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Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-03-31 · 322 added, 327 removed, 192 unchanged (77% of the section changed)

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Subsea Mineral Exploration Projects

ExO Phosphate Project:

The “Exploraciones Oceánicas” Phosphate Project is a rich deposit of phosphate sands located 70-90 meters deep within Mexico’s Exclusive Economic Zone (“EEZ”).

This deposit contains a large amount of high-grade phosphate ore that can be extracted on a financially attractive basis (essentially a standard dredging operation).

The product will be desirable to Mexican and other world producers of fertilizers and can provide important benefits to Mexico’s agricultural development.

The deposit lies within an exclusive mining concession licensed to the Mexican company Exploraciones Oceánicas S.

de CV (“ExO”).

Oceanica Resources, S.

de R.L., a Panamanian company (“Oceanica”) owns 99.99% of ExO, and Odyssey owns 56.14% of Oceanica through Odyssey Marine Enterprises, Ltd., a wholly owned Bahamian company (“Enterprises”).

In 2012, ExO was granted a 50-year mining license by Mexico (extendable for another 50 years at ExO’s option) for the deposit that lies 25-40 km offshore in Baja California Sur.

Phosagmex Project

On December 23, 2024, the Company, certain of its affiliates and Capital Latinoamericano, S.A.

(“CapLat”) entered into a Joint Venture Agreement (the “JV Agreement”), pursuant to which Odyssey and CapLat agreed to work together to develop a strategic fertilizer production project in Mexico (the “Phosagmex Project”) building on the work completed by the Company to validate and quantify a high-quality subsea phosphate resource within Mexico’s Exclusive Economic Zone (the “Mexican EEZ”).

Pursuant to the JV Agreement, the Company and CapLat agreed to work together to develop the Phosagmex Project and, subject to satisfaction of certain conditions, including certain regulatory approvals from Mexican governmental authorities, to invest through subsidiaries of each party as equal partners, subject to adjustment based on final contributions in a newly formed joint venture entity that will own and continue to develop and operate the Phosagmex Project.

CapLat is key as a local partner in Mexico to develop the Phosagmex Project due to its local knowledge of the Mexican business and political environment and its expertise in the food and agricultural industries.

Odyssey is a key partner that has expertise critical to the phosphate and fertilizer production project with respect to operations in the Mexican EEZ to extract phosphate ore needed for fertilizer production from the seafloor within the area located in the Gulf of Ulloa of the Baja California Sur Peninsula in the Mexican EEZ, as well as processing phosphate ore into commercially viable products serving the fertilizer industry in Mexican and global markets.

The Phosagmex Project includes a rich deposit of phosphate sands located 70-90 meters deep within the Mexican EEZ.

This deposit contains a large amount of high-grade phosphate ore that can be extracted on a commercially viable basis (essentially a standard dredging operation).

The product will be attractive to Mexican and other world producers of fertilizers because it can provide important benefits to Mexico’s and the rest of North America’s agricultural development.

The deposit lies within exclusive mining concessions described in more detail below.

Pursuant to the JV Agreement, on June 4, 2025, the parties formed Phosagmex as a joint venture entity.

On June 6, 2025, in accordance with the JV Agreement, the Company’s subsidiary, Exploraciones Oceánicas S.

de CV (“ExO”), entered into an agreement to transfer its legal rights to the mining concessions described below that include the phosphate ore for the Phosagmex Project to Phosagmex subject to reinstatement of the concessions.

On February 27, 2026, the Company, certain of its affiliates, CapLat, and Phosagmex entered into an amended and restated JV

Agreement (the “Restated JV Agreement”).

The Restated JV Agreement:

• provides for termination only upon the mutual consent or agreement of the parties to the JV Agreement;

• eliminates respective rights to termination fees in the event of termination for all parties to the JV Agreement;

• provides for the closing of the transactions contemplated thereby upon execution and delivery of the Restated JV Agreement, including execution and delivery of an acknowledgment of assignment of the mining concessions and a restated shareholder agreement;

• limits the duration of the period during which the Company is obligated to provide services to Phosagmex.

In 2012, ExO was granted the first of three 50-year mining licenses by Mexico (extendable for another 50 years) for the deposit that lies 25-40 km offshore in Baja California Sur.

In October 2024, the Company discovered that the Mexican mining authority unlawfully cancelled ExO’s mining concessions in June and August 2024.

ExO challenged the cancellation in November 2024.

In September and October 2025, the Tribunal Federal de Justicia Administrativa (“TFJA”) issued orders annulling the 2024 cancellations of the concessions, thereby restoring the legal validity of the concessions.

Certain issues relating to concession fees remain under review before a Federal Circuit Tribunal (“Tribunal”).

Once the concession fee issues are resolved by the Tribunal, the assignment of the concessions to Phosagmex will be effective.

After the concessions have been reinstated and the assignment to Phosagmex is effective, Phosagmex will submit an application for an environmental permit to move forward with the Phosagmex project.

Although the permit application will be based on the underlying exploration work and environmental research by ExO described below, the application will include certain significant changes to reflect the Phosagmex Project plan.

ExO Permit Application

We spent more than three years preparing an environmentally sustainable development plan with the assistance of experts in marine dredging and leading environmental scientists from around the world.

Key features of the environmental plan included:

• No chemicals would be used in the dredging process or released into the sea.

• A specialized return down pipe that exceeds international best practices to manage the return of dredged sands close to the seabed, limiting plume or impact to the water column and marine ecosystem (including primary production).

• The seabed would be restored after dredging in such a way as to promote rapid regeneration of seabed organisms in dredged areas.

• Ecotoxicology tests demonstrated that the dredging and return of sediment to the seabed would not have toxic effects on organisms.

• Sound propagation studies concluded that noise levels generated during dredging would be similar to whale-watching vessels, merchant ships and commercial fishing ships that already regularly transit this area, proving the system is not a threat to marine mammals.

• Dredging limited to less than one square kilometer each year, which means the project would operate in only a tiny proportion of the concession area each year.

• Proven turtle protection measures were incorporated, even though the deposit and the dredging activity are much deeper and colder than where turtles feed and live, making material harm to the species highly remote.

• There will be no material impact on local fisheries as fishermen have historically avoided the water column directly above the deposit due to the naturally low occurrence of fish there.

• The project would not be visible from the shoreline and would not impact tourism or coastal activities.

• Precautionary mitigation measures were incorporated into the development plan in line with best-practice global operational standards.

• The technology proposed to recover the phosphate sands has been safely used in Mexican waters for over 20 years on more than 200 projects.

Notwithstanding the factors stated above, in April 2016 the Mexican Ministry of the Environment and Natural Resources (“SEMARNAT”) unlawfully rejected the permit to move forward with the project.

ExO challenged the decision in Mexican federal court and in March 2018, the Tribunal Federal de Justicia Administrativa (“TFJA”), an 11-judge panel, ruled unanimously that SEMARNAT denied the application in violation of Mexican law and ordered the agency to re-take its decision.

In 2015, ExO applied for a permit to move forward with the project.

Notwithstanding the factors stated above, in April 2016 the Mexican Ministry of the Environment and Natural Resources (“SEMARNAT”) unlawfully rejected the permit application.

ExO challenged the decision in Mexican federal court and in March 2018, the TFJA, an 11-judge panel, ruled unanimously that SEMARNAT denied the application in violation of Mexican law and ordered the agency to re-take its decision.

Just prior to the change in the Mexican administration later in 2018, SEMARNAT denied the permit a second time in defiance of the court.

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On October 25, 2024, the TFJA announced its ruling in favor of SEMARNAT.

ExO expects to appeal the TFJA’s ruling, and the appeal is pending.

In April 2019, we filed a claim under the North American Free Trade Agreement (“NAFTA”) arbitration claim against Mexico on behalf of Odyssey and ExO to protect our stockholders’ interests and significant investment in the project.

ExO appealed the TFJA’s ruling.

On November 5, 2025, the Tribunal denied ExO’s appeal of the TFJA’s ruling.

Because ExO has transferred the concessions to Phosagmex and does not intend to pursue the project, the Tribunal’s decision does not impact our business or strategic plan to advance this project.

As described above, Phosagmex will submit its own environmental permit application when the concessions are reinstated.

ExO NAFTA Arbitration

In addition, in April 2019, we filed an arbitration claim under the North American Free Trade Agreement (“NAFTA”) against Mexico on behalf of Odyssey and ExO to protect our stockholders’ interests and significant investment in the project.

Our claim sought compensation on the basis that SEMARNAT’s wrongful repeated denial of authorization has destroyed the value of our investment in violation of NAFTA.

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On June 14, 2021, the funder agreed to fund up to an additional $5.0 million for arbitration costs.

The funder will not have any right of recourse against us unless the environmental permit is awarded or if proceeds are received (See Note 9, Derivative Financial Instruments – Litigation Financing ).

The funder will not have any right of recourse against us unless the environmental permit is awarded or if proceeds are received (See Note 10 – Derivative Financial Instruments ).

On September 17, 2024, the Company received notification from the International Centre for Settlement of Investment Disputes (“ICSID”) of the arbitral award (the “Arbitral Award”) on the claims brought by the Company on behalf of itself and ExO, against the United Mexican States under NAFTA.

