ODYSSEY MARINE EXPLORATION INC

Previous 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.

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 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 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.

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 commercially viable basis (essentially a standard dredging operation). The product will be attractive to Mexican and other world producers of fertilizers because it can provide important benefits to Mexico’s and the rest of North America’s agricultural development. The deposit lies within exclusive mining concessions described in more detail below.

Previous wording

Pursuant to the JV Agreement, on June 4, 2025, the parties formed Phosagmex as a joint venture entity. On June 6, 2025, in accordance with the JV Agreement, the Company’s subsidiary, Exploraciones Oceánicas S. de R.L. de CV (“ExO”) entered into an agreement to transfer its legal rights to mining concessions that include the phosphate ore for the Phosagmex Project to Phosagmex subject to reinstatement of the concessions.

Current wording

Pursuant to the JV Agreement, on June 4, 2025, the parties formed Phosagmex as a joint venture entity. On June 6, 2025, in accordance with the JV Agreement, the Company’s subsidiary, Exploraciones Oceánicas S. de 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.

Previous 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.

Current wording

In 2012, ExO was granted the first of three 50-year mining licenses by Mexico (extendable for another 50 years) for the deposit that lies 25-40 km offshore in Baja California Sur. In October 2024, the Company discovered that the Mexican mining authority unlawfully cancelled ExO’s mining concessions in June and August 2024. ExO challenged the cancellation in November 2024. In September and October 2025, the Tribunal Federal de Justicia Administrativa (“TFJA”) issued orders annulling the 2024 cancellations of the concessions, thereby restoring the legal validity of the concessions. Certain issues relating to concession fees remain under review before a Federal Circuit Tribunal (“Tribunal”). Once the concession fee issues are resolved by the Tribunal the assignment of the concessions to Phosagmex will be effective.

Previous wording

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

Current wording

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.

Previous wording

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. 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.

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. ExO challenged the decision in Mexican federal court and in March 2018, the TFJA, an 11-judge panel, ruled unanimously that SEMARNAT denied the application in violation of Mexican law and ordered the agency to re-take its decision. Just prior to the change in the Mexican administration later in 2018, SEMARNAT denied the permit a second time in defiance of the court. 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. 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.

Previous 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.

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 on-going 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. We achieved our current equity position through the provision of services rendered to CIC (see Note 6 – Investment in Unconsolidated Entities).

Current wording

Through a wholly owned subsidiary, we have earned and now hold approximately 14.3% 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

During 2023, Odyssey continued exploration in the exploration license area to continue to validate the geological prospectivity of the property. In addition to examining the regional geological and tectonic settings of the region, additional multibeam data and 127 geological samples were collected, and seven ROV dives were conducted. These activities increased Bismarck’s confidence in the presence of enriched mineral targets within the exploration license area. Likewise, two target sites were identified for future resource sampling. Future exploration will focus on continued sampling in these locations while working towards a defined resource assessment and gathering environmental baseline data to compile an environmental impact assessment.

Current wording

127 geological samples were collected, and seven ROV dives were conducted. These activities increased Bismarck’s confidence in the presence of enriched mineral targets within the exploration license area. Likewise, two target sites were identified for future resource sampling. Future exploration will focus on continued sampling in these locations while working towards a defined resource assessment and gathering environmental baseline data to compile an environmental impact assessment.

Previous wording

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 of the U.S., quantify the nation's offshore mineral endowment, and reinvigorate domestic leadership in extraction and processing technologies. The order further prioritizes the establishment of secure domestic supply chains for critical inputs essential to U.S. national security, energy transition, infrastructure modernization, and food security.

Current wording

On April 24, 2025, the President of the United States issued Executive Order 14285, titled “Unleashing America’s Offshore Critical Minerals and Resources.” This directive mandates federal agencies to expedite the responsible exploration and development of seabed mineral resources on the outer continental shelf (the “OCS”) of the United States, quantify the nation’s offshore mineral endowment, and reinvigorate domestic leadership in extraction and processing technologies. The order further prioritizes the establishment of secure domestic supply chains for critical inputs essential to U.S. national security, energy transition, infrastructure modernization, and food security.

Previous wording

In addition, Odyssey has been qualified by the U.S. Bureau of Ocean Energy Management to acquire and hold a marine minerals lease since 2021, and we will consider submitting lease applications based on the new permitting framework. 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.

Current wording

Odyssey has been qualified by the U.S. Department of the Interior’s Bureau of Ocean Energy Management (“BOEM”) to acquire and hold a marine minerals lease since 2021. Lease applications are subject to agency review and public process, but recent regulatory actions in response to the executive order are expected to accelerate timelines and enhance the transparency and predictability of the permitting process. We are considering areas with significant mineral prospectivity as determined through our proprietary Global Prospectivity Program. We have high confidence that these areas within the OCS that align directly with the country’s stated goals of producing a sustainable supply of critical minerals that are sourced and processed in the U.S.

