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What changed in ODYSSEY MARINE EXPLORATION INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ODYSSEY MARINE EXPLORATION INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+315 added−310 removedSource: 10-K (2026-03-31) vs 10-K (2025-03-31)

Top changes in ODYSSEY MARINE EXPLORATION INC's 2025 10-K

315 paragraphs added · 310 removed · 212 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

43 edited+25 added−16 removed39 unchanged
Biggest changeHuman Capital Management We believe our success has always been dependent on our team of professionals in various fields who are passionate about the ocean, discovery, and making a difference. Therefore, we invest in our people and cultivate a dynamic, engaging, safe and welcoming workplace that drives innovation, encourages collaboration, and helps our people thrive.
Biggest changeLongley served as Vice President of Sales and Marketing for Public Imagery from 2003 to 2005 and Director of Retail Marketing for Office Depot North American stores from 1998 to 2003. 6 Table of Contents Human Capital Management We believe our success has always been dependent on our team of professionals in various fields who are passionate about the ocean, discovery, and making a difference.
Executive Officers of the Registrant The names, ages and positions of all the executive officers of the Company as of March 1, 2025, are listed below. Mark D. Gordon (age 64) has served as Chief Executive Officer since October 1, 2014, and was appointed to the Board of Directors (the “Board”) in January 2008. Mr.
Executive Officers of the Registrant The names, ages and positions of all the executive officers of the Company as of March 1, 2025, are listed below. Mark D. Gordon (age 65) has served as Chief Executive Officer since October 1, 2014, and was appointed to the Board of Directors (the “Board”) in January 2008. Mr.
On July 3, 2023, the parties consummated the initial closing of the purchase agreement, pursuant to which Odyssey's wholly owned subsidiary obtained approximately 6.28% of OML's outstanding equity interests. On October 18, 2024, Odyssey and OML entered into a Termination Agreement pursuant to which the parties terminated the OML Purchase Agreement.
On July 3, 2023, the parties consummated the initial closing of the purchase agreement, pursuant to which Odyssey’s wholly owned subsidiary obtained approximately 6.28% of OML’s outstanding equity interests. On October 18, 2024, Odyssey and OML entered into a Termination Agreement pursuant to which the parties terminated the OML Purchase Agreement (“OML Termination Agreement”).
Gordon owned and managed four different ventures. John D. Longley, Jr. (age 58) has served as Chief Operating Officer since October 1, 2014, and was appointed President in June 2019. Previously Mr. Longley served as Executive Vice President of Sales and Business Development since February 2012. Mr.
Gordon owned and managed four different ventures. John D. Longley, Jr. (age 59) has served as Chief Operating Officer since October 1, 2014, and was appointed President in June 2019. Previously Mr. Longley served as Executive Vice President of Sales and Business Development since February 2012. Mr.
Pursuant to the JV Agreement, the Company and CapLat will work together to develop the JV Project and, subject to satisfaction of certain conditions, including certain regulatory approvals from Mexican governmental authorities, subsidiaries of each party will invest as equal partners, subject to adjustment based on final contributions, in a newly formed joint venture entity that will own and continue to develop and operate the JV Project.
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.
We believe this is a testament to our culture of treating our employees with respect, providing them with the tools and setting to be productive and innovative, and providing benefits 6 Table of Contents that allow employees to maintain a healthy home and work life.
We believe this is a testament to our culture of treating our employees with respect, providing them with the tools and setting to be productive and innovative, and providing benefits that allow employees to maintain a healthy home and work life.
In 2021 and again in 2023, Papua New Guinea (“PNG”) issued permit extensions allowing Odyssey to continue with our exploration program. We have developed an exploration program for the Lihir Gold Project to validate and quantify the precious and base metal content of the prospective resource.
In 2021 and again in 2023, Papua New Guinea issued permit extensions allowing Odyssey to continue with our exploration program. We have developed an exploration program for the Lihir Gold Project to validate and quantify the precious and base metal 4 Table of Contents content of the prospective resource.
The Company met with local regulatory authorities, specialists in local mining, environmental legal experts, and logistics support service companies in PNG to establish baseline business functions essential for a successful program to support upcoming marine exploration operations in the license area. This offshore work began in late 2021 and is ongoing.
The Company has met with local regulatory authorities, specialists in local mining, environmental legal experts, and logistics support service companies in Papua New Guinea to establish baseline business functions essential for a successful program to support upcoming marine exploration operations in the license area. This offshore work began in late 2021 and is ongoing.
Just prior to the change in the Mexican administration later in 2018, SEMARNAT denied the permit a second time in defiance of the court. ExO challenged the decision again before the TFJA. On October 25, 2024, the TFJA announced its ruling in favor of SEMARNAT. ExO has appealed the TFJA’s ruling, and the appeal is pending.
Just prior to the change in the Mexican administration later in 2018, SEMARNAT denied the permit a second time in defiance of the court. ExO challenged the decision again before the TFJA. On October 25, 2024, the TFJA announced its ruling in favor of SEMARNAT. ExO appealed the TFJA’s ruling.
Moana Minerals has discovered polymetallic nodules in its exploration license area and, pursuant to the SBMA's standards and guidelines, it is conducting further exploration activities to increase confidence in the reported mineral resource and size of the reported mineral resources and to secure environmental approvals to perform commercial operations.
Moana Minerals has validated vast polymetallic nodule resources in its exploration license area and, pursuant to the SBMA’s standards and guidelines, it is conducting further exploration activities to increase confidence in the reported mineral resource and size of the reported mineral resources and to secure environmental approvals to perform commercial operations.
Benefits of Ocean Mineral Resource Development Some of the benefits of ocean mineral resource development include: 1 Table of Contents • Infrastructure Expense : No site-specific infrastructure and generally low capital expenditures – ship-based extraction systems provide the ability to redeploy, repurpose or increase equipment productivity through cost/tonne or ship charter financing options. • Overburden : Compared to terrestrial projects, overburden to be removed in most proposed seafloor mining projects is less, which contributes to operational efficiencies. • Flexibility : Extraction ships can move to different types of deposits/minerals or projects to suit market conditions without infrastructure loss at minimal costs. • Social Displacement : No people are displaced, no disruption of society or property. • Environmental Impact : Seafloor mining can be done responsibly with limited biological impact and a manageable carbon footprint.
Benefits of Ocean Mineral Resource Development Ocean mineral resource development may offer certain potential operational and logistical attributes when evaluated under appropriate technical, regulatory, and market conditions. • Infrastructure Expense : No site-specific infrastructure and generally low capital expenditures – ship-based extraction systems provide the ability to redeploy, repurpose or increase equipment productivity through cost/tonne or ship charter financing options. • Overburden : Compared to terrestrial projects, overburden to be removed in most proposed seafloor mining projects is less, which contributes to operational efficiencies. 1 Table of Contents • Flexibility : Extraction ships can move to different types of deposits/minerals or projects to suit market conditions without infrastructure loss at minimal costs. • Social Displacement : No people are displaced, no disruption of society or property. • Environmental Impact : Seafloor mining can be done responsibly with limited biological impact and a manageable carbon footprint.
The funder will not have any right of recourse against us unless the environmental permit is awarded or if proceeds are received (See Note 9, Derivative Financial Instruments – Litigation Financing ).
The funder will not have any right of recourse against us unless the environmental permit is awarded or if proceeds are received (See Note 12 – Derivative Financial Instruments).
The early operations also resulted in preliminary resource sampling which will ultimately accrue to the resource evaluation and regional environmental assessment and ongoing operations. Through a wholly owned subsidiary, we have earned and now hold approximately 14.2% of the current outstanding equity units of CIC issued in exchange for provision of services by the Company.
The early operations also resulted in preliminary resource sampling, that ultimately will accrue to the resource evaluation and regional environmental assessment. Through a wholly owned subsidiary, we have earned and now hold approximately 13.4% of the current outstanding equity units of CIC issued in exchange for the provision of services by the Company.
Ocean Minerals, LLC Project: Ocean Minerals LLC (“OML”) is a deepwater critical metals exploration and development company incorporated in the Cayman Islands. Moana Minerals Limited (“Moana Minerals”) is a wholly owned subsidiary of OML and is a deepwater critical metals exploration and development company incorporated in the Cook Islands with offices and operations based in Rarotonga, Cook Islands.
Moana Minerals Limited (“Moana Minerals”) is a wholly owned subsidiary of OML and is a deepwater critical metals exploration and development company incorporated in the Cook Islands with offices and operations based in Rarotonga, Cook Islands.
The content of any website referred to in this document is not incorporated by reference into this document.
The content of any website referred to in this document is not incorporated by reference into this document. 7 Table of Contents
No timetable has been set for operations to commence, as operational plans are currently being developed. On November 13, 2023, Bismarck received a sixth term renewal for the Bismarck Exploration License. During 2023, Odyssey continued exploration in the exploration license area to continue to validate the geological prospectivity of the property.
No timetable has been set for operations to commence, as operational plans are currently being developed. In March 2026, Bismarck received a seventh term renewal for the Bismarck Exploration License. During 2023, Odyssey continued exploration in the exploration license area to continue to validate the geological prospectivity of the property.
(“CapLat”) entered into a Joint Venture Agreement (the “JV Agreement”) pursuant to which Odyssey and CapLat formed a joint venture to develop a strategic fertilizer production project in Mexico (the “JV Project”) building on the work completed by the Company to validate a high-quality subsea phosphate resource within Mexico’s Exclusive Economic Zone (“EEZ”).
(“CapLat”) entered into a Joint Venture Agreement (the “JV Agreement”), pursuant to which Odyssey and CapLat agreed to work together to develop a strategic fertilizer production project in Mexico (the “Phosagmex Project”) building on the work completed by the Company to validate and quantify a high-quality subsea phosphate resource within Mexico’s Exclusive Economic Zone (the “Mexican EEZ”).
To the extent that we engage in mineral exploration or marine activities in the territorial, contiguous or exclusive economic zones of countries, we work to comply with verifiable applicable regulations and treaties. 5 Table of Contents We believe there will be increased interest in the recovery of subsea minerals throughout the oceans of the world.
To the extent that we engage in mineral exploration or marine activities in the territorial, contiguous or exclusive economic zones of countries, we work to comply with verifiable applicable regulations and treaties. During 2025 there was, and we believe there will continue to be, significantly increased interest in the recovery of subsea minerals throughout the oceans of the world.
In 2022, the SBMA awarded Moana Minerals a five-year exploration license (“EL3”) for a 23,630 square kilometer area in the Cook Islands' EEZ.
In February 2022, the SBMA awarded Moana Minerals a five-year exploration license (“EL3”) for a 23,630 square kilometer area in the Cook Islands’ exclusive economic zone.