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The case filings and the award are available on the ICSID website.

On December 12, 2024, Mexico commenced an application before the Ontario Superior Court of Justice seeking to set-aside the Arbitral Award.

In October 2024, the Company discovered that the Mexican mining authority unlawfully cancelled ExO’s mining concessions in June and August 2024.

ExO is challenging the cancellation.

Joint Venture with Capital Latinoamericano

On December 23, 2024, the Company and Capital Latinoamericano, S.A.

(“CapLat”) entered into a Joint Venture Agreement (the “JV Agreement”) pursuant to which Odyssey and CapLat formed a joint venture to develop a strategic fertilizer production project in Mexico (the “JV Project”) building on the work completed by the Company to validate a high-quality subsea phosphate resource within Mexico’s Exclusive Economic Zone (“EEZ”).

Pursuant to the JV Agreement, the Company and CapLat will work together to develop the JV Project and, subject to satisfaction of certain conditions, including certain regulatory approvals from Mexican governmental authorities, subsidiaries of each party will invest as equal partners, subject to adjustment based on final contributions, in a newly formed joint venture entity that will own and continue to develop and operate the JV Project.

The JV Agreement

also provides that the Company and CapLat have exclusive rights to develop the JV Project, and that CapLat has the exclusive right to develop with the Company any projects in the EEZ owned or developed by the Company during the next five years.

Each of the parties has the right to terminate the JV Agreement if the investment into the joint venture entity does not occur on or prior to December 31, 2026, or if there is a change of control of either party.

In the event of a termination based on a change of control, the non-terminating party would be entitled to a termination fee of $10 million.

The JV Agreement also sets forth representations and warranties, covenants, conditions, termination provisions, and other provisions customary for comparable transactions.

On December 12, 2024, Mexico commenced an application before the Ontario Superior Court of Justice seeking to set-aside the

Arbitral Award.

The set-aside application remains pending as of the date of this report.

CIC Limited (“CIC”) is a deep-sea mineral exploration company.

CIC is supported by a consortium of companies providing expertise and financial contributions in support of development of the project.

CIC is supported by a consortium of companies providing expertise and financial contributions in support of development of a project in the Cook Islands.

Odyssey is a member of the consortium, which also includes Royal Boskalis Westminster.

In February 2022, the Cook Islands Seabed Minerals Authority (“SBMA”) awarded CIC a five-year exploration license beginning June 2022.

Offshore explorations and research commenced in the third quarter of 2022 with positive results in early sampling and testing of vessels and equipment, which informed requirements for viable operational functions as the basis for a longer-term operation over the license period.

The early operations also resulted in preliminary resource sampling, which will ultimately accrue to the resource evaluation and regional environmental assessment.

Through a wholly owned subsidiary, we have earned and now hold approximately 14.2% of the current outstanding equity units of CIC issued in exchange for provision of services by the Company.

We have the ability to earn up to an aggregate of 20.0 million equity units through July 2025.

This means we can earn approximately 1.0 million additional equity units in CIC under our current services agreement.

In February 2022, the Cook Islands Seabed Minerals Authority (“SBMA”) awarded CIC a five-year exploration license beginning June 2022 within the Cook Islands’ exclusive economic zone.

Offshore explorations and research commenced in the third quarter of 2022 with positive results in early sampling and testing of vessels and equipment, which informed requirements for ongoing viable operational functions as the basis for a longer-term operation over the license period.

The early operations also resulted in preliminary resource sampling, that ultimately will accrue to the resource evaluation and regional environmental assessment.

Through a wholly owned subsidiary, we have earned and now hold approximately 13.4% of the current outstanding equity units of CIC issued in exchange for the provision of services by the Company.

We achieved our current equity position through the provision of services rendered to CIC (see Note 5 – Investment in Unconsolidated Entities ).

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Moana Minerals Limited (“Moana Minerals”) is a wholly owned subsidiary of OML and is a deepwater critical metals exploration and development company incorporated in the Cook Islands with offices and operations based in Rarotonga, Cook Islands.

In February 2022, the SBMA awarded Moana Minerals a five-year exploration license (“EL3”) for a 23,630 square kilometer area in the Cook Islands’ EEZ.

In February 2022, the SBMA awarded Moana Minerals a five-year exploration license (“EL3”) for a 23,630 square kilometer area in the Cook Islands’ exclusive economic zone.

Moana Minerals has validated vast polymetallic nodule resources in its exploration license area and, pursuant to the SBMA’s standards and guidelines, it is conducting further exploration activities to increase confidence in the reported mineral resource and size of the reported mineral resources and to secure environmental approvals to perform commercial operations.

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

The Termination Agreement terminated the parties’ rights and obligations relating to the Second OML Units, Third OML Units and Optional Units (see Note 5, Investment in Unconsolidated Entities ), but did not affect Odyssey’s ownership of the Initial OML Units or its obligation to pay the lease payments for the ROV (see Note 5, Investment in Unconsolidated Entities ).

The Termination Agreement also did not affect the Equity Exchange Agreement or Contribution Agreement (each as defined above), each of which remains in effect.

The Termination Agreement terminated the parties’ rights and obligations relating to the purchase of additional equity interests in OML, but did not affect Odyssey’s ownership of the Initial OML Units or its obligation to pay the lease payments for the ROV (see Note 5 – Investment in Unconsolidated Entities ).

The Termination Agreement also did not affect the Equity Exchange Agreement or Contribution Agreement.

The 6,000-meter rated ROV contributed to OML by Odyssey provides OML with an additional tool to advance the project toward eventual applications for an environmental permit and harvesting license when exploration and feasibility studies are completed and demonstrate how harvesting can be done without serious environmental harm.

OML continues to advance current Joint Ore Reserve Committee (“JORC”) compliant report, substantially increasing resources reporting to indicated and measured confidence levels and completing its preliminary Feasibility Study, among other important project milestones it is working to achieve.

OML has obtained a Joint Ore Reserve Committee (“JORC”) compliant report that substantially increases resources reporting to inferred and indicated confidence levels, and continues to advance toward completing its preliminary Feasibility Study, among other important project milestones it is working to achieve.

The summary of OML’s resource assessment is available on its website:

www.omlus.com.

Information available on OML’s website, including its technical report summary, is not incorporated into this Annual Report.

Lihir Gold Project:

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seamount-related epithermal and modern placer gold.

Two subaqueous debris fields within the

area are adjacent to the terrestrial Ladolam Gold Mine and are believed to have originated from the same volcanogenic source.

Two subaqueous debris fields within the area are adjacent to the terrestrial Ladolam Gold Mine and are believed to have originated from the same volcanogenic source.

The resource lies 500-2,000 meters deep in the Papua New Guinea Exclusive Economic Zone off the coast of Lihir Island, adjacent to the location of one of the world’s largest known terrestrial gold deposits.

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No timetable has been set for operations to commence, as operational plans are currently being developed.

On November 13, 2023, Bismarck received a sixth term renewal for the Bismarck Exploration License.

In March 2026, Bismarck received a seventh term renewal for the Bismarck Exploration License.

During 2023, Odyssey continued exploration in the exploration license area to continue to validate the geological prospectivity of the property.

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Future exploration will focus on continued sampling in these locations while working towards a defined resource assessment and gathering environmental baseline data to compile an environmental impact assessment.

Odyssey's multi-year exploration program is planned to focus on robust environmental surveys and studies that will accrue to environmental permitting in compliance with PNG's requirements as well as the development of an Environmental Impact Assessment ("EIA").

Odyssey’s multi-year exploration program is planned to focus on robust environmental surveys and studies that will accrue to environmental permitting in compliance with Papua New Guinea’s requirements as well as the development of an Environmental Impact Assessment (“EIA”).

During the exploration phase, steps to validate and quantify the precious and base metal content of the prospective resource would also be carried out.

Once completed, if the data shows extraction can be carried out responsibly, Odyssey will apply for a mining license.

Further development of this project is dependent on the characterization resources during the exploration phase.

Further development of this project is dependent on the characterization of any resources during exploration.

United States Critical Minerals

On April 24, 2025, the President of the United States issued Executive Order 14285, titled “Unleashing America’s Offshore Critical Minerals and Resources.” This directive mandates federal agencies to expedite the responsible exploration and development of seabed mineral resources on the outer continental shelf (the “OCS”) of the United States, quantify the nation’s offshore mineral endowment, and reinvigorate domestic leadership in extraction and processing technologies.

The order further prioritizes the establishment of secure domestic supply chains for critical inputs essential to U.S.

national security, energy transition, infrastructure modernization, and food security.

Odyssey is well positioned to benefit from the regulatory momentum and policy priorities laid out in the executive order.

Our projects focus on ocean mineral resources that are essential for both agricultural resilience and emerging clean energy technologies.

Our subsea mineral exploration experience is directly applicable to all of the projects being considered by the U.S.

Since 2021, Odyssey has been qualified by the U.S.

Department of the Interior’s Bureau of Ocean Energy Management (“BOEM”) to acquire and hold a marine minerals lease.

