance

Other prepaid assets

Total other current assets

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

Prepaid expenses are predominantly insurance related.

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

NOTE 8 –

PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

NOTE 10 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

(As Restated)

Computers and peripherals

1 unchanged sentence

Marine equipment

Right to use asset, net

Accumulated depreciation

Property and equipment, net

See Lease commitment in Note 16 Commitments and Contingencies –

Commitments and Contingencies for further information on right to use asset, net.

NOTE 9 –

INVESTMENT IN UNCONSOLIDATED ENTITY

Neptune Minerals, Inc.

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

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

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

At December 31, 2022 , our estimated share of unrecognized NMI equity-method losses is approximately $ 21.3 million.

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

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

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

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

We do not believe losses NMI may have incurred subsequent to the December 31, 2016 audit to be material.

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

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

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

Accordingly, we are not the primary beneficiary of NMI.

As of December 31, 2022 , the net carrying value of our investment in NMI was zero in our consolidated financial statements.

Chatham Rock Phosphate, Limited.

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

("CRP") valued at $ 1,680,000 .

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

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

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

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

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

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

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

In 2018, we began providing services to CIC (see Note 6 Related Party Transactions).

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

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

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

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

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

At December 31, 2022 and 2021, the accumulated investment in the entity was $ 4,404,717 and $ 3,253,950 , respectively, which is classified as an investment in unconsolidated entity in our consolidated balance sheets.

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

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.

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

NOTE 10 –

Depreciation expense for the years ended

NOTE 11 – LOANS PAYABLE

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

Loans Payable

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

Interest Expense

Year Ended December 31,

Litigation financing

March 2023 Note

December 2023 Note

Emergency Injury Disaster Loan

Vendor note payable

Seller Note payable

D&O Insurance note payable

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

("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.

AFCO Insurance note payable

Pignatelli note

Finance liability (NOTE 13)

Total Loans payable

Unamortized deferred lender fee

Unamortized deferred discount

Total Loans payable, net

Current portion of loans payable

Loans payable - long term

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

in Note 15 – Stockholders’ Equity/(Deficit)

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

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

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

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

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

(i) 30 days after the date on which (x) SEMARNAT makes a determination with respect to the current application for the Manifestacion de Impacto Ambiental relating to phosphate deposit project, which determination is other than an approval or (y) Odyssey Marine Enterprises or any of its affiliates withdraws such application without MINOSA’s prior written consent;

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

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

(iv) December 31, 2015;

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

This indebtedness is classified as short-term debt.

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

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

Completion of the transaction requires amending the Company’s articles of incorporation to (a) effect a reverse stock split, which was implemented on February 19, 2016, (b) adjusting the Company’s authorized capitalization, which was also implemented on February 19, 2016, and (c) establishing a classified board of directors (collectively, the "Amendments").

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

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

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

Per Note 10 Loans Payable - MINOSA 2 below, the Minosa Purchase Agreement amended the due date of this note to a due date which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that Minosa intends to demand payment.

See Note 10 Loans Payable - MINOSA 2 for further qualifications.

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

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

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

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

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

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

On August 10, 2017, we entered into a Note Purchase Agreement (the “Minosa Purchase Agreement”) with MINOSA.

Pursuant to the Minosa Purchase Agreement, MINOSA agreed to loan Enterprises up to $ 3.0 million.

During 2017, we borrowed $ 2.7 million against this facility, and Epsilon Acquisitions LLC ("Epsilon") assigned $ 2.0 million of its previously held debt to MINOSA.

The indebtedness is evidenced by a secured convertible promissory note (the "Minosa Note") and bears interest at a rate equal to 10.0 % per annum.

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

provided, that MINOSA agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Minosa Note) or (b) a date, which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that MINOSA intends to demand payment.

MINOSA has not provided any notice they intend to issue a payment demand notice.

We unconditionally and irrevocably guaranteed all of the obligations under the Minosa Purchase Agreement and the Minosa Note.

MINOSA has the right to convert all amounts outstanding under the Minosa Note into shares of our common stock upon 75 days’

notice to us or upon a merger, consolidation, third party tender offer, or

similar transaction relating to us at the conversion price of $ 4.35 per share.

Pursuant to the Minosa Purchase Agreement, MINOSA agreed to loan Odyssey Marine Enterprises Ltd.

up to $ 3.0 million.

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

The indebtedness is evidenced by a secured convertible promissory note (the “Minosa 2 Note” and, together with the Minosa 1 Note, the “Minosa Notes”) and bears interest at a rate equal to 10.0 % per annum.

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

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

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

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

On July 15, 2021, $ 404,633 of this indebtedness with accumulated interest of $ 159,082 was transferred to a director of the Company under the same terms as the original agreement, and that indebtedness continues to be convertible at a conversion price of $ 4.35 per share.

This transaction was reviewed and approved by the independent members of the Company’s board of directors.

On July 15, 2021, $ 404,633 of this indebtedness with accumulated interest of $ 159,082 was transferred to James Pignatelli, a director of the Company, under the same terms as the original agreement, and that indebtedness continues to be convertible at a conversion price of $ 4.35 per share.

This transaction was reviewed and approved by the independent members of the Company’s board of directors.

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

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

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

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

of the applicable conversion price.

Upon the closing of the Minosa Purchase Agreement, along with MINOSA, and Penelope Mining LLC, an affiliate of MINOSA (“Penelope”), executed and delivered a Second Amended and Restated Waiver and Consent and Amendment No.

1 unchanged sentence

2 to Stock Purchase Agreement (the “Second AR Waiver”).

Pursuant to the Second AR Waiver, Minosa and Penelope consented to the transactions contemplated by the Minosa Purchase Agreement and waived any breach of any representation or warranty and violation of any covenant in the Stock Purchase Agreement, dated as of March 11, 2015, as amended April 10, 2015 (the "SPA"), by and among us, Minosa, and Penelope, arising out of the Company’s execution and delivery of the Minosa Purchase Agreement and the consummation of the transactions contemplated thereby.

Pursuant to the Second AR Waiver, we also waived, and agreed not to exercise our right to terminate the SPA pursuant to Section 8.1(c)(ii) thereto, both (a) until after the earlier of (i) July 1, 2018, (ii) the date that MINOSA fails, refuses, or declines to fund (or otherwise does not fund) any subsequent loan under the Minosa Purchase Agreement and (iii) demand is made for repayment of all or any part of the indebtedness outstanding under the Minosa Note, the Second AR Epsilon Note, or the Promissory Note, dated as of March 11, 2015, as amended (the "SPA Note"), in the principal amount of $ 14.75 million that was issued by us to MINOSA under the SPA, and (b) unless on or prior to such termination, the Notes are paid in full.

Pursuant to the Second AR Waiver, MINOSA and Penelope consented to the transactions contemplated by the Minosa Purchase Agreement and waived any breach of any representation or warranty and violation of any covenant in the Stock Purchase Agreement, dated as of March 11, 2015, as amended April 10, 2015 (the “SPA”), by and among us, MINOSA, and Penelope, arising out of the Company’s execution and delivery of the Minosa Purchase Agreement and the consummation of the transactions contemplated thereby.

Pursuant to the Second AR Waiver, we also waived, and agreed not to exercise our right to terminate the SPA pursuant to Section 8.1(c)(ii) thereto, both (a) until after the earlier of (i) July 1, 2018, (ii) the date that MINOSA fails, refuses, or declines to fund (or otherwise does not fund) any subsequent loan under the Minosa Purchase Agreement and (iii) demand is made for repayment of all or any part of the indebtedness outstanding under the Minosa Notes, the Second AR Epsilon Note, or the Promissory Note, dated as of March 11, 2015, as amended (the “SPA Note”), in the principal amount of $ 14.75 million that was issued by us to MINOSA under the SPA, and (b) unless on or prior to such termination, the Minosa Notes are paid in full.

The Second AR Waiver (x) further provides that following any conversion of the indebtedness evidenced by the Minosa 2 Note, Penelope may elect to reduce its commitment to purchase our preferred stock under the SPA by the amount of indebtedness converted by MINOSA and (y) amends the SPA Note to provide that the outstanding principal balance under the SPA Note and all accrued interest and fees are due and payable upon written demand by MINOSA;

provided, that Minosa agreed not make a demand for payment prior to the earlier of (a) an event of default (as defined in the Minosa 2 Note) or (b) a date, which may be no earlier than December 31, 2017, that is at least 60 days subsequent to written notice that Minosa intends to demand payment.

The obligations under the Minosa Note may be accelerated upon the occurrence of specified events of default including (a) our failure to pay any amount payable under the Minosa Note on the date due and payable;

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

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

below for information on the SPA.

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

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

(c) the occurrence and expiration of all applicable grace periods, if any, of an event of default or material breach by us under any of the other loan documents;

(d) the termination of the SPA;

(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;

€ commencement of certain specified dissolution, liquidation, insolvency, bankruptcy, reorganization, or similar cases or actions by or against us, in specified circumstances unless dismissed or stayed within 60 days;

(f) the entry of a judgment or award against us in excess of $ 100,000 ;

and (g) the occurrence of a change in control (as defined in the Minosa Note).

Pursuant to second amended and restated pledge agreements (the "Second AR Pledge Agreements") entered into by us in favor of MINOSA, we pledged and granted security interests to MINOSA in (a) the 54 million cuotas (a unit of ownership under Panamanian law) of Oceanica held by us, (b) all notes and other receivables from Oceanica and its subsidiary owed to us, and (c) all of the outstanding equity in our wholly owned subsidiary, Odyssey Marine Enterprises, Ltd.

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

Pursuant to second amended and restated pledge agreements (the “Second AR Pledge Agreements”) entered into by us in favor of MINOSA on August 10, 2017, we pledged and granted security interests to MINOSA in (a) the 54 million cuotas (a unit of ownership under Panamanian law) of Oceanica held by us, (b) all notes and other receivables from Oceanica and its subsidiary owed to us, and (c) all of the outstanding equity in our wholly owned subsidiary, Odyssey Marine Enterprises, Ltd.

In connection with the execution and delivery of the Minosa Purchase Agreement, Odyssey and MINOSA entered into a second amended and restated registration rights agreement (the “Second AR Registration Rights Agreement”) pursuant to which Odyssey agreed to register the offer and sale of the shares (the “Conversion Shares”) of our common stock issuable upon the conversion of the indebtedness evidenced by the Minosa 2 Note.

Subject to specified limitations set forth in the Second AR Registration Rights Agreement, including that we are eligible to use Form S-3, the holder of the Minosa 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.

Subject to specified limitations set forth in the Second AR Registration Rights Agreement, including that we are eligible to use Form S-3,

the holder of the Minosa 2 Note can require us to register the offer and sale of the Conversion Shares if the aggregate offering price thereof (before any underwriting discounts and commissions) is not less than $ 3.0 million.

In addition, we agreed to file a registration statement relating to the offer and sale of the Conversion Shares on a continuous basis promptly (but in no event later than 60 days after) after the conversion of the Minosa 2 Note into the Conversion Shares and to thereafter use its reasonable best efforts to have such registration statement declared effective by the Securities and Exchange Commission.

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

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

(“AHMSA”), MINOSA and Phosphate One LLC (f/k/a Penelope Mining LLC, “Phosphate One”

and together with AHMSA and MINOSA, the “AHMSA Parties”) entered into Settlement, Release and Termination Agreement (the “Termination Agreement”).

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

(“AHMSA”), MINOSA and Phosphate One LLC (f/k/a Penelope Mining LLC, “Phosphate One” and together with AHMSA and MINOSA, the “AHMSA Parties”) entered into Settlement, Release and Termination Agreement (the “Termination Agreement”).