The Termination Agreement terminated the parties’ rights and obligations relating to the Second OML Units, Third OML Units and Optional Units (see Note 5, Investment in Unconsolidated Entities ), but did not affect Odyssey’s ownership of the Initial OML Units or 4 Table of Contents its obligation to pay the lease payments for the ROV (see Note 5, Investment in Unconsolidated Entities ).
The OML Termination Agreement terminated the parties’ rights and obligations relating to the purchase of additional equity interests in OML, but did not affect Odyssey’s ownership of the Initial OML Units or its obligation to pay the lease payments for the ROV (see Note 5 – Investment in Unconsolidated Entities ).
Offshore explorations and research commenced in the third quarter of 2022 with positive results in early sampling, which tested vessel and equipment functions and performance, which provided further information and data further defining the informed requirements for viable operational functions as the basis for a longer-term operation over the license period.
Offshore explorations and research commenced in the third quarter of 2022 with positive results in early sampling and testing of vessels and equipment, which informed requirements for ongoing viable operational functions as the basis for a longer-term operation over the license period.
Once completed, if the data shows extraction can be carried out responsibly, Odyssey will apply for a mining license. Further development of this project is dependent on the characterization of any present resources during exploration and license approvals.
During the exploration phase, steps to validate and quantify the precious and base metal content of the prospective resource would also be carried out. Once completed, if the data shows extraction can be carried out responsibly, Odyssey will apply for a mining license. Further development of this project is dependent on the characterization of any resources during exploration.
OML and its project partners are also advancing work to develop recovery systems to harvest and process these high-quality seafloor polymetallic nodules commercially.
OML and its project partners are also advancing work to develop recovery systems to harvest these high-quality seafloor polymetallic nodules and processing solutions to convert them into commercial grade metals.
In December 2020, Odyssey announced it secured an additional $10.0 million from the funder to aid in our NAFTA case. On June 14, 2021, the funder agreed to fund up to an additional $5.0 million for litigation costs.
On January 31, 2020, this agreement was amended and restated, as a result of which the availability increased to $10.0 million. In December 2020, Odyssey announced it secured an additional $10.0 million from the funder to aid in our NAFTA case. On June 14, 2021, the funder agreed to fund up to an additional $5.0 million for arbitration costs.
In addition, in April 2019, we filed a North American Free Trade Agreement (“NAFTA”) arbitration claim against Mexico on behalf of Odyssey and ExO to protect our shareholders' interests and significant investment in the project. Our claim sought compensation on the basis that SEMARNAT’s wrongful repeated denial of authorization has destroyed the value of our investment in violation of NAFTA.
ExO NAFTA Arbitration In addition, in April 2019, we filed an arbitration claim under the North American Free Trade Agreement (“NAFTA”) against Mexico on behalf of Odyssey and ExO to protect our stockholders’ interests and significant investment in the project.
CIC is supported by a consortium of companies providing expertise and financial contributions in support of development of the project. Odyssey is a member of the consortium, which also includes Royal Boskalis Westminster N.V. In February 2022, the Cook Islands Seabed Minerals Authority (“SBMA”) awarded CIC a five-year exploration license beginning June 2022.
Odyssey is a member of the consortium, which also includes Royal Boskalis Westminster. In February 2022, the Cook Islands Seabed Minerals Authority (“SBMA”) awarded CIC a five-year exploration license beginning June 2022 within the Cook Islands’ exclusive economic zone.
Odyssey's multi-year exploration program is planned to focus on robust environmental surveys and studies that will accrue to environmental permitting in compliance with PNG's requirements as well as the development of an Environmental Impact Assessment (“EIA”). During the exploration phase, steps to validate and quantify the precious and base metal content of the prospective resource would also be carried out.
Odyssey’s multi-year exploration program is planned to focus on robust environmental surveys and studies that will accrue to environmental permitting in compliance with Papua New Guinea’s requirements as well as the development of an Environmental Impact Assessment (“EIA”).
ExO Phosphate Project: The “Exploraciones Oceánicas” Phosphate Project (“ExO Phosphate Project”) is a rich deposit of phosphate sands located 70-90 meters deep within Mexico's Exclusive Economic Zone (“EEZ”). This deposit contains a large amount of high-grade phosphate ore that can be extracted on a financially attractive basis (essentially a standard dredging operation).
The Phosagmex Project includes a rich deposit of phosphate sands located 70-90 meters deep within the Mexican EEZ. This deposit contains a large amount of high-grade phosphate ore that can be extracted on a commercially viable basis (essentially a standard dredging operation).
The resource lies 500-2,000 meters deep in the Papua New Guinea Exclusive Economic Zone off the coast of Lihir Island, adjacent to the location of one of the world's largest know terrestrial gold deposits.
Two subaqueous debris fields within the area are adjacent to the terrestrial Ladolam Gold Mine and are believed to have originated from the same volcanogenic source. The resource lies 500-2,000 meters deep in the Papua New Guinea Exclusive Economic Zone off the coast of Lihir Island, adjacent to the location of one of the world’s largest known terrestrial gold deposits.
ExO challenged the decision in Mexican federal court and in March 2018, the Tribunal Federal de Justicia Administrativa (“TFJA”), an 11-judge panel, ruled unanimously that SEMARNAT denied the application in violation of Mexican law and ordered the agency to re-take its decision.
Notwithstanding the factors stated above, in April 2016 the Mexican Ministry of the Environment and Natural Resources (“SEMARNAT”) unlawfully rejected the permit application. ExO challenged the decision in Mexican federal court and in March 2018, the TFJA, an 11-judge panel, ruled unanimously that SEMARNAT denied the application in violation of Mexican law and ordered the agency to re-take its decision.
The amounts awarded are net of Mexican taxes, and Mexico may not tax the award. The case filings and the award are available on the ICSID website.
The amounts awarded are net of Mexican taxes, and Mexico may not tax the award. The case filings and the award are available on the ICSID website. On December 12, 2024, Mexico commenced an application before the Ontario Superior Court of Justice seeking to set-aside the Arbitral Award.
Longley was originally the Director of Sales and Business Operations when he joined the Company in May 2006. Prior to joining Odyssey, Mr. Longley served as Vice President of Sales and Marketing for Public Imagery from 2003 to 2005 and Director of Retail Marketing for Office Depot North American stores from 1998 to 2003.
Longley was originally the Director of Sales and Business Operations when he joined the Company in May 2006. Prior to joining Odyssey, Mr.
On June 4, 2023, Odyssey entered into a purchase agreement to acquire an approximately 13% interest in OML in exchange for a contribution by Odyssey of its interest in its then wholly owned subsidiary, ORI, whose sole asset was a 6,000-meter remotely operated vehicle ("ROV"), cash contributions of up to $10.0 million in a series of transactions over the subsequent year, a Contribution Agreement and an Equity Exchange Agreement.
(“ORI”), whose sole asset was a 6,000-meter remotely operated vehicle (“ROV”), cash contributions of up to $10.0 million in a series of transactions over the following year, a Contribution Agreement and an Equity Exchange Agreement.
The Termination Agreement also did not affect the Equity Exchange Agreement or Contribution Agreement (each as defined above), each of which remains in effect.
The OML Termination Agreement also did not affect the Equity Exchange Agreement or Contribution Agreement.
Joint Venture with Capital Latinoamericano On December 23, 2024, the Company and Capital Latinoamericano, S.A. de C.V.
Subsea Mineral Exploration Projects Phosagmex Project On December 23, 2024, the Company, certain of its affiliates and Capital Latinoamericano, S.A. de C.V.
Recruitment, Retention, Training and Development Odyssey has a long tenured team that continues to attract world class experts.
Additionally, we contract with specialized technicians to perform technical marine survey and recovery operations and from time to time hire subcontractors and consultants to perform specific services. Recruitment, Retention, Training and Development Odyssey has a long tenured team that continues to attract world class experts.
On June 14, 2019, Odyssey and ExO executed an agreement that provided up to $6.5 million in funding for prior, current and future costs of the NAFTA action. On January 31, 2020, this agreement was amended and restated, as a result of which the availability increased to $10.0 million.
Our claim sought compensation on the basis that SEMARNAT’s wrongful repeated denial of authorization has destroyed the value of our investment in violation of NAFTA. On June 14, 2019, Odyssey and ExO executed an agreement that provided up to $6.5 million in funding for prior, current and future costs of the NAFTA action.
Over the next year, OML expects to advance its current Joint Ore Reserve Committee (“JORC”) compliant report, substantially increasing resources reporting to indicated and measured confidence levels and completing its preliminary Feasibility Study, among other important project milestones.
OML has obtained a Joint Ore Reserve Committee (“JORC”) compliant report that substantially increases resources reporting to inferred and indicated confidence levels, and continues to advance toward completing its preliminary Feasibility Study, among other important project milestones it is working to achieve. The summary of OML’s resource assessment is available on its website: www.omlus.com.
The product will be attractive to Mexican and other world producers of fertilizers and can provide important benefits to Mexico's agricultural development. The deposit lies within an exclusive mining concession licensed to the Mexican company Exploraciones Oceánicas S. de R.L. de CV (“ExO”).
The product will be attractive to Mexican and other world producers of fertilizers because it can provide important benefits to Mexico’s and the rest of North America’s agricultural development. The deposit lies within exclusive mining concessions 2 Table of Contents described in more detail below.
In 2012, ExO was granted a 50-year mining license by Mexico (extendable for another 50 years at ExO's option) for the deposit that lies 25-40 km offshore in Baja California Sur. 2 Table of Contents We spent more than three years preparing an environmentally sustainable development plan with the assistance of experts in marine dredging and leading environmental scientists from around the world.
ExO Permit Application We spent more than three years preparing an environmentally sustainable development plan with the assistance of experts in marine dredging and leading environmental scientists from around the world. In 2015, ExO applied for a permit to move forward with the project.
LIHIR Gold Project: The exploration license for the Lihir Gold Project covers a subsea area that contains several prospective gold exploration targets in two different mineralization types: seamount-related epithermal and modern placer gold. Two subaqueous debris fields within the area are adjacent to the terrestrial Ladolam Gold Mine and are believed to have originated from the same volcanogenic source.
Information available on OML’s website, including its technical report summary, is not incorporated into this Quarterly Report. Lihir Gold Project: The exploration license for the Lihir Gold Project covers a subsea area that contains several prospective gold exploration targets in two different mineralization types: seamount-related epithermal and modern placer gold.
Our Beyond Benefits program provides other, non-traditional assistance to employees to help them maintain their unique needs. Diversity, Equity and Inclusion Our ability to retain and recruit employees with diverse backgrounds and perspectives is critical to driving innovation and adapting to future challenges.
Our Beyond Benefits program provides other, non-traditional assistance to employees to help them maintain their unique needs. Health and Safety Odyssey is committed to maintaining an incident-free, healthy work environment for employees and contractors.