Lease applications are subject to agency review and public process, but recent regulatory actions in response to the executive order are expected to accelerate timelines and enhance the transparency and predictability of the permitting process.

We are considering areas with significant mineral prospectivity as determined through our proprietary Global Prospectivity Program.

We have high confidence that these areas within the OCS that align directly with the country’s stated goals of producing a sustainable supply of critical minerals that are sourced and processed in the U.S.

Virginia Strategic Minerals project

On November 6, 2025, we submitted an Unsolicited Request for Lease Sale of Marine Mineral Exploration and Development Rights to BOEM.

Odyssey’s request is among the first under the Outer Continental Shelf Lands Act (OCSLA) of 1953 in U.S.

jurisdiction under BOEM’s oversight.

The proposed lease area, located within the U.S.

OCS off the Mid-Atlantic coast, is highly prospective for heavy mineral sands rich in titanium, zirconium and rare earth elements.

Together, these materials are critical to U.S.

national defense, and domestic manufacturing, underpinning U.S.

manufacturing and agriculture—from aerospace alloys and smartphones to medical devices.

Additionally, offshore sand and gravel resources from the recovery process can support coastal resiliency efforts.

If BOEM grants the requested lease sale at the conclusion of its process and Odyssey obtains the development rights, Odyssey’s project will commence with the collection of comprehensive environmental and geological data to inform responsible resource assessment and project design.

If the project advances to recovery, operations will utilize shallow-water dredging, a well-established and extensively studied method already used regularly worldwide for navigation and coastal resilience, implemented in ways that mitigate potential impacts.

Odyssey carefully selected the proposed lease area to avoid sensitive habitats, marine protected areas, and active maritime zones, as well as to respect conservation areas.

If Odyssey obtains the requested lease, its capability to advance a project will be enhanced by an October 2025 collaboration agreement with Great Lakes Dredge & Dock Corporation (NASDAQ:

GLDD), the nation’s largest dredging contractor and a trusted federal partner for coastal restoration and resilience projects.

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 next twelve months is dependent upon financings, our success in developing and monetizing our interests in mineral exploration entities, and generating income from exploration charters.

Our 2026 business plan requires us to generate new cash inflows to effectively allow us to perform our planned projects.

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In December 2024, we amended the March 2023 Notes (as defined below) and the December 2023 Notes (as defined below) to, among other items, extend the maturity date of our obligations, and add a conversion feature, thereby deferring a material cash need.

The holders of March 2023 Notes and the December 2023 Notes have exercised their right to convert the notes in full, which alleviated our need for cash to repay the notes on their December 31, 2025 and April 1, 2026 maturity dates.

In addition, on December 23, 2024, we entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company issued and sold an aggregate of 7,377,912 shares of Common Stock to certain accredited investors at a purchase price of $0.55 per share.

The aggregate purchase price for the shares, before deduction of the Company’s expenses associated with the transaction, was approximately $4.1 million.

The proceeds of that sale of common stock, together with other anticipated cash inflows, is expected to provide sufficient operating funds into the second quarter of 2025.

The SPA further provides the investors with the right, but not the obligation, to purchase an additional 7,220,141 shares of common stock at a purchase price of $1.10 per share at a subsequent closing to be held on April 30, 2025.

That subsequent sale of common stock, if exercised by the investors under the SPA, is expected to provide sufficient operating funds through at least the fourth quarter of 2025.

The proceeds of that sale of Common Stock, together with other anticipated cash inflows, provided sufficient operating funds into the second quarter of 2025.

The SPA further provided the investors with the right, but not the obligation, to purchase an additional 7,220,141 shares of Common Stock at a purchase price of $1.10 per share at a subsequent closing to be held on July 31, 2025, or such later date agreed by the Company and the purchasers who purchased at least a majority of the initial shares under the SPA.

During the year ended December 31, 2025, purchasers exercised their options to purchase 6,975,488 additional shares of Common Stock under the SPA at $1.10 per share, for an aggregate purchase price of $7.7 million.

During the year ended December 31, 2025, holders of the Company’s warrants to purchase Common Stock exercised their warrants to purchase 1,318,391 shares of Common Stock at a weighted-average price per share of $1.11, for an aggregate purchase price of $1.5 million.

Sales of Common Stock pursuant to exercises of warrants and stock options are expected to provide sufficient operating funds through the short term.

Our consolidated non-restricted cash balance at December 31, 2025, was $3.5 million.

We had a working capital deficit at December 31, 2025, of $7.3 million.

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

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

The total consolidated book value of our assets was approximately $15.8 million at December 31, 2025, which included the cash balance of $3.5 million.

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

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

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

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Total operating expenses

Total other income / (expense)

Net Income / (Loss)

Total other (expense) / income

Net (loss) / income

Net loss attributable to non-controlling interest

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

The revenue generated in each period was a result of performing marine research and project administration for our customers and related parties.

Total revenue for the twelve months ended December 31, 2024 was $0.8 million, a decrease of $35,122 compared to $0.8 million from the twelve months ended December 31, 2023.

We do not consider the fluctuation period over period to be significant.

One company to which we provided these services in both periods is a deep-sea mineral exploration company, CIC, which we consider to be a related party because our lead director is an indirect minority equity holder of CIC (see Note 14, Related Party Transactions ).

In addition, during the twelve months ended December 31, 2024, we provided services to OML, which is also a related party as we account for our interest in OML under the equity method of accounting.

Revenue in each period was generated from marine research and project administration for our customers and related parties.

Total revenue for the year ended December 31, 2025 was $0.4 million, a decrease of $0.4 million compared to the year ended December 31, 2024.

The decrease was primarily due to the expiration of the Services Agreement with CIC in the second quarter of 2025.

Two companies to which we provided these services in both periods are deep-sea mineral exploration companies, CIC and OML, which we consider to be related parties (see Note 15 – Related Party Transactions ).

Operating Expenses

Marketing, general and administrative expenses for the twelve months ended December 31, 2024 were $9.7 million, an increase of $2.8 million as compared to the twelve months ended December 31, 2023.

The increase primarily resulted from an increase of $1.5 million in share-based compensation and employee bonuses and $1.7 million in audit and legal fees.

These increases were offset in part by $0.4 million of employee compensation, and other general expenses.

Operations and research expenses are primarily focused around deep-sea mineral exploration, which includes minerals research, scientific services, marine operations and project management.

Operations and research expenses decreased by $1.2 million during the twelve months ended December 31, 2024, as compared to the twelve months ended December 31, 2023, primarily as a result of decreases of $1.1 million in licenses and permits, $0.2 million of contract labor expense associated with ROV sea trials and a $0.1 million reduction in port fees, customs duties, and dockage.

These decreases were offset in part by an increase of $0.2 million in professional services related to NAFTA arbitration.

Total Other Income and Expense

Total other income/(expense) was $18.3 million and $6.5 million for the twelve months ended December 31, 2024 and 2023, respectively, resulting in an increase of $11.8 million.

The increase in income was attributable to:

• a $27.2 million increase in the change in derivative fair value, mainly consisting of changes in fair value increases of (i) $20.0 million in warrants, (ii) $6.7 million in OML Put Option, (iii) $1.9 million in litigation financing, and (iv) $0.8 million of 37N Note, which are offset in part by decreases of (y) $2.1 million in March 2023 Notes and (z) $0.1 million in December 2023 Notes;

• $9.8 million received in connection with residual economic interest in the shipwreck received during 2024, which did not occur in 2023;

• a $2.8 million increase in foreign exchange gain.

The above increases in income were offset by increases in expense attributable to:

• $21.9 million primarily related to a gain on debt extinguishment predominantly from the termination of the MINOSA debt in 2023;

• $4.2 million of a loss on the OML termination agreement in 2024;

• a $1.5 million increase in interest expense primarily related to March 2023 Notes and December 2023 Notes, which includes $0.7 million of the write-off of the debt discount related to the debt extinguishment of the March 2023 Notes and December 2023 Notes;

• a $0.2 million decrease in interest income;

• a $0.2 million decrease in the gain on sale of wholly owned entity, due to the recognized sale of ORI in 2023, that did not recur in 2024.

Due to losses and our net operating loss carryforwards, we did not accrue any taxes in either period ending 2024 or 2023.

Marketing, general and administrative expenses for the year ended December 31, 2025 were $11.0 million, an increase of $1.3 million as compared to the year ended December 31, 2024.

The increase primarily resulted from $2.4 million of director fees in connection with the Mexican Corporate Transactions, as well as increases of $1.1 million in employee bonus and other compensation, $0.6 million increase in legal fees, $0.2 million in investor relations, and $0.1 in other professional services.

These increases were partially offset by a $1.8 million decrease in share-based compensation and a $1.4 million reduction in audit fees, as 2024 included significant audit fees related to the 2023 restatement of previously issued financial statements.

Operations and research expenses are primarily focused on deep-sea mineral exploration, including mineral research, scientific services, marine operations and project management.

Operations and research expenses for the year ended December 31, 2025 were $2.8 million, a decrease of $0.3 million as compared to the year ended December 31, 2024, primarily as a result of decreases of $1.2 million in licenses and permits, partially offset by a $0.9 million increase in other professional fees.

