ODYSSEY MARINE EXPLORATION INC

Previous wording

On December 23, 2024, the Company and Capital Latinoamericano, S.A. de C.V. (“CapLat”) entered into a Joint Venture Agreement (the “JV Agreement”) pursuant to which Odyssey and CapLat formed a joint venture to develop a strategic fertilizer production project in Mexico (the “JV Project”) building on the work completed by the Company to validate a high-quality subsea phosphate resource within Mexico’s Exclusive Economic Zone (“EEZ”). Pursuant to the JV Agreement, the Company and CapLat will work together to develop the JV Project and, subject to satisfaction of certain conditions, including certain regulatory approvals from Mexican governmental authorities, subsidiaries of each party will invest as equal partners, subject to adjustment based on final contributions, in a newly formed joint venture entity that will own and continue to develop and operate the JV Project. The JV Agreement also provides that the Company and CapLat have exclusive rights to develop the JV Project, and that CapLat has the exclusive right to develop with the Company any projects in the EEZ owned or developed by the Company during the next five years.

Current wording

On December 23, 2024, the Company, certain of its affiliates and CapLat entered into the JV Agreement, pursuant to which Odyssey and CapLat agreed to work together to develop a strategic fertilizer production project in Mexico (the “Phosagmex Project”) building on the work completed by the Company to validate and quantify a high-quality subsea phosphate resource within Mexico’s Exclusive Economic Zone (the “Mexican EEZ”). Pursuant to the JV Agreement, the Company and CapLat agreed to work together to develop the Phosagmex Project and, subject to satisfaction of certain conditions, including certain regulatory approvals from Mexican governmental authorities, to invest through subsidiaries of each party as equal partners, subject to adjustment based on final contributions in a newly formed joint venture entity that will own and continue to develop and operate the Phosagmex Project. CapLat is key as a local partner in Mexico to develop the project due to its local knowledge of the Mexican business and political environment and its expertise in the food and agricultural industries. Odyssey is a key partner that has expertise critical to the phosphate and fertilizer production project with respect to exploration and dredging 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.

Previous wording

The “Exploraciones Oceánicas” Phosphate Project is a rich deposit of phosphate sands located 70-90 meters deep within Mexico’s Exclusive Economic Zone (“EEZ”). This deposit contains a large amount of high-grade phosphate ore that can be extracted on a financially attractive basis (essentially a standard dredging operation). The product will be attractive to Mexican and other world producers of fertilizers and can provide important benefits to Mexico’s agricultural development.

Current wording

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 a commercially viable basis (essentially a standard dredging operation). The product will be attractive to Mexican and other world producers of fertilizers because it can provide important benefits to Mexico’s agricultural development.

Previous wording

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.

Current wording

The deposit lies within exclusive mining concessions licensed to ExO. In 2012, ExO was granted the first of three 50-year mining licenses by Mexico (extendable for another 50 years at ExO’s option) for the deposit that lies 25-40 km offshore in Baja California Sur.

Previous wording

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).

Current wording

A dredging process that exceeds international best practices to deliver dredging returns to the seabed, limiting plume or impact to the water column and marine ecosystem (including primary production).

Previous wording

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.

Current wording

In 2015, ExO applied for a permit to move forward with the project. Notwithstanding the factors stated above, in April 2016 the Mexican Ministry of the Environment and Natural Resources (“SEMARNAT”) unlawfully rejected the permit application.

Previous wording

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

Current wording

In October 2024, the Company discovered that the Mexican mining authority unlawfully cancelled ExO’s mining concessions in June and August 2024. ExO is challenging the cancellation; the transfer of the legal rights to the mining concessions is subject to reinstatement of the concessions by the Mexican mining authority. The legal proceedings for reinstatement remain pending as of the date of this report.

Previous wording

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. 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. The funder will not have any right of recourse against us unless the environmental permit is awarded or if proceeds are received (See Note 11, Derivative Financial Instruments - Litigation Financing).

Current wording

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. 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. 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).

Previous wording

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

Current wording

On December 12, 2024, Mexico commenced an application before the Ontario Superior Court of Justice seeking to set-aside the Arbitral Award. The set-aside application remains pending as of the date of this report.