We have the ability to earn up to an aggregate of 20.0 million equity units through August 2025. This means we can earn approximately 1.0 million additional equity units in CIC under our current services agreement. We achieved our current equity position through the provision of services rendered to CIC (see Note 5, Investment in Unconsolidated Entities ).
We achieved our current equity position through the provision of services rendered to CIC (see Note 5, Investment in Unconsolidated Entities ). Ocean Minerals, LLC Project: Ocean Minerals LLC (“OML”) is a deepwater critical minerals exploration and development company incorporated in the Cayman Islands.
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Importance of Seabed Mineral Exploration There is growing global demand for critical mineral resources to power the green economy, feed the world's growing population and provide vital infrastructure. Land based deposits of cobalt, manganese, rare earth minerals, phosphorite, gold, silver, copper and zinc are being depleted.
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Importance of Seabed Mineral Exploration Global demand for critical minerals has increased significantly, while existing supply chains face structural constraints and geopolitical risks that may limit their ability to respond at scale. These dynamics affect manufacturers and governments worldwide, including the United States and its allies, and may contribute to supply disruptions and industrial bottlenecks in strategic sectors.
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As the worldwide population continues to grow, it is necessary to explore additional and alternative sources of these much-needed materials to meet increasing forecasted demand.
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Ocean mineral resources represent a potential pathway to diversify global sources of supply when evaluated and developed within established regulatory frameworks. As a U.S.-based company, Odyssey focuses on identifying and responsibly evaluating ocean mineral resources that may contribute to domestic economic resilience, industrial capacity, and national security objectives.
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Climate change and the global transition to a lower carbon economy presents opportunities for Odyssey given the increased demand for raw materials for the future green economy, including those that are or will be required for renewable energy generation and storage.
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Odyssey believes that, when evaluated and developed responsibly and in accordance with applicable environmental and regulatory requirements, ocean mineral resource development may represent a viable and complementary approach to contributing to future global supplies of critical minerals. The Company is focused on advancing seafloor mineral projects with an emphasis on regulatory compliance, environmental stewardship, and long‑term economic viability.
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Furthermore, as the worldwide population continues to grow, it is necessary to explore additional and alternative sources of these much-needed materials. Subsea mineral deposits can provide these critical resources with less social and environmental impact.
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CapLat is key as a local partner in Mexico to develop the Phosagmex Project due to its local knowledge of the Mexican business and political environment and its expertise in the food and agricultural industries.
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We have the expertise and technology to find and access these deposits and to prepare the project for extraction in an economically feasible and environmentally sensitive way.
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Odyssey is a key partner that has expertise critical to the phosphate and fertilizer production project with respect to operations in the Mexican EEZ to extract phosphate ore needed for fertilizer production from the seafloor within the area located in the Gulf of Ulloa of the Baja California Sur Peninsula in the Mexican EEZ, as well as processing phosphate ore into commercially viable products serving the fertilizer industry in Mexican and global markets.
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Considering the benefits of subsea mineral resource extraction, we are convinced that ocean mining will be the best practice for responsible provision of critical resources required worldwide. Odyssey is taking the lead in preparing for this future through the validation and development of environmentally and socially responsible seafloor mineral projects.
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Pursuant to the JV Agreement, on June 4, 2025, the parties formed Phosagmex as a joint venture entity.
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Oceanica Resources, S. de R.L., a Panamanian company (“Oceanica”) owns 99.99% of ExO, and Odyssey owns 56.14% of Oceanica through Odyssey Marine Enterprises, Ltd., a wholly owned Bahamian company (“Enterprises”).
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On June 6, 2025, in accordance with the JV Agreement, the Company’s subsidiary, Exploraciones Oceánicas S. de R.L. de CV (“ExO”), entered into an agreement to transfer its legal rights to the mining concessions described below that include the phosphate ore for the Phosagmex Project to Phosagmex subject to reinstatement of the concessions.
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Key features of the environmental plan included: • No chemicals would be used in the dredging process or released into the sea. • A specialized return down pipe that exceeds international best practices to manage the return of dredged sands close to the seabed, limiting plume or impact to the water column and marine ecosystem (including primary production). • The seabed would be restored after dredging in such a way as to promote rapid regeneration of seabed organisms in dredged areas. • Ecotoxicology tests demonstrated that the dredging and return of sediment to the seabed would not have toxic effects on organisms. • Sound propagation studies concluded that noise levels generated during dredging would be similar to whale-watching vessels, merchant ships and fisherman's ships that already regularly transit this area, proving the system is not a threat to marine mammals. • Dredging is limited to less than one square kilometer each year, which means the project would operate in only a tiny proportion of the concession area each year. • Proven turtle protection measures were incorporated, even though the deposit and the dredging activity are much deeper and colder than where turtles feed and live, making material harm to the species highly remote. • There will be no material impact on local fisheries as fishermen have historically avoided the water column directly above the deposit due to the naturally low occurrence of fish there. • The project would not be visible from the shoreline and would not impact tourism or coastal activities. • Precautionary mitigation measures were incorporated into the development plan in line with best-practice global operational standards. • The technology proposed to recover the phosphate sands has been safely used in Mexican waters for over 20 years on more than 200 projects.
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In 2012, ExO was granted the first of three 50-year mining licenses by Mexico (extendable for another 50 years) for the deposit that lies 25-40 km offshore in Baja California Sur. In October 2024, the Company discovered that the Mexican mining authority unlawfully cancelled ExO’s mining concessions in June and August 2024. ExO challenged the cancellation in November 2024.
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Notwithstanding the factors stated above, in April 2016 the Mexican Ministry of the Environment and Natural Resources (“SEMARNAT”) unlawfully rejected the permit to move forward with the project.
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In September and October 2025, the Tribunal Federal de Justicia Administrativa (“TFJA”) issued orders annulling the 2024 cancellations of the concessions, thereby restoring the legal validity of the concessions. Certain issues relating to concession fees remain under review before a Federal Circuit Tribunal (“Tribunal”).
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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. 3 Table of Contents In October 2024, we discovered that the Mexican mining authority unlawfully cancelled ExO’s mining concessions in June and August 2024. ExO is challenging the cancellation.
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Once the concession fee issues are resolved by the Tribunal, the assignment of the concessions to Phosagmex will be effective. After the concessions have been reinstated and the assignment to Phosagmex is effective, Phosagmex will submit an application for an environmental permit to move forward with the Phosagmex project.
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The JV Agreement also provides that the Company and CapLat have exclusive rights to develop the JV Project, and that CapLat has the exclusive right to develop with the Company any projects in the EEZ owned or developed by the Company during the next five years.
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Although the permit application will be based on the underlying exploration work and environmental research by ExO described below, the application will include certain significant changes to reflect the Phosagmex Project plan.
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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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On November 5, 2025, the Tribunal denied ExO’s appeal of the TFJA’s ruling. Because ExO has transferred the concessions to Phosagmex and does not intend to pursue the project, the Tribunal’s decision does not impact our business or strategic plan to advance this project. As described above, Phosagmex will submit its own environmental permit application when the concessions are reinstated.
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In the event of a termination based on a change of control, the non-terminating party would be entitled to a termination fee of $10.0 million. The JV Agreement also sets forth representations and warranties, covenants, conditions, termination provisions, and other provisions customary for comparable transactions. CIC Project: CIC Limited (“CIC”) is a deep-sea mineral exploration company.
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The set-aside application remains pending as of the date of this report. 3 Table of Contents CIC Project: CIC Limited (“CIC”) is a deep-sea mineral exploration company. CIC is supported by a consortium of companies providing expertise and financial contributions in support of the development of a project in the Cook Islands.
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As of December 31, 2024, we had 11 full-time employees, most working from our corporate offices in Tampa, Florida. Additionally, we contract with specialized technicians to perform technical marine survey and recovery operations and from time to time hire subcontractors and consultants to perform specific services.
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On June 4, 2023, Odyssey entered into a purchase agreement to acquire an approximately 13% interest in OML in exchange for a contribution by Odyssey of its interest in its then wholly owned subsidiary, Odyssey Retriever, Inc.
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As we grow our employee base and expand our work in other countries with diverse local communities, we strive to foster an inclusive company culture through increased training and awareness programs. To date, our primary focus has been on improving gender diversity. Currently, 50% of our employees are female.
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United States Critical Minerals On April 24, 2025, the President of the United States issued Executive Order 14285, titled “Unleashing America’s Offshore Critical Minerals and Resources.” This directive mandates federal agencies to expedite the responsible exploration and development of seabed mineral resources on the outer continental shelf (the “OCS”) of the United States, quantify the nation’s offshore mineral endowment, and reinvigorate domestic leadership in extraction and processing technologies.
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Enhancing gender and racial/ethnic diversity in management and our broader workforce is among Odyssey's priorities for the coming years. When recruiting for senior leadership roles, we aspire to have at least 50% of candidates represent diverse backgrounds. Health and Safety Odyssey is committed to maintaining an incident-free, healthy work environment for employees and contractors.
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The order further prioritizes the establishment of secure domestic supply chains for critical inputs essential to U.S. national security, energy transition, infrastructure modernization, and food security. Odyssey is well positioned to benefit from the regulatory momentum and policy priorities laid out in the executive order.
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Our projects focus on ocean mineral resources that are essential for both agricultural resilience and emerging clean energy technologies. Our subsea mineral exploration experience is directly applicable to all of the projects being considered by the U.S. government. Since 2021, Odyssey has been qualified by the U.S.
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Department of the Interior’s Bureau of Ocean Energy Management (“BOEM”) to acquire and hold a marine minerals lease. Lease applications are subject to agency review and public process, but recent regulatory actions in response to the executive order are expected to accelerate timelines and enhance the transparency and predictability of the permitting process.
Added
We are considering areas with significant mineral prospectivity as determined through our proprietary Global Prospectivity Program. We have high confidence that these areas within the OCS that align directly with the country’s stated goals of producing a sustainable supply of critical minerals that are sourced and processed in the U.S.
Added
Mid-Atlantic Critical Minerals On November 6, 2025, we submitted an Unsolicited Request for Lease Sale of Marine Mineral Exploration and Development Rights to BOEM. Odyssey’s request is among the first under the Outer Continental Shelf Lands Act (OCSLA) of 1953 in U.S. jurisdiction under BOEM’s oversight. The proposed lease area, located within the U.S.