Total Other (Expense)/Income

Total other (expense)/income was a $35.0 million expense and $18.3 million income for the year ended December 31, 2025 and 2024, respectively, resulting in a net change of $53.3 million.

The increase in expense or reductions in income were attributable to:

• a $47.1 million decrease in the change in derivative fair value, mainly consisting of changes in fair value of warrants, OML Put Option, Litigation Financing, 37N Note, March 2023 Notes and December 2023 Notes (refer to Note 9 – Fair Value Measurements for additional details);

• $9.8 million of other income in 2024 from our residual economic interest in our legacy shipwreck business which was not present in 2025;

• $1.3 million increase in the loss on equity method investment, related to OML and Phosagmex;

• a $2.3 million increase in foreign exchange loss.

The above increases in expense were offset by increases in income or reductions in expense attributable to:

• $4.2 million of loss on the OML Termination Agreement in 2024;

• $0.6 million of gain on debt extinguishment and $0.2 million in sale of equipment in 2025, compared with a $0.7 million loss on debt extinguishment in 2024;

• a $1.6 million decrease in interest expense, which includes debt discount amortization.

Due to losses in the periods and a full valuation allowance established on our net operating loss carryforwards, we did not accrue any taxes in either the year ended December 31, 2025 or 2024.

Non-Controlling Interest

Commencing in 2013, we became the controlling stockholder of Oceanica.

Our financial statements therefore include the financial results of Oceanica and its subsidiary, ExO.

Except for intercompany transactions that are fully eliminated upon consolidation, Oceanica's revenues and expenses, in their entirety, are shown in our consolidated financial statements.

The share of Oceanica's net losses corresponding to the equity of Oceanica not owned by us is subsequently shown as the "Non-Controlling Interest" in our consolidated statements of operations.

The non-controlling interest adjustment in the year ended December 31, 2024 was $9.4 million as compared to $9.2 million for the twelve months ended December 31, 2023.

The increase in these amounts is primarily due to the increase in permit fees and other standard operating costs.

The non-controlling interest adjustment for the year ended December 31, 2025 was $5.4 million as compared to $9.4 million for the year ended December 31, 2024.

This primarily resulted from lower permit fees and other standard operating costs.

Liquidity and Capital Resources

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Summary of Cash Flows:

Net Cash Provided By (Used In) Operating Activities

Net Cash Provided By (Used In) Investing Activities

Net Cash Provided By (Used In) Financing Activities

Net Increase/(Decrease) In Cash

Net Cash (Used In) Provided By Operating Activities

Net Cash Used In Investing Activities

Net Cash Provided By Financing Activities

Net (Decrease) Increase In Cash

Cash At Beginning Of Period

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Operating Activities

Net cash provided by operating activities for the year ended December 31, 2024 was $0.6 million.

Net cash used in operating activities for the year ended December 31, 2025, was $8.8 million.

This represented an increase in cash used of approximately $9.5 million when compared to cash provided of $0.6 million for the year ended December 31, 2024.

Cash flows used in operating activities for the year ended December 31, 2025 reflected a net income before non-controlling interest of $48.5 million and is adjusted primarily by non-cash items of $37.7 million, including:

(i) $28.2 million in changes in fair value of derivative liabilities, relating primarily to the change in fair value of warrants, OML Put Option, and Litigation financing liability, (ii) $2.2 million of an Equity Exchange in connection with Mexican Corporate Transactions, (iii) amortization of deferred discount $1.9 million, (iv) note payable accretion of $1.6 million, (v) share-based compensation of $0.2 million, (vi) $1.8 million of PIK interest, and (vii) $1.6 million loss on equity method investment.

Other operating activities increased working capital by $1.9 million, which included a $26,927 decrease in accounts payable, a $1.7 million decrease in accrued expenses, and a $0.2 million decrease in accounts receivable, partially offset by a $88,990 increase in other working capital accounts.

Cash flows provided by operating activities for the year ended December 31, 2024, were $0.6 million.

This represents an approximate $10.8 million increase in cash provided when compared to the use of $10.2 million for the year ended December 31, 2023.

Cash flows used in operating activities for the year ended December 31, 2024 reflected a net income before non-controlling interest of $6.2 million and is adjusted primarily by non-cash items of $3.7 million, and includes other income of $9.8 million from a residual economic interest in a salvaged shipwreck.

Cash flows used in operating activities for the year ended December 31, 2024, reflected a net income before non-controlling interest of $6.2 million and is adjusted primarily by non-cash items of $3.7 million, which includes other income of $9.8 million from our residual economic interest in a salvaged shipwreck.

Cash used in operating activities is adjusted primarily by non-cash items of $3.7 million, including:

(i) $18.9 million in changes in fair value of derivative liabilities, relating primarily to the change in fair value of warrants, OML Put Option, and Litigation financing liability, (ii) $4.2 million of a loss on Termination Agreement, (iii) amortization of deferred discount $3.3 million, (iv) note payable accretion of $2.3 million, (v) share-based compensation of $2.0 million, and (vi) $1.8 million of PIK interest.

Other operating activities resulted in an increase in working capital of $1.9 million.

This $1.9 million increase includes a $0.4 million decrease to accounts payable, $2.1 million increase to accrued expenses partially offset by a $0.2 million increase in other working capital accounts.

Cash flows used in operating activities for the year ended December 31, 2023, of $10.2 million reflected a net loss before non-controlling interests of $3.9 million and is adjusted primarily by non-cash items of $7.6 million, which primarily includes a gain on debt extinguishment of $21.2 million, services provided to unconsolidated entities of $0.8 million, and note receivable interest accretion of $0.3 million, which were partially offset primarily by a change in derivatives liabilities fair value of $8.3 million, debt accretion and amortization of fees and discounts of $3.7 million, interest paid in kind of $0.9 million, share-based compensation of $0.6 million, amortization of financing liabilities of $0.4 million, and depreciation of $0.2 million.

Other operating activities resulted in a decrease in working capital of $1.3 million.

This $1.3 million increase primarily comprises a $2.6 million increase to accrued expenses, and a decrease in accounts payable of $1.7 million offset by an increase of approximately $0.4 million in other working capital accounts.

The increase in accrued expenses and accounts payable is predominantly related to increased accrued interest and permit fees.

(i) $18.9 million in changes in fair value of derivative liabilities, relating primarily to the change in fair value of warrants, the OML Put Option, and the Litigation Financing liability, (ii) $4.2 million of a loss on Termination Agreement, (iii) amortization of deferred discount $3.3 million, (iv) note payable accretion of $2.3 million, (v) share-based compensation of $2.0 million, and (vi) $1.8 million of PIK interest.

Other operating activities increased working capital by $1.9 million.

This $1.9 million increase included a $0.4 million decrease to accounts payable and a $2.1 million increase to accrued expenses, partially offset by a $0.2 million increase in other working capital accounts.

Investing Activities

Cash flows used in investing activities for the twelve months ended December 31, 2024, was $84,350.

This represents an approximate $0.9 million decrease from cash flows used in investing activities of $1.0 million for the twelve months ended December 31, 2023.

During the twelve months ended December 31, 2024, the net cash used in investing activities was solely for the purchase of property and equipment.

During the year ended December 31, 2023, the primary items affecting the net cash used in investing activities were $1.3 million for the purchase of property and equipment, cash paid for the investment in a new unconsolidated entity of $1.0 million, offset by proceeds from related party of $1.0 million and proceeds from the sale of equipment of $0.3 million.

Cash flows used in investing activities for the year ended December 31, 2025, were $0.2 million.

This represented an approximate $90,000 increase from cash flows used in investing activities of $0.1 million for the year ended December 31, 2024.

During the year ended December 31, 2025, the net cash used in investing activities was $157,508 of cash paid for investment in an unconsolidated subsidiary and $16,098 for the purchase of property and equipment.

During the year ended December 31, 2024, the net cash used in investing activities was solely for the purchase of property and equipment.

Financing Activities

Cash flows provided by financing activities for the twelve months ended December 31, 2024, was $0.2 million.

The $0.2 million primarily consisted of $3.9 million from proceeds from the issuance of common stock, partially offset by $3.0 million of debt obligation payments, $0.5 million of sale leaseback payments and $0.1 million of offering costs paid on financing.

Cash flows provided by financing activities for the twelve months ended December 31, 2023, were $13.8 million.

The $13.8 million consisted of $21.4 million received from the issuance of loans payable, proceeds from warrants exercised of $0.3 million, $0.2

million proceeds from the issuance of common stock and $4.1 million of proceeds from the sale leaseback transactions, offset by the $11.5 million of debt obligation payments and $0.4 million of sale leaseback payments.

Cash flows provided by financing activities for the year ended December 31, 2025, were $7.7 million and primarily consisted of $7.7 million of proceeds from the issuance of common stock and $1.5 million of proceeds from exercised warrants, partially offset by $0.8 million of debt obligation payments, $0.5 million payments on sale-leaseback financing and $0.1 million of proceeds from the issuance of common stock.