Previous wording

CIC Limited (“CIC”) is a deep-sea mineral exploration company. CIC is supported by a consortium of companies providing expertise and financial contributions in support of development of the project. Odyssey is a member of the consortium, which also includes Royal Boskalis Westminster.

Current wording

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

Previous wording

In February 2022, the Cook Islands Seabed Minerals Authority (“SBMA”) awarded CIC a five-year exploration license beginning June 2022. Offshore explorations and research commenced in the third quarter of 2022 with positive results in early sampling and testing of vessels and equipment, which informed requirements for viable operational functions as the basis for a longer-term operation over the license period. The early operations also resulted in preliminary resource sampling, which will ultimately accrue to the resource evaluation and regional environmental assessment.

Current wording

In February 2022, the Cook Islands Seabed Minerals Authority (“SBMA”) awarded CIC a five-year exploration license beginning June 2022 within the Cook Islands’ exclusive economic zone. Offshore explorations and research commenced in the third quarter of 2022 with positive results in early sampling and testing of vessels and equipment, which informed requirements for viable operational functions as the basis for a longer-term operation over the license period. The early operations also resulted in preliminary resource sampling, which will ultimately accrue to the resource evaluation and regional environmental assessment.

Previous wording

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.

Current wording

Through a wholly owned subsidiary, we have earned and now hold approximately 14.2% of the current outstanding equity units of CIC issued in exchange for provision of services by the Company. We achieved our current equity position through the provision of services rendered to CIC (see Note 6 – Investment in Unconsolidated Entities).

Previous wording

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. 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.

Current wording

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. 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.

Previous wording

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 following year, a Contribution Agreement and an Equity Exchange 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. The Termination Agreement terminated the parties’ rights and obligations relating to the Second OML Units, Third OML Units and Optional Units (see Note 5, Investment in Unconsolidated Entities), but did not affect Odyssey’s ownership of the Initial OML Units or its obligation to pay the lease payments for the ROV (see Note 5, Investment in Unconsolidated Entities). The Termination Agreement also did not affect the Equity Exchange Agreement or Contribution Agreement (each as defined above), each of which remains in effect.

Current wording

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 following year, a Contribution Agreement and an Equity Exchange 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. The Termination Agreement terminated the parties’ rights and obligations relating to the Second OML Units, Third OML Units and Optional Units (see Note 6 – 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 6 – Investment in Unconsolidated Entities). The Termination Agreement also did not affect the Equity Exchange Agreement or Contribution Agreement (each as defined above).

Previous wording

The 6,000-meter rated ROV contributed to OML by Odyssey provides OML with an additional tool to advance the project toward eventual applications for an environmental permit and harvesting license when exploration and feasibility studies are completed and demonstrate how harvesting can be done without serious environmental harm. OML continues to advance current Joint Ore Reserve Committee (“JORC”) compliant report, substantially increasing resources reporting to indicated and measured confidence levels and completing its preliminary Feasibility Study, among other important project milestones it is working to achieve.

Current wording

The 6,000-meter rated ROV contributed to OML by Odyssey provides OML with an additional tool to advance the project toward eventual applications for an environmental permit and harvesting license when exploration and feasibility studies are completed and demonstrate how harvesting can be done without serious environmental harm. OML has obtained a Joint Ore Reserve Committee (“JORC”) compliant report that substantially increases resources reporting to inferred and indicated confidence levels, and continues to advance toward completing its preliminary Feasibility Study, among other important project milestones it is working to achieve. The summary of OML’s resource assessment is available on its website: www.omlus.com. Information available on OML’s website, including its technical report summary, is not incorporated into this Quarterly Report.