Added
OCS off the Mid-Atlantic coast, is highly prospective for heavy mineral sands rich in titanium, zirconium, rare earth elements, and phosphate. Together, these materials are critical to U.S. national defense, domestic manufacturing, and food security, underpinning U.S. manufacturing and agriculture—from aerospace alloys and smartphones to medical devices and fertilizers.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe expect to continue to face many of the risks and challenges related to the matters that led to the delay in the filing of such Form 10-Q and Form 10-K reports, including the following: • we may fail to remediate material weaknesses in our internal control over financial reporting and other material weaknesses may be identified in the future, which would adversely affect the accuracy and timing of our financial reporting; • failure to timely file our SEC reports and make our current financial information available may place downward pressure on our stock price and result in the inability of our employees to sell the shares of our common stock underlying their awards granted pursuant to our equity compensation plans, which may adversely affect hiring and employee retention; • litigation and claims, and any as regulatory examinations, investigations, proceedings, and orders arising out of our failure to file SEC reports on a timely basis, including the reasons and causes for the delay in filing, could divert management attention and resources from the operation of our business; and • negative reports or actions on our commercial credit ratings would increase our costs of, or reduce our access to, future commercial credit arrangements and limit our ability to refinance existing indebtedness.
Biggest changeWe expect to continue to face some of the risks and challenges related to the matters that led to the delay in the filing of such Form 10-Q and Form 10-K reports, including the following: • litigation and claims, and any as regulatory examinations, investigations, proceedings, and orders arising out of our failure to file SEC reports on a timely basis, including the reasons and causes for the delay in filing, could divert management attention and resources from the operation of our business; and 8 Table of Contents • negative reports or actions on our commercial credit ratings would increase our costs of, or reduce our access to, future commercial credit arrangements and limit our ability to refinance existing indebtedness.
The circumstances leading to the restatement of our previously issued financial statements, and our efforts to investigate, assess, and remediate those matters have resulted in substantial costs in the form of accounting, legal, and similar professional fees, in addition to the substantial diversion of time and attention of our senior management and members of our accounting team in preparing the restated financial statements and information.
The circumstances leading to the restatement of our previously issued financial statements, and our efforts to investigate, assess, and remediate those matters resulted in substantial costs in the form of accounting, legal, and similar professional fees, in addition to the substantial diversion of time and attention of our senior management and members of our accounting team in preparing the restated financial statements and information.
As a result of the restatement, we have become subject to a number of additional risks and uncertainties, which may affect investor confidence in the accuracy of our financial disclosures and may raise reputational issues for our business.
As a result of the prior restatement, we have become subject to a number of additional risks and uncertainties, which may affect investor confidence in the accuracy of our financial disclosures and may raise reputational issues for our business.
Primarily due to the matters that led to our restatement of prior financial statements and the material weaknesses identified in connection therewith, our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, and our Annual Report on Form 10-K for the year ended December 31, 2023, were not timely filed.
Primarily due to the matters that led to our restatement of prior financial statements and the material weakness identified in connection therewith, our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, and our Annual Report on Form 10-K for the year ended December 31, 2023, were not timely filed.
The financing, exploration, development and mining of any of our properties is furthermore subject to a number of macroeconomic, legal and social factors, including commodity prices, laws and 12 Table of Contents regulations, political conditions, currency fluctuations, the ability to hire and retain qualified people, the inability to obtain suitable and adequate machinery, equipment or labor and obtaining necessary services in the jurisdictions in which we may operate.
The financing, exploration, development and mining of any of our properties is furthermore subject to a number of macroeconomic, legal and social factors, including commodity prices, laws and regulations, political conditions, currency fluctuations, the ability to hire and retain qualified people, the inability to obtain suitable and adequate machinery, equipment or labor and obtaining necessary services in the jurisdictions in which we may operate.
These short seller publications are not regulated by any governmental, self-regulatory organization or other official authority in the U.S., are not subject to certification requirements imposed by the SEC and, accordingly, the opinions they express may be based on distortions or omissions of actual facts or, in some cases, fabrications of facts.
These short seller publications are not regulated by any governmental, self-regulatory organization or other official authority in the U.S., are not subject to certification requirements imposed by the SEC and, 11 Table of Contents accordingly, the opinions they express may be based on distortions or omissions of actual facts or, in some cases, fabrications of facts.
If this occurs, the trading price of our common stock could decline, and you could lose all or part of the money you paid to buy our common stock. We face risks related to the recent restatement of our financial information and the material weakness in our internal control over financial reporting.
If this occurs, the trading price of our common stock could decline, and you could lose all or part of the money you paid to buy our common stock. We face risks related to the past restatement of our financial information and the prior material weakness in our internal control over financial reporting.
Seabed mineral extraction work may be subject to interruptions resulting from storms that adversely affect the extraction operations or the ports of delivery. Project planning considers these risks. 9 Table of Contents We may be unable to establish our rights to resources or items we discover or recover.
Seabed mineral extraction work may be subject to interruptions resulting from storms that adversely affect the extraction operations or the ports of delivery. Project planning considers these risks. We may be unable to establish our rights to resources or items we discover or recover.
Further, such operations may be undertaken more safely during certain months of the year than others. We cannot guarantee that we, or the entities we are affiliated with, will be able to conduct exploration, sampling or extractions operations during favorable periods.
Further, such operations may be undertaken more safely during certain months of the year than others. We cannot guarantee that we, or the entities we are affiliated with, will be able to conduct exploration, sampling or 9 Table of Contents extractions operations during favorable periods.
We are subject to various SEC reporting and other regulatory requirements. Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to 7 Table of Contents prevent fraud and material errors in transactions and to fairly present financial statements.
We are subject to various SEC reporting and other regulatory requirements. Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud and material errors in transactions and to fairly present financial statements.
In addition, as a result of the restatement, we identified material weaknesses in our internal controls over financial reporting.
In addition, as a result of the restatement, we identified a material weakness in our internal controls over financial reporting.
We have experienced a loss from operations in every fiscal year since our inception except for the year ended December 31, 2004. Our losses from operations for the years ended December 31, 2024 and 2023, were $12.0 million and $10.3 million, respectively.
We have experienced a loss from operations in every fiscal year since our inception except for the year ended December 31, 2004. Our losses from operations for the years ended December 31, 2025 and 2024, were $12.4 million and $12.0 million, respectively.
However, we remain at risk of a data breach due to the intentional or unintentional non-compliance by a vendor’s employee or agent, the breakdown of a vendor’s data protection processes, or a cyber-attack on a vendor’s information systems or our information systems. Subsea development and operating have inherent risks. Mining operations generally involve a high degree of risk.
However, we remain at risk of a data breach due to the intentional or unintentional non-compliance by a vendor’s employee or agent, the breakdown of a vendor’s data protection processes, or a cyber-attack on a vendor’s information systems or our information systems. 12 Table of Contents Subsea development and operating have inherent risks.
We have concluded that our internal control over financial reporting was not effective as of December 31, 2024, September 30, 2024, June 30, 2024, March 31, 2024, December 31, 2023, and certain prior periods, due to the existence of material weaknesses in our internal control over financial reporting.
We concluded that our internal control over financial reporting was not effective as of September 30, 2025, December 31, 2024, December 31, 2023, and certain prior and interim periods, due to the existence of a material weakness in our internal control over financial reporting.
Although we have undertaken substantial work to maintain effective internal controls and have taken action to remediate the material weaknesses identified in connection with the restatement, we cannot be certain that we will be successful in our remediation efforts or in maintaining adequate internal controls over our financial reporting.
Although we have remediated the material weakness identified in connection with the restatement and have undertaken substantial work to maintain effective internal controls, we cannot be certain that we will be successful in maintaining adequate internal controls over our financial reporting.
In light of the limited risks involved in publishing such information, and the enormous profit that can be made from running just one successful short attack, unless the short sellers become subject to significant penalties, it is more likely than not that disclosed short sellers will continue to issue such reports. 11 Table of Contents Some of our equipment or assets could be seized or we may be forced to sell certain assets.
In light of the limited risks involved in publishing such information, and the enormous profit that can be made from running just one successful short attack, unless the short sellers become subject to significant penalties, it is more likely than not that disclosed short sellers will continue to issue such reports.
Although we have initiated and continue to apply remediation measures to address the identified material weaknesses, we cannot assure that additional material weaknesses in our internal control over financial reporting will not arise or be identified in the future.
Although we have remediated the material weakness, we cannot assure that additional material weaknesses in our internal control over financial reporting will not arise or be identified in the future.
The closing bid price for our common stock must remain at or above $1.00 per share to comply with Nasdaq’s minimum bid requirement for continued listing.
Our common stock is listed on the Nasdaq Capital Market, which imposes, among other requirements, a minimum bid price requirement. The closing bid price for our common stock must remain at or above $1.00 per share to comply with Nasdaq’s minimum bid requirement for continued listing.
If any of the foregoing risks or challenges persists, our business, operations, and financial condition are likely to be materially and adversely affected. 8 Table of Contents We have identified material weaknesses in our internal control over financial reporting and may identify other material weaknesses in our internal control over financial reporting in the future, which could, if not remediated, adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner.
We identified a prior material weakness in our internal control over financial reporting and may identify other material weaknesses in our internal control over financial reporting in the future, which could, if not remediated, adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner.
In accordance with the Nasdaq Listing Rules, the Company has a 180-calendar day period, ending April 28, 2025, to regain compliance with the market capitalization requirement. On November 4, 2024, Nasdaq notified us that we did not meet the $1.00 minimum bid price requirement for 30 consecutive business days, as required under Nasdaq Listing Rule 5550(a)(2).
On November 4, 2024, Nasdaq notified us that we did not meet the $1.00 minimum bid price requirement for 30 consecutive business days, as required under Nasdaq Listing Rule 5550(a)(2).
The sale of the asset may be done in a manner and under circumstances that do not provide the highest cash value for the sale of the asset. We could be delisted from the Nasdaq Capital Market. Our common stock is listed on the Nasdaq Capital Market, which imposes, among other requirements, a minimum bid price requirement.
The loss of such assets could adversely affect our operations. The sale of the asset may be done in a manner and under circumstances that do not provide the highest cash value for the sale of the asset. We could be delisted from the Nasdaq Capital Market.
We have pledged certain assets, such as equipment and shares of subsidiaries, as collateral under our loan agreements. Some suppliers have the ability to seize some of our assets if we do not make timely payments for the services, supplies, or equipment that they have provided to us.
Some suppliers have the ability to seize some of our assets if we do not make timely payments for the services, supplies, or equipment that they have provided to us. If we were unable to make payments on these obligations, the lender or supplier may seize the asset or force the sale of the asset.
Although we have been successful in raising the necessary funds in the past, there can be no assurance we can continue to do so in the future. We depend on key employees and face competition in hiring and retaining qualified employees. Our employees are vital to our success, and our key management and other employees are difficult to replace.
Although we have been successful in raising the necessary funds in the past, there can be no assurance we can continue to do so in the future.
We may not be able to engage highly qualified consultants or vendors in the future, or there may be contract or credit risk relating to engagement of key consultants or vendors, which could adversely affect our business. Technological obsolescence of our marine assets or failure of critical equipment could put a strain on our capital requirements or operational capabilities.