Cash flows provided by financing activities for the year ended December 31, 2024, were $0.2 million and primarily consisted of $3.9 million from proceeds from the issuance of common stock, partially offset by $3.0 million of debt obligation payments, $0.5 million of sale-leaseback payments and $0.1 million of offering costs paid on financing.

Other Cash Flow and Equity Areas

General Discussion

At December 31, 2024, we had cash of $4.8 million, an increase of $0.8 million from the December 31, 2023 balance of $4.0 million.

At December 31, 2025, we had cash of $3.5 million, a decrease of $1.3 million from the December 31, 2024 balance of $4.8 million.

Financial debt of the company was $5.0 million and $22.9 million at December 31, 2025 and 2024, respectively.

Stock Purchase Agreement

On December 23, 2024, we entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company issued and sold an aggregate of 7,377,912 shares of common stock to certain accredited investors at a purchase price of $0.55 per share.

The aggregate purchase price for the shares, before deduction of the Company’s expenses associated with the transaction, was approximately $4.1 million.

The Company analyzed the SPA, specifically with respect to the shares issued and the right to purchase additional shares at a later date within the guidance of ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging, and determined the right to purchase additional shares is a written call option that qualifies as a free standing instrument based on the definition of the second criterion in the GAAP definition of a freestanding financial instrument that the instruments are legally detachable and separately exercisable.

The Company determined the written call option does not require liability classification under Topic 480 and does not meet the definition of a derivative, as there is no net settlement provision.

Lastly, the Company concluded the written call option should be classified as an equity instrument, as it meets the criteria for equity classification of a non-derivative instrument under ASC 815-40.

On December 23, 2024, the Company recorded the written call option as well as a capital contribution from its investors within APIC at a fair value of approximately $1.5 million.

The written call option does not require subsequent remeasurement each reporting period.

The capital contribution was recorded for the excess of proceeds received compared to the fair value of common stock and written call option.

Debt Financing

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AFCO insurance note payable

Pignatelli Note

Finance liability (Note 16)

Finance obligations (Note 17)

Total Loans payable

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March 2023 Notes and Warrant Purchase Agreement

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

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 Warrants” and, together with the March 2023 Note, the “March 2023 Securities”) to purchase shares of our Common Stock.

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

As a result, there was a debt discount of $3.7 million, which is amortized over the remaining term of the March 2023 Note Purchase Agreement using the effective interest method, which is charged to interest expense.

As a result, there was a debt discount of $3.7 million, which was amortized over the remaining term of the March 2023 Note Purchase Agreement using the effective interest method, which is charged to interest expense.

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

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

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

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

The principal amount outstanding under the March 2023 Note bore interest at the rate of 11.0% per annum, and interest was 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 could 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 was be satisfied with PIK Interest.

The March 2023 Note provided Odyssey with the right, but not the obligation, upon notice to the holder of the March 2023 Note to redeem the March 2023 Note under certain circumstances.

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

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

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

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

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

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

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

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

On March 6, 2023, the Company recognized the fair value of the March 2023 Warrant using the Black-Scholes valuation technique at $3.7 million and classified the warrants as equity and debt discount of the March 2023 Note.

Upon exercise of the March 2023 Warrant, Odyssey had 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 provided for customary adjustments to the exercise price and the number of shares of common stock issuable upon exercise in the event of a stock split, recapitalization, reclassification, combination or exchange of shares, separation, reorganization, liquidation, or the like.

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

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

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

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

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

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

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

The carrying value of the debt was $10.5 million and $13.1 million as of December 31, 2024 and 2023, respectively, which includes of interest Paid In Kind (“PIK”) of $1.2 million and $0.8 million, respectively, and was net of unamortized debt fees of $89,820 and $44,693, net of unamortized debt discount of $1.5 million and $1.7 million, respectively, associated with the fair value of the warrant.

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

December 2024 Amendment

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

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

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

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

December 2024 Amendment - March 2023 Notes and Warrant Purchase Agreement

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Odyssey registered the offer and sale of the shares of Odyssey common stock issuable upon exercise of the March 2023 AR Notes conversion right and the March 2023 Warrant in a registration statement filed with the SEC and declared effective as of February 7, 2025.

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

The Company evaluated the March 2023 NWPA Amendment under Accounting Standards Codification (“ASC”) 470, Debt, and concluded it should be recorded as a debt extinguishment as it added a substantive conversion option.

In addition, based on the criteria of ASC 480, Distinguishing Liabilities from Equity, and ASC 815-15-25-1, Derivatives and Hedging – Embedded Derivatives, the March 2023 AR Notes are classified as a liability on the consolidated balance sheet with the conversion option accounted for as an embedded derivative.

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

In addition, the warrants were determined to be freestanding, liability-classified instruments;

therefore, they are bifurcated from the debt host and reported separately in the consolidated financial statements.

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

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

On January 31, 2025, the Company entered into amendments to the March 2023 Notes transaction documents and the December 2023 Notes transaction documents to implement the Company’s post-closing obligations under the December 2024 amendment to the March 2023 Note Purchase Agreement.

The amendments included (a) an amendment to the security agreement securing the March 2023 Notes, pursuant to which, among other things, the Company granted a second-priority security interest in the collateral securing the December 2023 Notes;

(b) a second amendment to the December 2023 Note Purchase Agreement pursuant to which, among other things, the holders of the December 2023 Notes agreed to the second-priority security interest in the collateral securing the December 2023 Notes;

and (c) an intercreditor agreement with the collateral agents for the March 2023 Notes and the December 2023 Notes (the “Collateral Agents”) addressing the relative interests between them with respect to the shared collateral.

On February 25, 2025, the Company entered into amendments to the March 2023 Notes transaction documents and the December 2023 Notes transaction documents in furtherance of the Company’s post-closing obligations under the December 2024 amendment to the March 2023 Note Purchase Agreement and the January 2025 amendment to the December 2023 Note Purchase Agreement.

The amendments included (a) a second amendment to the March 2023 Note Purchase Agreement pursuant to which, among other things, the holders of the March 2023 Notes agreed to a second-priority security interest in certain of the collateral securing the March 2023 Notes;

(b) a third amendment to the December 2023 Note Purchase Agreement to address the grant of security interests in additional collateral;

(c) an amendment to the security agreement securing the December 2023 Notes, pursuant to which, among other things, the Company granted a second-priority security interest in the collateral securing the March 2023 Notes;

and (d) an amended and restated intercreditor agreement with the Collateral Agents addressing the relative interests between them with respect to the shared collateral.

On June 6, 2025, the Company entered into amendments to the March 2023 Notes and the December 2023 Notes.

As part of these amendments, the holders of the March 2023 Notes and December 2023 Notes (a) acknowledged and consented to the amendment of the JV Agreement and related transactions, (b) released their liens on the equity of Oceanica, and (c) were granted new liens on the equity interests in ORM held by the Company.

During the year ended December 31, 2025, holders of the March 2023 AR Notes converted all remaining indebtedness under the March 2023 AR Notes, amounting to $14.5 million, into 12,051,669 shares of the Company’s Common Stock.

As a result, there are no outstanding March 2023 AR Notes as of December 31, 2025, and the liens securing the March 2023 AR Notes were released.

For the years ended December 31, 2025 and 2024, we recorded $1.4 million and $1.8 million of interest expense from the amortization of the debt discount, respectively, and $89,820 and $44,934 interest from the fee amortization which has been recorded in interest expense, respectively.

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

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

December 2023 Note and Warrant Purchase Agreement

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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 (as defined below) was $2.4 million, resulting in a corresponding discount on the December 2023 Notes which is being amortized over the remaining term of the December 2023 Note Purchase Agreement using the effective interest method, which is charged to interest expense.

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

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

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

Under the terms of the December 2023 Note Purchase Agreement,

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

The initial fair value of the December 2023 Warrants was $2.4

million, resulting in a corresponding discount on the December 2023 Notes which was amortized over the remaining term of the December 2023 Note Purchase Agreement using the effective interest method, which is charged to interest expense.

The principal amount outstanding under the December 2023 Notes bore interest at the rate of 11.0% per annum, and interest was 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 could 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 was satisfied with December 2023 PIK Interest.

The December 2023 Notes provided us with the right to redeem the December 2023 Notes to redeem under certain conditions.

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

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

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

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

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

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

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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.

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

The carrying value of the debt was $5.8 million and $3.7 million as of December 31, 2024 and 2023, respectively, and was net of unamortized debt fees of $29,710 and $61,795, respectively, and net of unamortized debt discount of $0.5 million and $2.3 million, respectively, associated with the fair value of the warrant.

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

December 2024 Amendment

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

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

December 2024 Amendment - December 2023 Note and Warrant Purchase Agreement

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

The December 2023 Notes were modified by the December 2023 AR Notes to, among other things, (a) extend the maturity date to April 1, 2026, (b) add a conversion feature pursuant to which the holders have the right to convert the indebtedness under the December 2023 AR Notes into shares of the Company’s common stock at a conversion rate equal to 75% of the 30-day volume weighted average price of the Company’s common stock, provided that the conversion rate will not be less than $1.10.