Previous wording

In December 2024, we amended the March 2023 Notes (as defined below) and the December 2023 Notes (as defined below) to, among other items, extend the maturity date of our obligations, and add a conversion feature, thereby deferring a material cash need. In addition, on December 23, 2024, we entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company issued and sold an aggregate of 7,377,912 shares of Common Stock to certain accredited investors at a purchase price of $0.55 per share. The aggregate purchase price for the shares, before deduction of the Company’s expenses associated with the transaction, was approximately $4.1 million. The proceeds of that sale of Common Stock, together with other anticipated cash inflows, is expected to provide sufficient operating funds into the second quarter of 2025. The SPA further provides the investors with the right, but not the obligation, to purchase an additional 7,220,141 shares of Common Stock at a purchase price of $1.10 per share at a subsequent closing to be held on April 30, 2025, or such later date as may be agreed by the Company and the purchasers who purchased at least a majority of the initial shares under the SPA, provided that the subsequent closing date shall not be later than July 31, 2025. Subsequent to March 31, 2025, and through the date of this filing, 1,452,302 additional shares of Common Stock has been purchased under the SPA at $1.10 per share. Further, on April 28, 2025, the Company entered into an amendment to the SPA to modify the subsequent closing date to be held on May 16, 2025, or such later date as may be agreed by the Company and the purchasers who purchased at least a majority of the initial shares under the SPA, provided that the subsequent closing date shall not be later than July 31, 2025. That subsequent sale of Common Stock, if exercised by the investors under the SPA, is expected to provide sufficient operating funds through at least the fourth quarter of 2025.

Current wording

In December 2024, we amended the March 2023 Notes (as defined below) and the December 2023 Notes (as defined below) to, among other items, extend the maturity date of our obligations, and add a conversion feature, thereby deferring a material cash need. In addition, on December 23, 2024, we entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company issued and sold an aggregate of 7,377,912 shares of Common Stock to certain accredited investors at a purchase price of $0.55 per share. The aggregate purchase price for the shares, before deduction of the Company’s expenses associated with the transaction, was approximately $4.1 million. The proceeds of that sale of Common Stock, together with other anticipated cash inflows, provided sufficient operating funds into the second quarter of 2025. The SPA further provided the investors with the right, but not the obligation, to purchase an additional 7,220,141 shares of Common Stock at a purchase price of $1.10 per share at a subsequent closing to be held on July 31, 2025, or such later date as may be agreed by the Company and the purchasers who purchased at least a majority of the initial shares under the SPA. Subsequent to March 31, 2025, and through the date of this filing, purchasers exercised their options to purchase 6,975,488 additional shares of Common Stock under the SPA at $1.10 per share. Sales of Common Stock pursuant to stock options are expected to provide sufficient operating funds through at least the fourth quarter of 2025.

Previous wording

Our consolidated non-restricted cash balance at March 31, 2025 was $2.5 million. We have a working capital deficit at March 31, 2025 of $20.0 million. The total consolidated book value of our assets was approximately $15.8 million at March 31, 2025, which includes cash of $2.5 million. The fair market value of these assets may differ from their net carrying book value. The factors noted above raise substantial doubt about our ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

Current wording

Our consolidated non-restricted cash balance at June 30, 2025 was $3.6 million. We have a working capital deficit at June 30, 2025 of $26.9 million. The total consolidated book value of our assets was approximately $16.6 million at June 30, 2025, which includes cash of $3.6 million. The fair market value of these assets may differ from their net carrying book value. The factors noted above raise substantial doubt about our ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

Previous wording

The dollar values discussed in the following tables, except as otherwise indicated, are approximations to the nearest thousands and therefore do not necessarily sum in columns or rows. For more detail refer to the Financial Statements in Part I, Item 1.

Current wording

The dollar values discussed in the following tables, except as otherwise indicated, are approximations to the nearest thousands and therefore do not necessarily sum in columns or rows. For more details refer to the Financial Statements in Part I, Item 1.

Previous wording

Due to losses and our net operating loss carryforwards, we did not accrue any taxes in either period ending three months ended March 31, 2025 or 2024.

Current wording

Due to losses and our net operating loss carryforwards, we did not accrue any income taxes for the three months ended June 30, 2025 and 2024.

Previous wording

The non-controlling interest adjustment in the three months ended March 31, 2025 was $2.7 million as compared to $2.6 million for the three months ended March 31, 2024. The substance of these amounts is primarily due to the increase in permits and other standard operating costs. We do not consider the fluctuation period over period to be significant.

Current wording

The non-controlling interest adjustment for the three months ended June 30, 2025 was $2.3 million as compared to $2.2 million for the three months ended June 30, 2024. The substance of this adjustment is primarily due to the decrease in costs relating to permit fees and other standard operating costs.