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, 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.

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. The holders of March 2023 Notes and the December 2023 Notes have exercised their right to convert the notes in full, which alleviated our need for cash to repay the notes on their December 31, 2025 and April 1, 2026 maturity dates. In addition, on December 23, 2024, we entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company issued and sold an aggregate of 7,377,912 shares of Common Stock to certain accredited investors at a purchase price of $0.55 per share. The aggregate purchase price for the shares, before deduction of the Company’s expenses associated with the transaction, was approximately $4.1 million. The proceeds of that sale of Common Stock, together with other anticipated cash inflows, provided sufficient operating funds into the second quarter of 2025. The SPA further provided the investors with the right, but not the obligation, to purchase an additional 7,220,141 shares of Common Stock at a purchase price of $1.10 per share at a subsequent closing to be held on July 31, 2025, or such later date as may be agreed by the Company and the purchasers who purchased at least a majority of the initial shares under the SPA. During the nine months ended September 30, 2025, purchasers exercised their options to purchase 6,975,488 additional shares of Common Stock under the SPA at $1.10 per share, for an aggregate purchase price of $7.7 million. During the nine months ended September 30, 2025, holders of the Company’s warrants to purchase Common Stock exercised their warrants to purchase 460,000 shares of Common Stock at $1.10 per share, for an aggregate purchase price of $0.5 million. Subsequent to September 30, 2025 and through the date of this report, holders of the Company’s warrants to purchase Common Stock exercised their warrants to purchase 740,744 shares of Common Stock at $1.10 per share and 117,648 shares of Common Stock at $1.23 per share, for an aggregate purchase price of $1.0 million. Sales of Common Stock pursuant to stock options and warrants are expected to provide sufficient operating funds through the first quarter of 2026.

Previous 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.

Current wording

Our consolidated non-restricted cash balance at September 30, 2025 was $5.8 million. We have a working capital deficit at September 30, 2025 of $10.2 million. The total consolidated book value of our assets was approximately $17.7 million at September 30, 2025, which includes cash of $5.8 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 revenue generated in each period was a result of performing marine research and project administration services for our customers and related parties. Total revenue for the three months ended June 30, 2025 was $0.1 million, a decrease of $81,000 as compared to $0.2 million for the three months ended June 30, 2024. We do not consider the fluctuation period over period to be significant.

Current wording

The revenue generated in each period was a result of performing marine research and project administration services for our customers and related parties. Total revenue for the three months ended September 30, 2025 was approximately $61,000, a decrease of $0.2 million as compared to $0.2 million for the three months ended September 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 years is a deep-sea mineral exploration company, CIC, which we consider to be a related party because our lead director has an indirect interest in the company (see Note 5 – Related Party Transactions). In addition, during the three 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.

Current wording

One company to which we provided these services in both years is a deep-sea mineral exploration company, CIC, which we consider to be a related party because our lead director has an indirect interest in the company (see Note 5 – Related Party Transactions elsewhere in this Quarterly Report on Form 10-Q). The Company’s Services Agreement with CIC expired on August 1, 2025. In addition, during the three months ended September 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 primarily include all costs within the following departments: Executive, Finance & Accounting, Legal, Information Technology, Human Resources, Marketing & Communications, Sales and Business Development. Marketing, general and administrative expenses for the three months ended June 30, 2025 were $3.8 million, an increase of $1.6 million as compared to the three months ended June 30, 2024. The increase was primarily due to an increase in director fees of $2.2 million in connection with the Mexican Corporate Transactions, partially offset by a decrease of $0.4 million of professional services fees for audit and consulting, a decrease of $0.2 million in legal fees, and a decrease of $56,000 in stock-based compensation.

Current wording

Marketing, general and administrative expenses primarily comprise all costs within the following departments: Executive, Finance & Accounting, Legal, Information Technology, Human Resources, Marketing & Communications, Sales and Business Development. Marketing, general and administrative expenses for the three months ended September 30, 2025 were $1.4 million, a decrease of $0.4 million as compared to the three months ended September 30, 2024. The decrease was primarily due to a decrease of $0.3 million of professional services fees for audit and consulting, a decrease of $91,000 in legal fees, and a decrease of $56,000 in stock-based compensation.

Previous wording

Operations and research expenses are primarily focused on deep-sea mineral exploration, which include minerals research, scientific services, marine operations and project management. Operations and research expenses for the three months ended June 30, 2025 were to $0.7 million, a decrease of $0.3 million as compared to the three months ended June 30, 2024. The decrease was primarily due to $0.6 million of decreased costs associated with licenses and permits, which stopped accruing in June 2024, partially offset by an increase of $0.3 million in professional fees driven by the Mexican Corporate Transactions.