Pursuant to the Termination Agreement:

Odyssey paid AHMSA $ 9.0 million (the “Termination Payment”) in cash on March 6, 2023;

the parties agreed that, concurrently with the payment of the Termination Payment, a portion of the MINOSA Notes would be deemed automatically converted into 304,879 shares of Odyssey’s common stock;

the MINOSA Notes, the Purchase Agreement, and the Pledge Agreements were terminated;

each of the AHMSA Parties, on the one hand, and Odyssey, on the other, agreed to release the other parties and their respective affiliates, equity holders, beneficiaries, successors and assigns (the “Released Parties”) from any and all claims, demands, damages, actions, causes of action or liabilities of any kind or nature whatsoever under the SPA, the MINOSA Notes, the Minosa Purchase Agreement, or the Pledge Agreements (the “Released Matters”);

Odyssey paid AHMSA $ 9.0 million (the “Termination Payment”) in cash on March 6, 2023;

the parties agreed that, concurrently with the payment of the Termination Payment, a portion of the Minosa Notes would be deemed automatically converted into

shares of Odyssey’s common stock;

the Minosa Notes, the Stock Purchase Agreement, and the Pledge Agreements were terminated;

each of the AHMSA Parties, on the one hand, and Odyssey, on the other, agreed to release the other parties and their respective affiliates, equity holders, beneficiaries, successors and assigns (the “Released Parties”) from any and all claims, demands, damages, actions, causes of action or liabilities of any kind or nature whatsoever under the SPA, the Minosa Notes, the Minosa Purchase Agreement, or the Pledge Agreements (the “Released Matters”);

each of the AHMSA Parties, on the one hand, and Odyssey, on the other, agreed not to make any claims against any of the Released Parties related to the Released Matters.

The transactions contemplated by the Termination Agreement were completed on March 6, 2023 .

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

On March 6, 2023, Odyssey entered into a Release and Termination Agreement with a director of the Company, James S.

Pignatelli, to terminate and release a portion of the MINOSA 2 Note assigned to Mr.

Pignatelli in 2021, the related Note Purchase Agreement (“NPA”) and the Pledge Agreement.

On March 6, 2023, Odyssey issued a new Unsecured Convertible Promissory Note in the principal amount of $ 500,000 to Mr.

3 unchanged sentences

Pignatelli in the principal amount of $ 404,634 and convertible at a conversion price of $ 4.35 per share, pursuant to which the outstanding aggregate obligation with accrued interest was $ 630,231 .

Emergency Injury Disaster Loan

On June 26, 2020, we executed the standard loan documents required for securing an Economic Injury Disaster Loan (the “EIDL Loan”) from the United States Small Business Administration (the “SBA”).

The principal amount of the EIDL Loan is $ 150,000 , with proceeds to be used for working capital purposes.

Interest on the EIDL Loan accrues at the rate of 3.75 % per annum and installment payments, including principal and interest of $ 731 , are due monthly beginning 12 months from the date of the EIDL Loan.

In 2021, the SBA extended this 12-month

period, setting the first payment due date in December 2022.

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

The balance of principal and interest is payable thirty years from the date of the promissory note.

In connection with the EIDL Loan, the Company executed the EIDL Loan documents, which include the SBA Secured Disaster Loan Note, dated May 16, 2020, the Loan Authorization and Agreement, dated May 16, 2020, and the Security Agreement, dated May 16, 2020, each between the SBA and the Company.

Vendor Note Payable

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

This trade payable bears simple annual interest at a rate of 12 %.

As collateral, we granted the vendor a primary lien on certain of our equipment.

The carrying value of this equipment is zero .

This agreement matured in August 2018

Even though this agreement has matured, the creditor has not demanded payment.

There are no covenant requirements to meet that would expose the Company to default situations.

Seller Note Payable

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

Pursuant to the Purchase and Sale Agreement, Seller agreed to sell us the marine equipment, related tooling items and spares for $ 2.5 million.

On or before the closing date, Odyssey paid the Seller $ 1.1 million for the acquisition of the assets.

Pursuant to the Purchase and Sale Agreement, we paid the Seller the $ 1.4 million balance of the purchase price as a fully amortizing loan, bearing interest at a rate of 20 % per annum, maturing on June 5, 2024 (the “Seller Note”).

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

AFCO Insurance Note Payable

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

Pursuant to the Premium Finance Agreement, AFCO agreed to finance the D&O Insurance premiums evidenced by the promissory note, bearing interest at a rate of 7.20 % per annum, maturing on October 31, 2024 .

On November 1, 2022, we entered into the Premium Finance Agreement with AFCO.

Pursuant to the Premium Finance Agreement, AFCO agreed to finance the D&O Insurance premiums evidenced by the promissory note, bearing interest at a rate of 4.95 % per annum, that matured on November 30, 2023 .

On February 28, 2023, Odyssey issued a $ 300,000 11.0 % Promissory Note to Galileo NCC Inc (“Galileo”).

The Promissory Note was payable on April 1, 2023 .

On March 6, 2023, Odyssey repaid this note payable in full with proceeds from the issuance of the March 2023 Note (as defined below).

March 2023 Note and Warrant Purchase Agreement

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

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

As a result, there was a debt discount of $ 3,742,362 , which is being amortized over the remaining term of the March 2023 Note Purchase Agreement using the effective interest method, which is charged to interest expense.

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

The principal amount outstanding under the March 2023 Note bears interest at the rate of 11.0 % per annum, and interest is payable in cash on a quarterly basis, except that, (a) at Odyssey’s option and upon notice to the holder of the March 2023 Note, any quarterly interest payment may be satisfied, in lieu of paying such cash interest, by adding an equivalent amount to the principal amount of the March 2023 Note (“PIK Interest”), and (b) the first quarterly interest payment due under the March 2023 Note will be satisfied with PIK Interest.

The March 2023 Note provides Odyssey with the right, but not the obligation, upon notice to the holder of the March 2023 Note to redeem (x) at any time before the first anniversary of the issuance of the March 2023 Note, all or any portion of the indebtedness outstanding under the March 2023 Note (together with all accrued and unpaid interest, including PIK Interest) for an amount equal to one hundred twenty percent ( 120 %) of the outstanding principal amount so being redeemed, and (y) at any time on or after the first anniversary of the issuance of the March 2023 Note, all or any portion of the indebtedness outstanding under the March 2023 Note (together with all accrued and unpaid interest, including PIK Interest).

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

Under the terms of the March 2023 Note Purchase Agreement, Odyssey agreed to use the proceeds of the sale of the Securities to fund Odyssey’s obligations under the Termination Agreement (as defined above), to pay legal fees and costs related to Odyssey’s NAFTA arbitration against the United Mexican States, to pay fees and expenses related to the transactions contemplated by the March 2023 Note Purchase Agreement, and for working capital and other general corporate expenditures.

Odyssey’s obligations under Note are secured by a security interest in substantially all of Odyssey’s assets (subject to limited stated exclusions).

Under the terms of the March 2023 Warrant, the holder has the right for a period of three years after issuance to purchase up to 3,703,703 shares of Odyssey’s common stock at an exercise price of $ 3.78 per share, which represents 120.0 % of the official closing price of Odyssey’s common stock on the Nasdaq Capital Market immediately preceding the signing of the March 2023 Note Purchase Agreement, upon delivery of a notice of exercise to Odyssey.

Upon exercise of the March 2023 Warrant, Odyssey has the option to either (a) deliver the shares of common stock issuable upon exercise or (b) pay to the holder an amount equal to the difference between (i) the aggregate exercise price payable under the notice of exercise and (ii) the product of (A) the number of shares of common stock indicated in the notice of exercise multiplied by (B) the arithmetic average of the daily volume-weighted average price of the common stock on the Nasdaq Capital Market for the five consecutive trading days ending on, and including, the trading day immediately prior to the date of the notice of exercise.

The warrant provides for customary adjustments to the exercise price and the number of shares of common stock issuable upon exercise in the event of a stock split, recapitalization, reclassification, combination or exchange of shares, separation, reorganization, liquidation, or the like.

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

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

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

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

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

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

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

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

bearing and matured on July 30, 2023.

At any time from 31 days after the maturity date, 37N has the option to convert all or a portion of the outstanding amount of the indebtedness into conversion shares equal to the quotient obtained by dividing (A) 120% of the amount of the indebtedness, by (B) the lower of $3.66 or 70% of the 10-day

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

The aggregate maximum number of shares of Common Stock to be issued in connection with conversion of the indebtedness is not to exceed (i) 19.9 % of the outstanding shares of Common Stock prior to the date of the Agreement, (ii) 19.9 % of the combined voting power of the outstanding voting securities, or (iii) such number of shares of Common Stock that would violate the applicable listing rules of the Principal Market if the stockholders did not approve the issuance of Common Stock upon conversion of the indebtedness.

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

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

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

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

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

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

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

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

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

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

As a result, the share settled redemption and conversion features were recorded at fair value at each reporting period outstanding with changes recognized through Interest expenses on the consolidated statement of operations.

The Company analyzed the conversion feature of the note and determined that, because it includes a conditional obligation to issue a variable number of shares based on a fixed amount known at inception, the debt is properly classified as a liability in the balance sheet.

The Company identified seven embedded features, all of which were of de minimis fair value other than the Share Settled Redemption Feature.

As such, only that was bifurcated and accounted for separately from the debt host.

Certain default put provisions were not considered to be clearly and closely related to the debt host, but management concluded that the value of these default put provisions was de minimis.

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

On March 7, 2022, we entered into a Note Purchase Agreement (“2022 Note Agreement”) with 37N in which 37N agreed to loan us up to $ 2,000,000 .

These loan proceeds were received in full on March 25, 2022.

Pursuant to the 2022 Note Agreement, the indebtedness was non-interest

bearing and matured on June 25, 2022.

Anytime from 30 days after the maturity date, 37N had the option to convert all or a portion of the outstanding amount of the indebtedness into conversion shares equal to the quotient obtained by dividing (A) 125% of the amount of the indebtedness, by (B) the lower of $5.94 and 70% of the 10-day

The aggregate maximum number of shares of Common Stock to be issued in connection with conversion of the indebtedness was not to exceed (i) 19.9 % of the outstanding shares of Common Stock prior to the date of the 2022 Note Agreement, (ii) 19.9 % of the combined voting power of the outstanding voting securities, or iii) exceed the applicable listing rules of the Principal Market if the stockholders did not approve the issuance of Common Stock upon conversion of the indebtedness.

Any time prior to maturity, we had the option to prepay the indebtedness at an amount of 110 % of the unpaid principal.

From the maturity date to 29 days after the maturity date (July 24, 2022), we were permitted to prepay all (but not less than) an amount equal to 115 % of the unpaid amount of the indebtedness.

Anytime, after the 30 th

day after the maturity date (July 25, 2022), we were permitted to prepay all (but not less than) an amount equal to 125 % of the unpaid amount of the indebtedness, however, we were required to provide 37N a prepayment notice at least 10 days prior to repayment.

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

period, the Note would be converted, rather than prepaid.

If 37N delivered an exercise notice and the number of shares issuable is limited by the 19.9 % limitation outlined above, then we were permitted to prepay all (but not less than all) an amount equal to 130 % of the remaining unpaid amount.

On June 29, 2022, the Company paid $ 2,200,000 of the outstanding amounts payable under the 2022 Note Agreement with 37N.