Previous wording

Total revenue for the three months ended March 31, 2025 was $0.1 million, a decrease of $68,000 as compared to $0.2 million for the three months ended March 31, 2024. We do not consider the fluctuation period over period to be significant.

Current wording

Total revenue for the six months ended June 30, 2025 was $0.3 million, a decrease of $0.1 million as compared to $0.4 million for the six months ended June 30, 2024. We do not consider the fluctuation period over period to be significant.

Previous wording

One company to which we provided these services in both periods is a deep-sea mineral exploration company, CIC, which we consider to be a related party because our lead director has an interest in the company (see Note 5, Related Party Transactions). In addition, during the three months ended March 31, 2025 and 2024, we also provided services to OML, which is also a related party that we account for under the equity method of accounting.

Current wording

One company to which we provided these services in both periods is a deep-sea mineral exploration company, CIC, which we consider to be a related party because our lead director has an interest in the company (see Note 5 – Related Party Transactions). In addition, during the six months ended June 30, 2025 and 2024, we also provided services to OML, which is also a related party that we account for under the equity method of accounting.

Previous wording

Marketing, general and administrative expenses for the three months ended March 31, 2025 were $1.8 million, a decrease of $2.2 million as compared to the three months ended March 31, 2024. The decrease primarily resulted from a decrease of $0.8 million in professional services primarily attributable to audit and consulting fees and a decrease of $1.4 million in non-cash share-based compensation expense.

Current wording

Marketing, general and administrative expenses for the six months ended June 30, 2025 were $5.6 million, a decrease of $0.6 million as compared to $6.2 million for the six months ended June 30, 2024. The decrease primarily resulted from a decrease of $1.2 million in professional services largely attributable to audit, consulting and legal fees and a decrease of $1.5 million in share-based compensation expense. These decreases were partially offset by $2.1 million of director fees in connection with the Mexican Corporate Transactions.

Previous wording

Operations and research expenses for the three months ended March 31, 2025 were $0.6 million, a decrease of $0.3 million as compared to $0.9 million for the three months ended March 31, 2024. The decrease is primarily as a result of a $0.6 million decrease in licenses and permits, offset by a $0.3 million increase in other professional fees.

Current wording

Operations and research expenses for the six months ended June 30, 2025 were $1.3 million, a decrease of $0.6 million as compared to $1.9 million for the six months ended June 30, 2024. The decrease is primarily as a result of a $1.2 million decrease in licenses and permits, partially offset by a $0.5 million increase in other professional fees.

Previous wording

Total other income/expense was a $1.8 million income and a $5.6 million income for the three months ended March 31, 2025 and 2024, respectively, resulting in a net decrease of $3.8 million.

Current wording

Total other income/expense was $11.0 million of expenses and a $4.9 million of income for the six months ended June 30, 2025 and 2024, respectively, resulting in a decrease of $15.9 million.

Previous wording

The decreased income was attributable to: (i) $4.6 million decrease in the change in fair value of derivative liabilities, relating primarily to the change in fair value of warrants, litigation financing liability, and debt conversion embedded derivatives, which were offset by (x) $0.6 million decrease in interest expense, which includes debt discount amortization; (y) $0.1 million of a decrease in the loss on equity method investment, and (z) $61,081 in increased interest income.

Current wording

The decreased total other income/expense was attributable to: (i) $6.4 million of increased loss in the change in fair value of derivative liabilities, relating primarily to the change in fair value of warrants, litigation financing liability, and debt conversion embedded derivatives, (ii) $9.4 million of other income in 2024 from our residual economic interest from our legacy shipwreck business which was not present in 2025 and (iii) $1.3 million in decreased foreign exchange income. These were partially offset by (i) a $0.1 million increase in interest income; (ii) a $0.2 million decrease in the loss on equity method investment, and (iii) a $1.2 million increase in interest expense, which includes debt discount amortization.

Previous wording

Net cash used in operating activities for the three months ended March 31, 2025 was $2.0 million, compared to cash used of $1.7 million for the three months ended March 31, 2024.

Current wording

Net cash used in operating activities for the six months ended June 30, 2025 was $3.9 million, compared to cash provided of $4.0 million for the six months ended June 30, 2024.

