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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-31 · 706 added, 659 removed, 867 unchanged (61% of the section changed)

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Disclosure Controls and Procedures

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

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

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

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

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

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

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

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

In designing and evaluating our disclosure controls and procedures,

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

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

Based on that evaluation, our management, including our CEO and President, concluded that our disclosure controls and procedures were effective as of December 31, 2025.

Management’s Report on Internal Control Over Financial Reporting

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

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

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

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

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

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

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

Management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of December 31, 2025.

Material Weakness in Internal Control over Financial Reporting

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

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

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

Remediation Efforts to Address Prior Material Weakness

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

Remediation Efforts to Address Previously Reported Material Weakness

Management is committed to maintaining a strong internal control environment.

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

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

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

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

In response to the identified material weakness, management, with the oversight of the Audit Committee of the Board of Directors, has taken actions to address the material weakness in internal control over financial reporting by:

• engaging a Controller with responsibility for monitoring the performance of controls by control owners;

• continuing our evaluation of the skills and experience of our existing personnel with respect to public company experience and appropriate level of expertise in the respective areas of accounting, SEC financial reporting and associated internal controls commensurate with the type, volume and complexity of our accounting operations, transactions and reporting requirements, and

• engaging accounting advisory consultants to provide additional depth and breadth in our SEC financial reporting and technical accounting functions, which consultants we expect to continue to utilize until we have ensured that our internal personnel have the appropriate expertise and experience.

While we have engaged personnel with adequate technical skills, the Company’s processes and controls did not operate at an appropriate level of precision for a sufficient period of time.

Changes in Internal Control over Financial Reporting

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

Other than as set forth above, there were no changes during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

During the second quarter of 2025, the Company was informed that Mark D.

Gordon , the Company’s Chairman and Chief Executive Officer , and John D.

Longley , the Company’s President and Chief Operating Officer , respectively, had each adopted a written plan for the sale of shares of the Company’s common stock.

Longley’s plan also relates to sales of common stock for the account of a revocable trust of which he serves as trustee.

The plans were adopted on May 15, 2025 , and are intended to satisfy the conditions to the affirmative defense set forth in Rule 10b5-1(c) under the Exchange Act.

Gordon’s plan will expire on August 14, 2026 , and relates to the sale of up to 200,000 shares of common stock issuable upon the settlement of restricted stock units held by Mr.

During October 2025, Mr.

Gordon sold 170,956 shares of common stock.

Longley’s plan will expire on December 31, 2026 , and relates to the sale of up to 256,049 shares of common stock issuable upon the exercise of vested stock options and the settlement of restricted stock units held by Mr.

Longley and the revocable trust.

During October 2025, Mr.

Longley sold 256,049 shares of common stock.

Transactions under the plans during October 2025 have been and any future transactions under the plans will be disclosed publicly through Form 144 and Form 4 filings with the SEC to the extent required by law.

On November 17, 2025 Mr.

Longley adopted a new written plan for the sale of shares of the Company’s common stock.

The plan will expire on December 31, 2026 and relates to the sale of up to 147,492 shares of common stock issuable upon the settlement of restricted stock units.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Consolidated Statements of Operations

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

Consolidated Statements of Changes in Stockholders’ Deficit

Consolidated Statements of Cash Flows

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

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

(a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going concern

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

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

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

As discussed in Note 1 to the financial statements, the Company incurred a net loss of $48.5 million during the year ended December 31, 2025, and as of that date, the Company’s current liabilities exceeded its current assets by $7.3 million, and its total liabilities exceeded its total assets by $75.5 million.

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

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

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

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

Basis for opinion

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Critical audit matter

The critical audit matter communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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

Accounting and Valuation of Litigation Financing

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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

Accounting and Valuation of the Investment in Phosagmex, S.A.P.I.

As described further in Note 6 to the consolidated financial statements, the Company closed on a Joint Venture agreement with Capital Latinoamericano, S.A.

de C.V.(“CapLat”), pursuant to which Phosagmex, S.A.P.I.

(“Phosagmex”) was formed and the Company contributed to Phosagmex, S.A.P.I de C.V.

the legal rights to concessions which were recorded at fair value.

The Company determined that Phosagmex is an operating joint venture and that each of CapLat and the Company has a variable interest in the joint venture.

Further the Company analyzed whether Phosagmex qualifies as a variable interest entity (“VIE”) and concluded that

Phosagmex is not a VIE.

The Company determined that it has significant influence over Phosagmex and as such, will record its interest in Phosagmex as an equity method investment included in “Investment in unconsolidated entities” on the consolidated balance sheet as of December 31, 2025.

We identified the accounting for and valuation of the Investment in Phosagmex, S.A.P.I de C.V.

as a critical audit matter.

The principal considerations for our determination that that accounting for and valuation of Investment in Phosagmex, S.A.P.I de C.V.

is a critical audit matter are that the interpretation and application of the relevant accounting literature required significant auditor judgment, including the need to involve a subject matter expert, and the discount rate used in determining the fair value of the legal rights of the concessions, involved a high degree of subjectivity.

Our audit procedures related to the accounting and valuation of the Investment in Phosagmex, S.A.P.I.

included the following, among others.

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

• We compared the underlying terms of the Joint Venture agreements and subsequent amendments to management’s accounting memoranda and with the assistance of our internal subject matter expert, independently interpreted and applied the accounting literature to the joint venture agreements.

• We evaluated management’s analysis of significant activities of the joint venture and which shareholder has the power to direct such activities.

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

• With the assistance of our valuation specialists, we evaluated the appropriateness of the methodology used in determining the fair value of the legal rights to the concessions.

• With the assistance of our valuation specialists, we obtained third party support to validate the discount rate determined by management and performed sensitivity testing on the discount rate being used in management’s legal rights to the concessions valuation report.

We also performed an independent estimation of the fair value and compared it to the fair value concluded by management.

Valuation of Litigation Financing

As described further in Note 10 to the consolidated financial statements, the Company entered into an agreement with a Funder to provide financial assistance in the Company’s claim against the United Mexican States under Chapter Eleven of the North American Free Trade Agreement (“NAFTA”) for violations of the Claimholder’s rights under NAFTA.

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

The fair value of this derivative

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

The fair value of this derivative instrument at December 31, 2025, is $63.3 million and is recorded in “Litigation Financing and other” on the consolidated balance sheets.

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

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

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

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

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

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

The principal considerations for our determination that valuation of litigation financing is a critical audit matter are that the assumptions used in determining the valuation, specifically the discount rate and probabilities of outcome, involved a high degree of subjectivity and included the need to involve a valuation specialist.

Our audit procedures related to the valuation of Litigation Financing included the following, among others.

• We compared the underlying terms of the International Claims Enforcement Agreement and the Arbitration Award to management’s valuation.

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

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

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

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

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

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Property and equipment, net

Right-of-use - operating leases

Other non-current assets

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Accrued expenses

Operating lease liability, current portion

Forward contract liability

Put option liability

Loans payable, current portion

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Commitments and contingencies (Note 12)

STOCKHOLDERS’ EQUITY/(DEFICIT)

STOCKHOLDERS’ DEFICIT

Preferred stock – $ 0.0001 par value;

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LOSS FROM OPERATIONS

OTHER INCOME / (EXPENSE)

OTHER (EXPENSE) / INCOME

Interest income

Interest expense

Income / (Loss) on equity method investment

Loss on equity method investment

Change in derivative liabilities fair value

Gain / (Loss) on debt extinguishment

Gain on disposal of equipment

Residual economic interest in shipwreck

Loss on Termination Agreement (Note 5)

Total other income / (expense)

INCOME / (LOSS) BEFORE INCOME TAXES

Total other (expense) / income

(LOSS) / INCOME BEFORE INCOME TAXES

Income tax benefit

NET INCOME / (LOSS)

NET (LOSS) / INCOME

Net loss attributable to non-controlling interest

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

NET INCOME / (LOSS) PER SHARE

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

NET (LOSS) / INCOME PER SHARE

Weighted average number of common shares outstanding:

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AND SUBSIDIARIES

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

Preferred Stock

C ONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Year Ended December 31, 2025

Paid-in Capital

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Share-based compensation

Director compensation paid in share-based instruments

Cancellation of stock awards for payment of withholding tax requirements

Common stock issued for debt extinguishment

Fair value of warrants issued

Common stock issued for warrants exercised

Director compensation paid in stock

Fair value of warrants classified as liabilities

Common stock issued in connection with Securities Purchase Agreement (Note 13), net of equity issuance costs

Common stock issued for convertible debt conversion

Common stock issued for options exercised

Common stock issued and exchanged with related party

Net income/(loss)

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( 280,439,023

Warrants classified as equity instruments and measured at fair value

Share-based compensation

Cancellation of stock awards for payment of withholding tax requirements

Employees stock options exercised

Director compensation paid in stock

Fair value of warrants classified as liabilities

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

Equity Exchange in connection with Mexican Corporate Transactions

Consulting compensation paid in stock

Changes in ownership interest in a subsidiary

Warrants exercised and measured fair value

Proceeds from warrants exercised

Convertible notes exercised and measured fair value

Common stock issued in connection with Securities Purchase Agreement (Note 13), net of equity issuance costs

Common stock issued for convertible debt conversion

Common stock issued and exchanged with related party

Net income/(loss)

Balance at December 31, 2025

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CASH FLOWS FROM OPERATING ACTIVITIES:

Net income/(loss)

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

Net (loss)/income

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

Services provided to unconsolidated entities

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Note interest paid-in-kind (“PIK”)

Note receivable interest accretion

Right-of-use (“ROU”) asset amortization

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Director compensation paid in stock

Consulting compensation paid in stock

Equity Exchange in connection with Mexican Corporate Transactions

Loss on equity method investment

(Gain) loss on debt extinguishment

Gain on disposal of equipment

Loss on Termination Agreement

Loss on sale of equipment

Change in derivatives liability fair value

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Accounts receivable and other related party receivables

Short-term notes receivable, related party

Changes in operating lease liability

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Accrued expenses and other

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of equipment

Purchase of property and equipment

Cash paid for investment in unconsolidated entity

Proceeds from related party

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

NET CASH USED IN INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of loans payable

Proceeds from the issuance of common stock

Proceeds from warrants exercised

Proceeds from employees stock options

Costs paid for stock issuances

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

Offering cost paid on financing

Offering costs paid on financing

Payment of debt obligations

Proceeds from sale leaseback financing, net

Proceeds from warrants exercised

Proceeds from issuance of common stock

Payment on sale leaseback financing

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

NET INCREASE/(DECREASE) IN CASH

Payment on financing obligations

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET (DECREASE) INCREASE IN CASH

CASH AT BEGINNING OF PERIOD

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SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid

Director compensation settled with equity

Cash paid for interest

Director and consultant compensation paid in stock

NON-CASH INVESTING AND FINANCING TRANSACTIONS:

Conversion of debt to common stock

Common stock issued and exchanged with related party

Changes in ownership interest in a subsidiary

Fair value of liability warrants issued

Debt extinguished and paid in common stock

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

for equity interest in OML

Contribution to Phosagmex (Note 6)

Embedded debt derivative liability

Put option liability

Gain on disposal of equipment

Warrants reclassification from Equity to Liability classification

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

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

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 contracted services and exploration charters.

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

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

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

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

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

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

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

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

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

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

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

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

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, 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 .

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

not the primary beneficiary are accounted for using the equity method.

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

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

The results of operations attributable to the non-controlling interest are presented within equity and net income (loss) and are shown separately from the Company’s equity and net income attributable to the Company.