Our technical consultants and subcontractors supplement and complement the work performed by our employees and are difficult to replace. We may not be able to engage highly qualified consultants or vendors in the future, or there may be contract or credit risk relating to engagement of key consultants or vendors, which could adversely affect our business.
We depend on consultants and subcontractors to perform services in certain technical areas, and may face competition and creditor risk in engaging such consultants or vendors. 10 Table of Contents Our technical consultants and subcontractors supplement and complement the work performed by our employees and are difficult to replace.
We may not be able to retain highly qualified employees in the future which could adversely affect our business. We depend on consultants and subcontractors to perform services in certain technical areas, and may face competition and creditor risk in engaging such consultants or vendors.
From time to time, we employ state-of-the-art technology including sonars, magnetometers, ROVs, vessels, and other advanced science and technology to perform seabed mineral exploration. Although we try to maintain back-ups on critical equipment and components, equipment failures may require us to delay or suspend operations.
Technological obsolescence of our marine assets or failure of critical equipment could put a strain on our capital requirements or operational capabilities. From time to time, we employ state-of-the-art technology including sonars, magnetometers, ROVs, vessels, and other advanced science and technology to perform seabed mineral exploration.
In accordance with the Nasdaq Listing Rules, the Company has a 180-calendar day period, ending May 5, 2025, to regain compliance with the minimum bid price requirement. Our failure to regain compliance with the above-mentioned and other Nasdaq continued listing requirements may lead to the delisting of our common from the Nasdaq Capital Market.
Although we regained compliance with both Nasdaq Listing Rules in the second quarter of 2025, we cannot assure that additional that we will be able to maintain compliance with the above-mentioned and other Nasdaq continued listing requirements, which may lead to the delisting of our common from the Nasdaq Capital Market.
We currently do not have employment contracts with the majority of our key employees. We may not be able to retain highly qualified employees in the future which could adversely affect our business.
We depend on key employees and face competition in hiring and retaining qualified employees. 10 Table of Contents Our employees are vital to our success, and our key management and other employees are difficult to replace. We currently do not have employment contracts with the majority of our key employees.
Removed
As a result of those material weaknesses, management determined that our internal control over financial reporting and disclosure controls and procedures were ineffective as of December 31, 2023, that has not been fully remediated as of December 31, 2024.
Added
If any of the foregoing risks or challenges persists, our business, operations, and financial condition are likely to be materially and adversely affected.
Removed
If we were unable to make payments on these obligations, the lender or supplier may seize the asset or force the sale of the asset. The loss of such assets could adversely affect our operations.
Added
Although we try to maintain back-ups on critical equipment and components, equipment failures may require us to delay or suspend operations.
Added
Some of our equipment or assets could be seized or we may be forced to sell certain assets. We have pledged certain assets, such as equipment and shares of subsidiaries, as collateral under our loan agreements.
Added
Mining operations generally involve a high degree of risk.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThird-Party Service Provider Oversight : Our oversight processes include comprehensive due diligence checks for any new third-party service provider and continuous monitoring of our existing MSP firm ’ s activities. We have established protocols for communication and incident response that align with our managed service provider's operations, and industry best practice, ensuring swift action in the face of cybersecurity threats.
Biggest changeThird-Party Service Provider Oversight : Our oversight processes include comprehensive due diligence checks for any new third-party service provider and continuous monitoring of our existing MSP firm’s activities. We have established protocols for communication and incident response that align with our managed service provider’s operations, and industry best practice, ensuring swift action in the face of cybersecurity threats.
We engage a managed services provider (“ MSP”), which provides wide-ranging services including risk assessments, threat detection, monitoring and response strategies, security audits and cybersecurity training. Cybersecurity Processes : We conduct robust cybersecurity processes aligned with the National Institute of Standards Technology (“NIST”) and the Cybersecurity Maturity Model Certification (“CMMC”) protocols.
We engage a managed services provider (“MSP”), which provides wide-ranging services including risk assessments, threat detection, monitoring and response strategies, security audits and cybersecurity training. Cybersecurity Processes : We conduct robust cybersecurity processes aligned with the National Institute of Standards Technology (“NIST”) and the Cybersecurity Maturity Model Certification (“CMMC”) protocols.
In the case of a cybersecurity incident that meets reporting thresholds, the audit committee will be promptly notified and will receive continual updates until the situation is remedied.
In the case of a cybersecurity incident that meets reporting thresholds, the audit committee will be promptly notified and will receive continual updates until the situation is remedied. 15 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

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Removed
ExO Phosphorite Project Summary We have one material mining project, the ExO Phosphorite Project, which is located in the Mexican Exclusive Economic Zone (the “Mexican EEZ”) offshore Baja California Sur, Mexico in the Pacific Ocean.
Removed
The exclusive mining concessions for the ExO 15 Table of Contents Phosphorite Project were granted to Exploraciones Oceánicas S. de R.L. de CV (“ExO”), a Mexican company in which we hold, through other subsidiaries, a 56.14% interest.
Removed
The Primary concession (concession No. 244813) was granted in 2012, and rights for the two additional adjacent concessions (Norte concession No. 242994 and Sur concession No. 242995) were acquired in 2014. Exploration has confirmed the ExO West Phosphorite Deposit lies within the Primary and Norte concessions. The ExO Phosphorite Project currently has no reportable mineral reserves.
Removed
In October 2024, we discovered that the Mexican mining authority unlawfully cancelled ExO’s mining concessions in June and August 2024. ExO is challenging the cancellation. See ExO Phosphate Project in the above Part I, Item 1. Business for additional information.
Removed
Location and Brief Description The ExO Phosphorite Project concession area is a sedimentary marine phosphorite deposit located in the Mexican EEZ offshore Baja California Sur, Mexico in the Pacific Ocean. The property is located using a multi-point polygonal property demarcation bounded by latitudes 26.1°, 25.4°, and longitudes -112.2°, -112.9° WGS 1984.
Removed
The property is roughly 20 to 45 kilometers from shore. Following is a map denoting the three concessions in relation to Baja California Sur, Mexico. Infrastructure and Access There is no material infrastructure located on the property where the concessions are located. Access to the site is by sea-going vessels dispatched from various nearby ports of opportunity.
Removed
Project engineering anticipates use of existing dredging technology to recover the phosphorite ore, including a trailing suction hopper dredger, and on-site mechanical beneficiation using a floating production and storage platform to produce phosphate ore concentrate, none of which introduces chemicals to the marine environment.
Removed
Description of Concessions Total concessions encompass approximately 114,775 hectares of seafloor at a water depth of approximately 80 meters and consist of three concessions in total (see section Location and Brief Description above).
Removed
The concessions were granted to ExO by the Mexican Secretary of Economy, General Coordination of Mining, and are valid for 50 years, with an option for a 50-year extension. The Primary concession was granted in 2012, and rights for the other two concessions (Norte and Sur) were acquired thereafter in 2014.
Removed
To commence further operations on the ExO Phosphorite Project, ExO must obtain approval of its Environmental and Social Impact Assessment ("ESIA") from the Mexican Ministry of Environment and Natural Resources ("SEMARNAT"). In October 2024, we discovered that the Mexican mining authority unlawfully cancelled ExO’s mining concessions in June and August 2024. ExO is challenging the cancellation.
Removed
See ExO Phosphate Project in the above Part I, Item 1. Business for additional information. 16 Table of Contents Work Completed The ExO Phosphorite Project has sufficient data to confirm the geological continuity of the deposit and the estimation of measured, indicated and inferred resource tonnes.
Removed
ExO, through exploration operations conducted by Odyssey, explored the area, characterized the environmental baseline to enable drafting and submittal of the ESIA, and acquired approximately 200 vibracore samples for assay. These cores were split into individual strata core units each of approximately 1 meter length.
Removed
The cores were assayed at Florida Industrial and Phosphate Research Institute ("FIPR") in Bartow, Florida under the guidance of Mr. Henry Lamb.
Removed
Related Matters This Annual Report on Form 10-K does not include a resource estimate for the ExO Phosphorite Project because currently we do not have a technical report summary for the project that meets the requirements of Item 601(b)(96) of Regulation S-K.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS The information contained in “Part IV, Item 15. Note 11, Commitments and Contingencies ” included elsewhere in this Annual Report on Form 10-K is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 17 Table of Contents PART II
Biggest changeITEM 3. LEGAL PROCEEDINGS The information contained in “Part IV, Item 15. Note 11, Commitments and Contingencies ” included elsewhere in this Annual Report on Form 10-K is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 16 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeNo dividends have been declared with respect to our common stock, and we do not anticipate declaring any dividends in the foreseeable future. Unregistered Sales of Equity Securities On December 23, 2024, we 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.
Biggest changeDuring the year ended December 31, 2024, we 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 Form S-1 Registration Statement was filed with the SEC on January 24, 2025, and declared effective on February 7, 2025. Issuer Purchases of Equity Securities There were no repurchases of shares of the Company’s common stock during the year ended December 31, 2024. ITEM 6. [RESERVED] 18 Table of Contents
The Form S-1 Registration Statement was filed with the SEC on January 24, 2025, and declared effective on February 7, 2025. Issuer Purchases of Equity Securities There were no repurchases of shares of the Company’s common stock during the year ended December 31, 2025. ITEM 6. [RESERVED] 17 Table of Contents
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market for the Company’s Common Stock Our common stock is listed on the Nasdaq Capital Market under the symbol “OMEX”. As of March 24, 2025, the number of record holders of our common stock was approximately 111.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market for the Company’s Common Stock Our common stock is listed on the Nasdaq Capital Market under the symbol “OMEX”. As of March 13, 2026, the number of record holders of our common stock was 109.
The aggregate purchase price for the shares, before deduction of the Company’s expenses associated with the transaction, was approximately $4.1 million. The issuance and sale of the shares of common stock were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 thereunder.
The issuance and sale of the shares of common stock were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 thereunder.
This does not include approximately 8,700 stockholders that hold their stock in accounts included in street name with broker/dealers. Dividends Holders of our common stock are entitled to receive such dividends as may be declared by our Board of Directors.
Dividends Holders of our common stock are entitled to receive such dividends as may be declared by our Board of Directors. No dividends have been declared with respect to our common stock, and we do not anticipate declaring any dividends in the foreseeable future.
Added
Unregistered Sales of Equity Securities Administrators and officers (the “Subsidiary D&Os”) of Oceanica and ExO received or accrued the right to receive an aggregate of 1,911,666 member interests of Oceanica (the “Compensation Quotas”) as compensation for their services in those roles over several years.
Added
Odyssey and each of the Subsidiary D&Os entered into Oceanica Equity Exchange Agreements (collectively, the “Oceanica Equity Exchange Agreements”) on June 27, 2025, whereby the Subsidiary D&Os assigned the Compensation Quotas to Odyssey in exchange for shares of Odyssey’s common stock.