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

December 2023 Note and Warrant Purchase Agreement

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

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

The December 2023 Notes provide us with the right, but not the obligation, upon notice to the holders of the December 2023 Notes to redeem (x) at any time before the first anniversary of the issuance of the December 2023 Notes, all or any portion of the indebtedness outstanding under the December 2023 Notes (together with all accrued and unpaid interest, including December 2023 PIK Interest) for an amount equal to one hundred twenty percent ( 120 %) of the outstanding principal amount so being redeemed, and (y) at any time on or after the first anniversary of the issuance of the December 2023 Notes, all or any portion of the indebtedness outstanding under the December 2023 Notes (together with all accrued and unpaid interest, including December 2023 PIK Interest).

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

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

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

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

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

Upon exercise of the December 2023 Warrants, Odyssey has the option to either (a) deliver the shares of common stock issuable upon exercise or (b) pay to the holder an amount equal to the difference between (i) the aggregate exercise price payable under the notice of exercise and (ii) the product of (A) the number of shares of common stock indicated in the notice of exercise multiplied by (B) the arithmetic average of the daily volume-weighted average price of the common stock on the Nasdaq Capital Market for the five consecutive trading days ending on, and including, the trading day immediately prior to the date of the notice of exercise.

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

The December 2023 Warrants also include customary adjustments to the exercise price and the number of shares of common stock issuable upon exercise in the event of a stock split, recapitalization, reclassification, combination or exchange of shares, separation, reorganization, liquidation, or the like.

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

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

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

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

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

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

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

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

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

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

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

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

Accrued interest

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

NOTE 12 FAIR VALUE FINANCIAL INSTRUMENTS

Derivative Financial Instruments

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 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.

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.

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

Under the terms of the Agreement, the Funder agreed to make Claims Payments in an aggregate amount not to exceed $ 6,500,000 (the “Maximum Investment Amount”).

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

(c) a first phase, in which the Funder shall make Claims Payments in an aggregate amount no greater than $ 1,500,000 for the payment of antecedent and ongoing costs ("Phase I Investment Amount");

(d) a second phase, in which the Funder shall make Claims Payments in an aggregate amount no greater than $ 5,000,000 for the purposes of pursuing the Subject Claim to a final award ("Phase II Investment Amount").

(a) a first phase, in which the Funder shall make Claims Payments in an aggregate amount no greater than $ 1,500,000 for the payment of antecedent and ongoing costs (“Phase I Investment Amount”);

(b) a second phase, in which the Funder shall make Claims Payments in an aggregate amount no greater than $ 5,000,000 for the purposes of pursuing the Subject Claim to a final award (“Phase II Investment Amount”).

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”).

2 unchanged sentences

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.

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 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").

Such Conversion Amount and any and all accrued IRR shall be payable in-full

by the Claimholder within 24 months of the date of such conversion, after which time any outstanding Conversion Amounts, shall accrue an (“IRR”) of 100.0%, retroactive to the conversion date (the “Penalty Interest Amount”).

The Claimholder will execute such documents and take other actions as necessary to grant the Funder a senior security interest on and over all sums due and owing by the Claimholder in order to secure its obligation to pay the Conversion Amount to the Funder.

If the Claimholder ceases the Subject Claim due to the grant of an environmental permit (with or without a monetary component), all Claims Payments under Phase 1 and, if the Claimholder has exercised the corresponding option, the Tranche A Committed Amount and Tranche B Committed Amount shall immediately convert to a senior secured liability of the Claimholder and shall incur an annualized an IRR of 50.0% on the Conversion Amount, from the conversion date.

Management has estimated it is more likely than not the Subject Claim will result in the issuance of the environmental permit requiring us to record interest under Generally Accepted Accounting Principles.

Management has estimated it is more likely than not the Subject Claim will result in the issuance of the environmental permit requiring us to record interest under US GAAP.

Reliance should not be placed on this estimate in determining the likely outcome of the Subject Claim.

If, at any time after exercising its option to receive funds under either Tranche A or Tranche B of Phase II, the Claimholder wishes to fund the Subject Claim with its own capital ("Self-Funding") (which excludes any Claims Payments made, either directly or indirectly, by any other third party), the Claimholder shall immediately pay to the Funder the Conversion Amount, provided that this requirement shall not apply if, after the Funder has made Claims Payments in an aggregate amount equal to the Maximum Investment Amount, the Funder does not exercise its option to provide Follow-On Funding.

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

In the event of any receipt of proceeds resulting from the Subject Claim (“Proceeds”), the Funder shall be entitled to any additional sums above the Conversion Amount to which the Funder is entitled as described below.

Should the Claimholder cease the Subject Claim as described above after Self-Funding the Claim, accrued IRR and Penalty Interest shall be calculated and paid to the Funder as set forth above.

The Funder’s rights to the Recovery Percentage as defined below shall survive any decision by Claimholder to utilize Self-Funding.

The parties acknowledge this Agreement constitutes a sale of the right to a portion of the Proceeds (if any) arising from the Subject Claim as set forth in this Agreement.

The Claimholder has relinquished its right to the portion of the proceeds, if any, that the Funder would have the right to as described below.

This sale of proceeds is being accounted for under the guidance of ASC 470-10-25 Recognition (Sales of Future Revenues)

This sale of proceeds is being accounted for under the guidance of ASC 815 Derivatives and Hedging)

On each Distribution Date, distributions of the Proceeds shall be made to the Claimholder and the Funder in accordance with subparagraph (a) or (b) below (the “Recovery Percentage”), as applicable:

7 unchanged sentences

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;

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.

6 unchanged sentences

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.

3 unchanged sentences

The material terms and provisions that were amended or otherwise modified are as follows:

The Funder agreed to provide up to $ 2.2 million in Arbitration Support Funds for the purpose of paying the Claimholder’s litigation support costs in connection with Subject Claim;

A closing fee of $ 200,000 has been retained by the Funder in connection with due diligence and other transaction costs incurred by the Funder;

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);

The Funder agreed to provide up to $ 2.2 million in Arbitration Support Funds for the purpose of paying the Claimholder’s litigation support costs in connection with Subject Claim;

A closing fee of $ 200,000 was retained by the Funder in connection with due diligence and other transaction costs incurred by the Funder.

This closing fee was expensed when incurred;

Warrants to purchase our common stock were issued that are exercisable for a period of five years beginning on the earlier of (a) the date on which the Claimholder ceases the Subject Claim for any reason other than a full and final arbitral award against the Claimholder or a full and final monetary settlement of the claims or (b) the date on which Proceeds are received and deposited into escrow.

The exercise price per share is $ 3.99 , and the Funder may exercise the warrant to purchase the number of shares of our common stock equal to the dollar amount of Arbitration Support Funds provided to us pursuant to the Restated Agreement divided by the exercise price per share (subject to customary adjustments and limitations);

All other terms in the Restated Agreement are substantially the same as in the original Agreement.

1 unchanged sentence

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.

As a result, there was an immediate expense of $ 1,063,811 related to the derivative.

Although the warrants only become exercisable upon the occurrence of future events, they are considered issued for accounting purposes and were valued using a binomial lattice model.

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.

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.

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

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

Second Amendment and Restatement (December 12, 2020)

2 unchanged sentences

The Second Restated Agreement required the Funder to make Claims Payments in an aggregate amount no greater than $ 10,000,000 for the purposes of pursuing the Subject Claim to a final award (“Phase III Investment Amount”).

We also incurred $ 200,000 in related fees which were treated as an additional advance.

We also incurred $ 200,000 in related fees which were treated as an additional advance and were expensed when incurred.

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

5 unchanged sentences

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

These fees were expensed when incurred.

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

Waiver and Consent (March 6, 2023)

On March 6, 2023, the Claimholder and the Funder under the agreement entered into a Waiver and Consent Agreement, pursuant to which, among other things, the Funder consented (i) to consent to allow the Claimholder to fund certain costs and expenses arising from the Subject Claim from the Claimholder’s own capital in an aggregate amount not to exceed $ 5,000,000 , and (ii) Odyssey paid a $ 1,000,000 nonrefundable waiver fee to the Funder.

For the years ended December 31, 2022, 2021 and 2020, we recorded $ 295,932 , $ 241,034 and $ 172,849 , respectively, of interest expense from the amortization of the debt discount and $ 146,896 , $ 133,993 and $ 52,214 interest from the fee amortization, respectively.

The December 31, 2022 and 2021 carrying value of the debt is $ 24,347,513 and $ 18,323,097 , respectively, and is net of unamortized debt fees of $ $ 146,897 and $ 293,793 , respectively, as well as the net unamortized debt discount of $ 353,996 and $ 649,928 , respectively, associated with the fair value of the warrant.

The total face value of this obligation at December 31, 2022 and 2021 was $ 24,848,406 and $ 19,266,818 , respectively.

Emergency Injury Disaster Loan

On June 26, 2020, we executed the standard loan documents required for securing an Economic Injury Disaster Loan (the "EIDL Loan") from the United States Small Business Administration (the "SBA").

The principal amount of the EIDL Loan is $ 149,900 , with proceeds to be used for working capital purposes.

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

The balance of principal and interest is payable thirty years from the date of the promissory note.

Vendor Note Payable

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

This trade payable bears simple annual interest at a rate of 12 %.

As collateral, we granted the vendor a primary lien on certain of our equipment.

The carrying value of this equipment is zero .

This agreement matured in August 2018 .

During the period ended June 30, 2018, we sold various marine equipment to Magellan for $ 1.0 million and the assumption of this vendor’s trade payable and accrued interest, however, we remain as guarantor on this trade payable.

Included in this equipment is the equipment noted above the vendor has a primary lien on.

The vendor consented to Magellan’s assumption of this debt but did not release us from our obligations.

If Magellan defaults and the vendor forecloses on this equipment currently in Magellan’s possession, we would then have a contingent liability to Magellan in the amount of $ 0.5 million for two of the key assets.

The Company subsequently received back one of the two key assets thus reducing the contingent liability to $ 0.3 million.

On October 4, 2021, we and Monaco Financial, LLC and certain associated entities (collectively with Monaco, the "Monaco Parties") entered into a Termination and Settlement Agreement (the "Termination Agreement").

We were parties to various loan arrangements and other commercial contractual relationships, and the purposes of the Termination Agreement were to terminate the loan agreements and contractual relationships and to settle the outstanding obligations thereunder between us and the Monaco Parties.

Pursuant to the Termination Agreement, the loan agreements and contractual relationships were terminated, and we agreed to (a) issue 984,848 shares of our common stock (the "Settlement Shares") to Monaco and (b) pay Monaco an aggregate amount of $ 3.0 million (the "Settlement Cash") no later than December 1, 2021.

The Settlement Shares were issued at a price equal to $ 6.60 per share, totaling $ 6.5 million, which was negotiated by the parties with reference to the recent market prices of our common stock and the other terms of the Termination Agreement.

We delivered $ 500,000 of the Settlement Cash to Monaco upon execution and delivery of the Termination Agreement.

At Monaco’s option, Monaco has the right, but not the obligation, to receive the remaining $ 2.5 million in shares of our common stock rather than in cash.

This amount was to be settled December 1, 2021 but remained outstanding at December 1, 2021.

This indebtedness does not carry an interest rate.

Under the terms of the Termination Agreement, (a) the Monaco Parties agreed that approximately $ 14.5 million of indebtedness, which included accrued interest, owed by us to the Monaco Parties was satisfied in full and (b) certain of the Monaco Parties assigned to us all of their right, title, and interest in a portion of the proceeds from a specified shipwreck project.

As a result of the termination of the loan agreements and contractual relationships, (x) our right to receive a percentage of the proceeds derived by the Monaco Parties from certain shipwreck projects was terminated, and (y) Monaco’s option to convert certain indebtedness held by it into shares of Oceanica Resources, S.

held indirectly by us was terminated.

The Termination Agreement also set forth mutual releases and other customary representations, warranties, and covenants of the parties.

The Company determined that the embedded conversion feature was clearly and closely related to the host contract and met the scope exception under FASB ASC 815-40.