Current wording

Operations and research expenses are primarily focused on deep-sea mineral exploration, which include minerals research, scientific services, marine operations and project management. Operations and research expenses for the three months ended September 30, 2025 were $0.8 million, a decrease of $0.5 million as compared to the three months ended September 30, 2024. The decrease was primarily due to $0.8 million of decreased costs associated with licenses and permits, which stopped accruing in June 2024, partially offset by an increase of $0.3 million in professional fees driven by the Mexican Corporate Transactions.

Previous wording

Total other income/expenses were expenses of $12.8 million and $0.7 million for the three months ended June 30, 2025 and 2024, respectively, resulting in a net expense increase of $12.1 million. The increased loss was attributable to: (i) a $1.8 million increase in the change in fair value of derivative liabilities, relating primarily to the change in fair value of warrants; (ii) $9.4 million of other income in 2024 from our residual economic interest from our legacy shipwreck business that was not present in 2025, and (iii) a $1.2 million decreased foreign exchange income, which were offset by (x) a $0.7 million increase in interest income.

Current wording

Total other income/expenses were expenses of $11.4 million and income $19.1 million for the three months ended September 30, 2025 and 2024, respectively, resulting in a net expense increase of $30.5 million. The increased expense was attributable to: (i) a $28.2 million decrease in the change in fair value of derivative liabilities, relating primarily to the change in fair value of warrants; (ii) $1.4 million increased loss on equity method investments, (iii) $0.4 million of other income in 2024 from our residual economic interest from our legacy shipwreck business that was not present in 2025, and (iv) a $0.6 million decreased foreign exchange income, which were offset by (x) a $0.3 million decrease in interest expense.

Previous 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.

Current wording

The non-controlling interest adjustment for the three months ended September 30, 2025 was $0.4 million as compared to $2.5 million for the three months ended September 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

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Current wording

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Previous 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.

Current wording

Total revenue for the nine months ended September 30, 2025 was $0.3 million, a decrease of $0.3 million as compared to $0.6 million for the nine months ended September 30, 2024. The decrease was mainly related to the expiration of the Services Agreement with CIC.

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 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.

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 indirect interest in the company (see Note 5 – Related Party Transactions). In addition, during the nine months ended September 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 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.

Current wording

Marketing, general and administrative expenses for the nine months ended September 30, 2025 were $7.0 million, a decrease of $1.0 million as compared to $8.0 million for the nine months ended September 30, 2024. The decrease primarily resulted from a decrease of $1.7 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 $2.2 million of director fees in connection with the Mexican Corporate Transactions.

Previous 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.

Current wording

Operations and research expenses for the nine months ended September 30, 2025 were $2.1 million, a decrease of $1.2 million as compared to $3.3 million for the nine months ended September 30, 2024. The decrease is primarily as a result of a $2.0 million decrease in licenses and permits, partially offset by a $0.8 million increase in other professional fees.

Previous 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.

Current wording

Total other income/expense was $22.3 million of expenses and $24.0 million of income for the nine months ended September 30, 2025 and 2024, respectively, resulting in a decrease of $46.4 million.

Previous 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.

Current wording

The decreased total other income/expense was attributable to: (i) $34.6 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) $9.8 million of other income in 2024 from our residual economic interest from our legacy shipwreck business which was not present in 2025, (iii) $2.1 million in decreased foreign exchange income, and (iv) a $1.4 million decrease in the loss on equity method investment. These were partially offset by a $1.5 million increase in interest expense, which includes debt discount amortization.

Previous wording

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

Current wording

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

Previous wording

The non-controlling interest adjustment in the six months ended June 30, 2025 was $4.9 million as compared to $4.8 million for the six months ended June 30, 2024. The substance of this adjustment is primarily due to the decrease in permit fees and other standard operating costs.

Current wording

The non-controlling interest adjustment in the nine months ended September 30, 2025 was $5.4 million as compared to $7.2 million for the nine months ended September 30, 2024. The substance of this adjustment is primarily due to the decrease in permit fees and other standard operating costs.

Previous 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.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2025 was $6.0 million, compared to cash provided of $2.4 million for the nine months ended September 30, 2024.

Previous 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.