Added
This exchange resulted in the transfer of the Subsidiary D&Os interests in Oceanica (via the 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 Agreements.
Added
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 or certain other approvals are obtained by Phosagmex or ExO.
Added
During the year ended December 31, 2025, purchasers under a Securities Purchase Agreement (the “SPA”) entered into by the Company on December 23, 2024, exercised options to purchase 6,975,488 shares of common stock at an exercise price of $1.10 per share, and holders of the March 2023 Warrants, December 2023 Warrants and 2022 Warrants (as defined below) exercised the warrants to purchase an aggregate of 1,318,391 shares of common stock at exercise prices ranging between $1.10 and $1.23 per share.
Added
The Company will use the proceeds of the stock option and warrant exercises in the aggregate amount of $9,138,562 to fund the Company’s operations.
Added
During the year ended December 31, 2025, holders of the March 2023 Notes and December 2023 Notes converted their indebtedness of $14.5 million and $7.3 million, respectively, into 12,051,669 shares and 5,774,691 shares of the Company’s Common Stock, respectively, at exercise prices between $1.10 and $1.66 per share.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

131 edited+67 added−66 removed65 unchanged
Biggest changeThe 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).
Biggest changePayment 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; and (iv) thereafter, 100% to the Claimholder. 32 Table of Contents 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.
Cash used in operating activities is adjusted primarily by non-cash items of $3.7 million, including: (i) $18.9 million in changes in fair value of derivative liabilities, relating primarily to the change in fair value of warrants, OML Put Option, and Litigation financing liability, (ii) $4.2 million of a loss on Termination Agreement, (iii) amortization of deferred discount $3.3 million, (iv) note payable accretion of $2.3 million, (v) share-based compensation of $2.0 million, and (vi) $1.8 million of PIK interest.
Cash used in operating activities is adjusted primarily by non-cash items of $3.7 million, including: (i) $18.9 million in changes in fair value of derivative liabilities, relating primarily to the change in fair value of warrants, the OML Put Option, and the Litigation Financing liability, (ii) $4.2 million of a loss on Termination Agreement, (iii) amortization of deferred discount $3.3 million, (iv) note payable accretion of $2.3 million, (v) share-based compensation of $2.0 million, and (vi) $1.8 million of PIK interest.
As a result, there was a debt discount of $3.7 million, which is amortized over the remaining term of the March 2023 Note Purchase Agreement using the effective interest method, which is charged to interest expense. In connection with the December 2024 amendment discussed below, any unamortized debt discount was written off to interest expense.
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.
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.
December 2024 Amendment - December 2023 Note and Warrant Purchase Agreement On December 20, 2024, the Company and the holders of the December 2023 Securities entered into an Amendment to Note and Warrant Purchase Agreement (the “December 2023 NWPA Amendment”) pursuant to which issued to each of the holders of the December 2023 Securities an Amended and Restated Convertible Promissory Note (the “December 2023 AR Notes”), and the Company and such holders entered into amendments (the “December 2023 Warrant Amendments”) to the December 2023 Warrants.
The inputs are based on management’s good faith but unavoidably subjective assumptions, judgments and estimates regarding the potential outcomes of the NAFTA arbitration case, the potential outcomes and award amounts conditional on Odyssey winning the arbitration, the potential repayment dates, the potential dates on which any proceeds from the arbitration might be received, and certain market inputs such as discount rates.
The inputs are based on management’s good faith but subjective assumptions, judgments and estimates regarding the potential outcomes of the NAFTA arbitration case, the potential outcomes and award amounts conditional on Odyssey winning the arbitration, the potential repayment dates, the potential dates on which any proceeds from the arbitration might be received, and certain market inputs such as discount rates.
Offshore explorations and research commenced in the third quarter of 2022 with positive results in early sampling and testing of vessels and equipment, which informed requirements for viable operational functions as the basis for a longer-term operation over the license period.
Offshore explorations and research commenced in the third quarter of 2022 with positive results in early sampling and testing of vessels and equipment, which informed requirements for ongoing viable operational functions as the basis for a longer-term operation over the license period.
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.
As a result, the conversion option was recorded as a discount on the debt and adjusted to fair value at each reporting period outstanding with changes recognized in Change in derivative liabilities fair value on the consolidated statement of operations.
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.
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.
Under the terms of the second tranche of December 2023 Warrants, the holders have the right for a period of three years after issuance to purchase an aggregate of up to 211,565 shares of our common stock at an exercise price of $7.09 per share, which represents 200.0% of the official closing price of our common stock on the Nasdaq Capital Market immediately preceding the signing of the December 2023 Note Purchase Agreement, upon delivery of a notice of exercise to Odyssey.
Under the terms of the second tranche of December 2023 Warrants, the holders had the right for a period of three years after issuance to purchase an aggregate of up to 211,565 shares of our common stock at an exercise price of $7.09 per share, which represents 200.0% of the official closing price of our common stock on the Nasdaq Capital Market immediately preceding the signing of the December 2023 Note Purchase Agreement, upon delivery of a notice of exercise to Odyssey.
Cash flows used in operating activities for the year ended December 31, 2024 reflected a net income before non-controlling interest of $6.2 million and is adjusted primarily by non-cash items of $3.7 million, and includes other income of $9.8 million from a residual economic interest in a salvaged shipwreck.
Cash flows used in operating activities for the year ended December 31, 2024, reflected a net income before non-controlling interest of $6.2 million and is adjusted primarily by non-cash items of $3.7 million, which includes other income of $9.8 million from our residual economic interest in a salvaged shipwreck.
Operational Update Additional information regarding our announced projects can be found in Part I, Item 1 of this Annual Report on Form 10-K for the year ended December 31, 2024. Only projects that are material in nature or with material status updates are discussed below.
Operational Update Additional information regarding our announced projects can be found in Part I, Item 1 of this Annual Report on Form 10-K for the year ended December 31, 2025. Only projects that are material in nature or with material status updates are discussed below.
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 27 Table of Contents under the March 2023 Purchase Agreement, the March 2023 Notes, and related documents are guaranteed by specified subsidiaries of the Company.
December 2024 Amendment - March 2023 Notes and Warrant Purchase Agreement 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.
The amounts awarded are net of Mexican taxes, and Mexico may not tax the award. The case filings and the award are available on the ICSID website. On December 12, 2024, Mexico commenced an application before the Ontario Superior Court of Justice seeking to set-aside the Arbitral Award.
The amounts awarded are net of Mexican taxes and Mexico may not tax the award. The case filings and the award are available on the ICSID website. On December 12, 2024, Mexico commenced an application before the Ontario Superior Court of Justice seeking to set aside the Arbitral Award. The set-aside application remains pending.
The 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 Notes were modified by the March 2023 AR Notes to, among other things, (a) extend the maturity date to June 30, 2025, and, subject to an amendment of the Company’s December 2023 Notes (as defined below), to December 31, 2025, (b) add a conversion feature pursuant to which the holders had the right to convert the indebtedness under the March 2023 AR Notes into shares of the Company’s common stock at a conversion rate equal to 75% of the 30-day volume weighted average price of the Company’s common stock, provided that the conversion rate would not be less than $1.10 or greater than $2.20.
Pursuant to the JV Agreement, the Company and CapLat will work together to develop the JV Project and, subject to satisfaction of certain conditions, including certain regulatory approvals from Mexican governmental authorities, subsidiaries of each party will invest as equal partners, subject to adjustment based on final contributions, in a newly formed joint venture entity that will own and continue to develop and operate the JV Project.
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.
On December 27, 2023, 37N delivered an exercise notice to us pursuant to which it exercised its right to convert $0.3 million of the outstanding indebtedness under the Note Agreement into shares of our Common Stock.
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.
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.
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.
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.
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 ICEA.
This work produced a high-resolution acoustic terrain model of the seafloor in the area, as well as acquiring acoustic images of subseafloor sediments and lithology. This allowed characterization of the geologic setting of the area and essentially created a "snapshot" of the environment.
This work produced a high-resolution acoustic terrain model of the seafloor in the area, as well as acquiring acoustic images of subseafloor sediments and lithology. This allowed characterization of the geologic setting of the area and essentially created a “snapshot” of the environment.
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.
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.
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 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.
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.
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.
Under the terms of the December 2023 Note Purchase Agreement, 28 Table of Contents 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.
Under the terms of the December 2023 Note Purchase Agreement, we agreed to use the proceeds of the sale of the December 2023 Securities for working capital and other general corporate expenditures and to pay fees and expenses related to the transactions contemplated by the December 2023 Note Purchase Agreement.
The 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 March 2023 AR Notes included limitations on the holders’ right to exercise the conversion feature, including customary limitations intended to ensure compliance with the rules of the Nasdaq Capital Market and a provision that provided the Company with the right to settle any exercise of the conversion feature in cash rather than by issuing shares of common stock.
Emergency Injury Disaster Loan On June 26, 2020, we executed the standard loan documents required for securing an Economic Injury Disaster Loan (the "EIDL Loan") from the United States Small Business Administration (the "SBA"). The principal amount of the EIDL Loan is $0.2 million, with proceeds to be used for working capital purposes.
Emergency Injury Disaster Loan On June 26, 2020, we executed the standard loan documents required for securing an Economic Injury Disaster Loan (the “EIDL Loan”) from the United States Small Business Administration (the “SBA”). The principal amount of the EIDL Loan is $0.2 million, with proceeds to be used for working capital purposes.
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 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.
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 condition relating to amendment of the December 2023 Notes also was satisfied on December 20, 2024, such that the maturity date of the March 2023 AR Notes was December 31, 2025. The March 2023 Warrant Amendments modified the exercise price of the March 2023 Warrants from $3.78 to $1.10.
In April 2019, we filed a claim under the North American Free Trade Agreement (“NAFTA”) arbitration claim against Mexico on behalf of Odyssey and ExO to protect our stockholders’ interests and significant investment in the project.
ExO NAFTA Arbitration In addition, in April 2019, we filed an arbitration claim under the North American Free Trade Agreement (“NAFTA”) against Mexico on behalf of Odyssey and ExO to protect our stockholders’ interests and significant investment in the project.
Financings 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.
Other Financing Arrangement Securities Purchase Agreement On December 23, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company issued and sold an aggregate of 7,377,912 shares of common stock to certain accredited investors at a purchase price of $0.55 per share.
At any time from 31 days after the maturity date, 37N has the option to convert all or a portion of the outstanding amount of the indebtedness into conversion shares equal to the quotient obtained by dividing (A) 120% of the amount of the indebtedness, by (B) the lower of $3.66 or 70% of the 10-day volume-weighted average principal (“VWAP”) market trading price of Common Stock.
At any time from 31 days after the maturity date, 37N has the option to convert all or a portion of the outstanding amount of the indebtedness into conversion shares equal to the quotient obtained by dividing (A) 120% of the amount of the indebtedness, by (B) the lower of $3.66 or 70% of the 10-day VWAP market trading price of Common Stock.
The aggregate purchase price for the shares, before deduction of the Company’s expenses associated with the transaction, was approximately $4.1 million. The proceeds of that sale of common stock, together with other anticipated cash inflows, is expected to provide sufficient operating funds into the second quarter of 2025.
The 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 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 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 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 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 early operations also resulted in preliminary resource sampling, which will ultimately accrue to the resource evaluation and regional environmental assessment. Through a wholly owned subsidiary, we have earned and now hold approximately 14.2% of the current outstanding equity units of CIC issued in exchange for provision of services by the Company.
The early operations also resulted in preliminary resource sampling, that ultimately will accrue to the resource evaluation and regional environmental assessment. Through a wholly owned subsidiary, we have earned and now hold approximately 13.4% of the current outstanding equity units of CIC issued in exchange for the provision of services by the Company.
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.
As of December 31, 2024, the debt instrument and embedded derivatives were recorded on the consolidated balance sheets for $13.1 million in Loans payable – short term and $2.7 million in Debt derivative liability, respectively.
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.
If (a) Proceeds are paid to or received by the Claimholder or its representatives; (b) such Proceeds are promptly distributed by the Claimholder to the Funder in accordance with the terms of the ICEA; and (c) the amount received by the Funder as a result thereof is not sufficient to pay all of the amounts due to the Funder under the ICEA, then, provided that all of the Proceeds which the Funder will ever be entitled to have been paid to or received by the Funder, the Funder shall have no right of recourse or action against the Claimholder or its property, assets, or undertakings, except as otherwise specifically contemplated by the ICEA.
The funder will not have any right of recourse against us unless the environmental permit is awarded or if proceeds are received (See Note 9, Derivative Financial Instruments – Litigation Financing ).
The funder will not have any right of recourse against us unless the environmental permit is awarded or if proceeds are received (See Note 10 – Derivative Financial Instruments ).
Ocean Minerals, LLC Project: Ocean Minerals, LLC (“OML”) is a deepwater critical minerals exploration and development company incorporated in the Cayman Islands. Moana Minerals Limited (“Moana Minerals”) is a wholly owned subsidiary of OML and is a deepwater critical metals exploration and development company incorporated in the Cook Islands with offices and operations based in Rarotonga, Cook Islands.
Moana Minerals Limited (“Moana Minerals”) is a wholly owned subsidiary of OML and is a deepwater critical metals exploration and development company incorporated in the Cook Islands with offices and operations based in Rarotonga, Cook Islands.
Just prior to the change in the Mexican administration later in 2018, SEMARNAT denied the permit a second time in defiance of the court. ExO challenged the decision again before the TFJA. On October 25, 2024, the TFJA announced its ruling in favor of SEMARNAT. ExO expects to appeal the TFJA’s ruling, and the appeal is pending.
Just prior to the change in the Mexican administration later in 2018, SEMARNAT denied the permit a second time in defiance of the court. ExO challenged the decision again before the TFJA. On October 25, 2024, the TFJA announced its ruling in favor of SEMARNAT. ExO appealed the TFJA’s ruling.
In February 2022, the SBMA awarded Moana Minerals a five-year exploration license (“EL3”) for a 23,630 square kilometer area in the Cook Islands’ EEZ.
In February 2022, the SBMA awarded Moana Minerals a five-year exploration license (“EL3”) for a 23,630 square kilometer area in the Cook Islands’ exclusive economic zone.
No timetable has been set for operations to commence, as operational plans are currently being developed. On November 13, 2023, Bismarck received a sixth term renewal for the Bismarck Exploration License. During 2023, Odyssey continued exploration in the exploration license area to continue to validate the geological prospectivity of the property.
No timetable has been set for operations to commence, as operational plans are currently being developed. In March 2026, Bismarck received a seventh term renewal for the Bismarck Exploration License. During 2023, Odyssey continued exploration in the exploration license area to continue to validate the geological prospectivity of the property.
(“CapLat”) entered into a Joint Venture Agreement (the “JV Agreement”) pursuant to which Odyssey and CapLat formed a joint venture to develop a strategic fertilizer production project in Mexico (the “JV Project”) building on the work completed by the Company to validate a high-quality subsea phosphate resource within Mexico’s Exclusive Economic Zone (“EEZ”).
(“CapLat”) entered into a Joint Venture Agreement (the “JV Agreement”), pursuant to which Odyssey and CapLat agreed to work together to develop a strategic fertilizer production project in Mexico (the “Phosagmex Project”) building on the work completed by the Company to validate and quantify a high-quality subsea phosphate resource within Mexico’s Exclusive Economic Zone (the “Mexican EEZ”).
The Termination Agreement terminated the parties’ rights and obligations relating to the Second OML Units, Third OML Units and Optional Units (see Note 5, Investment in Unconsolidated Entities ), but did not affect Odyssey’s ownership of the Initial OML Units or its obligation to pay the lease payments for the ROV (see Note 5, Investment in Unconsolidated Entities ).
The Termination Agreement terminated the parties’ rights and obligations relating to the purchase of additional equity interests in OML, but did not affect Odyssey’s ownership of the Initial OML Units or its obligation to pay the lease payments for the ROV (see Note 5 – Investment in Unconsolidated Entities ).
The initial fair value of the December 2023 Warrants (as defined below) was $2.4 million, resulting in a corresponding discount on the December 2023 Notes which is being amortized over the remaining term of the December 2023 Note Purchase Agreement using the effective interest method, which is charged to interest expense.
The initial fair value of the December 2023 Warrants was $2.4 28 Table of Contents 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.
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.
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.
For the year ended December 31, 2024 and 2023, we recorded $2.3 million and $0.1 million of interest expense from the amortization of the debt discount, respectively, and $50,799 and $3,705 interest from the fee amortization, respectively.
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.
If, at any time after exercising its option to receive funds under either Tranche A or Tranche B of Phase II, the Claimholder wishes to fund the Subject Claim with its own capital ("Self-Funding") (which excludes any Claims Payments made, either directly or indirectly, by any other third party), the Claimholder shall immediately pay to the Funder the Conversion Amount, provided that this requirement shall not apply if, after the Funder has made Claims Payments in an aggregate amount equal to the Maximum Investment Amount, the Funder does not exercise its option to provide Follow-On Funding.
If 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.
Other Cash Flow and Equity Areas General Discussion At December 31, 2024, we had cash of $4.8 million, an increase of $0.8 million from the December 31, 2023 balance of $4.0 million. Financial debt of the company was $22.9 million and $23.3 million at December 31, 2024 and 2023, respectively.
Other Cash Flow and Equity Areas General Discussion At December 31, 2025, we had cash of $3.5 million, a decrease of $1.3 million from the December 31, 2024 balance of $4.8 million. Financial debt of the company was $5.0 million and $22.9 million at December 31, 2025 and 2024, respectively.
In the event of a termination based on a change of control, the non-terminating party would be entitled to a termination fee of $10 million. The JV Agreement also sets forth representations and warranties, covenants, conditions, termination provisions, and other provisions customary for comparable transactions. CIC Project: CIC Limited (“CIC”) is a deep-sea mineral exploration company.
In the event of a termination based on a change of control, the non-terminating party would be entitled to a termination fee of $10.0 million. The JV Agreement also sets forth representations and warranties, covenants, conditions, termination provisions, and other provisions customary for comparable transactions.
The JV Agreement 20 Table of Contents also provides that the Company and CapLat have exclusive rights to develop the JV Project, and that CapLat has the exclusive right to develop with the Company any projects in the EEZ owned or developed by the Company during the next five years.
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.
For the years ended December 31, 2024 and 2023, we recorded $1.8 million and $2.0 million of interest expense from the amortization of the debt discount, respectively, and $44,934 and $53,810 interest from the fee amortization which has been recorded in interest expense, respectively.
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.
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.
Odyssey’s obligations under Note were secured by a security interest in substantially all of Odyssey’s assets (subject to limited stated exclusions). 26 Table of Contents 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.
Financing Activities Cash flows provided by financing activities for the twelve months ended December 31, 2024, was $0.2 million. The $0.2 million primarily consisted of $3.9 million from proceeds from the issuance of common stock, partially offset by $3.0 million of debt obligation payments, $0.5 million of sale leaseback payments and $0.1 million of offering costs paid on financing.
Financing Activities Cash flows provided by financing activities for the year ended December 31, 2025, were $7.7 million and primarily consisted of $7.7 million of proceeds from the issuance of common stock and $1.5 million of proceeds from exercised warrants, partially offset by $0.8 million of debt obligation payments, $0.5 million payments on sale-leaseback financing and $0.1 million of proceeds from the issuance of common stock. 25 Table of Contents Cash flows provided by financing activities for the year ended December 31, 2024, were $0.2 million and primarily consisted of $3.9 million from proceeds from the issuance of common stock, partially offset by $3.0 million of debt obligation payments, $0.5 million of sale-leaseback payments and $0.1 million of offering costs paid on financing.
The total face value of this obligation at December 31, 2024 and 2023 was $13.1 million and $14.9 million, respectively.
The total face value of this obligation at December 31, 2024 was $13.1 million.
The carrying value of the debt was $10.5 million and $13.1 million as of December 31, 2024 and 2023, respectively, which includes of interest Paid In Kind (“PIK”) of $1.2 million and $0.8 million, respectively, and was net of unamortized debt fees of $89,820 and $44,693, net of unamortized debt discount of $1.5 million and $1.7 million, respectively, associated with the fair value of the warrant.
The 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.
In addition, based on the criteria of ASC 480 and ASC 815-15-25-1, the March 2023 AR Notes are classified as a liability on the consolidated balance sheet with a conversion option that is recorded as an embedded derivative.
In addition, based on the criteria of ASC 480, Distinguishing Liabilities from Equity, and ASC 815-15-25-1, Derivatives and Hedging – Embedded Derivatives, the March 2023 AR Notes are classified as a liability on the consolidated balance sheet with the conversion option accounted for as an embedded derivative.
As of both December 31, 2024 and 2023, the Company’s principal balance on the EIDL Loan amounted to $0.2 million and is recorded as Loans payable in the consolidated balance sheets. Vendor Note Payable We currently owe a vendor $0.5 million as an interest-bearing trade payable. This trade payable bears simple annual interest at a rate of 12.0%.
The Company’s principal balance on the EIDL Loan was $0.2 million as of December 31, 2025 and 2024, and is recorded in Loans payable on the consolidated balance sheets. Vendor Note Payable As of December 31, 2024, we were obligated to a vendor under an interest-bearing trade payable, bearing a simple annual interest at a rate of 12.0%.
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.
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.