Thus, it did not require derivative liability classification under ASC 815.

The Company then evaluated the conversion feature under FASB ASC 470-20,"Debt with conversion and other options" for consideration of any beneficial conversion features ("BCF").

Based on the market price of the common stock on the date of the agreement as compared to the conversion price, they determined there was a BCF of 232,175 which was recorded in additional paid-in capital.

A BCF results in a debt discount which should be amortized over the stated maturity of the convertible instrument, or the earliest potential conversion date.

Since the contract was convertible upon issuance, the discount was immediately accreted and charged to interest expense.

As a result of the Termination Agreement, we recognized a gain on debt settlement of approximately $ 5.2 million, which represented the difference between the loan principal, accrued interest and accounts payable forgiven of approximately $ 14.7 million and total consideration given of approximately $ 9.5 million.

The shares of common stock issuable under the Termination Agreement were offered and sold pursuant to a base prospectus and a prospectus supplement, both filed pursuant to Odyssey’s shelf registration statement on Form S-3(File No.

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

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

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

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

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

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

Warrant Liability

On June 10, 2022, we sold an aggregate of 4,939,515 shares of our Common Stock and the 2022 Warrant to holders to purchase up to 4,939,515 shares of our common stock.

The net proceeds received from sale, after offering expenses of $ 1.8 million, were $ 14.7 million.

The shares of common stock and warrants were sold in units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $ 3.35 (the “2022 Warrant Price”) per share of common stock.

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

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

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

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

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

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

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

If the Company fails to deliver the Warrant Shares to the Holder within a time frame required by the agreement, and the Holder is forced to purchase shares of Common Stock to fulfill a sale that was based on receiving the Warrant Shares (referred to as a “Buy-In”),

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

The 2022 Warrants also included customary adjustments to the exercise price and the number of shares of common stock issuable upon exercise in the event of a stock split, recapitalization, reclassification, combination or exchange of shares, separation, reorganization, liquidation, or the like.

The Company determined that the 2022 Warrant meets the definition of a derivative and is not considered indexed to the Company’s own stock due to the input related to the price per share and any non-cash

consideration.

Management determined that this input would preclude the 2022 Warrant from being indexed to the Company’s stock given that this input could be affected by variables that are extraneous to the pricing of a fixed-for-fixed

option or forward contract on equity shares.

As such, the 2022 Warrant was recognized as derivative liabilities and will be initially and subsequentially measured at fair value with the gain or loss due to changes in fair value recognized in the current period.

Management determined that the $ 1.8 million in incremental costs directly attributable to the Common Stock Offering and the issuance of the 2022 Warrant shall be allocated between the two instruments in proportion to the allocation of the issuance proceeds.

Furthermore, the incremental costs allocated to the Common Stock were recorded as a reduction of the proceeds in equity while the incremental costs allocated to the 2022 Warrant of $ 1.087 million were expensed as incurred.

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

See NOTE 11 Loan payable for discussion related to the accounting for the December 2023 Warrants.

The Company’s oustanding and exercisable warrants as of December 31, 2023 are presented below:

Exercise Price

Expiration Date

A five-year exercise period commences upon the earliest occurrence of either Trigger Date A or Trigger Date B.

Trigger Date A is the date on which the Claimholder ceases the Subject Claim for any reason other than (i) a full and final arbitral award against the Claimholder or (ii) a full and final monetary settlement of the claim, see Note 12 Fair Value Financial Instruments – Litigation Financing.

Trigger Date B is the date on which Proceeds are deposited into the Escrow Account.

The Company’s fair value imputs of the warrants as of December 31, 2023 are presented below:

Exercise price

Term in years

Treasury Yield

58.3 %- 59.9 %

On June 14, 2022, the Company paid $ 2,500,000 of the outstanding amounts payable under the Termination Agreement with Monaco.

Seller Note Payable

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

Pursuant to the Purchase and Sale Agreement, Seller agreed to sell us the marine equipment, related tooling items and spares for $ 2.5 million.

On or before the closing date, Odyssey paid the Seller $ 1.1 million for the acquisition of the assets.

D&O Insurance Note Payable

On November 1, 2022, we executed the Premium Finance Agreement with AFCO Credit Corporation ("AFCO").

Pursuant to the Premium Finance Agreement, AFCO agreed to finance the D&O Insurance premiums evidenced by the promissory note, bearing interest at a rate of 4.95 % per annum, maturing on October 31, 2023 .

On December 1, 2021, we executed the Premium Finance Agreement with AFCO Credit Corporation ("AFCO").

Pursuant to the Premium Finance Agreement, AFCO agreed to finance the D&O Insurance premiums evidenced by the promissory note, bearing interest at a rate of 2 % per annum, that matured on November 30, 2022 .

On March 7, 2022, we entered into a Note Purchase Agreement (“Note Agreement”) with 37North SPV 11, LLC (“37N”) in which 37N agreed to loan us up to $ 2,000,000 .

These loan proceeds were received in full on March 25, 2022.

Pursuant to the Note Agreement, the indebtedness was non-interest bearing and matured on June 25, 2022.

The aggregate maximum number of shares of Common Stock to be issued in connection with conversion of the indebtedness was not to exceed (i) 19.9 % of the outstanding shares of Common Stock prior to the date of the Note Agreement, (ii) 19.9 % of the combined voting power of the outstanding voting securities, or iii) exceed the applicable listing rules of the Principal Market if the stockholders did not approve the issuance of Common Stock upon conversion of the indebtedness.

Any time prior to maturity, we had the option to prepay the indebtedness at an amount of 110 % of the unpaid principal.

From the maturity date to 29 days after the maturity date (July 24, 2022), we were permitted to prepay all (but not less than) an amount equal to 115 % of the unpaid amount of the indebtedness.

Anytime, after the 30 th day after the maturity date (July 25, 2022), we were permitted to prepay all (but not less than) an amount equal to 125 % of the unpaid amount of the indebtedness , however, we were required to provide 37N a prepayment notice at least 10 days prior to repayment.

If 37N delivered an exercise notice during this 10-day period, the Note would be converted, rather than prepaid.

On June 29, 2022, the Company paid $ 2,200,000 of the outstanding amounts payable under the Note Agreement with 37N.

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

Accounting considerations

We evaluated the indebtedness and determined the shares issuable pursuant to the conversion option were determinate due to the cap on the number of issuable shares, and, as such, met the requirements for a derivative scope exception for instruments that are both indexed to an entity’s own stock and classified in stockholders’

The optional and contingent prepayment options provide the right to accelerate the settlement of debt;

however, the prepayment options can only be exercised by the Company.

As such, they are considered clearly and closely related to the debt host instrument and bifurcation was not necessary.

We early adopted ASC 2020-06, so we were not required to analyze the instrument for a beneficial conversion feature, and the instrument was recorded wholly as debt.

Although the indebtedness did not bear interest, it was required to be repaid at amounts greater than the face value.

According to ASC 470-10-35-2, if a debt instrument has a contractual maturity date that can be extended at the issuer’s option, at an increasing rate, the debt discounts and issuance costs must be amortized over the period in which the debt is estimated to be outstanding, even if that period extends beyond the debt’s original contractual maturity date.

The difference between the proceeds received and the repayment

amount are generally amortized over the expected life of the indebtedness using the effective interest method.

Management estimated the expected life to be very limited, so the entire expected repayment amount of $ 2.2 million, representing 110 % of the indebtedness, was recorded upon issuance of the Note Agreement.

Certain default put provisions were not considered to be clearly and closely related to the debt host, but management concluded that the value of these default put provisions was de minimis.

On February 28, 2023, Odyssey issued a $ 300,000 11.0 % Promissory Note to Galileo NCC Inc ("Galileo").

The Promissory Note was payable on April 1, 2023 .

On March 6, 2023, Odyssey repaid this note payable in full with proceeds from the issuance of the Note (as defined below).

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

and, together with the Note, the “Securities”) to purchase shares of Odyssey’s common stock.

The principal amount outstanding under the Note bears interest at the rate of 11.0 % per annum, and interest is payable in cash on a quarterly basis, except that, (a) at Odyssey’s option and upon notice to the holder of the Note, any quarterly interest payment may be satisfied, in lieu of paying such cash interest, by adding an equivalent amount to the principal amount of the Note (“PIK Interest”), and (b) the first quarterly interest payment due under the Note will be satisfied with PIK Interest.

The Note provides Odyssey with the right, but not the obligation, upon notice to the holder of the Note to redeem (x) at any time before the first anniversary of the issuance of the Note, all or any portion of the indebtedness outstanding under the Note (together with all accrued and unpaid interest, including PIK Interest) for an amount equal to one hundred twenty percent ( 120 %) of the outstanding principal amount so being redeemed, and (y) at any time on or after the first anniversary of the issuance of the Note, all or any portion of the indebtedness outstanding under the Note (together with all accrued and unpaid interest, including PIK Interest).

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

Under the terms of the Purchase Agreement, Odyssey agreed to use the proceeds of the sale of the Securities to fund Odyssey’s obligations under the Termination Agreement (as defined below), to pay legal fees and costs related to Odyssey’s NAFTA arbitration against the United Mexican States, to pay fees and expenses related to the transactions contemplated by the Purchase Agreement, and for working capital and other general corporate expenditures.

Odyssey’s obligations under Note are secured by a security interest in substantially all of Odyssey’s assets (subject to limited stated exclusions).

Under the terms of the Warrant, the holder has the right for a period of three years after issuance to purchase up to 3,703,704 shares of Odyssey’s common stock at an exercise price of $ 3.78 per share, which represents 120.0 % of the official closing price of Odyssey’s common stock on the NASDAQ Capital Market immediately preceding the signing of the Purchase Agreement, upon delivery of a notice of exercise to Odyssey.

Upon exercise of the Warrant, Odyssey has the option to either (a) deliver the shares of common stock issuable upon exercise or (b) pay to the holder an amount equal to the difference between (i) the aggregate exercise price payable under the notice of exercise and (ii) the product of (A) the number of shares of common stock indicated in the notice of exercise multiplied by (B) the arithmetic average of the daily volume-weighted average price of the common stock on the NASDAQ Capital Market for the five consecutive trading days ending on, and including, the trading day immediately prior to the date of the notice of exercise.

In connection with the execution and delivery of the Purchase Agreement, Odyssey entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which Odyssey agreed to register the offer and sale of the shares (the “Exercise Shares”) of Odyssey common stock issuable upon exercise of the Warrant.

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

Accrued interest

Total accrued interest associated with our financings was $ 35,131,587 and $ 21,875,753 as of December 31, 2022 and 2021, respectively.

Long-Term Obligation Maturities:

We have three obligations that span greater than twelve months.

For our lease obligations, see Lease commitment in Note 16 Commitments and Contingencies for further information on our operating lease obligations.

See Note 10 Loans Payable –

Litigation Financing, Emergency Injury Disaster Loan and Seller Note Payable for further detail regarding the repayment and maturity on the December 31, 2022 debt balances totaling $ 25,011,049 .

NOTE 11 –

ACCRUED EXPENSES

Accrued expenses consist of the following:

58.3 %- 59.9 %

Derivative liabilities

The Company’s fair value imputs of derivative liabilities as of December 31, 2023 are presented below:

Exercise price

Term in years

Treasury Yield

Put Option Liability

See NOTE 7 Investment in Unconsolidated Entities for discussion regarding the Ocean Minerals, LLC Exchange Agreement.

NOTE 13 - SALE-LEASEBACK FINANCING OBLIGATIONS

On April 4, 2023 and June 30, 2023 , the Company’s subsidiaries sold marine equipment to separate third-party buyers for $ 3.5 million and $ 1.0 million, respectively.