Previous wording

The net cash used in operating activities for the three months ended March 31, 2025 reflected a net loss before non-controlling interest of $0.4 million. Cash provided by operating activities was adjusted primarily by non-cash items of $1.4 million, including: (i) $3.2 million in changes in fair value of derivative liabilities, relating primarily to the change in fair value of warrants, litigation financing liability and the debt conversion embedded derivatives, (ii) the amortization of deferred discount $0.4 million, (iii) note payable accretion of $0.5 million, (iv) share-based compensation of $45,742, and (v) $0.5 million of PIK interest. Other operating activities resulted in an increase in working capital of $0.1 million. This $0.1 million increase includes a $0.4 million increase to accrued expenses, predominantly related to our NAFTA arbitration, offset by decreases of $0.2 million in receivable and $0.1 million in other assets.

Current wording

The net cash used in operating activities for the six months ended June 30, 2025 reflected a net loss before non-controlling interest of $17.6 million. Cash provided by operating activities was adjusted primarily by non-cash items of $13.5 million, including: (i) $7.5 million in changes in fair value of derivative liabilities, relating primarily to the change in fair value of warrants, litigation financing liability and the debt conversion embedded derivatives, (ii) the amortization of deferred discount $0.9 million, (iii) note payable accretion of $1.1 million, (iv) share-based compensation of $91,484, and (v) $1.1 million of PIK interest. Other operating activities resulted in an increase in working capital of $0.1 million. This $0.1 million increase includes a $0.1 million increase to accounts payable, a $0.3 million increase to accrued expenses, predominantly related to our NAFTA arbitration, offset by decreases of $0.2 million in accounts receivable and $0.3 million in other assets.

Previous wording

The net cash used in operating activities for the three months ended March 31, 2024 reflected a net income before non-controlling interest of $0.9 million and was adjusted primarily by non-cash items of $4.2 million, which primarily includes (i) share-based compensation of $1.5 million, (ii) amortization of debt discount of $1.0 million, (iii) note payable accretion of $0.4 million, (iv) PIK interest of $0.4 million, (v) loss on equity investment of $0.2 million, (vi) $0.2 million of directors’ compensation settled with share-based instruments, and (vii) amortization of finance liability of $66,939, offset by a gain on changes in our fair valued instruments of $7.9 million and investments in our unconsolidated entities of $0.2 million. Other operating activities resulted in an decrease in working capital of $1.6 million. This $1.6 million decrease includes primarily decreases of $1.0 million in accounts payable, $0.6 million in accrued expenses and other, and $0.2 million in other assets.

Current wording

The net cash provided by operating activities for the six months ended June 30, 2024 reflected a net loss before non-controlling interest of $2.8 million, which includes other income of $9.4 million from a residual economic interest in a salvaged shipwreck. Cash provided by operating activities is adjusted primarily by non-cash items of $7.3 million, including: (i) the amortization of deferred discount $2.0 million, (ii) note payable accretion of $1.2 million, (iii) share-based compensation of $1.6 million, (iv) $1.1 million in changes in fair value of derivative liabilities, and (v) $1.0 million of PIK interest. Other operating activities resulted in an increase in working capital of $0.6 million. This $0.6 million increase includes a $0.7 million increase to accrued expenses, predominantly related to our NAFTA arbitration, offset by a decrease of $0.4 million in other assets.

Previous wording

There were no cash flows used in or provided by investing activities for the three months ended March 31, 2025. Cash flows used in investing activities for the three months ended March 31, 2024 consisted of $0.1 million of purchases of property and equipment.

Current wording

There were no cash flows used in or provided by investing activities for the six months ended June 30, 2025. Cash flows used in investing activities for the six months ended June 30, 2024 consisted of $0.1 million of purchases of property and equipment.

Previous wording

Cash flows used in financing activities for the three months ended March 31, 2025 were $0.4 million, consisting primarily of $0.2 million of debt obligation payments, $0.1 million payments on sale-leaseback financing and $89,315 of offering costs paid on financings.

Current wording

Cash flows used in financing activities for the six months ended June 30, 2025 were $2.7 million, consisting primarily of $2.9 million of proceeds from the issuance of common stock and $0.5 million of proceeds from exercised warrants, offset by $0.3 million of debt obligation payments, $0.3 million payments on sale-leaseback financing and $97,135 of offering costs paid on financings.

Previous wording

Cash flows used in financing activities for the three months ended March 31, 2024 was $0.2 million, consisting primarily of $0.2 million of debt obligation payments.

Current wording

Cash flows used in financing activities for the six months ended June 30, 2024 was $0.3 million, consisting primarily of $0.3 million of debt obligation payments.

Previous wording

At March 31, 2025, we had cash and cash equivalents of $2.5 million, a decrease of $2.3 million from the December 31, 2024 balance of $4.8 million. Financial debt of the company was $23.8 million and $22.9 million at March 31, 2025 and December 31, 2024, respectively.

Current wording

At June 30, 2025, we had cash and cash equivalents of $3.6 million, a decrease of $1.2 million from the December 31, 2024 balance of $4.8 million. Financial debt of the company was $24.7 million and $22.9 million at June 30, 2025 and December 31, 2024, respectively.

Previous wording

The change in fair value of the March 2023 Warrants for the three months ended March 31, 2025 and 2024 was a decrease of $1.0 million and a decrease of $2.5 million, respectively, which has been recorded in the change in derivative liabilities fair value in the condensed consolidated statement of operations. The fair value of the March 2023 Warrants at March 31, 2025 and December 31, 2024 was $0.9 million and $1.9, respectively.

Current wording

The change in fair value of the March 2023 Warrants for the three months ended June 30, 2025 and 2024 was an increase of $2.4 million and an increase of $2.2 million, respectively, and an increase $1.4 million and a decrease of $0.3 million for the six months ended June 30, 2025 and 2024, respectively, which has been recorded in the change in derivative liabilities fair value in the condensed consolidated statement of operations. The fair value of the March 2023 Warrants at June 30, 2025 and December 31, 2024 was $3.3 million and $1.9 million, respectively.

Previous wording

For the three months ended March 31, 2025 and 2024, we incurred $0.4 million and $0.6 million, respectively, of interest expense from the amortization of the debt discount and $27,386 and $16,268, respectively, of interest from the fee amortization which has been recorded in interest expense on the condensed consolidated statements of operations.

Current wording

For the three months ended June 30, 2025 and 2024, we incurred $0.4 million and $0.6 million, respectively, of interest expense from the amortization of the debt discount and $27,386 and $18,141, respectively, of interest from the fee amortization which has been recorded in interest expense on the condensed consolidated statements of operations.

Previous wording

The carrying value of the debt was $12.3 million and $11.6 million as of March 31, 2025 and December 31, 2024, respectively, which includes interest Paid In Kind (“PIK”) of $0.4 million and $1.2 million, respectively, and was net of unamortized debt fees of $82,760 and $0.1 million, net of unamortized debt discount of $1.1 million and $1.5 million, respectively, associated with the fair value of the warrant. The total face value of this obligation on March 31, 2025 and December 31, 2024, was $13.5 million and $13.1 million, respectively. The current interest rate of the March 2023 Notes was 11.0%.

Current wording

The carrying value of the debt was $13.0 million and $11.6 million as of June 30, 2025 and December 31, 2024, respectively, which includes interest Paid In Kind (“PIK”) of $0.7 million and $1.2 million, respectively, and was net of unamortized debt fees of $55,374 and $89,820, net of unamortized debt discount of $0.7 million and $1.5 million, respectively, associated with the fair value of the warrant. The total face value of this obligation on June 30, 2025 and December 31, 2024, was $13.8 million and $13.1 million, respectively. As of June 30, 2025, the current interest rate of the March 2023 Notes was 11.0%.

Previous wording

At March 31, 2025 and December 31, 2024, the debt instrument amounted to $13.5 million and $13.1 million, respectively, and was recorded on the condensed consolidated balance sheets in Loans payable – short term, and the embedded derivative amounted to $0.4 million and $2.7 million, respectively, and was recorded on the condensed consolidated balance sheets in debt derivative.

Current wording

At June 30, 2025 and December 31, 2024, the debt instrument amounted to $13.8 million and $13.1 million, respectively, and was recorded on the condensed consolidated balance sheets in Loans payable – short term, and the embedded derivative amounted to $3.1 million and $2.7 million, respectively, and was recorded on the condensed consolidated balance sheets in debt derivative.