Current wording

The net cash used in operating activities for the nine months ended September 30, 2025 reflected a net loss before non-controlling interest of $31.1 million. Cash provided by operating activities was adjusted primarily by non-cash items of $25.2 million, including: (i) $16.1 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 $1.3 million, (iii) note payable accretion of $1.6 million, (iv) $2.2 million exchange in connection with Mexican Corporate Transactions, (v) $1.7 million of PIK interest, (vi) $1.5 million of loss on equity method investment, (vii) $0.2 million of director and consultant compensation paid in stock and (viii) other share-based compensation of $0.1 million,. Other operating activities resulted in an increase in working capital of $0.1 million. This $0.1 million increase includes a $0.2 million increase to accounts payable, a $0.5 million increase to accrued expenses, predominantly related to our NAFTA arbitration, offset by decreases of $0.2 million in accounts receivable and $0.4 million in other assets.

Previous 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.

Current wording

The net cash provided by operating activities reflected a net income before non-controlling interest of $13.4 million, which includes other income of $9.8 million from a residual economic interest in a salvaged shipwreck. Cash provided by operating activities is adjusted primarily by non-cash items of $10.9 million, including: (i) $18.4 million in changes in fair value of derivative liabilities, relating primarily to the change in fair value of warrants and Litigation financing liability, (ii) the amortization of deferred discount $2.9 million, (iii) note payable accretion of $1.8 million, (iv) share-based compensation of $1.7 million, and (v) $1.2 million of PIK interest. Other operating activities resulted in an increase in working capital of $0.2 million. This $0.2 million increase includes a $0.6 million increase to accrued expenses, predominantly related to our NAFTA arbitration, offset by a decrease of $0.5 million in other assets.

Previous 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.

Current wording

Cash flows used in investing activities for the three and nine months ended September 30, 2025 and 2024 consisted of $1,587 and $0.1 million of purchases of property and equipment, respectively.

Previous 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.

Current wording

Cash flows provided by financing activities for the nine months ended September 30, 2025 were $7.2 million, consisting primarily of $7.7 million of proceeds from the issuance of common stock and $0.5 million of proceeds from exercised warrants, offset by $0.5 million of debt obligation payments, $0.4 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 six months ended June 30, 2024 was $0.3 million, consisting primarily of $0.3 million of debt obligation payments.

Current wording

Cash flows used in financing activities for the nine months ended September 30, 2024 was $3.5 million, consisting primarily of $3.5 million of debt obligation payments.

Previous 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.

Current wording

At September 30, 2025, we had cash and cash equivalents of $5.8 million, an increase of $1.0 million from the December 31, 2024 balance of $4.8 million. Financial debt of the company was $10.4 million and $22.9 million at September 30, 2025 and December 31, 2024, respectively.

Previous wording

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 “Securities”) to purchase shares of our Common Stock.

Current wording

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.

Previous wording

On January 30, 2024, the March 2023 Warrants were amended to add a cashless exercise provision. Due to that amendment, the Company determined that the March 2023 Warrants meet the definition of a derivative and are not considered indexed to the Company’s own stock due to the settlement adjustment that provides that the share price input upon cashless exercise is always based on the highest of three prices. As such, starting on January 30, 2024, the March 2023 Warrants are recognized as a derivative liability, which was initially measured at fair value and any subsequent changes in fair value are recognized in earnings in the period incurred.

Current wording

On January 30, 2024, the March 2023 Warrants were amended to add a cashless exercise provision. Due to that amendment, the Company determined that the March 2023 Warrants meet the definition of a derivative and are not considered indexed to the Company’s own stock due to the settlement adjustment that provides that the share price input upon cashless exercise is always based on the highest of three prices. As such, since January 30, 2024, the March 2023 Warrants have been recognized as a derivative liability, which was initially measured at fair value and any subsequent changes in fair value have been recognized in earnings in the period incurred.

Previous 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.

Current wording

The change in fair value of the March 2023 Warrants for the three months ended September 30, 2025 and 2024 was an increase of $1.1 million and a decrease of $5.9 million, respectively, and an increase of $2.4 million and a decrease of $6.2 million for the nine months ended September 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 September 30, 2025 and December 31, 2024 was $3.7 million and $1.9 million, respectively.

Previous 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.

Current wording

For the three months ended September 30, 2025 and 2024, we incurred $0.4 million and $0.5 million, respectively, of interest expense from the amortization of the debt discount, and $27,686 and $12,447, respectively, of interest from the fee amortization, which has been recorded in interest expense on the condensed consolidated statements of operations.

Previous wording

For the six months ended June 30, 2025 and 2024, we incurred $0.7 million and $1.2 million, respectively, of interest expense from the amortization of the debt discount and $54,471 and $36,283, respectively, of interest from fee amortization which has been recorded in interest expense on the condensed consolidated statements of operations.

Current wording

For the nine months ended September 30, 2025 and 2024, we incurred $1.1 million and $1.7 million, respectively, of interest expense from the amortization of the debt discount and $82,158 and $44,493, respectively, of interest from fee amortization, which has been recorded in interest expense on the condensed consolidated statements of operations.