Simultaneously with each sale, the subsidiaries entered into lease agreements with each buyer of the respective marine equipment (the sale of the property and simultaneous leaseback is referred to as a “sale-leaseback”).

Each of the leases is for a term of 4 years .

Under the terms of the lease agreements, the initial base rent is $ 35,000 and $ 10,000 per month, respectively.

As a part of each of the lease agreements, the lessee is granted an option to purchase the marine equipment back from the buyer, that can be exercised at any time during the period commencing on the first anniversary of the date of the agreements and ending on the day that is 120 days prior to the expiration of the lease term.

If the lessee has not already delivered such notice at least 120 days prior to the expiration of the lease term, it is required to purchase the marine equipment upon the expiration of the lease term.

The Company accounted for the sale-leaseback transactions as financing transactions with the purchasers of the property in accordance with ASC Topic 842 as the lease agreements were determined to be finance leases.

The Company concluded the lease agreements both met the qualifications to be classified as finance leases due to the obligation to repurchase the equipment.

The presence of a finance lease indicates that control of the equipment has not transferred to the buyer/lessor and, as such, the transactions were each deemed a “failed sale-leaseback” and must be accounted for as a financing arrangement.

As a result of this determination, the Company is viewed as having received the sales proceeds from the buyer/lessor in the form of a hypothetical loan collateralized by its leased equipment.

The hypothetical loan is payable as principal and interest in the form of “lease payments” to the buyer/lessor.

As such, the Company will not derecognize the property from its books for accounting purposes until the lease ends.

ORI was one of Odyssey’s subsidiaries that entered into one of the sale-leaseback financing obligations noted above.

As noted in the NOTE 7 Investment in Unconsolidated Entities footnote, Odyssey transferred all of its shares in ORI to OML as part of the Investment in OML.

Pursuant to the OML Purchase Agreement, Odyssey is obligated to pay all amounts owed for rent and the repurchase of the marine equipment under the sale-leaseback agreement.

As of December 31, 2023, the carrying values of the financing liabilities were $ 3,202,044 and $ 910,288 .

The monthly lease payments are split between a reduction of principal and interest expense using the effective interest rate method.

No gain or loss was recognized related to the sale-leasebacks.

Under the April 4, 2023 and June 30, 2023 sale-leasebacks, the Company recorded third party payments of $ 350,000 and $ 100,000 respectively, as a cost of the financing obligation and recorded them as a discount.

Remaining future cash payments related to the financing liability, for the fiscal years ending December 31 are as follows:

Annual payment

NOTE 14 – ACCRUED EXPENSES

Accrued expenses consisted of the following:

(As Restated)

Compensation and incentives

Professional services

Accrued exploration license fees

Exploration license fees

Total accrued expenses

Deposits is primarily comprised of an earnest money deposit of $ 450,000 from CIC.

Deposits primarily consist of an earnest money deposit of $ 450,000 from CIC.

The earnest money deposit relates to a draft agreement related to potential sale of a stake of our equity in CIC.

This transaction has not yet been consummated.

NOTE 12 –

DEFERRED INCOME AND REVENUE PARTICIPATION RIGHTS

Seattle ”

In a private placement that closed in September 2000, we sold “units”

consisting of “Republic”

Revenue Participation Certificates and Common Stock.

Each $ 50,000 “unit”

entitled the holder to 1 % of the gross revenue generated by the “Seattle”

project (formerly referred to as the “Republic”

project), and 100,000 shares of Common Stock.

The “Seattle”

was permanently abandoned in June 2021.

During the year ended December 31, 2021, the carrying amount of the previously recorded deferred revenue participation right of $ 62,500 was written off to Other income (expense) in our consolidated statements of operations.

Galt Resources, LLC

In February 2011, we entered into a project syndication deal with Galt Resources LLC (“Galt”) for which they invested funds representing rights to future revenues for the HMS Victory project.

This project syndication agreement was mutually terminated in June 2021.

Therefore, the carrying amount of the previously recorded deferred revenue participation right of $ 3,756,250 was written off to Other income (expense) in our consolidated statements of operations.

NOTE 13 –

STOCKHOLDERS' EQUITY/(DEFICIT)

On July 10, 2022, we sold an aggregate of 4,939,515 shares of our common stock and warrants to purchase up to 4,939,515 shares of our common stock.

This transaction has not yet been agreed upon or consummated.

NOTE 15 – STOCKHOLDERS’ EQUITY/(DEFICIT)

On December 27, 2023, 37N delivered an exercise notice to us pursuant to which it exercised its right to convert $ 300,003 of the outstanding indebtedness under the Note Agreement into shares of our Common Stock valued at $ 360,003 .

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

On June 10, 2022, we sold an aggregate of 4,939,515 shares of our common stock and warrants to purchase up to 4,939,515 shares of our common stock.

The net proceeds received from sale, after offering expenses of $ 14.7 million, were $ 1.8 million.

2 unchanged sentences

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

On August 21, 2020, we sold an aggregate of 2,553,314 shares of our common stock and warrants to purchase up to 1,901,985 shares of our common stock.

The net proceeds received from sale, after offering expenses of $ 0.3 million, of which $ 0.2 million were withheld to cover fees, were $ 11.2 million.

The shares of common stock and warrants were sold in units, with each unit consisting of one share of common stock and a warrant to purchase up to 0.6 shares of common stock.

The purchase price for each unit

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 our sale of shares common stock and warrants on July 10, 2022, as described above, we issued warrants to purchase up to 4,939,515 shares of our common stock.

The following table summarizes our common stock warrants outstanding at December 31, 2023 and 2022:

A five-year term commences upon the earliest occurrence of either Trigger Date A or Trigger Date B.

Trigger Date A is the date on which the Claimholder ceases the Subject Claim for any reason other than (i) a full and final arbitral award against the Claimholder or (ii) a full and final monetary settlement of the claim, see NOTE 12 Fair Value Financial Instruments – Litigation Financing.

Trigger Date B is the date on which Proceeds are deposited into the Escrow Account.

In conjunction with the December 2023 Note Purchase Agreement on December 1, 2023, as described above, we issued December 2023 Notes in the aggregate amount of $ 3.75 million and related warrants on December 1, 2023, and December 2023 Notes in the aggregate amount of $ 2.25 million and related warrants on December 28, 2023.

Under the terms of the first tranche of December 2023 Warrants, the holders have the right for a period of three years after issuance to purchase an aggregate of up to 1,411,769 shares of our common stock at an exercise price of $ 4.25 per share, which represents 120.0 % of the official closing price of our common stock on the Nasdaq Capital Market immediately preceding the signing of the December 2023 Note Purchase Agreement, upon delivery of a notice of exercise to Odyssey.

Under the terms of the second tranche of December 2023 Warrants, the holders have the right for a period of three years after issuance to purchase an aggregate of up to 211,569 shares of our common stock at an exercise price of $ 7.09 per share, which represents 200.0 % of the official closing price of our common stock on the Nasdaq Capital Market immediately preceding the signing of the December 2023 Note Purchase Agreement, upon delivery of a notice of exercise to Odyssey.

In conjunction with the March 2023 Note Purchase Agreement on March 6, 2023, as described above, we issued the March 2023 Warrants to purchase up to 3,703,703 shares of our common stock.

The March 2023 Warrants have an exercise price of $ 3.78 per share and are exercisable at any time during the three years after issuance ending on the close of business on March 6, 2026.

In conjunction with our sale of shares common stock and warrants on July 10, 2022, as described under Note 12 Fair Value Financial Instruments, we issued warrants to purchase up to 4,939,515 shares of our common stock.

The warrants have an exercise price of $ 3.35 per share and are exercisable at any time beginning on December 10, 2022 , and ending on the close of business on June 10, 2027 .

In conjunction with our sale of shares common stock and warrants on August 21, 2020 as described above, we issued warrants to purchase up to 1,901,985 shares of our common stock.

The warrants have an exercise price of $ 4.75 per share and are exercisable at any time during the three-year period commencing six months after the August 21, 2020 sale of our common stock, which is February 21, 2021.

Included in the Restated Agreement as described in Note 10 Loans Payable –

Litigation Financing , during 2019, we issued a warrant allowing the lender to purchase up to 551,378 shares of our common stock at $ 3.99 .

During the three months ended September 30, 2023, holders of warrants issued by Odyssey on June 10, 2022, exercised 90,552 warrants with an exercise price of $ 3.35 per share.

In conjunction with our sale of shares common stock and warrants on August 25, 2020, we issued warrants to purchase up to 1,873,622 shares of our common stock.

The warrants had an exercise price of $ 4.75 per share and are exercisable at any time during the three-year period commencing six months after the August 25, 2020, sale of our common stock, which was February 25, 2021.

During March 2022, warrants to purchase 28,363 shares were exercised by a single investor.

The exercise period expired on February 25, 2024.

Included in the Restated Agreement as described in NOTE 12 Fair Value Financial Instruments, during 2020, we issued a warrant allowing the Funder to purchase up to 551,378 shares of our common stock at $ 3.99 .

The warrant is contingently exercisable and will become exercisable on the date on which we cease the Subject Claim for any reason other than (i) a full and final arbitral award against the Claimholder or (ii) a full and final monetary settlement of the claims or the date on which Proceeds are deposited into the Escrow Account.

The warrant has a five-year life that commences on the date it becomes exercisable.

In conjunction with our sale of shares common stock and warrants on October 31, 2018, issued warrants to purchase up to 700,000 shares of common stock.

The warrants have an exercise price of $ 7.155 per share of common stock and were exercisable in accordance with their terms at any time on or before the close of business on November 2, 2023.

These warrants expired on November 2, 2023.

On July 12, 2018, in conjunction with a previous note and warrant purchase agreement, we issued warrants to purchase an aggregate of 65,625 shares of common stock in connection with the notes that were issued.

5 unchanged sentences

In conjunction with the extension, the lenders received warrants to purchase an aggregate of 131,816 shares of our common stock at $ 4.67 per share.

These warrants expire on August 14, 2023 .

These warrants expired on August 14, 2023 .

Convertible Preferred Stock

On March 11, 2015, we entered into a Stock Purchase Agreement (the "Purchase Agreement") with Penelope Mining LLC (the "Investor"), and, solely with respect to certain provisions of the Purchase Agreement, Minera del Norte, S.A.

(the "Lender").

The Purchase Agreement provides for the Company to issue and sell to the Investor shares of the Company’s preferred stock in the amounts set forth in the following table (numbers have been adjusted for the February 2016 reverse stock split):

On March 11, 2015, we entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Penelope (the “Investor”), and, solely with respect to certain provisions of the Stock Purchase Agreement, MINOSA.

The Stock Purchase Agreement provides for the Company to issue and sell to the Investor shares of the Company’s preferred stock in the amounts set forth in the following table (numbers have been adjusted for the February 2016 reverse stock split):

Convertible Preferred Stock

Price Per Share

The Investor’s option to purchase the Series AA-2 shares is subject to the closing price of the Common Stock on the NASDAQ market having been greater than or equal to $ 15.12 per share for a period of twenty ( 20 ) consecutive business days on which the NASDAQ market is open.

The closing of the sale and issuance of shares of the Company’s preferred stock to the Investor is subject to certain conditions, including the Company’s receipt of required approvals from the Company’s stockholders, the receipt of regulatory approval, performance by the Company of its obligations under the Stock Purchase Agreement, the listing of the underlying common stock on the NASDAQ Stock Market and the Investor’s satisfaction, in its sole discretion, with the viability of certain undersea mining projects of the Company.

This transaction received stockholders’

approval on June 9, 2015.

The Purchase Agreement was terminated pursuant to an agreement dated March 3, 2023 (see further details at Note 10 Loans Payable –

Minosa 1 and 2).

The Investor’s option to purchase the Series AA-2

shares was subject to the closing price of the Common Stock on the Nasdaq market having been greater than or equal to $ 15.12 per share for a period of twenty ( 20 ) consecutive business days on which the Nasdaq market is open.

The closing of the sale and issuance of shares of the Company’s preferred stock to the Investor was subject to certain conditions, including the Company’s receipt of required approvals from the Company’s stockholders, the receipt of regulatory approval, performance by the Company of its obligations under the Stock Purchase Agreement, the listing of the underlying common stock on the Nasdaq Stock Market and the Investor’s satisfaction, in its sole discretion, with the viability of certain undersea mining projects of the Company.

This transaction received stockholders’ approval on June 9, 2015.

The closing of the sale and issuance of the preferred stock had not occurred as of December 31, 2022 and the Stock Purchase Agreement was terminated pursuant to an agreement dated March 3, 2023 (see further details at NOTE 11 Loans Payable – Minosa 1 and 2).

Stock-Based Compensation

4 unchanged sentences

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.

2 unchanged sentences

During our June 2016 stockholders’ meeting, the stockholders approved the addition of 200,000 incremental shares to the Plan.

As of December 31, 2023, there were no shares available to be issued under the 2015 Plan.

With respect to each grant of an ISO to a participant who is not a ten percent stockholder, the exercise price shall not be less than the fair market value of a share on the date the ISO is granted.

With respect to each grant of an ISO to a participant who is a ten percent stockholder, the exercise price shall not be less than one hundred ten percent ( 110 %) of the fair market value of a share on the date the ISO is granted.

If an award is a non-qualified stock option ("NQSO"), the exercise price for each share shall be no less than (1) the minimum price required by applicable state law, or (2) the fair market value of a share on the date the NQSO is granted, whichever price is greatest.

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.

1 unchanged sentence

The 2019 Plan expires on June 3, 2029.

The 2019 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units and stock appreciation rights.

The 2019 Plan is capitalized with 1.6 million shares that may be granted.

During our June 2022 stockholders' meeting, the stockholders approved the addition of 2,400,000 incremental shares to the 2019 Plan.

As of December 31, 2022 966,222 options were available to be issued under the 2019 Plan.

The 2019 Plan provides for the grant of incentive stock options, non-qualified

stock options, restricted stock awards, restricted stock units and stock appreciation rights.

The 2019 Plan was initially capitalized with 800,000 shares that may be granted.

During our June 2022 stockholders’ meeting, the stockholders approved the addition of 1.6 million incremental shares to the 2019 Plan, which increased the number of shares authorized to 2.4 million shares.

As of December 31, 2023, 678,339 shares were available to be issued under the 2019 Plan.

The 2019 Plan includes the following features:

no “evergreen” share reserve, prohibition on liberal share recycling, no repricing permitted without stockholder approval, no stock option reload features, no transfers of awards for value and dividends and dividends equivalent shall accrue and be paid only if and to the extent the common stock underlying the award become vested or payable.

Share-based compensation expense 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.

Share-based compensation expense is recognized in the statement of operations during the period in which the value of the portion of share-based payment awards that are expected to vest, so it can be reduced for estimated forfeitures.

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

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

The ASC 718 topic Stock Compensation requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The share-based compensation charged against income for the years ended December 31, 2022, 2021 and 2020 was $ 1,811,551 , $ 1,250,585 and $ 420,648 , respectively.

The share-based compensation charged against income, related to our options and restricted stock units, for the years ended December 31, 2023 and 2022 was $ 585,654 and $ 1,811,551 , respectively.

We granted options to purchase an aggregate of 6,541 shares of Common Stock to directors on May 24, 2023, options to purchase an aggregate of 200,000 shares of common stock to officers on June 9, 2023, and options to purchase an aggregate of 57,500 and 417 shares of common stock to employees on August 7, 2023, and November 15, 2023, respectively.

We granted 604,243 stock options to employees on December 9, 2022.

We did no t grant stock options to employees or outside directors in 2021 or 2020 .

The value of the stock options granted was determined using the Black-Scholes-Merton option-pricing model, which values options based on the stock price at the grant date, the expected life of the option, the estimated volatility of the stock, the expected dividend payments, and the risk-free interest rate over the life of the option.

The options were valued with the following assumptions used for grants issued in the table below.

Expected volatilities are based on historical volatility of the Company’s stock as well as other companies operating similar businesses.

Expected volatilities are based on historical volatility of our Common Stock.

The expected term (in years) is determined using historical data to estimate option exercise patterns.

1 unchanged sentence

The risk-free interest rate is based on the rate for US Treasury bonds commensurate with the expected term of the granted option.

Options issued to officers and employees typically vest over a three-year period.

Options issued to directors vest immediately.

Risk free interest rate

3 unchanged sentences

Grant-date fair value

Additionally, on December 8, 2022, we granted 17,105 stock options to a third-party consultant for services rendered.

We did no t grant stock options to any third parties in 2021 or 2020 .

Additionally, on December 8, 2022, we granted 17,105 stock options to a non-employee contractor as an incentive.

We did not grant stock options to any third parties in 2023.

The fair value of each option grant to the third-party consultant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants issued in the table below.

9 unchanged sentences

Additional information with respect to both plans’ stock option activity is as follows:

Number of Shares

Weighted Average

Exercise Price

Weighted Average Life

Outstanding at December 31, 2021

1 unchanged sentence

Outstanding at December 31, 2023

Outstanding at December 31, 2022

Options exercisable at December 31, 2021

5 unchanged sentences

Aggregate intrinsic value represents the positive difference between our closing stock price at the end of a respective period and the exercise price multiplied by the number of relative options.

The total fair value of options vested during the years ended December 31, 2022, 2021 and 2020 was $ 1,412,087 , $ 0 and $ 0 , respectively.

The fair value of shares vested during the years ended December 31, 2023 and 2022 was $ 661,321 and $ 1,412,087 , respectively.

The fair value of shares unvested at December 31, 2023 and 2022 is $ 1,500,137 and $ 998,743 , respectively.

As of December 31, 2023, there was $ 611,778 of unrecognized compensation cost related to unvested share-based compensation awards granted to employees related to granted stock options, which have an expected remaining life of 2.02 years.

2 unchanged sentences

Range of Exercise Prices

Number of Shares

Weighted Average

Remaining Contractual

Life in Years

Weighted Average Exercise

$ 12.48 - $ 12.84

$ 2.02 - $ 3.60

The estimated fair value of each restricted stock award is calculated using the share price at the date of the grant.

A summary of the status of the restricted stock awards as of December 31, 2023 and changes during the year ended December 31, 2023 is presented as follows:

Weighted Average

Grant Date Fair

Unvested at December 31, 2022

Unvested at December 31, 2023

The fair value of restricted stock units vested during the years ended December 31, 2022, 2021 and 2020 was $ 2,310,598 , $ 1,213,525 and $ 653,653 , respectively.

The fair value of shares underlying restricted stock units vested during the years ended December 31, 2023 and 2022 was $ 146,647 and $ 1,064,331 , respectively.

The fair value of unvested restricted stock units remaining at the years ended December 31, 2023 and 2022 is $ 46,905 and $ 176,998 , respectively.

2 unchanged sentences

As of December 31, 2023, there was a total of $ 34,405 unrecognized compensation cost related to unvested restricted stock awards.

The following table summarizes our common stock warrants outstanding at December 31, 2022:

Common Stock Warrants

Exercise Price

Termination Date

** A five-year term commences upon the earliest occurrence of either Trigger Date A or Trigger Date B.

Litigation Financing .

Cuota Appreciation Rights

On August 4, 2017, the Company’s board of directors (the "Board") adopted the Odyssey Marine Exploration, Inc.

On August 4, 2017, the Company’s board of directors (the “Board”) adopted the Odyssey Marine Exploration, Inc.

Key Employee Cuota Appreciation Rights (the “Key Employee Plan”) and the Odyssey Marine Exploration, Inc.

6 unchanged sentences

The terms of any CARs awarded under the Cuota Plans will be set forth in an award agreement between the Company and each participant, and the award agreement will set forth a vesting schedule for the CARs.

In general, unvested CARs will be forfeited upon a participant’s separation of service from the Company, and all vested and unvested CARs will be forfeited upon a participant’s separation of service from the Company for "cause" (as defined in the Cuota Plans).

Each participant in the Cuota Plans will be entitled to be paid the value of such participant’s CARs upon the occurrence of a "payment event." As used in the Cuota Plans, payment events consist of a change in control of the Company or the date specified in the applicable award agreement and, in the case of the Key Employee Plan, a separation of service without cause and the participant’s continuous employment with the Company until the date specified in the applicable award agreement.

The value of CARs liability will be based upon the difference between the basis in the cuotas of Oceanica on the date of the award of the CARs, which is $ 3.00 , and the fair value of the cuotas on the date used for the payment event, in each case as determined by the Board in accordance with the provisions

of the Cuota Plans.

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 fair value of the cuota as of August 31, 2019 was $ 1.00 .

There is no active market for Oceanica’s securities, and there was no activity that would have materially changed the valuation at December 31, 2022.

During the year ended December 31, 2022 the 385,580 CARs in the Key Employee Plan expired.

At December 31, 2022, there were no vested CARs outstanding and there were no exercisable CARs outstanding related to the Key Employee Plan.

At December 31, 2022, there was no liability or associated compensation cost associated with these CARs.

The CARs in the Nonemployee Director Plan are utilized as compensation for services, therefore these CARs vest upon grant.

During the year ended December 31, 2022 the 292,663 CARs in the Nonemployee Director Plan had expired and, as such, the associated $ 315,235 liability was written-off and is included as a gain on Cuota Appreciation Rights extinguishment in our consolidated statements of operations.

At December 31, 2022 there were no vested and outstanding and there were no exercisable CARs outstanding related to the Nonemployee Director Plan.

At December 31, 2022 , there was no liability with these CARs.

NOTE 14 –

As of December 31, 2022, the Company had consolidated income tax net operating loss ("NOL") carryforwards for federal tax purposes of approximately $ 230.0 million and net operating loss carryforwards for foreign income tax purposes of approximately $ 83.5 million .

The federal NOL carryforwards from 2005 and forward will expire in various years beginning 2025 and ending through the year 2035 .

There is no active market for Oceanica’s securities, and there was no activity that would have materially changed the valuation at December 31, 2023.

During the year ended December 31, 2022 the 385,580 CARs, previously granted in 2018 in the Key Employee Plan expired.

At December 31, 2023 and 2022, there were no vested CARs outstanding and there were no exercisable CARs outstanding related to the Key Employee Plan.

At December 31, 2023 and 2022, there was no liability or associated compensation cost associated with these CARs.

The CARs in the Nonemployee Director Plan were utilized as compensation for services, therefore these CARs vest upon grant.

During the year ended December 31, 2022 the 292,663 CARs in the Nonemployee Director Plan had expired and, as such, the associated $ 315,235 liability was written-off

and is included as a gain on Cuota Appreciation Rights extinguishment in our consolidated statements of operations.

At December 31, 2023 and 2022, there were no vested and outstanding and there were no exercisable CARs outstanding related to the Nonemployee Director Plan.

At December 31, 2023 and 2022, there were no issued or outstanding CARs, and therefore no liability recorded.

NOTE 16 – INCOME TAXES

As of December 31, 2023, the Company had consolidated income tax net operating loss (“NOL”) carryforwards for federal tax purposes of approximately $ 212,425,199 and net operating loss carryforwards for foreign income tax purposes of approximately $ 46,098,050 .