The December 2023 Notes were modified by the December 2023 AR Notes to, among other things, (a) extend the maturity date to April 1, 2026, (b) add a conversion feature pursuant to which the holders had the right to convert the indebtedness under the December 2023 AR Notes into shares of the Company’s common stock at a conversion rate equal to 75% of the 30-day volume weighted average price of the Company’s common stock, provided that the conversion rate would not be less than $1.10.

The December 2023 AR Notes include limitations on the holders’ right to exercise the conversion feature, including customary limitations intended to ensure compliance with

the rules of the Nasdaq Capital Market and a provision that provides the Company with the right to settle any exercise of the conversion feature in cash rather than by issuing shares of common stock.

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

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

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

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

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

Odyssey registered the offer and sale of the shares of Odyssey common stock issuable upon exercise of the December 2023 AR Notes conversion right and the December 2023 Warrant in a Prospectus filed with the SEC and declared effective as of February 7, 2025.

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

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

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

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

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

At any time from 31 days after the maturity date, 37N has the option to convert all or a portion of the outstanding amount of the indebtedness into conversion shares equal to the quotient obtained by dividing (A) 120% of the amount of the indebtedness, by (B) the lower of $3.66 or 70% of the 10-day volume-weighted average principal (“VWAP”) market trading price of Common Stock.

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

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

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

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

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

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

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

As a result, the share settled redemption and conversion features were recorded at fair value at each reporting period outstanding with changes recognized through Interest expenses on the consolidated statement of operations.

The Company analyzed the conversion feature of the note and determined that, because it includes a conditional obligation to issue a variable number of shares based on a fixed amount known at inception, the debt is properly classified as a liability in the balance sheet.

The Company identified seven embedded features, all of which were of de minimis fair value other than the Share Settled Redemption Feature.

As such, only that was bifurcated and accounted for separately from the debt host.

Certain default put provisions were not considered to be clearly and closely related to the debt host, but management concluded that the value of these default put provisions was de minimis.

On December 27, 2023, 37N delivered an exercise notice to us pursuant to which it exercised its right to convert $0.3 million of the outstanding indebtedness under the Note Agreement into shares of our Common Stock.

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

Throughout 2024, 37N delivered exercise notices as follows:

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

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

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

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

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

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

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

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

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

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

Other Financing Arrangement

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 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").

Pursuant to the Agreement, the Funder agreed to specified fees and expenses regarding the Subject Claim (the "Claims Payments") incrementally and at the Funder's sole discretion.

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

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

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

(b) a second phase, in which the Funder shall make Claims Payments in an aggregate amount no greater than $5.0 million for the purposes of pursuing the Subject Claim to a final award ("Phase II Investment Amount").

Upon exhaustion of the Phase I Investment Amount, the Claimholder will have the option to request Tranche A of the Phase II Investment Amount, consisting of funding up to $3.5 million ("Tranche A Committed Amount").

Upon exhaustion of the Tranche A Committed Amount, the Claimholder will have the option to request Tranche B of the Phase II Investment Amount, consisting of funding of up to $1.5 million ("Tranche B Committed Amount").

The Claimholder must exercise its option to receive the Tranche A Committed Amount in writing, no less than thirty days before submitting a Funding Request to the Funder under Tranche A.

The Claimholder must exercise its option to receive the Tranche B Committed Amount in writing within forty-five days after the exhaustion of the Tranche A Committed Amount.

Pursuant to the Agreement, the Claimholder agreed that, upon exercising the Claimholder's option to receive funds under Phase I, Tranche A of Phase II, or Tranche B of Phase II, the Funder will be the sole source of third-party funding for the specified fees and expenses of the Subject Claim under each respective phase and tranche covered by the option exercised, and the Claimholder will obtain funding for such fees and expenses only as set forth in the Agreement.

The Funder was due a 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").

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, noted above, 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 in the United States ("US GAAP").

Reliance should not be placed on this estimate in determining the likely outcome of the Subject Claim.

If, at any time after exercising its option to receive funds under either Tranche A or Tranche B of Phase II, the Claimholder wishes to fund the Subject Claim with its own capital ("Self-Funding") (which excludes any Claims Payments made, either directly or indirectly, by any other third party), the Claimholder shall immediately pay to the Funder the Conversion Amount, provided that this requirement shall not apply if, after the Funder has made Claims Payments in an aggregate amount equal to the Maximum Investment Amount, the Funder does not exercise its option to provide Follow-On Funding.

In the event of any receipt of proceeds resulting from the Subject Claim (as defined in the Agreement, "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 acknowledged that the Agreement constitutes a sale of the right to a portion of the Proceeds (if any) arising from the Subject Claim as set forth in this Agreement.

The Claimholder has relinquished its right to the portion of the proceeds, if any, that the Funder would have the right to as described below.

This sale of proceeds is being accounted for under the guidance of ASC 815 Derivatives and Hedging )

On each Distribution Date, distributions of the Proceeds shall be made to the Claimholder and the Funder in accordance with subparagraph (a) or (b) below (the "Recovery Percentage"), as applicable:

(a) If the Claimholder receives only the Phase I Investment Amount from the Funder, the first Proceeds shall be distributed as follows:

(i) first, 100.0% to the Funder, until the cumulative amount distributed to the Funder equals the total Claims Payments paid by the Funder under Phase I;

(ii) second, 100.0% to the Funder until the cumulative amount distributed to the Funder equals an IRR of 20% of Claims Payments paid by the Funder under Phase I ("Phase I Compensation"), per annum;

(iii) thereafter, 100.0% to the Claimholder.

(b) If the Claimholder exercises its options to receive Tranche A or both Tranche A and Tranche B of the Phase II Investment Amount, the first Proceeds shall be distributed as follows:

(i) first, 100.0% to the Funder until the cumulative amount distributed to the Funder equals the total Claims Payments paid by the Funder under Phases I and II;

(ii) second, 100.0% to the Funder until the cumulative amount distributed to the Funder equals an additional 300.0% of Phase I Investment Amount;

plus an additional 300% of the Tranche A Committed Amount (i.e.

300.0% of $3.5 million), less any amounts remaining of the Tranche A Committed Amount that the Funder did not pay as Claims Payments;

plus an additional 300.0% of the Tranche B Committed Amount (i.e.

300.0% of $1.5 million), if the Claimholder exercises the Tranche B funding option, less any amounts remaining of the Tranche B Committed Amount that the Funder did not pay as Claims Payments;

(iii) third, for each $10,000 in specified fees and expenses paid by the Funder under Phase I and Phase II and any amounts over each $10,000 of the Tranche A Committed Amount and the Tranche B Committed Amount (if the Claimholder exercises the Tranche B funding option), 0.01% of the total Proceeds from any recoveries after repayment of (i) and (ii) above, to the Funder;

(iv) thereafter, 100% to the Claimholder.

The Agreement provides that if no Proceeds are ever paid to or received by the Claimholder or its representatives and if the environmental permit is not issued, the Funder shall have no right of recourse or right of action against the Claimholder or its representatives, or any of their respective property, assets, or undertakings, except as otherwise specifically contemplated by the Agreement.

If (a) Proceeds are paid to or received by the Claimholder or its representatives;

(b) such Proceeds are promptly applied and/or distributed by the Claimholder or on behalf of the Claimholder in accordance with the terms of the Agreement;

and (c) the amount received by the Funder as a result thereof is not sufficient to pay all of the Recovery Percentage and all of the amounts due to the Funder under the Agreement, then (provided that all of the Proceeds which the Funder will ever be entitled to have been paid to or received by the Funder), the Funder shall have no right of recourse or action against the Claimholder or its Representatives, or any of their property, assets, or undertakings, except as otherwise specifically contemplated by the Agreement.

Pursuant to the Agreement, the Claimholder acknowledged the Funder's priority right, title, and interest in any Proceeds, including against any available collateral to secure its obligations under the Agreement, which security interest shall be first in priority as against all other security interests in the Proceeds.

The Claimholder also acknowledged and agreed to execute and authorize the filing of a financing statement or similar and to take such other actions in such jurisdictions as the Funder, in its sole discretion, deems necessary and appropriate to perfect such security interest.

The Agreement also includes representations and warranties, covenants, conditions, termination and indemnification provisions, and other provisions customary for comparable arrangements.

Amendment and Restatement (January 31, 2020)

On January 31, 2020, the Claimholder and the Funder entered into an Amended and Restated International Claims Enforcement Agreement (the "Restated Agreement").

The material terms and provisions that were amended or otherwise modified are as follows:

• The Funder agreed to provide up to $2.2 million in Arbitration Support Funds for the purpose of paying the Claimholder's litigation support costs in connection with Subject Claim;

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

• A warrant was issued to purchase our common stock which is exercisable for a period of five years beginning on the earlier of (a) the date on which the Claimholder ceases the Subject Claim for any reason other than a full and final Arbitral Award against the Claimholder or a full and final monetary settlement of the claims or (b) the date on which Proceeds are received and deposited into escrow.

The exercise price per share is $3.99, and the Funder can exercise the warrant to purchase the number of shares of our common stock equal to the dollar amount of Arbitration Support Funds provided to us pursuant to the Restated Agreement divided by the exercise price per share (subject to customary adjustments and limitations);

• All other terms in the Restated Agreement are substantially the same as in the original Agreement.