Previous wording

On February 25, 2025, the Company entered into amendments to the March 2023 Notes transaction documents and the December 2023 Notes transaction documents in furtherance of the Company’s post-closing obligations under the December 2024 amendment to the March 2023 Note Purchase Agreement and the January 2025 amendment to the December 2023 Note Purchase Agreement. The amendments included (a) a second amendment to the March 2023 Note Purchase Agreement pursuant to which, among other things, the holders of the March 2023 Notes agreed to a second-priority security interest in certain of the collateral securing the March 2023 Notes; (b) a third amendment to the December 2023 Note Purchase Agreement to address the grant of security interests in additional collateral; (c) an amendment to the security agreement securing the December 2023 Notes, pursuant to which, among other things, the Company granted a second-priority security interest in the collateral securing the March 2023 Notes; and (d) an amended and restated intercreditor agreement with the Collateral Agents addressing the relative interests between them with respect to the shared collateral.

Current wording

On February 25, 2025, the Company entered into amendments to the March 2023 Notes transaction documents and the December 2023 Notes transaction documents in furtherance of the Company’s post-closing obligations under the December 2024 amendment to the March 2023 Note Purchase Agreement and the January 2025 amendment to the December 2023 Note Purchase Agreement. The amendments included (a) a second amendment to the March 2023 Note Purchase Agreement pursuant to which, among other things, the holders of the March 2023 Notes agreed to a second-priority security interest in certain of the collateral securing the March 2023 Notes; (b) a third amendment to the December 2023 Note Purchase Agreement to address the grant of security interests in additional collateral; (c) an amendment to the security agreement securing the December 2023 Notes, pursuant to which, among other things, the Company granted a second-priority security interest in the collateral securing the March 2023

Previous wording

The change in fair value of the December 2023 Warrants for the three months ended March 31, 2025 and 2024 was a decrease of $0.4 million and a decrease of $0.1 million, respectively, which has been recorded in the change in derivative liabilities fair value in the condensed consolidated statement of operations. The fair value of the December 2023 Warrants at March 31, 2025 and December 31, 2024 was $0.4 million and $0.8 million, respectively.

Current wording

The change in fair value of the December 2023 Warrants for the three months ended June 30, 2025 and 2024 was a an increase of $1.2 million and an increase of $1.1 million, respectively, and an increase of $0.8 million and an increase of $1.0 million for the six months ended June 30, 2025 and 2024, respectively, which has been recorded in the change in derivative liabilities fair value in the condensed consolidated statement of operations. The fair value of the December 2023 Warrants at June 30, 2025 and December 31, 2024 was $1.6 million and $0.8 million, respectively.

Previous wording

For the three months ended March 31, 2025 and 2024, we recorded $0.1 million and $0.4 million, respectively, of interest expense from the amortization of the debt discount and $10,154 and $10,877, respectively, of interest from the fee amortization which has been recorded in interest expense on the condensed consolidated statements of operations.

Current wording

For the three months ended June 30, 2025 and 2024, we recorded $0.1 million and $0.4 million, respectively, of interest expense from the amortization of the debt discount and $10,267 and $10,877, respectively, of interest from the fee amortization which has been recorded in interest expense on the condensed consolidated statements of operations.

Previous wording

The carrying value of the debt was $6.3 million and $6.0 million as of March 31, 2025 and December 31, 2024, and was net of unamortized debt fees of $41,294 and $29,710, respectively, net of unamortized debt discount of $0.4 million and $0.5 million, respectively, associated with the fair value of the warrants. The total face value of this obligation at March 31, 2025 and December 31, 2024, was $6.7 million and $6.6 million, respectively. The current interest rate of the December 2023 Notes was 11.0%.

Current wording

The carrying value of the debt was $6.6 million and $6.0 million as of June 30, 2025 and December 31, 2024, and was net of unamortized debt fees of $31,027 and $29,710, respectively, net of unamortized debt discount of $0.3 million and $0.5 million, respectively, associated with the fair value of the warrants. The total face value of this obligation at June 30, 2025 and December 31, 2024, was $6.9 million and $6.6 million, respectively. The current interest rate of the December 2023 Notes was 11.0%.