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

The results of operations attributable to the non-controlling interest are presented within equity and net (loss) income and are shown separately from the Company’s equity and net income attributable to the Company.

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

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

During the second quarter of 2025, the Company converted these intercompany balances into equity interests of Oceánica Resources México, S.

de C.V., a Mexican company (“ORM”).

Refer to Note 6 – Joint Venture for additional information.

Use of Estimates

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

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

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

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

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Cash and Cash Equivalents

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

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

and one foreign bank.

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

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

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

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

Costs incurred to renew or extend the term of the license are expensed as incurred.

The most recent renewal was submitted in July 2024, and was issued in March 2026.

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

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

We did no t have any triggering events or impairments for the years ended December 31, 2024 or 2023 .

We did no t have any impairment indicators for the years ended December 31, 2025 or 2024 .

Derivative Financial Instruments

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As discussed in Note 10 – Derivative Financial Instruments to the consolidated financial statements, we have certain litigation financing with detachable warrants that is included in “Litigation financing and other” on the consolidated balance sheets at December 31, 2025 and 2024.

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

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

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

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

The litigation financing agreement involved numerous amendments, significant non-cash financing, warrant issuances, and issuance costs requiring judgment based on the facts and circumstances, particularly regarding the fair value of the derivative.

The fair value of the derivative as of December 31, 2025 and 2024, was based on amounts funded and management’s good-faith estimates of the potential outcomes of enforcement and collection of the Arbitral Award, the potential outcomes conditional on Odyssey winning Mexico’s proceeding to set aside the Arbitral Award, the potential repayment date, and certain market variables.

The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity , then in accordance with ASC 815-40, Derivatives and Hedging – Contracts in an Entity’s Own Equity .

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

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

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

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

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

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

During 2024, the embedded derivative’s fair value was determined using the with-and-without valuation method.

In October 2024, the remainder of the indebtedness under the 37N Note was converted into shares of the Company’s common stock.

Refer to Note 8 – Loans Payable , for further information on the conversion.

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

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

Refer to Note 10 – Derivative Financial Instruments , for details on such transactions.

During the year ended December 31, 2025, all outstanding balances of the March 2023 Notes and December 2023 Notes were converted into shares of the Company’s common stock.

As of December 31, 2025 and 2024 , the 2022 Warrants, the March 2023 Warrants and the December 2023 Warrants were determined to meet the definition of derivative liability, and their respective fair value was estimated using a Black-Scholes valuation model.

Investment in Unconsolidated Entities

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

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

We account for the investments we make in certain legal entities in which equity investors do

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

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

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Fair Value Measurements

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

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

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

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

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

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

We carry derivative financial instruments at fair value.

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

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

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

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

measurements.

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

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

These tiers include:

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

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Lease payments exclude consideration that is:

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

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

(i) not related to the transfer of goods and services to us and (ii) allocated to the non-lease components in a lease arrangement, except for the classes of assets where we have elected to not separate lease and non-lease components.

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

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

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

The effect of exchange rate fluctuations on the remeasurement of assets and liabilities is included in Other expense in the Consolidated Statement of Operations, and amounted to a $ 1.2 million loss and a $ 1.1 million gain for the years ended December 31, 2025 and 2024 , respectively.

Earnings Per Share (“EPS”)

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

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

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

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Net income (loss) per share:

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

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

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

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

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

The Company measures deferred tax assets and liabilities using the enacted tax rates for the years and jurisdictions in which the temporary differences are expected to be recovered.

A change to the tax rates used to measure the Company’s deferred taxes is recognized in income during the period in which the new rate(s) were enacted.

The Company recognizes deferred tax assets to the extent the Company’s assets are more likely than not to be realized.

In making such a determination, the Company considers all available positive and negative evidence, including the future reversals of existing taxable temporary differences, projected future taxable income exclusive of reversing temporary differences and carryforwards, tax-planning strategies, taxable income in prior carryback years if permitted under tax law, and the results from prior years.

If the Company determines it is more likely than not, that all or a portion of a deferred tax asset will not be realized a valuation allowance is recorded with a charge to income tax expense.

Alternatively, if the Company determines that all or a portion of a deferred tax asset previously not meeting the more likely than not threshold will be realized, the Company reduces its valuation allowance and recognizes a benefit in income tax expense.

The Company recognizes and measures uncertain tax benefits in accordance with ASC 740, Income Taxes , based on a two-step process in which (1) the Company determines whether it is more likely than not that the tax position will be sustained based on the technical merits of the position, and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than fifty percent likely to be realized upon ultimate settlement with the related tax authority.

The Company’s policy is to recognize interest and penalties related to uncertain tax positions, if any, in income tax expense.

Operations and research

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Stock-based Compensation

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

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

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

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

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

For performance-based share awards,

the Company recognizes expense when it is determined the performance criteria are probable of being met.

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

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

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

See Note 13 – Stockholders’ Deficit for further discussion related to the Company’s share-based compensation plans.

Segment Reporting

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See Note 18 – Segment Reporting for further discussion related to the segment information.

Recent Accounting Pronouncements

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

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , on a retrospective basis.

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

Refer to Note 17, Segment Reporting for further information.

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

Improvements to Income Tax Disclosures ”).

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

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

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

Early adoption is permitted.

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

Accounting Standards Recently Adopted

In December 2023, the FASB issued ASU 2023-09 , “ Income Taxes (Topic 740) – Improvements to Income Tax Disclosures ”).

The new guidance enhances the transparency and decision usefulness of income tax disclosures.

Adjustments to the annual disclosure of income taxes include:

(1) a tabular rate reconciliation comprised of eight specific categories, (2) incomes taxes paid, disaggregated between significant national, state, and foreign jurisdictions, (3) elimination of requirements to disclose the nature and estimate of reasonably possible changes to unrecognized tax benefits in the next 12 months or that an estimated range cannot be made, and (4) addition of a requirement to disclose income (or loss) from continuing operations before income tax expense (or benefit) by national and foreign, and income tax expense (or benefit) from continuing operations disaggregated between national, state and foreign.

The ASU is effective for public business entities for fiscal years beginning on or after December 15, 2024 , with early adoption permitted.

The Company adopted this guidance in this Annual Report on Form 10-K on a prospective basis, which results in the requirement for some non-comparable disclosures between the periods presented.

Except for the expanded disclosure, there was no material impact on the Company’s consolidated financial statements due to the adoption of this ASU.

See Note 14 – Income Taxes for complete disclosures arising from this adoption.

Accounting Standards Not Yet Adopted

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

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

employee compensation;

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

” The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses, including purchases of inventory, employee compensation, and depreciation, amortization, and depletion expenses for each caption on the income statement where such expenses are included.

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

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

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

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

NOTE 3 – ACCOUNTS RECEIVABLE AND OTHER RELATED PARTY, NET

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

In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The guidance in ASU 2025-05 provides all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025.

Given the Company’s accounts receivable composition, the Company does not expect adoption of this guidance to have a material impact on the Company’s consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software , to modernize the accounting for and disclosure of internal-use software costs.

The guidance removes all references to project stages, defines the threshold for capitalizing costs, and clarified the disclosure requirements for capitalized software costs.

ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years, and can be applied retrospectively, prospectively, or on a modified transition approach.

Early adoption is permitted.

The Company does not expect adoption of this guidance to have a material impact on the Company ’ s consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606)—Derivatives Scope Refinements and Scope Clarifications for Share-Based Noncash Consideration from a Customer in a Revenue Contract .

The ASU is intended to address concerns about the application of derivative accounting to contracts with features linked to the operations or activities of one of the parties to the contract and to reduce diversity in the accounting for share-based payments in revenue contracts.

This guidance specifically scopes out litigation funding from the definition of a derivative.

ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual

Early adoption is permitted.

The amendments may be applied prospectively or on the modified retrospective method.

The Company is continuing to evaluate the potential impact of this update on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements .

The standard clarifies the application of interim reporting guidance and reorganizes existing disclosures.

This guidance is effective for interim reporting periods beginning after December 15, 2027.

The Company does not expect adoption of this guidance to have a material impact on the Company’s consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12 Codification Improvements .

The ASU provides clarifying guidance intended to improve the consistency and application of existing accounting standards.

This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted.

The Company does not expect adoption of this guidance to have a material impact on the Company’s consolidated financial statements and related disclosures.

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

Reclassifications

Certain prior year amounts have been reclassified to conform with current year presentation.

These changes did not have any effect on net income, stockholders’ deficit or cash flows.

NOTE 3 – ACCOUNTS RECEIVABLE

Our accounts and other related party receivables consist of the following as of December 31, 2025 and 2024:

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Our other current assets consisted of the following as of December 31, 2025 and 2024:

Prepaid assets

Prepaid insurance

Total other current assets

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Ocean Minerals, LLC

Chatham Rock Phosphate, Limited

Neptune Minerals, Inc.

Investment in unconsolidated entities

Phosagmex, S.A.P.I.

On June 4, 2025, the Company and certain of its affiliates formed Phosagmex as the joint venture contemplated by the JV Agreement.

See Note 6 – Joint Venture for further information, including summarized financial information.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Company also provided services to CIC in the years ended December 31, 2025 and 2024 (see Note 15 – Related Party Transactions ).

Ocean Minerals, LLC

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

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

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

On July 3, 2023, pursuant to the OML Purchase Agreement, the Company purchased 293,399 of the Purchased Units, representing approximately 6.28 % of the OML Units, in return for the initial purchase price of $ 1.0 million cash and Odyssey’s shares of ORI.

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

The OML Termination Agreement terminated the parties’ respective 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 the obligation to pay the lease payments for the Retriever asset as described below.

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

As of December 31, 2025 and 2024, Odyssey owned approximately 7.0 % and 6.97 %, respectively, of the issued and outstanding membership interest units of OML.

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

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

We record our investment under the equity method.

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

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

estimated fair value of $ 3.3 million.

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

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

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

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

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

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

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

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

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

The Company has determined that OML operates more like a partnership.

Because the Company holds more than 3 % - 5 % and has no influence over OML, the investment falls within the scope of ASC 323, Investments – Equity and Joint Ventures.

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

As a result, OML is considered a related party.

Equity Exchange Agreement

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

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

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

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

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

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

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

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

Prior to its expiration, the Equity Exchange Agreement was recorded as a liability within the scope of ASC 480, Distinguishing Liabilities from Equity , that was initially measured at fair value, and subsequent changes in the fair value of the liability were recognized in earnings.

Contribution Agreement

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

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

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

Equity Method of Accounting

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

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

As a result, OML is

considered a related party.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Cash consideration

Fair value of Odyssey Retriever, Inc.

Fair value of the Second Closing

Fair value of the Third Closing

Fair value of the Equity Exchange Agreement

Transaction costs

Initial closing consideration

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

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

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

At December 31, 2025 and 2024, our accumulated investment in OML was $ 4.5 million and $ 4.9 million , respectively, which is classified as Investment in unconsolidated entities in our consolidated balance sheets.

For the year ended December 31, 2024, the

Company recognized a change in put option liability of $ 5.6 million in the consolidated statements of operations to record the fair value adjustment of the equity exchange agreement.

As of December 31, 2024, management determined the probability of the Put Option being exercised before its expiration was zero;

therefore, the Put Option liability was deemed to have a value of zero.

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

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

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

December 31, 2024

General expenses

Payroll expenses

December 31, 2024

As of December 31,

Total Liabilities

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The Company records its investment under the cost method.

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

Phosphate, Ltd.

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

(“ CRP”) valued at $ 1.7 million.

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

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

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

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

NOTE 6 – JOINT VENTURE

Joint Venture Agreement with Capital Latinoamericano, S.A.

Background and Entity Formation

On December 23, 2024, the Company, certain of its affiliates and 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 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 a key local partner in Mexico to develop the project due to its local knowledge of the Mexican business and political

environment and its expertise in the food and agricultural industries.

Odyssey has expertise critical to the fertilizer production project with respect to operating 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 federal waters of Mexico.

On June 4, 2025, CapLat and ORM formed Phosagmex as the joint venture entity in accordance with the terms of the JV Agreement, with CapLat and ORM each holding 50.0 % of the equity interests in Phosagmex, and entered into a shareholders’ agreement with terms as set forth in the JV Agreement.

In connection with the formation of Phosagmex, the Company, CapLat, Oceanica, ORM and ExO entered into an amendment to the JV Agreement on June 5, 2025, pursuant to which, among other things, ORM joined as a party to the JV Agreement and the parties agreed to make their respective initial capital contributions to Phosagmex, which were finalized on August 29, 2025.

On June 6, 2025, in accordance with the JV Agreement, Oceanica caused ExO to enter into an agreement to assign its legal rights to specified mining concessions held by ExO to Phosagmex subject to the condition that the concessions are reinstated.

Oceanica holds 99.998 % of the equity interests in ExO.

Each of Odyssey, ORM, Oceanica and ExO owns or holds assets and rights relating to the joint venture.

The parties with direct economic interests in the joint venture are CapLat and ORM, each of which holds a 50 % ownership interest in the joint venture.

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.

CapLat’s Contribution

CapLat’s contributions to the joint venture included its contribution of expertise in the project and cash in the amount of $ 0.2 million for the payment of transaction-related taxes.

In addition to its contributions to Phosagmex, CapLat has an ongoing obligation under the JV Agreement to lead all discussions with governmental authorities in connection with obtaining the necessary permits and approvals required for the Phosagmex Project.

Upon finalization of the initial capital contribution of CapLat on August 29, 2025, the joint venture recognized its contribution as an expense subject to the share-based compensation guidance, based on the fair value of the contribution in the amount of $ 1.9 million.

Odyssey’s Contribution

Odyssey’s contributions to the joint venture included the legal rights to the ExO mining concessions and cash in the amount of $ 0.2 million for the payment of transaction-related taxes.

ExO’s transfer of the legal rights to the concessions will include data, information and documents relating to the concessions.

In addition to its contributions to Phosagmex, Odyssey has an ongoing obligation under the JV Agreement to provide technical, environmental and operational expertise, data, information, intellectual property, and personnel necessary for the efficient planning and execution of the Phosagmex Project.

On August 7, 2025, (1) the Company entered into a contribution agreement with certain subsidiaries pursuant to which the Company contributed to OME an account receivable in the amount of $ 1.98 million owed by ExO (the “ExO Receivable” ), and (2) a subscription agreement with ORM pursuant to which the Company transferred the ExO Receivable to ORM in exchange for ORM member interests at a conversion rate of $ 2.75 , consistent with the rate applied to the conversion of other amounts owed by Oceanica and ExO to the Company.

On August 29, 2025, ORM contributed the ExO Receivable to Phosagmex in accordance with the JV Agreement as part of the Company ’s contribution.

As of December 31, 2025, the ExO mining concessions have not been reinstated.

Therefore, Odyssey did not recognize any gain or loss associated with its contribution as of that time.

Accounting Treatment

The Company analyzed the investment in Phosagmex under the relevant accounting literature and concluded Phosagmex is an operating joint venture under ASC 323, Investments—Equity Method and Joint Ventures and that each of CapLat and ORM has a variable interest in the joint venture.

The Company then analyzed whether Phosagmex qualifies as a VIE under ASC 810, Consolidation and determined that (a) the Company does have sufficient equity at risk;

(b) the Company and CapLat, as a group, have the power to direct the activities that most significantly impact the legal entity’s economic performance;

and (c) operations of the joint venture are not

conducted solely on behalf of either of the parties and as such, there is no party with disproportionate voting rights.

Because none of the criteria in ASC 810-10-15-14 is met, Phosagmex is not a VIE and should be evaluated under the voting interest model (“VOE”).

Under the VOE model, the party with a controlling financial interest consolidates the company.

Each of CapLat and the Company (through ORM) holds 50 % of the outstanding ownership interests of the joint venture, and there are no minority or majority interest holders.

Joint control exists because (1) no party currently holds more than 50 % of the outstanding ownership interests of Phosagmex and (2) no single party controls the joint venture, as each of the parties has substantive participation rights.

As such, Odyssey will not consolidate Phosagmex under the VOE model;

however, as Odyssey does have significant influence over Phosagmex, the Company will apply the equity method of accounting.

Further, because the joint venture is akin to a corporation, none of the scope exceptions outlined in ASC 323-10-15-5 applies.

The Company concluded that Odyssey will account for its investment in the joint venture on a go-forward basis by adjusting its investment for its share of Phosagmex’s financial activity, basis differences, eliminating intra-entity profits or losses until realized through transactions with third parties, and evaluating for impairment.

Based on most recently available financial information for Phosagmex, we recognized a $ 1.1 million loss on equity method investment for the year ended December 31, 2025, in the consolidated statements of operations for our proportionate share of the net loss of Phosagmex.

As of December 31, 2025, our accumulated investment in Phosagmex was a negative investment of $ 1.0 million , which is consistent with Odyssey’s obligation to reimburse the transfer price of the concessions asset if the concessions are not reinstated.

Summarized Financial Information

The following tables provide summarized financial information for Phosagmex, without adjustment for the Company ’s percentage ownership, compiled from Phosagmex’s financial statements.

December 31, 2025

General and administrative expenses

Foreign exchange income

As of December 31, 2025

Total Liabilities

NOTE 7 – PROPERTY AND EQUIPMENT

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Property and equipment, net

Depreciation expense

Depreciation expense included in marketing, general and administrative expense in the consolidated statements of operations was $ 75,298 and $ 79,019 for the years ended December 31, 2025 and 2024 , respectively.

NOTE 8 – LOANS PAYABLE

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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.

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

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.

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.

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.

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December 2024 Amendment

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

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

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

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

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

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

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

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 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 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 was also 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.

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 ASC 470 and concluded it should be recorded as a debt extinguishment as it added a substantive conversion option.

4 unchanged sentences

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.

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

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

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 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.

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.

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.

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

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 registration statement 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.

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

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

of operations.

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

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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 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.

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 as of December 31, 2024 was $ 6.6 million , respectively.

Emergency Injury Disaster Loan

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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, 2025 and 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 zero .

This agreement matured in August 2018 .

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

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

Seller Note Payable

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

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

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

Pursuant to the Purchase and Sale Agreement, we paid the Seller the $ 1.4 million balance of the purchase price

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.

This agreement matured in August 2018, but the vendor had not demanded 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

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

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

market trading price of Common Stock.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Throughout 2024, 37N delivered exercise notices as follows:

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

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

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

In accordance with the Note

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

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

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

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

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

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

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

On February 28, 2023, Odyssey issued a $ 0.3 million 11.0 % Promissory Note to Galileo NCC Inc (“Galileo”).

The Promissory Note was payable on April 1, 2023 .

On March 6, 2023, Odyssey repaid this note payable in full with proceeds from the issuance of the DP SPV Note.

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

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

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

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

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

up to $ 3.0 million.

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

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

On July 15, 2021, $ 0.4 million of this indebtedness with accumulated interest of $ 0.2 million was transferred to James Pignatelli, a director of the Company, under the same terms as the original agreement, and that indebtedness continues to be convertible at a conversion price of $ 4.35 per share.

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

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

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

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

Pursuant to the Termination Agreement:

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

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

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

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

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

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

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

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

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

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

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

Pignatelli that bears interest at the rate of 10.0 % per annum convertible into common stock of Odyssey at a conversion price of $ 3.78 per share.

Pursuant to the Release and Termination Agreement with Mr.

Pignatelli noted above, he agreed, in exchange for the issuance of this Unsecured Convertible Promissory Note by Odyssey, to release the assigned portion of the MINOSA 2 note issued by Odyssey Marine Exploration, Inc., a wholly owned subsidiary of the Company, to Mr.

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

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 of 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 exercises, the outstanding debt was fully converted to equity, and the debt instrument and related embedded derivative were zero as of December 31, 2024.

Pignatelli Note

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

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

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

Accrued interest

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NOTE 9 – FAIR VALUE MEASUREMENTS

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

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

The following tables summarize our fair value hierarchy for our financial liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024.

Fair Value at December 31,

37N Note embedded derivative

Put option liability

Litigation financing

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Total of fair valued liabilities

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

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

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

The Litigation financing valuation was based on the following assumptions:

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

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

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

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

The 2022 Warrants, the March 2023 Warrants and the December 2023 Warrants are measured using a Black-Scholes valuation model.

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

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

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

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

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

The expected life is estimated based on contractual terms and the remaining term to maturity.

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

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

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

The assumptions used in this model included the use of

As of December 31, 2024, the embedded derivatives for the conversion options on the March 2023 Notes and December 2023 Notes are measured at fair value, Level 3, using the with-and-without valuation method.

The assumptions used in this model included

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

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

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

The discount rate is derived based on a risk-adjusted market rate for CCC-rated corporate bond yields.

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

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

December 31, 2024

Carrying Value

March 2023 Note (1)

December 2023 Note (1)

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

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

The carrying values of those items, as reflected in the consolidated balance sheets, approximate their fair value at December 31, 2025 and 2024.

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

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

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

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Balance as of December 31, 2023

Issuance of new instrument

Issuance of new funding

Change in fair value

Warrants Exercised

Debt conversion to equity

Balance as of December 31, 2023

Debt conversion to equity

Added conversion option (embedded derivative)

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Balance as of December 31, 2024

Debt conversion to equity

Warrants exercised

Issuance of new funding

Change in fair value

Balance as of December 31, 2025

Additional information about the litigation financing liability and embedded derivative liability related to the March 2023 Notes and December 2023 Notes is included in Note 10 – Derivative Financial Instruments .

The consolidated financial statements include an out-of-period adjustment of $ 8.5 million for the three and nine months ended September 30, 2025, related to the change in the fair value of the March 2023 Notes and December 2023 Notes derivative liability and additional paid-in capital to correct for an error identified during the preparation of the financial statements for the year ended December 31, 2025.

The Company has determined that this error was not material to the historical financial statements in any individual period or in the aggregate and did not result in the previously issued financial statements being materially misstated.

NOTE 10 – DERIVATIVE FINANCIAL INSTRUMENTS

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

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

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

Under the terms of the Agreement, the Funder agreed to make Claims Payments in an aggregate amount not to exceed $ 6.5 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 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, from the conversion date.

Management has estimated it is more likely than not the Subject Claim will result in the issuance of the environmental permit requiring us to record interest under US GAAP.

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

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

In the event of any receipt of proceeds resulting from the Subject Claim ("Proceeds"), the Funder shall be entitled to any additional sums above the Conversion Amount to which the Funder is entitled as described below.

Should the Claimholder cease the Subject Claim as described above after Self-Funding the Claim, accrued IRR and Penalty Interest shall be calculated and paid to the Funder as set forth above.

The Funder's rights to the Recovery Percentage as defined below shall survive any decision by Claimholder to utilize Self-Funding.

The parties acknowledge this Agreement constitutes a sale of the right to a portion of the Proceeds (if any) arising from the Subject Claim as set forth in this Agreement.

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

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

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

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

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

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

(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.

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 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 has made and agreed to make Claims Payments in an aggregate amount not to exceed $ 20.0 million (the "Maximum Investment Amount").

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

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

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

Third Amendment and Restatement (June 14, 2021)

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

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

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

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

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

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

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

Waiver and Consent (March 6, 2023)

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

(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 of 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

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

The arbitral tribunal issued an award in favor of the Company and ExO.

The 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.

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

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

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.

Conversion Option - March 2023 Notes and December 2023 Notes

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The Company assessed the March 2023 Notes and December 2023 Notes, as amended, under ASC 815 and determined the conversion feature is an embedded liability that is recorded at fair value and remeasured to fair value on each reporting period.

As of December 31, 2024, the fair value of the derivative liability of the March 2023 Notes and December 2023 Notes was $ 2.7 million and $ 0.3 million, respectively, both which are recorded within Debt derivative liability in the consolidated balance sheet.

In addition, the Company recorded changes in the fair value of $ 2.1 million and $ 0.1 million for the March 2023 Notes and December 2023 Notes, respectively, for the year ended December 31, 2024 , which is recorded in Change in derivative liabilities fair value within the consolidated statement of operations.

As of December 31, 2024, the fair values of the derivative liabilities for the March 2023 Notes and December 2023 Notes were $ 2.7 million and $ 0.3 million, respectively, both of which are recorded within Debt derivative liability in the consolidated balance sheets.

During the year ended December 31, 2024, the Company recorded decreases in the fair value of $ 2.1 million and $ 0.1 million for the March 2023 Notes and December 2023 Notes, respectively.

As of December 31, 2025, all indebtedness under the March 2023 Notes and December 2023 Notes has been converted and carries a zero balance in the consolidated balance sheet as of December 31, 2025.

NOTE 11 – ACCRUED EXPENSES

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Deposits consist of an earnest money deposit of $ 0.5 million from CIC.

The earnest money deposit relates to a draft agreement related to potential sale of a stake of our equity in CIC.

The earnest money deposit relates to a draft agreement related to the potential sale of a stake of our equity in CIC.

This transaction has not yet been agreed upon or consummated.

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We are not a party to any litigation as a defendant where a loss contingency is required to be reflected in our consolidated financial statements.

ExO owes consultants contingent success fees of up to $ 0.7 million that are contingent upon the approval and issuance of the Environmental Impact Assessment (“EIA”).

ExO owes consultants contingent success fees of up to $ 0.7 million, contingent upon the approval and issuance of the Environmental Impact Assessment (“EIA”).

The EIA has not been approved as of the date of this report and the contingent success fees have not been accrued.

Lease commitment

The Company's non-cancellable operating lease for its corporate office space expired in August 2024 and was extended for a one-year period ended in July 31, 2025.

As a result, using the short-term exception under ASC 842, the Company did not record a right-of-use (“ROU”) asset and lease obligation as of December 31, 2024.

We recognized approximately $ 0.2 million and $ 0.2 million in rent expense associated with the operating leases for the years ended December 31, 2024 and 2023 , respectively, which was recorded in Marketing, general and administrative expenses on the consolidated statement of operations.

Short-term lease expense under the renewed lease amounted to $ 68,327 for the year ended December 31, 2024, which is recorded in Marketing, general and administrative expenses on the consolidated statement of operations.

Future payments under the short-term leases will be $ 95,658 for 2025.

The Company’s non-cancellable operating lease for its corporate office space expired in August 2024 and was extended for a one-year period, which ended on July 31, 2025.

On July 16, 2025, the Company entered into a one year extension ending July 31, 2026.

As a result, using the short-term exception under ASC 842, Leases , the Company did not record a right-of-use (“ROU”) asset and lease obligation as of December 31, 2025 and 2024.

The Company recognized approximately $ 0.2 million in rent expense associated with the operating leases for each of the years ended December 31, 2025 and 2024, respectively, which was recorded in Marketing, general and administrative expenses on the consolidated statement of operations.

As of December 31, 2025, f uture payments under the short-term leases are $ 98,493 for 2026.

Joint Venture Agreement

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

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

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

As of December 31, 2024, this newly formed entity had not been created, and Odyssey has not contributed any funds, assets or capital to a joint venture entity in connection with the JV Agreement.

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.

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.

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

NOTE 12 – STOCKHOLDERS’ EQUITY/(DEFICIT)

Authorized Shares

The Company has authorized 24,984,166 shares of Preferred Stock, par value $ 0.0001 , no ne of which is issued and outstanding as of December 31, 2024 and 2023.

The Company has authorized 75,000,000 shares of Common Stock, par value $ 0.0001 , of which 28,825,333 and 20,420,896 are issued and outstanding as of December 31, 2024 and 2023, respectively.

Stock Purchase Agreement

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

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

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

NOTE 13 – STOCKHOLDERS’ DEFICIT

Oceanica Equity Exchange Agreements

The Company and the Oceanica D&Os entered into the Oceanica Equity Exchange Agreements, whereby they exchanged equity interests in Oceanica for our Common Stock, refer to Note 15 – Related Party Transactions .

Pursuant to the Oceanica Equity Exchange Agreements, the Compensation Quotas were exchanged for Odyssey Common Stock with a value as of the date of the Oceanica Equity Exchange Agreements of $ 1.12 per share.

Based upon an independent third-party valuation of the underlying assets of Oceanica as of the exchange date, the fair value of Oceanica’s member interests was determined to be $ 0.017 per Compensation Quota, resulting in additional fair value to the Oceanica D&Os in the amount of $ 2,029,575 for the aggregate 1,911,666 Compensation Quotas exchanged by the Oceanica D&Os for 1,841,137 shares of the Company’s Common Stock.

The Company determined that the exchange of the Oceanica Compensation Quotas (as defined above) being exchanged for Odyssey Common Stock should be accounted for as stock-based compensation, because all Oceanica D&Os provided services to Odyssey’s subsidiaries in the past, and the additional value provided is considered compensation related to prior services provided by the individuals.

The Company further determined that the Oceanica Equity Exchange Agreements should be accounted for as a modification on June 27, 2025, and the modification represents a compensatory transaction within the scope of ASC 718, Compensation – Stock Compensation .

The Company evaluated the modification and concluded it was a Type I modification (probable-to-probable) because the Oceanica Compensation Quota awards were probable to vest prior to the modification, as they were fully vested when issued.

Post-modification, the vesting of Odyssey Common Stock is also probable because it is subject only to the passage of time.

As a result, the Company recognized the incremental value of $ 2,029,575 on June 27, 2025, the modification date, recorded as additional paid-in-capital in the consolidated balance sheet and consolidated statement of stockholder’s deficit.

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 “Initial SPA Shares”).

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 would 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.

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.

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 in Entity’s Own Equity .

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

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

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

The following table sets forth a summary of changes in warrants outstanding for the years ending December 31, 2024 and 2023:

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, the Company issued 300,00 of Initial SPA Shares and 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.

During the year ended December 31, 2025, the Company incurred issuance costs of $ 97,135 in connection with the issuance of the Additional SPA Shares.

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

The following table sets forth a summary of changes in warrants outstanding for the year ending December 31, 2025:

Weighted-Average

# of Warrants

Exercise Price

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Balance at December 31, 2025

Cancellation/Expiration

Balance at December 31, 2024 (1)

(1) On December 20, 2024, 5,327,046 warrants were remeasured at $ 1.17 weighted average exercise price in connection with the March 2023 NWPA Amendment and December 2023 NWPA Amendment .

December 2023 Warrants

In conjunction with the Purchase Agreement on December 1, 2023, as described above, we issued December 2023 Notes in the aggregate amount of $ 3.75 million and related warrants on December 1, 2023, and December 2023 Notes in the aggregate amount of $ 2.25 million and related warrants on December 28, 2023.

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

of the official closing price of our common stock on the Nasdaq Capital Market immediately preceding the signing of the Two Seas Purchase Agreement, upon delivery of a notice of exercise to Odyssey.

March 2023 Warrants

In conjunction with the Purchase Agreement on March 6, 2023, as described above, we issued the March 2023 Warrants to purchase up to 3,703,704 shares of our common stock.

The March 2023 Warrants had an exercise price of $ 3.78 per share and are exercisable at any time during the three years after issuance ending on the close of business on March 6, 2026.

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

As discussed in Note 10 – Derivative Financial Instruments , in conjunction with the January 2020 amendment and restatement of the ICEA, (a) the Funder agreed to provide Arbitration Support Funds and (b) we issued the 2020 Warrant.

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).

The Company concluded the 2020 Warrant is a freestanding financial instrument that should be accounted for separately from the litigation financing derivative and is not within the scope of ASC 480.

Additionally, the 2020 Warrant meets the conditions for equity classification as it is (1) indexed to the Company’s own stock, and (2) meets the all conditions of the equity classification guidance.

The 2020 Warrant is recorded within equity and was measured as the remaining proceeds after allocation of the proceeds to the Litigation Financing at its fair value.

The 2020 Warrant is recorded in additional paid-in capital, and is not subsequently remeasured as long as it continues to be classified as equity.

2022 Warrants

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Management determined that this input would preclude the 2022 Warrants from being indexed to the Company’s stock given that this input could be affected by variables that are extraneous to the pricing of a fixed-for-fixed option or forward contract on equity shares.

As such, the 2022 Warrants were recognized as derivative liabilities and will be initially and subsequentially measured at fair value with the gain or loss due to changes in fair value recognized in the current period.

As such, the 2022 Warrants were recognized as derivative liabilities and were initially and subsequently measured at fair value with the gain or loss due to changes in fair value recognized in the current period.

During the three months ended September 30, 2023, holders of warrants issued by Odyssey on June 10, 2022, exercised 90,552 warrants with an exercise price of $ 3.35 per share.

March 2023 Warrants

In conjunction with the Purchase Agreement on March 6, 2023, as described above, we issued the March 2023 Warrants to purchase up to 3,703,704 shares of our common stock.

The March 2023 Warrants had an exercise price of $ 3.78 per share and were exercisable at any time during the three years after issuance ending on the close of business on March 6, 2026.

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

December 2023 Warrants

In conjunction with the December 2023 Note Purchase Agreement on December 1, 2023, as described above, we issued December 2023 Notes in the aggregate amount of $ 3.75 million and related warrants on December 1, 2023, and December 2023 Notes in the aggregate amount of $ 2.25 million and related warrants on December 28, 2023.

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

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

Stock-Based Compensation

Approved Plans

The Company has three approved stock incentive plans:

the 2005 Plan, 2015 Plan and 2019 Plan (each as defined below and, collectively, the "Plans").

The 2005 Stock Incentive Plan ("2005 Plan") expired in August 2015 , upon which, equity instruments cannot be granted but this plan will continue in effect until all outstanding awards have been exercised in full or are no longer exercisable and

all equity instruments have vested or been forfeited.

As of December 31, 2024 no equity instruments remain outstanding under the 2005 plan.

The Company has two approved stock incentive plans:

the 2015 Plan and the 2019 Plan (each as defined below and, collectively, the “Plans”).

On June 9, 2015, our stockholders approved our 2015 Stock Incentive Plan (the “2015 Plan”) that was adopted by the Board on January 2, 2015, which is the effective date.

The Plan expires on the tenth anniversary of the effective date.

The Plan expired on the tenth anniversary of the effective date.

The Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units and stock appreciation rights.

This plan was initially capitalized with 450,000 shares that may be granted.

The Plan is intended to comply with Section 162(m) of the Internal Revenue Code, which stipulates that the maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person during any calendar year shall be 83,333 , and the maximum aggregate amount of cash that may be paid in cash to any person during any calendar year with respect to one or more Awards payable in cash shall be $ 2.0 million.

The Plan is intended to comply with Section 162(m) of the Internal Revenue Code (“IRC”), which stipulates that the maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person during any calendar year shall be 83,333 , and the maximum aggregate amount of cash that may be paid in cash to any person during any calendar year with respect to one or more Awards payable in cash shall be $ 2.0 million.

The original maximum number of shares that were to be used for Incentive Stock Options (“ISO”) under the Plan was 450,000 .

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The aggregate intrinsic values of options outstanding for the years ended December 31, 2025 and 2024 were $ 0.9 million and $ 0.2 million , respectively.

The aggregate intrinsic values of options exercised during the years ended December 31, 2024 and 2023 are zero and $ 0.1 million , respectively, determined as of the date of the option exercise.

The aggregate intrinsic values of options exercised during the years ended December 31, 2025 and 2024, were $ 0.5 million and zero , respectively, determined as of the date of the option exercise.

Aggregate intrinsic value represents the positive difference between our closing stock price at the end of a respective period and the exercise price multiplied by the number of relative options.

The fair value of shares vested during the years ended December 31, 2025 and 2024, was $ 0.2 million and $ 1.1 million , respectively.

The fair value of shares unvested at December 31, 2024 and 2023 is $ 0.1 million and $ 1.5 million , respectively.

As of December 31, 2024, there was $ 0.2 million of unrecognized compensation cost related to unvested share-based compensation awards granted to employees related to granted stock options, which have an expected remaining life of 1.36 years.

The fair value of shares unvested as of December 31, 2025 and 2024, was $ 1.6 million and $ 0.1 million , respectively.

As of December 31, 2025, there was $ 1.2 million of unrecognized compensation cost related to unvested share-based compensation awards for the granted stock options, which is expected to be recognized over a weighted-average period of 2.27 years.

The following table summarizes information about stock options outstanding at December 31, 2025:

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Unvested at December 31, 2025

The fair value of shares underlying restricted stock units vested during the years ended December 31, 2024 and 2023 was $ 35,414 and $ 0.1 million , respectively.

The fair value of unvested restricted stock units remaining at the years ended December 31, 2024 and 2023 is zero and $ 46,905 , respectively.

The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2024 and 2023 were $ 1.98 and $ 4.94 , respectively.

The weighted-average remaining contractual term of these restricted stock units as of both December 31, 2024 and 2023 was zero and one year , respectively.

As of December 31, 2024 , there was a total of zero unrecognized compensation cost related to unvested restricted stock awards.

The fair value of shares underlying restricted stock units vested during the years ended December 31, 2025 and 2024 was $ 94,584 and $ 35,414 , respectively.

The fair value of unvested restricted stock units remaining as of December 31, 2025 and 2024, was $ 0.4 million and zero , respectively.

The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2025 and 2024, was $ 1.80 and $ 1.98 , respectively.

The weighted-average remaining contractual term of these restricted stock units as of December 31, 2025 and 2024, was $ 2.11 and zero , respectively.

As of December 31, 2025, there was a total of $ 259,434 unrecognized compensation cost related to unvested restricted stock awards.

NOTE 14 – INCOME TAXES

As of December 31, 2024 and 2023, the Company had consolidated income tax net operating loss ("NOL") carryforwards for federal tax purposes of approximately $ 199.4 million and $ 212.4 million , respectively, and net operating loss carryforwards for foreign income tax purposes of approximately $ 26.7 million and $ 26.7 million , respectively.

The federal NOL carryforwards from 2005 and forward will expire in various years beginning 2025 and ending through the year 2035 .

From 2025 through 2027, approximately $ 27.0 million of the NOL will expire, and from 2028 through 2037, approximately $ 128.0 million of the NOL will expire.

The NOL generated in 2018 through 2021 of approximately $ 44.0 million will be carried forward indefinitely.

There was no provision for income tax for the years ended December 31, 2024 and 2023.

Deferred income taxes reflect the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets and liabilities are as follows:

The following table summarizes income before income taxes for the year ended December 31, 2025:

For the Year Ended December 31,

Deferred tax assets:

Net operating loss and tax credit carryforwards

Excess of book over tax depreciation

Stock option and restricted stock award expense

Debt Extinguishment

valuation allowance

Deferred tax liability:

Property and equipment basis

Prepaid expenses

Net deferred tax asset

As reflected above, we have no t recorded a net deferred tax asset as of both December 31, 2024 and 2023.

In accordance with ASC 740, we have evaluated whether it is more likely than not that the deferred tax assets will be realized.

Based on the available evidence, we have concluded that it is more likely than not that those assets would not be realized without the recovery and rights of ownership or salvage rights of high-value shipwrecks or other forms of taxable income, thus a full valuation allowance has been recorded as of December 31, 2024 and 2023.

The change in the valuation allowance is as follows:

December 31, 2024

December 31, 2023

Change in valuation allowance

The federal and state income tax provision (benefit) is summarized as follows for the years ended:

The Company’s effective tax rate for each year ended December 31, 2025 and 2024 was 0.00 %.

The following is a reconciliation from the Company’s statutory rate to the effective tax rate reported in the financial statements for the year ended December 31, 2025:

For the Year Ended December 31,

Income tax at the statutory rate

Income tax at the U.S.

federal statutory rate

Foreign tax effects:

Statutory tax rate difference between Mexico and U.S.

Change in valuation allowance

Statutory tax rate difference between Panama and U.S.

Other foreign jurisdictions

Effect of cross-border tax laws:

Change in valuation allowance

Non-deductible or non-taxable items:

Change in fair value of derivative liabilities

Note payable interest accretion

Other adjustments

Total income tax provision

For the year ended December 31, 2025, the primary drivers of the variance from the statutory rate were changes in the fair value of derivative liabilities, the foreign rate differential, changes in the domestic and foreign valuation allowances, and state income taxes.

The Company’s state income taxes relate primarily to the State of Florida.

The following is a reconciliation from the Company’s statutory rate to the effective tax rate reported in the financial statements for the year ended December 31, 2024:

For the Year Ended

December 31, 2024

Income tax at the U.S.

federal statutory rate

State income taxes, net of federal benefits

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Foreign rate differential

The Company’s effective income tax rate is lower than what would be expected if the federal statutory rate were applied to income before income taxes primarily because of certain expenses deductible for financial reporting purposes that are not deductible for tax purposes, research and development tax credits, operating loss carryforwards, and adjustments to previously-recorded deferred tax assets and liabilities due to the enactment of the Tax Cuts and Jobs Act.

We have not recognized a material adjustment in the liability for unrecognized tax benefits and have not recorded any provisions for accrued interest and penalties related to uncertain tax positions.

The earliest tax year still subject to examination by a major taxing jurisdiction is 2020 .

Total income tax provision

For the year ended December 31, 2024, the primary drivers of the variance from the statutory rate were related to changes in the fair value of derivative liabilities, SubPart F income, the foreign rate differential, changes in the domestic and foreign valuation allowances, and state income taxes.

The Company’s state income taxes relate primarily to the State of Florida.

The tax effect of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases that give rise to deferred tax assets and liabilities is as follows:

For the Year Ended December 31,

Deferred tax assets

Net operating loss and tax credit carryforwards

Stock option and restricted stock award expense

Debt Extinguishment

Gross deferred tax assets

Valuation allowance

Net deferred tax assets

Deferred tax liabilities

Property and equipment basis

Prepaid expenses

Total deferred tax liabilities

Total deferred tax assets (liabilities)

For the year ended December 31, 2025, the Company had federal, state post-apportioned, and foreign net operating loss carryforwards of $ 212.1 million, $ 79.6 million and $ 29.1 million, respectively.

Of the federal amount, $ 154.4 million has a limited carryforward period and will begin to expire in 2026 ;

the remaining $ 57.7 million will have an indefinite carryforward period.

Of the state post-apportioned amount, $ 35.5 million has a limited carryforward period and will begin to expire in 2028 ;

the remaining $ 44.0 million will have an indefinite carryforward period.

Of the foreign amount, $ 29.1 million has a limited carryforward period and will begin to expire in 2026 .

For the year ended December 31, 2025, the Company has federal tax credit carryforwards of $ 34,855 .

The company does no t have any state or foreign related tax credit carryforwards.

Of the federal amount, $ 34,855 has a limited carryforward period and will begin to expire in 2031 .

In accordance with Section 382 and Section 383 of the IRC, utilization of the net operating loss and tax credit carryforwards may be subject to limitations based on prior or future ownership changes.

The Company has determined that the cumulative shifts in ownership of its common stock from 2022 to 2025 have resulted in a limitation on its use of the net operating loss and tax credit carryforwards.

The Company is currently evaluating the amount of the limitation in accordance with Section 382 and Section 383.

In assessing the realizability of deferred tax assets under ASC 740, management evaluated all available positive and negative evidence, with greater weight placed on evidence that is objectively verifiable.

The negative evidence management considered included the Company’s history of cumulative losses in recent years, current‑year operating losses, and forecasted future losses, as well as the magnitude of net operating loss and other tax credit carryforwards relative to projected taxable income.

Management also considered the limited ability to carry back losses, the timing of reversals of deferred tax assets, and the impact of applicable utilization limitations.

Positive evidence evaluated included the nature and timing of future taxable income projections, the existence of taxable temporary differences, and the availability of feasible tax planning strategies.

After weighing this evidence, management concluded that the negative evidence outweighed the positive evidence and that it is more likely than not that the Company’s deferred tax assets will not be realized without the recovery and rights of ownership or salvage rights of high-value shipwrecks or other forms of taxable income.

Accordingly, a valuation allowance of $ 58.9 million was recorded against the deferred tax assets as of December 31, 2025.

For the year ended December 31, 2025, the Company considers all foreign earnings to be permanently reinvested.

The Company is subject to income tax in multiple jurisdictions, including federal, state, and foreign jurisdictions.

The Company has federal, state, and foreign income tax returns open to examination for 2022 to 2024 , 2022 to 2024 , and 2020 to 2024 forward, respectively.

In addition, the utilization of tax carryforwards, from periods prior to those previously mentioned may also be audited by the taxing authorities once utilized.

As a result, the Company continuously monitors its current and prior filing positions in order to determine if any unrecognized tax positions need to be recorded.

The Company recognizes the effect of income tax positions only if

those positions are more likely than not to be sustained upon examination.

Based on management’s evaluation as of December 31, 2025, the Company has determined that no such positions exist and, therefore, no unrecognized tax benefits have been recorded under ASC 740.

For the year ended December 31, 2025, the Company did no t make any income tax payments to federal, state, or foreign taxing authorities.

The Company’s operating results for the year, together with management’s current projections, indicate taxable losses, resulting in no income taxes payable or paid during the year.

NOTE 15 – RELATED PARTY TRANSACTIONS

The Company holds an ownership interest in and provides services to CIC, a deep-sea mineral exploration company.

The Company has provided services to and owns approximately 13.4 % of the equity interests in CIC Limited (“CIC”), a deep-sea mineral exploration company.

The Company’s lead director, Mark B.

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

The Company is providing services to CIC in accordance with the terms of a Services Agreement pursuant to which Odyssey provides certain back-office services to CIC in exchange for a recurring monthly fee, as well as other deep-sea mineral related services on a cost-plus profit basis and is compensated for these services with a combination of cash and equity in CIC.

The Company provided services to CIC in accordance with the terms of a Services Agreement pursuant to which Odyssey provided certain back-office services to CIC in exchange for a recurring monthly fee, as well as other deep-sea mineral-related services on a cost-plus profit basis and was compensated for these services with a combination of cash and equity in CIC.

For the years ended December 31, 2025 and 2024, we invoiced CIC for technical services a total of $ 0.3 million and $ 0.5 million , respectively, recorded in Marine services in our consolidated statements of operations.

In addition, for the years ended December 31, 2024 and 2023, we invoiced CIC a total of $ 42,282 and $ 9,327 , respectively, for support services, which are recorded in Operating and other revenues in our consolidated statements of operations.

The Company is paid in equity for its services.

In addition, the Company has the option to accept equity for payment of cash expenditures due from CIC in lieu of cash.

The Company has not opted to accept equity from CIC in lieu of cash for its cash expenditures.

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

As of December 31, 2024 we have paid $ 0.2 million toward the purchase of this equipment and CIC has reimbursed us for this equipment purchase.

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

Pursuant to the Loan Agreement, CIC issued to Odyssey a convertible promissory note in the amount of $ 1.4 million that bore interest at a rate of 18 % per annum.

On the closing date of the Loan Agreement, Odyssey advanced CIC $ 1.0 million (the "Advanced Amount") and recorded an original issue discount ("OID") of $ 0.4 million, which was accrued as interest income in our consolidated statements of operations.

CIC repaid the Advanced Amount on April 6, 2023, prior to the fifth business day after March 31,2023 Maturity Date (the "Maturity Cure Date"), CIC repaid principal and interest in the aggregate amount of $ 1.1 million in full satisfaction of the convertible promissory note and the Loan Agreement.

During the second quarter of the year ended December 31, 2023 interest income from the accretion of the OID of $ 0.3 million was written off.

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

Pursuant to the Services Agreement Note, as amended on June 30, 2023 and August 8, 2023, Odyssey agreed to extend the terms of its outstanding accounts receivables balance for past and future services performed under the Master Services Agreement for an amount not to exceed $ 0.6 million.

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

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

On August 15, 2023, CIC repaid principal and interest in the aggregate amount of $ 0.7 million in full satisfaction of the Services Agreement Note.

On July 15, 2021, MINOSA assigned $ 0.4 million of its indebtedness with accumulated accrued interest of $ 0.2 million to James S.

Pignatelli, a former director of the Company, under the same terms as the original agreement, and that indebtedness continued to be convertible at a conversion price of $ 4.35 .

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

On March 6, 2023 this note was terminated and Odyssey issued a new note, see Note 7, Loans Payable – MINOSA 2 for detail.

In addition, for the years ended December 31, 2025 and 2024 , we invoiced CIC a total of zero and $ 42,282 , respectively, for support services, which are recorded in Operating and other revenues in our consolidated statements of operations.

The Company was paid in equity for its services.

In addition, the Company had the option to accept equity for payment of cash expenditures due from CIC in lieu of cash.

The Company did not opt to accept equity from CIC in lieu of cash for its cash expenditures.

The Services Agreement expired by its terms on August 1, 2025, and the Company expects to be compensated in cash for any future services provided to CIC, unless the parties agree to an alternative form of consideration for payment in a new services agreement.

Ocean Minerals, LLC

The Company holds an ownership interest in and provides services to OML, a deep-sea mineral exploration company (see Note 5, Investment in Unconsolidated Entities ).

The Company is providing these services to OML pursuant to the Contribution Agreement (defined above) that provides for deep-sea mineral related services on a cost-plus profit basis and will be compensated for these services with equity in OML.

The Company provides services to Ocean Minerals, LLC (“OML”), a deep-sea mineral exploration company in which we hold approximately 7.0 % of the equity interests (see Note 5 – Investment in Unconsolidated Entities ).

The Company provides these services to OML pursuant to the Contribution Agreement (defined above) that provides for deep-sea mineral related services on a cost-plus profit basis, and the Company will be compensated for these services with equity in OML.

For the years ended December 31, 2025 and 2024, we invoiced OML $ 0.1 million and $ 0.2 million , respectively, which are recorded in Marine services in our consolidated statements of operations.

See Note 5 – Investment in Unconsolidated Entities , for additional information in our transactions with OML.

Salvage Agreement

The Company held a 40 % interest in proceeds under a salvage agreement from our legacy shipwreck business.

A company controlled by Mr.

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

Odyssey and Mr.

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

In 2024, the Company received payments of approximately $ 9.8 million arising from its residual economic interest in one of the shipwrecks, which is recorded in Residual economic interest in shipwreck in our consolidated statements of operations.

The entity controlled by Mr.

Justh also received a payment arising from the shipwreck.

Oceanica and ExO

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

(“OMO”), hold three notes (the “Oceanica-ExO Notes”) issued and/or guaranteed by our majority-owned subsidiaries, ExO and Oceanica, in the aggregate principal amount of approximately $ 23.0 million , which was advanced to ExO and Oceanica to fund working capital, exploration and legal expenses.

Approximately $ 11.4 million was advanced to ExO and Oceanica between 2012 and 2014, and approximately $ 7.6 million between 2015 and 2017;

the balance has been advanced since 2017.

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

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

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

As of December 31, 2024 and 2023, the aggregate outstanding amount, including accrued interest, of the Oceanica-ExO Notes was approximately $ 124.9 million and $ 105.0 million , respectively, and the aggregate receivable pursuant to the management and services agreement was approximately $ 1.5 million and $ 0.7 million as of December 31, 2024 and 2023, respectively, which are eliminated in consolidation.

ORM, Oceanica and ExO

Joint Venture and Mexican Corporate Transactions

As described in more detail in Note 6 – Joint Venture , the Company formed Phosagmex on June 4, 2025, as the joint venture entity contemplated by the JV Agreement (as defined below).

In connection with the formation of this joint venture, Oceánica Resources México, S.

(“ORM”), a newly formed subsidiary of the Company, became a 50 % shareholder of Phosagmex, and the Company entered into a series of agreements and transactions to implement the joint venture, which are detailed below and are collectively referred to as the “Mexican Corporate Transactions.”

The Company recorded $ 30.3 million of changes in ownership in a subsidiary through non-controlling interests in connection with

its investment in ORM and the Mexican Corporate Transactions.

Debt Conversion

Odyssey and its subsidiary Oceanica Marine Operations Limited (“OMO”) previously held three notes (the “Oceanica-ExO Notes”) issued and/or guaranteed by two of the Company’s majority-owned subsidiaries (ExO and Oceanica) in the aggregate principal amount of approximately $ 23.0 million, which was advanced to ExO and Oceanica to fund working capital, exploration and legal expenses.

The Oceanica-ExO Notes accrued interest at 18 % per annum.

Pursuant to each of the Oceanica-ExO Notes, the holder had the right at any time to convert all or any portion of the outstanding principal amount and accrued interest under the Oceanica-ExO Notes into units of equity interests in Oceanica (“Oceanica Quotas”).

If the holder elected to convert the debt, then the number of Oceanica Quotas the holder was entitled to receive equaled the quotient determined by dividing the amount of the indebtedness converted by the applicable conversion price, $ 2.75 , as stated in the Oceanica-ExO Notes.

In addition, Odyssey had funded a litigation funding waiver fee in the amount of $ 1.0 million and certain legal and administrative expenses relating to the North American Free Trade Agreement (“NAFTA”) arbitration case in the amount of $ 1.6 million for the benefit of the ExO project and Oceanica’s members (the “Arbitration Expenses” and, together with the Oceanica-ExO Notes, the “Oceanica-ExO Indebtedness”).

As of December 31, 2024, the aggregate outstanding amount, including accrued interest, of the Oceanica-ExO Notes was approximately $ 124.9 million.

As of June 10, 2025, the aggregate balance of the Oceanica-ExO Notes, including accrued interest, was $ 135.1 million and the aggregate Arbitration Expenses balance was approximately $ 2.6 million.

On June 10, 2025, the Company converted the total Oceanica-ExO Indebtedness of $ 137.7 million into Oceanica Quotas.

The Company concluded that Oceanica would record an equity contribution to reflect the difference between the reacquisition price of the Oceanica-ExO Indebtedness and the net carrying amount of the Oceanica-ExO Indebtedness, and the ownership of minority interest holders of Oceanica would be adjusted to reflect the increase in Odyssey’s ownership of Oceanica.

No party will record a gain or loss as this is an extinguishment of debt between related parties.

Oceanica Equity Exchange Agreements

Administrators and officers (the “Subsidiary D&Os”) of Oceanica and ExO received or accrued the right to receive an aggregate of 1,911,666 Quotas (the “Compensation Quotas”) as compensation for their services in those roles over several years.

Odyssey and each of the Subsidiary D&Os entered into an Equity Exchange Agreement (collectively, the “Oceanica Equity Exchange Agreements”) on June 27, 2025, whereby the Subsidiary D&Os assigned their Compensation Quotas to Odyssey in exchange for shares of Odyssey’s Common Stock.

Accordingly, Odyssey is obligated to issue an aggregate of 1,841,137 shares of its Common Stock to the Subsidiary D&Os pursuant to the Oceanica Equity Exchange Agreements.

Pursuant to the Oceanica Equity Exchange Agreements, the shares are contractually restricted, and will not be legally issued until the earlier to occur of (i) the fifth anniversary of the exchange or (ii) the date on which the environmental impact statement (the “MIA”) or certain other approvals are obtained by Phosagmex or ExO.

The Subsidiary D&Os include certain current directors and executive officers of Odyssey, Mark Justh, Mark Gordon and John Longley, who exchanged their Compensation Quotas for the right to receive an aggregate of 914,950 shares of Odyssey’s Common Stock.

ORM Subscription

In June 2025, the Company exchanged its equity interests in Oceanica, including the Oceanica Quotas and the Compensation Quotas, for a subscription in membership interests of ORM, pursuant to which the Company holds approximately 78.3 % of the membership interests of ORM as of December 31, 2025 .

As a result of the ORM subscription by the Company and other equity holders of Oceanica, ORM holds approximately 90.0 % of the member interests of Oceanica.

ExO Concession Rights

In June 2025, in accordance with the JV Agreement, Oceanica caused ExO to enter into an agreement to assign its legal rights to specified mining concessions held by ExO to Phosagmex subject to the condition that the concessions are reinstated.

Refer to Note 6 – Joint Venture for further information.

Certain Stockholders

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

We have entered into financing transactions with certain stockholders that beneficially owned more than five percent of our outstanding Common Stock as of December 31, 2025, as disclosed in the most recent individual stockholder’s Schedule 13G as filed with the SEC:

• Funds managed by Two Seas Capital LP (“Two Seas”) own approximately 9.99 % of our Common Stock after giving effect to the 8.1 % beneficial ownership limitation applicable to warrants held by its funds.

• Greywolf Opportunities Master Fund II LP and its affiliates (“Greywolf”) beneficially owned approximately 9.2 % of our Common Stock through September 30, 2024, since which time its beneficial ownership is less than 5.0 %.

• FourWorld Capital Management LLC (“FourWorld”) beneficially owns approximately 5.1 % of our Common Stock.

2022 Equity Transaction

On June 10, 2022, we completed the 2022 Equity Transaction, in which:

• FourWorld funds purchased 291,628 shares of our Common Stock and 2022 Warrants (as defined below) to purchase 291,628 shares of our Common Stock.

• Two Seas purchased 447,761 shares of our Common Stock and 2022 Warrants to purchase 447,761 shares of our Common Stock.

• Greywolf purchased 940,298 shares of our Common Stock and 2022 Warrants to purchase 940,298 shares of our Common Stock.

As of December 31, 2024 , FourWorld and Two Seas held 2022 Warrants to purchase 205,777 shares of our Common Stock and 447,761 shares of our Common Stock, respectively, at an exercise price of $ 3.35 per share.

• Greywolf Opportunities Master Fund II LP and its affiliates (“Greywolf”) beneficially owned approximately 9.3 % of our Common Stock.

• FourWorld Capital Management LLC (“FourWorld”) beneficially owns approximately less than 5.0 % of our Common Stock;

however at certain periods during the year, it held more than 5 % of our Common Stock.

• Capital Latinoamericano, S.A.

and its affiliate Promotora de Inversiones CapLat Espana, S.L.

beneficially own approximately 11.64 % of our Common Stock.

2022 Warrants

As of both December 31, 2025 and 2024, FourWorld, Greywolf and Two Seas held 2022 Warrants to purchase 205,777 shares of our Common Stock, 342,391 shares of our Common Stock and 447,761 shares of our Common Stock, respectively, at an exercise price of $ 3.35 per share.

March 2023 Note Purchase Agreement

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

Principal and interest payments during the years ended December 31, 2024 and 2023 are detailed below and there was no principal paid during the year ended December 31, 2023.

Principal and interest payments during the years ended December 31, 2025 and 2024 are detailed below.

Any accrued and unpaid interest is capitalized to the principal as paid-in-kind on a quarterly basis on the first day immediately following the close of the quarter.

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

o Interest expense for the March 2023 Note held by FourWorld amounted to $ 0.1 million and $ 0.1 million for the years ended December 31, 2025 and 2024, respectively.

During the years ended December 31, 2024 and 2023, $ 96,159 and $ 69,320 , respectively, of interest expense was capitalized to principal as paid-in-kind and $ 0.2 million and zero , respectively, was paid in cash.

On September 6, 2024, the Company made a cash principal payment amounting to $ 0.2 million to FourWorld.

o As of December 31, 2024, FourWorld held March 2023 Warrants to purchase 285,715 shares of our Common Stock at an exercise price of $ 1.10 per share.

o Two Seas purchased a portion of the March 2023 Note in the principal amount of $ 2.3 million and March 2023 Warrants to purchase 608,636 shares of our Common Stock on March 6, 2023, for an aggregate purchase price of $ 2.3 million;

and a portion of the March 2023 Note in the principal amount of $ 0.4 million and Warrants to purchase 118,878 shares of our Common Stock on September 22, 2023, for an aggregate purchase price of $ 0.4 million.

During the years ended December 31, 2025 and 2024 , $ 0.1 million and $ 96,159 , respectively, of interest was added to principal as paid-in-kind and none was paid in cash.

There were no cash principal payments made during the year ended December 31, 2025 and $ 0.2 million cash principal payments during the year ended December 31, 2024.

o As of December 31, 2025, FourWorld had converted all its outstanding March 2023 Notes into shares of our Common Stock.

Refer to Note 8 – Loans Payable .

o During the year ended December 31, 2025, FourWorld exercised March 2023 Warrants to purchase 285,715 shares of our Common Stock at an exercise price of $ 1.10 per share.

As such, a s of December 31, 2025 , FourWorld did no t hold any March 2023 Warrants.

o Interest expense for the March 2023 Note held by Two Seas amounted to $ 0.2 million and $ 0.3 million for the years ended December 31, 2025 and 2024, respectively.

During the years ended December 31, 2024 and 2023, $ 0.2 million and $ 0.1 million, respectively, of interest expense was capitalized to principal as paid-in-kind and $ 0.6 million and zero , respectively, was paid in cash.

On September 6, 2024, the Company made a cash principal payment amounting to $ 0.6 million.

o As of December 31, 2024, Two Seas held March 2023 Warrants to purchase 727,514 sha res of our Common Stock at an exercise price of $ 1.10 per share.

• Greywolf purchased a portion of the March 2023 Note in the principal amount of $ 7.0 million and March 2023 Warrants to purchase 1,851,852 shares of our Common Stock on March 6, 2023, for an aggregate purchase price of $ 7.0 million.

• Interest expense for the March 2023 Note held by Greywolf amounted to $ 0.8 million and $ 0.7 million for the years ended December 31, 2024 and 2023, respectively.

During the years ended December 31, 2024 and 2023, $ 0.6 million and $ 0.4 million, respectively, of interest expense was capitalized to principal as paid-in-kin d and $ 0.2 million and zero , respectively, was paid in cash.

On September 6, 2024, the Company made a cash principal payment amou nting to $ 1.5 million to Greywolf.

• As of December 31, 2024, Greywolf held March 2023 Warrants to purchase 1,851,852 shares of our Common Stock at an exercise price of $ 1.10 per share.

During the years ended December 31, 2025 and 2024 , $ 0.2 million and $ 0.2 million, respectively, of interest was added to principal as paid-in-kind and zero and $ 0.6 million, respectively, was paid in cash.

There were no cash principal payments made during the year ended December 31, 2025 and $ 0.6 million cash principal payments during the year ended December 31, 2024.

o As of December 31, 2025, Two Seas had converted all its outstanding March 2023 Notes into shares of our Common Stock (see Note 8 – Loans Payable) .

o During the year ended December 31, 2025, Two Seas exercised March 2023 Warrants to purchase 460,000 shares of our Common Stock at an exercise price of $ 1.10 per share.

As of December 31, 2025 and 2024 , Two Seas held March 2023 Warrants to purchase 267,514 shares of our Common Stock at an exercise price of $ 1.10 per share.

o Interest expense for the March 2023 Note held by Greywolf amounted to $ 0.5 million and $ 0.8 million for the years ended December 31, 2025 and 2024, respectively.

During the years ended December 31, 2025 and 2024 , $ 0.6 million and $ 0.6 million, respectively, of interest was added to principal as paid-in-kind and zero and $ 0.2 million, respectively, was paid in cash.

There were no cash principal payments made during the year ended December 31, 2025 and $ 1.5 million cash principal payments during the year ended December 31, 2024.

o As of December 31, 2025, Greywolf had converted all its outstanding March 2023 Notes into shares of our Common Stock (see Note 8 – Loans Payable) .

o As of December 31, 2025 and 2024 , Greywolf held March 2023 Warrants to purchase 1,851,852 shares of our Common Stock at an exercise price of $ 1.10 per share.

On September 5, 2024, the Company entered into amendments of the March 2023 Note with the holders thereof pursuant to which the maturity date of the March 2023 Note was extended from September 6, 2024 to December 6, 2024 .

In connection with the amendments, the Company repaid an aggregate amount of $ 3.0 million of the principal outstanding on September 6, 2024.

These amendments were accounted for as a debt modification in accordance with ASC 470.

The March 2023 Note Purchase Agreement was amended in December 2024.

Refer to Note 7, Loans Payable , for additional information on this amendment.

These amendments were accounted for as a debt modification in accordance with ASC 470, Debt .

The March 2023 Note Purchase Agreement was amended in December 2024 (see Note 8 – Loans Payable) .

December 2023 Note Purchase Agreement

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Any accrued and unpaid interest is capitalized to the principal as paid-in-kind on a quarterly basis on the first day immediately following the close of the quarter.

o FourWorld purchased a December 2023 Note in the principal amount of $ 0.5 million and December 2023 Warrants to purchase 135,278 shares of our Common Stock for an aggregate purchase price of $ 0.5 million.

o Interest expense for the December 2023 Notes held by FourWorld amounted to $ 48,679 and $ 58,011 for the years ended December 31, 2025 and 2024, respectively.

During the year ended December 31, 2024 and 2023, $ 47,502 and $ 0 , respectively, of interest expense was capitalized to principal as paid-in-kind and $ 0 and $ 0 , respectively, was paid in cash.

o As of December 31, 2024 , FourWorld held December 2023 Warrants to purchase 117,647 shares and 17,630 shares of our Common Stock at an exercise price of $ 1.23 per share and $ 2.05 per share, respectively.

o Two Seas funds purchased a December 2023 Note in the principal amount of $ 2.0 million and December 2023 Warrants to purchase 541,110 shares of our Common Stock for an aggregate purchase price of $ 2.0 million.

o Interest expense for the December 2023 Notes held by Two Seas amounted to $ 0.2 million and $ 18,685 for the years ended December 31, 2024 and 2023, respectively.

During the year ended December 31, 2024 and 2023, $ 0.2 million and $ 18,685 , respectively, of interest expense was capitalized to principal as paid-in-kind and $ 0 and $ 0 , respectively, was paid in cash.

o As of December 31, 2024, Two Seas held December 2023 Warrants to purchase 470,588 shares and 70,522 shares of our Common Stock at an exercise price of $ 1.23 per share and $ 2.05 per share, respectively.

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

o Interest expense for the December 2023 Notes held by Greywolf amounted to $ 0.1 million and $ 9,342 for the years ended December 31, 2024 and 2023, respectively.

During the year ended December 31, 2024 and 2023, $ 0.1 million and $ 0 , respectively, of interest expense was capitalized to principal as paid-in-kind and $ 0 and $ 0 , respectively, was paid in cash.

The December 2023 Note Purchase Agreement was amended in December 2024.

Refer to Note 7, Loans Payable , for additional information on this amendment.

During the year ended December 31, 2025 and 2024 , $ 62,755 and $ 47,502 , respectively, of interest was added to principal as paid-in-kind and none was paid in cash.

There were no cash principal payments made during the years ended December 31, 2025 and 2024.

o As of December 31, 2025, FourWorld had converted all its outstanding December 2023 Notes into shares of our Common Stock (see Note 8 – Loans Payable).

o During the year ended December 31, 2025 , FourWorld exercised December 2023 Warrants to purchase 117,647 shares of our Common Stock at an exercise price of $ 1.10 per share.

As such, as of December 31, 2025 , there were no outstanding December 2023 Warrants held by FourWorld.

o Interest expense for the December 2023 Notes held by Two Seas amounted to $ 0.2 million and $ 0.2 million for the years ended December 31, 2025 and 2024, respectively.

During the year ended December 31, 2025 and 2024 , $ 0.3 million and $ 0.2 million, respectively, of interest was added to principal as paid-in-kind and none was paid in cash.

There were no cash principal payments made during the years ended December 31, 2025 and 2024.

o As of December 31, 2025, Two Seas had converted all its outstanding December 2023 Notes into shares of our Common Stock (see Note 8 – Loans Payable).

o As of December 31, 2025 and 2024 , Two Seas held December 2023 Warrants to purchase 470,588 shares and 70,522 shares of our Common Stock at an exercise price of $ 1.23 per share and $ 2.05 per share, respectively.

o Interest expense for the December 2023 Notes held by Greywolf amounted to $ 69,739 and $ 0.1 million for the years ended December 31, 2025 and 2024, respectively.

During the year ended December 31, 2025 and 2024 , $ 92,584 and $ 0.1 million, respectively, of interest was added to principal as paid-in-kind and none was paid in cash.

There were no cash principal payments made during the years ended December 31, 2025 and 2024.

o As of December 31, 2025, Greywolf had converted all its outstanding December 2023 Notes into shares of our Common Stock (see Note 8 – Loans Payable) .

o As of December 31, 2025 and 2024 , Greywolf held December 2023 Warrants to purchase 235,295 shares and 35,261 shares of our Common Stock at an exercise price of $ 1.23 per share and $ 2.05 per share, respectively.