During 2020, the Funder provided us with $2.0 million of the Arbitration Support Funds, and we incurred $0.2 million in related fees that were treated as an additional advance.

Upon each funding, the proceeds were allocated between debt and equity for the warrants based on the relative fair value of the two instruments.

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

Although the warrants only become exercisable upon the occurrence of future events, they are considered issued for accounting purposes and were valued using a binomial lattice model.

The expected volatility assumption was based on the historical volatility of our common stock.

The expected life assumption was primarily based on management's expectations of when the Warrants will become exercisable and the risk-free interest rate for the expected term of the warrant is based on the U.S.

Treasury yield curve in effect at the time of measurement.

Second Amendment and Restatement (December 12, 2020)

On December 12, 2020, the Claimholder and the Funder entered into a Second Amended and Restated International Claims Enforcement Agreement (the "Second Restated Agreement") relating to the Subject Claim.

Under the terms of the Second Restated Agreement, the Funder agreed to make Claims Payments in an aggregate amount not to exceed $20.0 million (the "Maximum Investment Amount").

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

We also incurred $0.2 million in related fees, which were treated as an additional advance.

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

Third Amendment and Restatement (June 14, 2021)

On June 14, 2021, the Claimholder and the Funder entered into a Third Amended and Restated International Claims Enforcement Agreement (the "Third Restated Agreement") relating to the Subject Claim.

Under the terms of the Third Restated Agreement, the Funder has made and agreed to make Claims Payments in an aggregate amount not to exceed $25.0 million, an increase of $5.0 million (the "Incremental Amount").

The Third Restated Agreement requires the Claimholder to request $2.5 million of the Incremental Amount (the "First $2.5 Million").

Within 15 days after exhaustion of the First $2.5 Million, the Claimholder may either (a) request the remaining $2.5 million (the "Second $2.5 Million") of the Incremental Amount or (b) notify the Funder that the Claimholder has decided to self-fund the Second $2.5 Million.

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

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

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

The fair value of the obligation at December 31, 2024 and 2023 is $57.0 million and $52.1 million, respectively, with changes in the fair value of $4.8 million and $6.7 million for the years ended December 31, 2024 and 2023, respectively.

Litigation Financing Waiver and Consent

On March 6, 2023, the Claimholder and the Funder under the Agreement entered into a Waiver and Consent Agreement, pursuant to which, among other things, (i) the Funder provided a waiver and consent (i) to allow the Claimholder to fund certain costs and expenses arising from the Subject Claim from the Claimholder's own capital in an aggregate amount not to exceed $5.0 million, and (ii) Odyssey paid a $1.0 million nonrefundable waiver fee to the Funder.

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

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

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

During the year ended December 31, 2025, holders of the December 2023 AR Notes converted all remaining indebtedness under the December 2023 AR Notes, amounting to $7.3 million, into 5,774,691 shares of the Company’s Common Stock.

As a result, there are no outstanding December 2023 AR Notes as of December 31, 2025, and the liens securing the December 2023 AR Notes were released.

For the year ended December 31, 2025 and 2024, we recorded $0.5 million and $2.3 million of interest expense from the amortization of the debt discount, respectively, and $46,973 and $50,799 interest from the fee amortization, respectively.

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

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

Emergency Injury Disaster Loan

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

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

The Company’s principal balance on the EIDL Loan was $0.2 million as of December 31, 2025 and 2024, and is recorded in Loans payable on the consolidated balance sheets.

Vendor Note Payable

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

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

As of December 31, 2024, we were obligated to a vendor under an interest-bearing trade payable, bearing a simple annual interest at a rate of 12.0%.

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

The carrying value of this equipment is

This agreement matured in August 2018.

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

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

Seller Note Payable

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

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

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

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

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

The carrying value of this equipment was zero.

This agreement matured in August 2018, but the vendor did not demand payment.

On October 16, 2025, we entered into a settlement and release agreement pursuant to which we satisfied in full our Vendor Note.

The note payable in the principal amount of $0.5 million plus accrued interest of $0.5 million, was settled for a cash payment of $250,000 and an assignment of certain equipment that secured the note payable.

As a result, the balance of this vendor note payable was zero as of December 31, 2025.

This settlement transaction resulted in a gain on disposal of the equipment of $0.2 million and a gain on debt extinguishment of $0.6 million, recorded during the year ended December 31, 2025.

The principal balance and accrued interest of the Vendor Note Payable as of December 31, 2024, were $0.5 million and $0.5 million, respectively.

AFCO Insurance Note Payable

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

Pursuant to the Premium Finance Agreement, AFCO agreed to finance the Directors and Officers (“D&O”) Insurance premiums evidenced by the promissory note, bearing interest at a rate of 6.40% per annum, maturing on October 31, 2025.

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

Pursuant to the Premium Finance Agreement, AFCO agreed to finance the D&O Insurance premiums evidenced by the promissory note, bearing interest at a rate of 4.95% per annum, maturing on October 31, 2024.

On November 1, 2024, we executed a premium finance agreement with AFCO Credit Corporation (“AFCO”), pursuant to which AFCO agreed to finance the Directors and Officers (“D&O”) insurance premiums evidenced by the promissory note in the amount of $0.6 million, to be repaid equally over an 11-month period, bearing interest at a rate of 6.17% per annum, maturing on October 31, 2025.

On November 1, 2025, we entered into a new premium finance agreement with AFCO, pursuant to which AFCO agreed to finance the D&O insurance premiums evidenced by the promissory note in the amount of $0.6 million, to be repaid equally over an 11-month period, bearing interest at a rate of 6.11% per annum, maturing on October 31, 2026.

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

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

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

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

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

At various times in 2024, 37N delivered exercise notices to us pursuant to which it exercised its right to convert the $1.2 million outstanding indebtedness under the Note Agreement into shares of our Common Stock.

In accordance with the Note Agreement, based on the applicable conversion rates ranging between $0.41055 and $3.6491, we issued 1,028,671 shares of our Common Stock to 37N during the year ended December 31, 2024.

As a result of the above conversions, as of December 31, 2025 and 2024, the debt instrument and embedded derivatives related to the Note Agreements were zero.

Pignatelli Note

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

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

On September 13, 2024, Mr.

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

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

Pignatelli and the balance of the note at December 31, 2025 and 2024, was zero.

Other Financing Arrangement

Securities Purchase Agreement

On December 23, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company issued and sold an aggregate of 7,377,912 shares of common stock to certain accredited investors at a purchase price of $0.55 per share.

The aggregate purchase price for the shares, before deduction of the Company’s expenses associated with the transaction, was approximately $4.1 million.

The SPA further provided the investors with the right, but not the obligation, to purchase an additional 7,220,141 shares of common stock at a purchase price of $1.10 per share (the “Additional SPA Shares”) at a subsequent closing to be held on April 30, 2025, or such later date as may be agreed by the Company and the purchasers who purchased at least a majority of the initial shares under the SPA, provided that the subsequent closing date shall not be later than July 31, 2025.

The Company analyzed the SPA, specifically with respect to the shares issued and the right to purchase additional shares at a later date within the guidance of ASC 480, Distinguishing Liabilities from Equity , and ASC 815, Derivatives and Hedging, and determined the right to purchase additional shares is a written call option that qualifies as a free standing instrument based on the definition of the second criterion in the GAAP definition of a freestanding financial instrument that the instruments are legally detachable and separately exercisable.

The Company determined the written call option does not require liability classification under Topic 480 and does not meet the definition of a derivative, as there is no net settlement provision.

Lastly, the Company concluded the written call option should be

classified as an equity instrument, as it meets the criteria for equity classification of a non-derivative instrument under ASC 815-40, Derivatives and Hedging – Contracts with an Entity’s Own Equity .

On December 23, 2024, the Company recorded the written call option as well as a capital contribution from the investors under the SPA within APIC at a fair value of approximately $1.5 million.

The written call option does not require subsequent remeasurement each reporting period.

The capital contribution was recorded for the excess of proceeds received compared to the fair value of common stock and written call option.

During the second quarter of 2025, the Company entered into a series of amendments to the SPA, three of which extended the subsequent closing date and had no effect on any other terms of the SPA.

The fourth amendment extended the subsequent closing date to July 31, 2025, for purchasers who exercised on or prior to June 30, 2025, at least twenty percent of the options to which they were entitled under the SPA as of June 1, 2025.

As a result, the written call option was considered modified and the Company determined the fair value of the remaining outstanding Additional SPA Shares as of June 30, 2025.

During the year ended December 31, 2025, holders of the SPA options exercised their options to purchase an aggregate of 6,975,488 Additional SPA Shares, for a total purchase price of $7.7 million.

As of December 31, 2025, no options to purchase Additional SPA Shares remained outstanding.

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 (as amended and restated in January 2020, December 2020 and June 2021, the “ICEA”), pursuant to which the Funder agreed to provide financial assistance to the Claimholder to facilitate the prosecution and recovery of our arbitration 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, on our own behalf and on behalf of ExO (the “Subject Claim”).