The non-controlling interest adjustment in the year ended December 31, 2024 was $9.4 million as compared to $9.2 million for the twelve months ended December 31, 2023.
Non-Controlling Interest The non-controlling interest adjustment for the year ended December 31, 2025 was $5.4 million as compared to $9.4 million for the year ended December 31, 2024.
Debt Financing The Company’s consolidated loans payable consisted of the following carrying values at: December 31, 2024 2023 March 2023 Note $ 13,101,995 $ 14,858,816 December 2023 Note 6,550,164 6,000,000 Emergency Injury Disaster Loan 150,000 150,000 Vendor note payable 484,009 484,009 AFCO Insurance note payable 465,138 468,751 Pignatelli Note — 500,000 37N Note — 804,997 Finance liability (Note 16) 4,210,604 4,112,332 Total Loans payable $ 24,961,910 $ 27,378,905 Less: Unamortized deferred lender fee (119,530 ) (106,488 ) Less: Unamortized debt discount (1,906,850 ) (3,955,449 ) Total Loans payable, net $ 22,935,530 $ 23,316,968 Less: Current portion of loans payable (13,084,379 ) (15,413,894 ) Loans payable—long term $ 9,851,151 $ 7,903,074 March 2023 Notes and Warrant Purchase Agreement On March 6, 2023, Odyssey entered into a Note and Warrant Purchase Agreement (the “March 2023 Note Purchase Agreement”) with an institutional investor pursuant to which Odyssey issued and sold to the investor (a) a promissory note (the “March 2023 Note”) 26 Table of Contents in the principal amount of up to $14.0 million and (b) a warrant (the “March 2023 Warrants” and, together with the March 2023 Note, the “March 2023 Securities”) to purchase shares of our Common Stock.
Financings Debt Financing The Company’s consolidated loans payable consisted of the following carrying values at: December 31, 2025 2024 March 2023 Note $ — $ 13,101,995 December 2023 Note — 6,550,164 Emergency Injury Disaster Loan 150,000 150,000 Vendor note payable — 484,009 AFCO insurance note payable 522,356 465,138 Finance obligations (Note 17) 4,323,042 4,210,604 Total Loans payable $ 4,995,398 $ 24,961,910 Less: Unamortized deferred lender fee — (119,530 ) Less: Unamortized debt discount — (1,906,850 ) Total Loans payable, net $ 4,995,398 $ 22,935,530 Less: Current portion of loans payable (1,062,356 ) (13,084,379 ) Loans payable—long term $ 3,933,042 $ 9,851,151 March 2023 Notes and Warrant Purchase Agreement On March 6, 2023, Odyssey entered into a Note and Warrant Purchase Agreement (the “March 2023 Note Purchase Agreement”) with an institutional investor pursuant to which Odyssey issued and sold to the investor (a) a promissory note (the “March 2023 Note”) 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.
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.
As a result, the conversion option was recorded as discount on the debt and adjusted to fair value at each reporting period outstanding with changes recognized through Change in derivative liabilities fair value on the consolidated statement of operations. In addition, the warrants are considered a standalone liability-classified instrument, therefore they are unlinked from the debt and considered separate instruments.
The estimate reported as the fair value is sensitive to the methods, assumptions, judgments and estimates underlying the fair value calculations because the use of different probabilities regarding potential case outcomes, potential awards, repayment dates, discount rates, or other estimated assumptions, or another method of reporting the fair value from within the calculated range, could result in a significantly or materially different estimated fair value being reported. 35 Table of Contents The fair values of the 2022 Warrants (as defined below) and the December 2023 Warrants, which are accounted for as derivative liabilities, were estimated using a Black-Scholes valuation model.
The estimate reported as the fair value is sensitive to the methods, assumptions, judgments and estimates underlying the fair value calculations because the use of different probabilities regarding potential case outcomes, potential awards, repayment dates, discount rates, or other estimated assumptions, or another method of reporting the fair value from within the calculated range, could result in a significantly or materially different estimated fair value being reported.
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 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.
Throughout 2024, 37N delivered exercise notices as follows: 30 Table of Contents • 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.
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.
The fair value of the embedded derivative liability related to the share settled redemption feature recognized in connection with the 37N Note is determined using the with-and-without valuation method.
If the volatility rate or risk-free interest rate were to change, the value of the warrants would be impacted. The fair value of the embedded derivative liability related to the share settled redemption feature recognized in connection with the 37N Note is determined using the with-and-without valuation method.
Risk–free interest rates are calculated based on risk–free rates for the appropriate term. The expected life is estimated based on contractual terms as well as expected exercise dates. The dividend yield is based on the historical dividends issued by us. If the volatility rate or risk-free interest rate were to change, the value of the warrants would be impacted.
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 carrying value of the debt was $5.8 million and $3.7 million as of December 31, 2024 and 2023, respectively, and was net of unamortized debt fees of $29,710 and $61,795, respectively, and net of unamortized debt discount of $0.5 million and $2.3 million, respectively, associated with the fair value of the warrant.
The carrying value of the debt was $6.0 million as of December 31, 2024, and was net of unamortized debt fees of $29,710, and net of unamortized debt discount of $0.5 million, associated with the fair value of the warrant. The total face value of this obligation at December 31, 2024 was $6.6 million, respectively.
Other Financing Arrangement Litigation Financing On June 14, 2019, Odyssey and Exploraciones Oceánicas S. de R.L. de C.V., our Mexican subsidiary ("ExO" and, together with Odyssey, the "Claimholder"), and Poplar Falls LLC (the "Funder") entered into an International Claims Enforcement Agreement (the "Agreement"), pursuant to which the Funder agreed to provide funding to the Claimholder to facilitate the prosecution and recovery of the claim by the Claimholder against the United Mexican States under Chapter Eleven of the North American Free Trade Agreement ("NAFTA") for violations of the Claimholder's rights under NAFTA related to the development of an undersea phosphate deposit off the coast of Baja Sur, Mexico (the "Project"), on our own behalf and on behalf of ExO and United Mexican States (the "Subject Claim").
Litigation Financing On June 14, 2019, Odyssey and Exploraciones Oceánicas S. de R.L. de C.V., our Mexican subsidiary (“ExO” and, together with Odyssey, the “Claimholder”), and Poplar Falls LLC (the “Funder”) entered into an International Claims Enforcement Agreement (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”).
The exercise price per share is $3.99, and the Funder can exercise the warrant to purchase the number of shares of our common stock equal to the dollar amount of Arbitration Support Funds provided to us pursuant to the Restated Agreement divided by the exercise price per share (subject to customary adjustments and limitations); and • All other terms in the Restated Agreement are substantially the same as in the original Agreement.
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 fair value of the derivative is an inherently uncertain estimate because almost none of the inputs used in calculating the estimate–other than amounts funded–is objectively quantifiable.
Determination of the fair value of the derivative required significant judgment, assumptions and estimates regarding the facts and circumstances surrounding the potential liability. The fair value of the derivative is an inherently uncertain estimate because almost none of the inputs used in calculating the estimate, other than amounts funded, is objectively quantifiable.
The resource lies 500-2,000 meters deep in the Papua New Guinea Exclusive Economic Zone off the coast of Lihir Island, adjacent to the location of one of the world’s largest known terrestrial gold deposits.
Two subaqueous debris fields within the area are adjacent to the terrestrial Ladolam Gold Mine and are believed to have originated from the same volcanogenic source. The resource lies 500-2,000 meters deep in the Papua New Guinea Exclusive Economic Zone off the coast of Lihir Island, adjacent to the location of one of the world’s largest known terrestrial gold deposits.
The increase in these amounts is primarily due to the increase in permit fees and other standard operating costs. 24 Table of Contents Liquidity and Capital Resources Year ended December 31, ( in thousands ) 2024 2023 Summary of Cash Flows: Net Cash Provided By (Used In) Operating Activities $ 642 $ (10,170 ) Net Cash Provided By (Used In) Investing Activities (84 ) (1,029 ) Net Cash Provided By (Used In) Financing Activities 212 13,778 Net Increase/(Decrease) In Cash $ 770 $ 2,578 Cash At Beginning Of Period 4,022 1,443 Cash At End Of Period $ 4,792 $ 4,022 Discussion of Cash Flows Operating Activities Net cash provided by operating activities for the year ended December 31, 2024 was $0.6 million.
This primarily resulted from lower permit fees and other standard operating costs. 24 Table of Contents Liquidity and Capital Resources Year ended December 31, ( in thousands ) 2025 2024 Summary of Cash Flows: Net Cash (Used In) Provided By Operating Activities $ (8,849 ) $ 642 Net Cash Used In Investing Activities (174 ) (84 ) Net Cash Provided By Financing Activities 7,747 212 Net (Decrease) Increase In Cash $ (1,276 ) $ 770 Cash At Beginning Of Period 4,792 4,022 Cash At End Of Period $ 3,516 $ 4,792 Discussion of Cash Flows Operating Activities Net cash used in operating activities for the year ended December 31, 2025, was $8.8 million.
On March 6, 2023, the Company recognized the fair value of the March 2023 Warrant using the Black-Scholes valuation technique at $3.7 million and classified the warrants as equity and debt discount of the March 2023 Note.
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.
The total consolidated book value of our assets was approximately $18.5 million at December 31, 2024, which includes cash of $4.8 million. The fair market value of these assets may differ from their net carrying book value. The factors noted above raise doubt about our ability to continue as a going concern.
The total consolidated book value of our assets was approximately $15.8 million at December 31, 2025, which included the cash balance of $3.5 million. The factors noted above raise doubt about our ability to continue as a going concern.
LIHIR Gold Project: The exploration license for the Lihir Gold Project covers a subsea area that contains several prospective gold exploration targets in two different mineralization types: seamount-related epithermal and modern placer gold.
Information available on OML’s website, including its technical report summary, is not incorporated into this Annual Report. Lihir Gold Project: The exploration license for the Lihir Gold Project covers a subsea area that contains several prospective gold exploration targets in two different mineralization types: seamount-related epithermal and modern placer gold.
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.
The SPA further provides the investors with the right, but not the obligation, to purchase an additional 7,220,141 shares of common stock at a purchase price of $1.10 per share at a subsequent closing to be held on April 30, 2025.
The 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.
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.
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.
As inputs into the valuation, we considered the type and probability of occurrence of certain events, the amount of the payments, the expected timing of certain events, and a risk-adjusted discount rate.
As inputs into the valuation, we considered the type and probability of occurrence of certain events, the amount of the payments, the expected timing of certain events, and a risk-adjusted discount rate. Joint Venture As discussed in Note 6 – Joint Venture , the Company contributed concession rights to Phosagmex, subject to reinstatement of the concessions.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item appears beginning on page 41 . ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.
Biggest changeFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item appears beginning on page 40 . ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.

Other OMEX 10-K year-over-year comparisons