The federal NOL carryforwards from 2005 forward will expire in various years beginning 2025 and ending through the year 2035 .

From 2025 through 2027, approximately $ 29 million of the NOL will expire, and from 2028 through 2037, approximately $ 128 million of the NOL will expire.

1 unchanged sentence

The components of the provision for income tax (benefits) are attributable to continuing operations as follows:

December 31, 2022

December 31, 2021

December 31, 2020

(As Restated)

Deferred income taxes reflect the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets and liabilities are as follows:

December 31, 2022

December 31, 2021

Significant components of the Company’s deferred tax assets and liabilities are as follows:

(As Restated)

Deferred tax assets:

Net operating loss and tax credit carryforwards

Capital loss carryforward

Accrued expenses

Start-up costs

3 unchanged sentences

valuation allowance

( 85,268,067 )

( 74,138,667 )

Deferred tax liability:

4 unchanged sentences

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, 2022.

Based on the available evidence, we have concluded that it is more likely than not that those assets would not be realized without the recognition of substantial taxable income in the future, thus a valuation allowance has been recorded as of December 31, 2023.

The change in the valuation allowance is as follows:

3 unchanged sentences

The federal and state income tax provision (benefit) is summarized as follows for the years ended:

December 31, 2022

December 31, 2021

December 31, 2020

Expected (benefit)

2 unchanged sentences

Subpart F income

Debt Extinguishment

Funder Loan Proceeds

Equity method investment

Derivatives fair value

Change in valuation allowance

Foreign rate differential

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 2019.

NOTE 15 –

MAJOR CUSTOMERS

For the years ended December 31, 2022 and 2021 , we had one customer, CIC, which is a related party (see Note 6 Related Party Transactions ), that accounted for 100 % of our total revenue in both years.

NOTE 16 –

COMMITMENTS AND CONTINGENCIES

NOTE 17 – MAJOR CUSTOMERS

For the year ended December 31, 2023, we had two customers, CIC and OML, which are both related parties (see NOTE 8 Related Party Transactions), that accounted for 100 % of our total revenue in 2023.

For the year ended December 31, 2022, we had one customer, CIC, that accounted for 100 % of our total revenue in 2022.

NOTE 18 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

1 unchanged sentence

We are not a party to any litigation as a defendant where a loss contingency is required to be reflected in our consolidated financial statements.

We also owe consultants contingent success fees of up to $ 700,000 upon the approval and issuance of the ExO Project Environmental Impact Assessment ("EIA") .

The EIA has not been approved as of the date of this report.

Going Concern Consideration

We have experienced several years of net losses and may continue to do so.

Our ability to generate net income or positive cash flows for the following twelve months is dependent upon financings, our success in developing and monetizing our interests in mineral exploration entities, generating income from exploration charters or collecting on amounts owed to us.

Our 2023 business plan requires us to generate new cash inflows to effectively allow us to perform our planned projects.

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

On June 10, 2022, we sold an aggregate of 4,939,515 shares of our common stock and warrants to purchase up to 4,939,515 shares of our common stock.

The net proceeds received from this sale, after offering expenses of $ 1.8 million , were $ 14.7 million (see Note 13 Stockholders' Equity/(Deficit)).

These proceeds, coupled with other anticipated cash inflows, provided operating funds through early 2023.

Our consolidated non-restricted cash balance at December 31, 2022 was $ 1,443,421 .

We have a working capital deficit at December 31, 2022 of $ 60.7 million .

The total consolidated book value of our assets was approximately $ 13.3 million at December 31, 2022, which includes cash of $ 1,443,421 .

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

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

We owe consultants contingent success fees of up to $ 700,000 upon the approval and issuance of the ExO Project Environmental Impact Assessment (“EIA”) for our Mexican subsidiary.

The EIA has not been approved as of the date of this report, and the contingent success fees have not been accrued.

Lease commitment

In August 2019, we entered into an operating lease for our corporate office space under a non-cancellable lease through August 2024 with monthly payments ranging from $ 11,789 to $ 13,269 , not including sales tax.

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.

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.

Since the implicit rate of interest in the arrangement was not readily determinable, we utilized our incremental borrowing rate of 10 % in determining the present value of lease payments.

The operating lease ROU asset includes any lease payments made and excludes lease incentives.

At December 31, 2022 , the ROU asset and lease obligation were, $ 218,098 and $ 229,657 , respectively.

The remaining lease payment obligations are as follows:

Year ending December 31,

Annual payment

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 %.

At December 31, 2022 , the ROU asset and lease obligation were, $ 81,927 and $ 86,138 , respectively.

The remaining lease payment obligations are as follows:

At December 31, 2023, the ROU assets

and lease obligations for our two real property operating leases were, $ 121,568 and $ 129,139 , respectively.

The remaining lease payment obligations, which include an interest component of $ 4,675 are as follows:

Year ending December 31,

Annual payment

We have recognized approximately $ 218,000 , $ 216,000 and $ 194,000 in rent expense associated with these leases for the years ended December 31, 2022, 2021 and 2020 , respectively.

NOTE 17 –

QUARTERLY FINANCIAL DATA –

The following tables present certain unaudited consolidated quarterly financial information for each of the past eight quarters ended December 31, 2022 and 2021.

This quarterly information has been prepared on the same basis as the consolidated financial statements and includes all adjustments necessary to state fairly the information for the periods presented.

Fiscal Year ended December 31, 2022

Quarter Ending

Revenue –

We recognized $ 223,515 and $ 218,000 in rent expense associated with these leases for the years ended December 31, 2023 and 2022, respectively.

2023 Special Bonus Plan

On September 8, 2023, the compensation committee of our board of directors approved the 2023 Special Bonus Plan (the “Bonus Plan”) for Odyssey’s full-time employees, including the chief executive officer and the other named executive officers, who meet the eligibility requirements set forth in the Bonus Plan.

The Bonus Plan was approved in lieu of a traditional cash annual incentive plan for employees for 2023 in recognition of the significant dedication, work and sacrifice of Odyssey’s employees (including eligible employees under the Bonus Plan) to achieve a positive outcome for Odyssey with respect to Exploraciones Oceánicas S.

(“ExO”), to continue to achieve success in other areas of the business with limited resources, and to incentivize the team to continue its efforts to maximize any monetary outcome with respect to ExO.

Pursuant to the Bonus Plan, individuals who were employed by Odyssey for the full year ending December 31, 2023, or whose employment or separation agreements indicate their eligibility to participate in the Bonus Plan, will be entitled to a one-time special

cash bonus payment (a “Special Bonus”) if Odyssey profits significantly from its ownership of ExO, including pursuant to an award in the NAFTA arbitration case by Odyssey and ExO pending against the United States of Mexico.

Any Special Bonus will be payable by Odyssey only if all of the following conditions are met within specified timeframes:

the tribunal in the pending arbitration issues a decision in favor of and a monetary award to Odyssey and/or ExO (an “Arbitration Award”);

or (b) Odyssey enters into an agreement pursuant to which Odyssey is entitled to receive a monetary payment (a “Settlement”) relating to ExO or its mineral licenses;

Odyssey receives cash payments from any combination of (a) a dividend or distribution resulting from an Arbitration Award or Settlement based on its indirect ownership interest in ExO;

(b) an Award or Settlement, or any agreement to monetize an Award;

or (c) repayment of certain promissory notes issued by or relating to ExO;

the aggregate net cash payments received by Odyssey, after payment of or reservation of cash for all legal and other expenses, including litigation financing for the Arbitration, and all of ExO’s outstanding liabilities, equal at least $ 10 million.

Odyssey has estimated that the amount of a monetary award or settlement amount would need to be at least $ 200 million for this condition to be satisfied.

If the Special Bonus conditions are satisfied, a Special Bonus will be payable to each eligible employee within 60 days of Odyssey’s receipt of the cash payments.

The amount of the Special Bonus payments will be based on the amount of the net cash payment amount received by Odyssey.

The Bonus Plan provides for various bonus pool amounts and percentages of each eligible employee’s salary based upon the amount of net cash payments received, and range from a pro rata share of an aggregate bonus pool of $ 750,000 if the net payments to Odyssey equal at least $ 10 million, to an amount equal to up to 40 % of each eligible employee’s salary if the net payments to Odyssey equal at least $ 50 million, to a maximum amount equal to up to 250 % of each eligible employee’s salary if the net payments to Odyssey equal at least $ 400 million.

At each payment level, the aggregate Special Bonus paid would equal approximately 2 % or less of the net proceeds received by Odyssey.

NOTE 19 – SUBSEQUENT EVENTS

We have evaluated subsequent events for recognition or disclosure through the date this Form 10-K is filed with the Securities and Exchange Commission.

In January 2024, we issued amended and restated warrants to the holders of the Warrant issued on March 6, 2023.

The amended and restated warrants amended the terms of the original Warrant by including a cashless exercise option and extending to 65 days the notice that we are required to give holders prior to any dividend payment.

A copy of the form of Amended and Restated Warrant to Purchase Stock is attached to this Comprehensive Form 10-K as Exhibit 4.4.

In January 2024, the Compensation Committee of the Board of Directors approved certain awards of stock options and restricted stock units (“RSUs”) consistent with past use of equity plan awards and executive compensation practices.

In approving the awards, the Compensation Committee noted that the Company is operating with fewer executive officers and minimum staff levels, and the number of independent directors was reduced by two members during 2023, resulting in increased workloads for all officers, employees and directors.

The Compensation Committee determined that equity awards are appropriate under these circumstances to incentivize personnel and promote retention.

The committee approved the award and granted an aggregate of 592,200 stock options and 10,800 RSUs from the 2019 Stock Incentive Plan to officers, employees, and directors.

The grant date of the stock options and RSUs was January 29, 2024.

The exercise price of the stock options is $ 4.65 per share, which was the closing price of the Company’s common stock on the grant date.

The stock options have a five-year term and were fully vested on January 29, 2024.

Stock options issued to the Company’s independent directors were in lieu of the annual equity award that they would have been entitled to receive in June 2024.

In February 2024, we entered into an amendment to the December 2023 Registration Rights Agreement with the holders of the December 2023 Warrants pursuant to which the deadline by which we are required to file a registration statement covering the resale of the shares issuable upon exercise of the December 2023 Warrants was extended from February 14, 2024, to the earliest to occur of (a) the date that is five business days after the date on which the Company files its Form 10-K for the year ended December 31, 2023 with the SEC, or (b) April 15, 2024.

In February 2024, we entered into a Fourth Amendment of the OML Purchase Agreement pursuant to which the deadline for the second closing was extended to June 28, 2024.

On March 8, 2024, Odyssey received a letter from ICSID advising that the Tribunal in the NAFTA Arbitration “has continued to make progress in finalizing its determinations” and that it “expects to render the Award in the second quarter of this year.”

On May 3, 2024, we received payment of approximately $ 9.4 million in net proceeds from a recovered shipwreck in which we retained a residual economic interest when we sold substantially all the assets related to our shipwreck business to a third-party purchaser in December 2015.

The holders of the March 2023 Notes hold a security interest in the proceeds.

NOTE 20 – QUARTERLY FINANCIAL DATA – UNAUDITED

The following tables present the impacts of the restatement adjustments, as described in NOTE 2 Restatement of Consolidated Financial Statements.

The unaudited consolidated financial statements for September 30, 2023, which have not previously been presented and have not been restated, are also presented here.

This quarterly information has been prepared on the same basis as the Consolidated Financial Statements and includes all adjustments necessary to state fairly the information for the interim periods presented for which the unaudited quarterly financial statements have been restated that management considers necessary for a fair presentation when read in conjunction with the Consolidated Financial Statements and notes.

We believe these comparisons of consolidated quarterly selected financial data are not necessarily indicative of future performance.