Pursuant to the ICEA, the Funder agreed to fund specified fees and expenses relating to the Subject Claim (the “Claims Payments”) in an aggregate amount of up to $25 million (the “Maximum Investment Amount”) in various phases.

As of December 31, 2025, the Funder has made Claim Payments in the aggregate amount of approximately $24.9 million.

Non-recourse Funding

The ICEA provides that, if no proceeds from the Subject Claim (as defined in the ICEA, “Proceeds”) are ever paid to or received by the Claimholder and if the environmental permit is not issued, the Funder shall have no right of recourse or right of action against the Claimholder or its property, assets, or undertakings, except as otherwise specifically contemplated by the ICEA.

If (a) Proceeds are paid to or received by the Claimholder or its representatives;

(b) such Proceeds are promptly distributed by the Claimholder to the Funder in accordance with the terms of the ICEA;

and (c) the amount received by the Funder as a result thereof is not sufficient to pay all of the amounts due to the Funder under the ICEA, 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 property, assets, or undertakings, except as otherwise specifically contemplated by the ICEA.

Pursuant to the ICEA, 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 ICEA, which security interest shall be first in priority as against all other security interests in the Proceeds.

The parties agreed that the ICEA constitutes a sale of the right to a portion of any Proceeds arising from the Subject Claim.

Payment of Proceeds

Pursuant to the ICEA, if the Claimholder receives Proceeds, the Proceeds are required to be distributed as follows (the “Recovery Percentage”):

(i) first, 100% to the Funder until the cumulative amount distributed to the Funder equals the total Claims Payments paid by the Funder;

(ii) second,100% to the Funder until the cumulative amount distributed to the Funder equals an additional 300% of the total Claims Payments paid by the Funder;

(iii) third, for each $10,000 in Claims Payments paid by the Funder, 0.01% of the total Proceeds from any recoveries after payment of the amounts in (i) and (ii) above, to the Funder;

(iv) thereafter, 100% to the Claimholder.

Conversion to Loan

The ICEA 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, Funder will be entitled to the greater of (a) the Recovery Percentage, or (b) the total amount of all Claims Payments made in connection with such Subject Claim multiplied by three.

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 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 Claims Payment was paid by the Funder.

Additional Funding

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 shall attempt in good faith to amend the ICEA 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 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.

Pursuant to waivers and consents agreed by the Funder in December 2020, January 2023 and March 2023, the Funder waived the limitation on Self-Fundings up to a maximum aggregate amount of $7.8 million, pursuant to which Claimholder has exercised its right to Self-Funding up to an aggregate of $4.2 million as of December 31, 2025.

In conjunction with the January 2020 amendment and restatement of the ICEA, (a) the Funder agreed to provide a portion of the Maximum Investment Amount in an amount of up to $2.2 million (the “Arbitration Support Funds”) for the purpose of paying the Claimholder’s litigation support costs in connection with Subject Claim;

and (b) we issued a warrant (the “2020 Warrant”) to purchase our common stock that is exercisable for a period of five years beginning on the earlier of (i) 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 (ii) 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 2020 Warrant to purchase the number of shares of our common stock equal to the dollar amount of Arbitration Support Funds divided by the exercise price per share (subject to customary adjustments and limitations).

Arbitration Award

The arbitral tribunal issued an Arbitral Award in favor of ExO.

The award orders Mexico to pay $37.1 million for breaching its obligations under NAFTA, plus interest (the “Award Interest”) at the one-year Mexico Treasury bond rate, compounded annually, from October 12, 2018, until the award is paid in full, plus the arbitrators’ fees and ICSID administrative costs.

The amounts awarded are net of Mexican taxes and Mexico may not tax the award.

The case filings and the award are available on the ICSID website.

On December 12, 2024, Mexico commenced an application before the Ontario Superior Court of Justice seeking to set aside the Arbitral Award.

The set-aside application remains pending.

The Company determined that the financing arrangement in the ICEA is 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 are reported in earnings for the period.

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 is recorded in our consolidated balance sheet in Litigation financing and as of December 31, 2025 and 2024 amounted to $63.3 million and $57.0 million, respectively, with changes in the fair value of $6.2

million and $4.8 million for the years ended December 31, 2025 and 2024, respectively.

Critical Accounting Estimates

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Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

As discussed in Note 7, Loans Payable , Note 8, Fair Value Measurements and Note 9, Derivative Financial Instruments to the consolidated financial statements, , we have certain litigation financing with detachable warrants, warrant liabilities, the OML Put Option and an embedded derivatives related to the 37N Note, March 2023 Notes and December 2023 Notes, included in the consolidated balance sheets at December 31, 2024 and 2023 that are considered derivative financial instruments.

As discussed in Note 8 – Loans Payable , Note 9 – Fair Value Measurements and Note 10 – Derivative Financial Instruments, the consolidated financial statements include certain 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.

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

The fair value of the derivative is an inherently uncertain estimate because almost none of the inputs used in calculating the estimate, other than amounts funded, is objectively quantifiable.

The inputs are based on management’s good faith but unavoidably subjective assumptions, judgments and estimates regarding the potential outcomes of the NAFTA arbitration case, the potential outcomes and award amounts conditional on Odyssey winning the arbitration, the potential repayment dates, the potential dates on which any proceeds from the arbitration might be received, and certain market inputs such as discount rates.

The inputs are based on management’s good faith but subjective assumptions, judgments and estimates regarding the potential outcomes of the NAFTA arbitration case, the potential outcomes and award amounts conditional on Odyssey winning the arbitration, the potential repayment dates, the potential dates on which any proceeds from the arbitration might be received, and certain market inputs such as discount rates.

The calculations based on these inputs resulted in a range of estimated fair values.

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As inputs into the valuation, we considered the type and probability of occurrence of certain events, the amount of the payments, the expected timing of certain events, and a risk-adjusted discount rate.

The OML Put Option was initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

The OML Put Option valuation was based on the exercise period of the Equity Exchange Agreement, share price and volatility.

Investment in Unconsolidated Entities

We account for our interests in entities in which we are able to exercise significant influence over operating and financial policies, generally 50% or less ownership interest, under the equity method of accounting.

In such cases, our original investments are recorded at cost and adjusted for our share of earnings, losses and distributions.

We account for our interests in entities where we have virtually no influence over operating and financial policies under the cost method of accounting.

In such cases, our original investments are recorded at the cost to acquire the interest and any distributions received are recorded as income.

All investments are subject to our impairment review policy.

As discussed in Note 14, Related Party Transactions and Note 5, Investment in Unconsolidated Entities to the consolidated financial statements, the Company has a cost investment with a related party.

The Company has entered into numerous agreements with the related party that required analysis of ASC 810-10 to determine that the Company was not the primary beneficiary.

This analysis required judgment and review of the facts and circumstances to determine the proper accounting for this cost investment.

We also reviewed the impairment guidance to determine any potential impairment of the investment.

See Note 2, Summary of Significant Accounting Policies .

The current investment in unconsolidated entities accounted for under the equity method consists of a 6.97% interest in OML.

We determined that the Company has a significant influence over OML’s operation due to the agreements to purchase additional interests in OML and the services we provide to OML which require our involvement in the decisions made over OML’s operations.

As part of this acquisition, we entered into the OML Put Option to acquire additional interests in OML, which was determined to be an obligation to issue a variable number of shares that is predominantly based on variations in something other than the fair value of the company’s equity shares, within the scope of ASC 480.

As such, the OML Put Option is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

The OML Put Option valuation was based on the exercise period of the equity exchange agreement, share price and volatility.

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

Joint Venture

As discussed in Note 6 – Joint Venture , the Company contributed concession rights to Phosagmex, subject to reinstatement of the concessions.

As these rights have not been reinstated, the carrying value in the Company’s financial statements is zero;

however, the Company estimated the fair value of the concession rights to be $1.9 million as of August 29, 2025, the contribution date.

The fair value was determined under the Guideline Public Company method.

Commitments and Contingencies

Joint Venture Agreement

On December 23, 2024, the Company and CapLat entered into the JV Agreement (refer to Note 6 – Joint Venture).

The JV Agreement provides that the Company and CapLat have exclusive rights to develop the Phosagmex Project, and that CapLat has the exclusive right to develop, with the Company, any projects in the Mexican EEZ owned or developed by the Company during the subsequent five years.

In the event of a termination based on a change of control, the non-terminating party would be entitled to a termination fee of $10.0 million.

The JV Agreement also sets forth representations and warranties, covenants, conditions, termination provisions, and other provisions customary for comparable transactions.

On February 27, 2026, the Company, certain of its affiliates, CapLat, and Phosagmex entered into an amended and restated JV Agreement (the “Restated JV Agreement”).

The Restated JV Agreement:

• provides for termination only upon the mutual consent or agreement of the parties to the JV Agreement;

• eliminates respective rights to termination fees in the event of termination for all parties to the JV Agreement;

• limits the duration of the period during which the Company is obligated to provide services to Phosagmex.

Refer to Note 12, Commitments and Contingencies, to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

Recently Issued Accounting Pronouncements

Refer to Note 2, Summary of Significant Accounting Policies to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Refer to Note 2, Summary of Significant Accounting Policies to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis