ODYSSEY MARINE EXPLORATION INC

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

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. 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. 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. 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.

During the second quarter of 2025, purchasers under the SPA exercised options to purchase 2,601,595 Additional SPA Shares of the Company’s common stock at an exercise price of $1.10 per share, and holders of the March 2023 Warrants exercised the warrants to purchase 460,000 shares of the Company’s common stock at an exercise price of $1.10 per share. The Company will use the proceeds of the stock option and warrant exercises in the aggregate amount of $3,529,754 to fund the Company’s operations.

ITEM 3. Defaults Upon Senior Securities

None.