The December 2023 Note Purchase Agreement was amended in December 2024 (see Note 8 – Loans Payable) .

Securities Purchase Agreement

On December 23, 2024, we entered into a Securities Purchase Agreement (the “SPA”), in which Two Seas, CapLat and Greywolf participated.

o Two Seas purchased 1,818,182 shares of our Common Stock on December 23, 2024, pursuant to the SPA, and had the right to purchase 1,779,302 additional shares at the purchase price of $ 1.10 per share.

o During the year ended December 31, 2025, Two Seas purchased an aggregate of 1,779,302 additional shares of Common Stock, and as of December 31, 2025, held no rights to purchase additional shares.

o CapLat purchased 2,481,919 shares of our Common Stock on December 23, 2024, pursuant to the SPA, and had the right to purchase 2,428,747 additional shares at the purchase price of $ 1.10 per share.

o During the year ended December 31, 2025, CapLat purchased an aggregate of 2,428,747 additional shares of Common Stock, and as of December 31, 2025, held no rights to purchase additional shares.

o Greywolf purchased 454,546 shares of our Common Stock on December 23, 2024, pursuant to the SPA, and had the right to purchase 444,826 additional shares at the purchase price of $ 1.10 per share.

o During the year ended December 31, 2025, Greywolf purchased an aggregate of 444,826 additional shares of Common Stock, and as of December 31, 2025, held no rights to purchase additional shares.

During the second quarter of 2025, the Company entered into a series of amendments to the SPA (see Note 13 – Stockholders’ Deficit) .

As of December 31, 2025, all unexercised rights to purchase additional shares under the SPA had expired.

Services Agreement

The Company is party to a services agreement with one of the Company’s directors, Larissa T.

Pommeraud, pursuant to which Ms.

Pommeraud provides consulting services.

The Company paid Ms.

Pommeraud $ 17,400 during the year ended December 31, 2025.

Salvage Agreement

The Company held a 40 % interest in proceeds under a salvage agreement from our legacy shipwreck business.

A company controlled by Mr.

Odyssey and Mr.

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

The entity controlled by Mr.

Justh also received a payment arising from the shipwreck.

NOTE 16 – CONCENTRATION OF CREDIT RISK

For the twelve months ended December 31, 2024 and 2023 , we had two customers, CIC and OML, both of which are related parties (see Note 14, Related Party Transactions ), that accounted for 100 % of our total revenue.

For the year ended December 31, 2025 and 2024 , we had two customers, CIC and OML, both of which are related parties (see Note 15 – Related Party Transactions ), that accounted for 100 % of our total revenue.

As of December 31, 2025 , the Accounts Receivable balance included 100.0 % and 23.6 % of receivables from the same two customers.

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NOTE 17 – SALE-LEASEBACK FINANCING OBLIGATIONS

On April 4, 2023 , and June 30, 2023 , the Company's subsidiaries sold marine equipment to separate third-party buyers for $ 3.5 million and $ 1.0 million, respectively.

In 2023, the Company’s subsidiaries sold marine equipment to two separate third-party buyers for $ 3.5 million and $ 1.0 million, respectively.

Simultaneously with each sale, the subsidiaries entered into lease agreements with each buyer of the respective marine equipment (the sale of the property and simultaneous leaseback is referred to as a “sale-leaseback ” ).

Each of the leases is for a term of 4 years .

Under the terms of the lease agreements, the initial base rent is $ 35,000 and $ 10,000 per month, respectively.

As a part of each of the lease agreements, the lessee is granted an option to purchase the marine equipment back from the buyer, that can be exercised at any time during the period commencing on the first anniversary of the date of the agreements and ending on the day that is 120 days prior to the expiration of the lease term.

Each lease is for a 4-year term.

Under each of the lease agreements, the initial base rent is $ 35,000 , and $ 10,000 respectively per month.

As a part of each of the lease agreements, the lessee is granted an option to purchase the marine equipment back from the buyer, which can be exercised at any time during the period commencing on the first anniversary of the date of the agreements and ending on the day that is 120 days prior to the expiration of the lease term.

If the lessee has not already delivered such notice at least 120 days prior to the expiration of the lease term, it is required to purchase the marine equipment upon the expiration of the lease term.

The Company accounted for the sale-leaseback transactions as financing transactions with the purchasers of the property in accordance with ASC Topic 842 as the lease agreements were determined to be finance leases.

The Company concluded the lease agreements both met the qualifications to be classified as finance leases due to the obligation to repurchase the equipment.

The presence of a finance lease indicates that control of the equipment has not transferred to the buyer/lessor and, as such, the transactions were each deemed a "failed sale-leaseback" and must be accounted for as a financing arrangement.

As a result of this determination, the Company is viewed as having received the sales proceeds from the buyer/lessor in the form of a hypothetical loan collateralized by its leased equipment.

The hypothetical loan is payable as principal and interest in the form of "lease payments" to the buyer/lessor.

As such, the Company will not derecognize the property from its books for accounting purposes until the lease ends.

ORI was one of Odyssey's subsidiaries that entered into one of the sale-leaseback financing obligations noted above.

As noted in Note 5, Investment In Unconsolidated Entities , Odyssey transferred all of its shares in ORI to OML as part of the Investment in OML.

Pursuant to the OML Purchase Agreement, Odyssey is obligated to pay all amounts owed for rent and the repurchase of the marine equipment under the sale-leaseback agreement.

As of December 31, 2024 and 2023, the carrying value of the financing liabilities were $ 4.2 million and $ 4.1 million .

The monthly lease payments are split between a reduction of principal and interest expense using the effective interest rate method.

No gain or loss was recognized related to the sale-leasebacks.

Under the April 4, 2023 and June 30, 2023 sale-leasebacks, the Company recorded third party payments of $ 350,000 and $ 100,000 respectively, as a cost of the financing obligation and recorded them as a discount.

Remaining future cash payments related to the financing liability, for the fiscal years ending December 31 are as follows:

The Company accounted for the sale-leaseback transactions as financing transactions with the purchasers of the property in accordance with ASC Topic 842, Leases, as the lease agreements were determined to be finance leases.

The Company concluded that both lease agreements met the criteria for classification as finance leases due to the obligation to repurchase the equipment.

Odyssey Retriever Inc.

(“ORI”) was an Odyssey subsidiary that entered into the sale-leaseback financing obligations pertaining to the $ 3.5 million sale-leaseback noted above.

In 2023, Odyssey transferred all of its shares in ORI to OML as part of the purchase price for its investment in OML.

As a result, the sale-leaseback financing obligation entered into by ORI was no longer a financing lease obligation for the Company.

However, pursuant to the OML Purchase Agreement, Odyssey is obligated to pay all amounts owed for rent and the repurchase of the marine equipment under the sale-leaseback agreement.

As of December 31, 2025 and 2024, the carrying value of the obligations was $ 4.3 million and $ 4.2 million , respectively.

The monthly payments are allocated between principal reduction and interest expense using the effective interest rate method.

No gain or loss was recognized related to the sale-leaseback.

Remaining future cash payments related to the obligations are as follows:

Year Ending December 31,

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The Company manages its operations as a single segment for purposes of assessing performance and making decisions.

The accounting policies of the segment are those included in Note 2 - Summary of Significant Accounting Policies .

The segment’s accounting policies are set forth in Note 2, Summary of Significant Accounting Policies .

The Company’s CODM is its President and Chief Operating Officer .

The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a

consolidated basis, using the operating expenses and interest expense, as presented on the face of the income statement, for purposes of making operating decisions, allocating resources, and evaluating financial performance.

The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis, using the operating expenses and interest expense, as presented on the face of the income statement, for purposes of making operating decisions, allocating resources, and evaluating financial performance.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

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(1) Includes other expenses within Marketing, General and Administrative and Operations and Research which are not significant individually or in the aggregate and not included within Significant Expenses above;

as well as, Interest income, Interest Expense, Loss on equity method investment, Change in derivative liabilities fair value, Gain on debt extinguishment, Residual economic interest in shipwreck, Loss on Termination Agreement, and Other, as reported in our consolidated statements of operations.

as well as, Interest income, Interest Expense, Disposal of equipment, Loss on equity method investment, Change in derivative liabilities fair value, Gain on debt extinguishment, Residual economic interest in shipwreck, Loss on Termination Agreement, and Other, as reported in our consolidated statements of operations.

NOTE 19 – SUBSEQUENT EVENTS

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

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

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

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

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

Amended and Restated JV Agreement

As mentioned above, 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.

Warrant Conversions

In February and March 2026, holders of the March 2023 Warrants exercised an aggregate of 2,238,416 warrants with exercise price of $ 1.10 for a total purchase price of $ 2.5 million and holders of the December 2023 Warrants exercised an aggregate of 140,442 warrants with exercise price of $ 1.23 for a total purchase price of $ 0.2 million.

Redemption Agreement

On March 20, 2026, the Company and CIC entered into a redemption agreement, pursuant to which CIC redeemed 450,000 of its Class B shares from the Company at a redemption price of $ 1.00 pursuant to the parties’ deposit agreement, and reduced to zero the $ 0.5 million earnest money deposit advanced by CIC and held by the Company.

As a result of this redemption, the Company’s interest in CIC was reduced to 13.1 %.

EXHIBITS INDEX

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Form of Tranche II Warrant to Purchase Common Stock dated December 1, 2023 (incorporated by reference to Exhibit 10.4 to the Company’s Report on Form 8-K filed December 4, 2023).

Registration Rights Agreement dated December 1, 2023 (incorporated by reference to Exhibit 10.5 to the Company’s Report on Form 8-K filed December 4, 2023).

Form of Warrant Agreement between the Company and each investor named therein (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed June 10, 2022).

Form of Equity Exchange Agreement among Odyssey Marine Exploration, Inc.

and the members of Ocean Minerals, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed June 5, 2023).

Form of Amended and Restated Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K dated May 17, 2024).

33 unchanged sentences

Joint Venture Agreement dated December 23, 2024 (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Insider Trading Policy

First Amendment to Securities Purchase Agreement dated April 28, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 19, 2025).

Second Amendment to Securities Purchase Agreement dated May 14, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed August 19, 2025).

Amended and Restated Amendment to Joint Venture Agreement and Joinder dated August 18, 2025 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed August 19, 2025).

Third Amendment to Securities Purchase Agreement dated June 11, 2025 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed August 19, 2025).

Fourth Amendment to Securities Purchase Agreement dated June 20, 2025 (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed August 19, 2025).

Form of Amended and Restated Equity Exchange Agreement dated June 27, 2025 (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed August 19, 2025).

Amended and Restated Joint Venture Agreement dated February 27, 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 27, 2026).

Insider Trading Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024)

Subsidiaries of the Registrant

2 unchanged sentences

Certification of Chief Executive Officer pursuant to 18 U.S.C.

Executive Officer Clawback Policy

Executive Officer Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024)

Inline XBRL taxonomy Extension Schema with embedded Linkbase documents

12 unchanged sentences

/ S / Mark D.

Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) and Chairman of the Board

Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) and Chairman of the Board

March 31, 2026

2 unchanged sentences

March 31, 2026

March 31, 2025

/ S / Todd E.

March 31, 2025

/ S / Mark B.

1 unchanged sentence

March 31, 2026

/ S / Larissa Pommeraud

March 31, 2026

Larissa Pommeraud

March 31, 2026

/ S / Todd E.

March 31, 2026

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

What changed 10-K

Item 9A. Controls and Procedures