In addition to the corrections summarized in NOTE 2 Restatement of Consolidated Financial Statements, the accounting treatments corrected in the unaudited restated quarterly financial statements include the following:

CIC Services Agreement Adjustment

– Corrections of an error to each affected period were recorded based on the settlement of the MSA through services provided or cash settlement.

2022 Warrant Issuance Adjustment –

A correction of an error was made to reclassify from Equity to Derivative Financial Instrument as described in NOTE 2 Restatement of Consolidated Financial Statements.

37North Adjustment

– Management determined that the Share Settled Redemption Feature within the 37N Note is an embedded derivative and should be measured at fair value, with the difference between the fair value of the Share Settled Redemption Feature and the proceeds received from the issuance of the Note allocated to the Note.

Then, for subsequent measurements, the Note should be measured at accreted value using the interest method and the Share Settled Redemption Feature is measured at fair value each period with changes in fair value reported in earnings.

A correction of an error was made to record the fair value of the Share Settled Redemption Feature separately as a derivative liability financial instrument related to the 37N Note of $ 423,696 at June 30, 2023.

Monaco Note Payable Adjustmen

t - A correction of an error was made to Equity to record subsequent changes in fair value of $ 311,123 in March 2022.

Seller Note Adjustment

– Management determined that the Seller Note should have been recorded in notes payable-long term at March 31, 2023.

Management reclassified $ 931,425 at March 31, 2023 from short-term Loan Payable to long-term Loan Payable.

Capitalization of ROV Expense adjustment

– The Company capitalized refurbishments costs of its Retriever asset that were previously expensed of $ 510,402 and $ 287,865 during the three months ended March 31, 2023, and June 30, 2023, respectively.

Impact on Consolidated Balance Sheets

The following Unaudited Interim Consolidated Balance Sheet tables present the impacts of the restatement adjustments as of the periods ended March 2022 and 2023, June 30, 2022 and 2023, September 30, 2022 and December 31, 2022.

For the impacts of the restatement adjustments for the Consolidated Balance Sheet as of December 31, 2022, refer to NOTE 2 Restatement of Consolidated Financial Statements.

The unaudited interim consolidated balance sheet for the period ended September 30, 2023 was not subject to restatement but is presented here.

Consolidated Balance Sheet As of March 31, 2022

Investment in

Unconsolidated

CURRENT ASSETS

Cash and cash equivalents

Accounts and other related party receivables

Short-term notes receivable related party

Other current assets

Total current assets

OTHER NON-CURRENT

Investment in unconsolidated entities

Option to purchase equity securities in related parties

Exploration license

Property and equipment, net

Right of use - operating leases

Other non-current

Total non-current

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accounts payable

Accrued expenses

Operating lease liability, current portion

Loans payable, current portion

Total current liabilities

LONG-TERM LIABILITIES

Loans payable

Litigation financing and other

Deferred revenue

Operating lease liability

Total long-term liabilities

Total liabilities

Commitments and contingencies (Note 18)

STOCKHOLDERS’ DEFICIT

Preferred stock - $ .0001 par value;

24,984,166 shares authorized;

no ne outstanding

Common stock – $ .0001 par value;

75,000,000 shares authorized;

14,487,146 issued

Additional paid-in

Accumulated deficit

( 283,321,086

( 286,908,600

Total stockholders’ deficit before non-controlling

Non-controlling

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Consolidated Balance Sheet As of June

Investment in

Unconsolidated

CURRENT ASSETS

Cash and cash equivalents

Accounts and other related party receivables

Short-term notes receivable related party

Other current assets

Total current assets

OTHER NON-CURRENT

Investment in unconsolidated entities

Option to purchase equity securities in related parties

Exploration license

Property and equipment, net

Right of use - operating leases

Other non-current

Total non-current

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accounts payable

Accrued expenses

Operating lease liability, current portion

Loans payable, current portion

Total current liabilities

LONG-TERM LIABILITIES

Loans payable

Litigation financing and other

Deferred revenue

Warrant liability

Operating lease liability

Total long-term liabilities

Total liabilities

Commitments and contingencies (Note 18)

STOCKHOLDERS’ DEFICIT

Preferred stock - $ .0001 par value;

24,984,166 shares authorized;

no ne outstanding

Common stock – $ .0001 par value;

75,000,000 shares authorized;

19,464,950 issued and outstanding

Additional paid-in

Accumulated deficit

( 288,004,571

( 294,700,299

Total stockholders’ deficit before non-controlling

Non-controlling

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Consolidated Balance Sheet As of September 30, 2022

Investment in

Unconsolidated

CURRENT ASSETS

Cash and cash equivalents

Accounts and other related party receivables

Short-term notes receivable related party

Other current assets

Total current assets

OTHER NON-CURRENT

Investment in unconsolidated entities

Option to purchase equity securities in related parties

Exploration license

Property and equipment, net

Right of use - operating leases

Other non-current

Total non-current

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accounts payable

Accrued expenses

Operating lease liability, current portion

Loans payable, current portion

Total current liabilities

LONG-TERM LIABILITIES

Loans payable

Litigation financing and other

Deferred revenue

Warrant liability

Operating lease liability

Total long-term liabilities

Total liabilities

Commitments and contingencies (Note 18)

STOCKHOLDERS’ DEFICIT

Preferred stock - $.

0001 par value;

24,984,166 shares authorized;

none outstanding

Common stock – $.

0001 par value;

75,000,000 shares authorized;

19,507,469 issued and outstanding

Additional paid-in

Accumulated deficit

( 293,459,800

( 296,292,698

Total stockholders’ deficit before non-controlling

Non-controlling

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Consolidated Balance Sheet As of March 31, 2023

Investment in

Unconsolidated

CURRENT ASSETS

Cash and cash equivalents

Accounts and other related party receivables

Short-term notes receivable related party

Other current assets

Total current assets

OTHER NON-CURRENT

Investment in unconsolidated entities

Option to purchase equity securities in related parties

Exploration license

Property and equipment, net

Right of use - operating leases

Other non-current

Total non-current

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accounts payable

Accrued expenses

Operating lease liability, current portion

Loans payable, current portion

Total current liabilities

LONG-TERM LIABILITIES

Loans payable

Litigation financing and other

Deferred revenue

Warrant liability

Operating lease liability

Total long-term liabilities

Total liabilities

Commitments and contingencies (Note 18)

STOCKHOLDERS’ DEFICIT

Preferred stock - $ .0001 par value;

24,984,166 shares authorized;

no ne outstanding

Common stock – $ .0001 par value;

75,000,000 shares authorized;

19,893,450 issued and outstanding

Additional paid-in

Accumulated deficit

( 281,631,073

( 279,135,089

Total stockholders’ deficit before non-controlling

Non-controlling

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Consolidated Balance Sheet As of June 30, 2023

Investment in

Unconsolidated

CURRENT ASSETS

Cash and cash equivalents

Accounts and other related party receivables

Short-term notes receivable related party

Other current assets

Total current assets

OTHER NON-CURRENT

Investment in unconsolidated entities

Equity securities

Exploration license

Property and equipment, net

Right of use - operating leases

Other non-current

Total non-current

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accounts payable

Accrued expenses

Operating lease liability, current portion

Loans payable, current portion

Total current liabilities

LONG-TERM LIABILITIES

Loans payable

Litigation financing and other

Deferred revenue

Warrant liability

Operating lease liability

Total long-term liabilities

Total liabilities

Commitments and contingencies (Note 18)

STOCKHOLDERS’ DEFICIT

Preferred stock - $.

0001 par value;

24,984,166 shares authorized;

no ne outstanding

Common stock – $.

0001 par value;

75,000,000 shares authorized;

19,981,901 issued and outstanding

Additional paid-in

Accumulated deficit

( 287,354,763

( 284,066,697

Total stockholders’ deficit before non-controlling

Non-controlling

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Balance Sheet

September 30,

CURRENT ASSETS

Cash and cash equivalents

Accounts and other related party receivables

Short-term notes receivable related party

Other current assets

Total current assets

OTHER NON-CURRENT

Investment in unconsolidated entities

Equity securities

Exploration license

Property and equipment, net

Right of use - operating leases

Other non-current

Total non-current

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accounts payable

Accrued expenses

Operating lease liability, current portion

Equity securities liability

Put option liability

Loans payable, current portion

Total current liabilities

LONG-TERM LIABILITIES

Loans payable

Litigation financing and other

Deferred revenue

Warrant liability

Operating lease liability

Total long-term liabilities

Total liabilities

Commitments and contingencies (Note 18)

STOCKHOLDERS’ DEFICIT

Preferred stock - $.

0001 par value;

24,984,166 shares authorized;

no ne outstanding

Common stock – $.

0001 par value;

75,000,000 shares authorized;

20,072,453 issued and outstanding

Additional paid-in

Accumulated deficit

( 287,879,984

Total stockholders’ deficit before non-controlling

Non-controlling

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Impact on Consolidated Statement of Operations

The following Unaudited Interim Consolidated Statements of Operations present the impacts of the restatement adjustments for the periods ended March 31, 2022 and 2023, June 30, 2022 and 2023 and September 30, 2022.

For the impacts of the restatement adjustments for the Consolidated Statement of Operations for the period ended December 31, 2022 refer to NOTE 2 Restatement of Consolidated Financial Statements.

The Consolidated Statements of Operations for the period ended September 30, 2023 were not subject to restatement but are presented here.

Consolidated Statement of Operations For the Three Months Ended March 31, 2022

Litigation Financing

Investment in

Unconsolidated

Entities Adjustments

Marine services

Other services

Total revenue

OPERATING EXPENSES

Marketing, general and administrative

Operations and research

Total operating expenses

INCOME (LOSS) FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest income

Interest expense

Change in derivative liabilities fair value

Total other income (expense)

(LOSS) BEFORE INCOME TAXES

Income tax benefit

NET (LOSS) BEFORE NON-CONTROLLING INTEREST

attributable to noncontrolling interest

NET INCOME / (LOSS)

Basic and diluted net income per share

Fiscal Year Ended December 31, 2021

Quarter Ending

Revenue –

NET INCOME / (LOSS) PER SHARE

Basic (See Note 2)

Diluted (See Note 2)

Weighted average number of common shares outstanding

Consolidated Statement of Operations For the Three Months Ended June 30, 2022

Litigation Financing

Marine services

Other services

Total revenue

OPERATING EXPENSES

Marketing, general and administrative

Operations and research

Total operating expenses

INCOME (LOSS) FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest income

Interest expense

Change in derivative liabilities fair value

Total other income (expense)

(LOSS) BEFORE INCOME TAXES

Income tax benefit

NET (LOSS) BEFORE NON-CONTROLLING INTEREST

attributable to noncontrolling interest

NET INCOME / (LOSS)

Basic and diluted net income per share

NOTE 18 –

SUBSEQUENT EVENTS

We have evaluated subsequent events for recognition or disclosure through the date this Form 10-K is filed with the Securities and Exchange Commission.

On February 28, 2023, Odyssey issued a $ 300,000 11.0 % Promissory Note to Galileo NCC Inc ("Galileo").

The Promissory Note was payable on April 1, 2023 .

On March 6, 2023, Odyssey repaid this note payable in full with proceeds from the issuance of the Note (as defined below).

DP SPV I LLC Note

and, together with the Note, the “Securities”) to purchase shares of Odyssey’s common stock.

and (b) the first quarterly interest payment due under the Note will be satisfied with PIK Interest.

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

Odyssey’s obligations under Note are secured by a security interest in substantially all of Odyssey’s assets (subject to limited stated exclusions).

Purchase Agreement, MINOSA 1 and MINOSA 2 Notes