ODYSSEY MARINE EXPLORATION INC

Previous wording

The following discussion and analysis is intended to provide a narrative of our financial results and an evaluation of our results of operation and financial condition. The discussion should be read in conjunction with our consolidated financial statements, the related notes to the financial statements and our Annual Report on Form 10-K for the year ended December 31, 2024.

Current wording

The following discussion and analysis is intended to provide a narrative of our financial results and an evaluation of our results of operations and financial condition. The discussion should be read in conjunction with our consolidated financial statements, the related notes to the financial statements and our Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

In addition to historical information, this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 regarding the Company’s expectations concerning its future operations, earnings and prospects. On the date the forward-looking statements are made, the statements represent the Company’s expectations, but the expectations concerning its future operations, earnings and prospects may change. The Company’s expectations involve risks and uncertainties and are based on many assumptions that the Company believes to be reasonable, but such assumptions may ultimately prove to be inaccurate or incomplete, in whole or in part. Accordingly, there can be no assurances that the Company’s expectations and the forward-looking statements will be correct. Please refer to the Company’s most recent Annual Report on Form 10-K for a description of risk factors that could cause actual results to differ from the expectations stated in this discussion. Odyssey disclaims any obligation to update any of these forward-looking statements except as required by law.

Current wording

In addition to historical information, this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding the Company’s expectations concerning its future operations, earnings and prospects. On the date the forward-looking statements are made, the statements represent the Company’s expectations, but the expectations concerning its future operations, earnings and prospects may change. The Company’s expectations involve risks and uncertainties and are based on many assumptions that the Company believes to be reasonable, but such assumptions may ultimately prove to be inaccurate or incomplete, in whole or in part. Accordingly, there can be no assurances that the Company’s expectations and the forward-looking statements will be correct. Please refer to the Company’s most recent Annual Report on Form 10-K for a description of risk factors that could cause actual results to differ from the expectations stated in this discussion. Odyssey disclaims any obligation to update any of these forward-looking statements except as required by law.

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 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 Capital Latinoamericano, S.A. de C.V. (“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”). 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 Phosagmex 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

In addition, 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. 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.

Current wording

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. 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.

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 the 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 development of a project in the Cook Islands. 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 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.

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 ongoing viable operational functions as the basis for a longer-term operation over the license period. The early operations also resulted in preliminary resource sampling, that ultimately will accrue to the resource evaluation and regional environmental assessment.

Previous 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).

Current wording

Through a wholly owned subsidiary, we have earned and now hold approximately 13.1% of the current outstanding equity units of CIC issued in exchange for the provision of services by the Company. We achieved our current equity position through the provision of services rendered to CIC (see Note 5 – 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’ exclusive economic zone.

Current wording

Ocean Minerals, LLC (“OML”) is a deepwater critical minerals exploration and development company incorporated in the Cayman Islands. Moana Minerals Limited (“MML”) 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 MML a five-year exploration license (“EL3”) for a 23,630 square kilometer area in the Cook Islands’ exclusive economic zone.

Previous wording

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. 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.

Current wording

MML 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. 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.

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 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).

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 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 Termination Agreement also did not affect the Equity Exchange Agreement or Contribution Agreement.

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 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.

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. MML has obtained a technical resource 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.

Previous wording

Offshore survey and mapping operations commenced in December 2021 in the Papua New Guinea, Lihir license area and was completed in 2022. 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. These activities will help us to further characterize the value of this project and allow informed decision making on how to proceed with environmentally sensitive direct geologic sampling. In the first half of 2023, a comprehensive project plan was designed identifying specific target areas for geological and environmental samples to be collected in future offshore operations. 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.

Current wording

Offshore survey and mapping operations commenced in December 2021 in the Papua New Guinea, Lihir license area and was completed in 2022. 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. These activities will help us to further characterize the value of this project and allow informed decision making on how to proceed with environmentally sensitive direct geologic sampling. In the first half of 2023, a comprehensive project plan was designed identifying specific target areas for geological and environmental samples to be collected in future offshore operations. 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.

Previous 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.

Current 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.

Previous wording

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. Once completed, if the data shows extraction can be carried out responsibly, Odyssey will apply for a mining license.

Current wording

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”). 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.

Previous 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.

Current wording

Since 2021, 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. 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

The proposed lease area, located within the U.S. 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. Additionally, offshore sand and gravel resources from the recovery process can support coastal resiliency efforts.

Current wording

The proposed lease area, located within the U.S. OCS off the Mid-Atlantic coast, is highly prospective for heavy mineral sands rich in titanium, zirconium and rare earth elements. Together, these materials are critical to U.S. national defense, and domestic manufacturing, underpinning U.S. manufacturing and agriculture—from aerospace alloys and smartphones to medical devices. Additionally, offshore sand and gravel resources from the recovery process can support coastal resiliency efforts.

Previous wording

We have experienced several years of net losses and may continue to do so. Our ability to generate net income or positive cash flows for the next twelve months is dependent upon financings, our success in developing and monetizing our interests in mineral exploration entities, and generating income from exploration charters.

Current wording

We have experienced several years of net losses and may continue to do so. Our ability to generate net income or positive cash flows for the next twelve months is dependent upon financings, our success in developing and monetizing our interests in mineral exploration entities, and generating income from contracted services and exploration charters.

Previous 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.

Current wording

Our consolidated non-restricted cash balance at March 31, 2026 was $2.1 million. We have a working capital deficit at March 31, 2026 of $10.6 million. The total consolidated book value of our assets was approximately $13.4 million at March 31, 2026, which includes cash of $2.1 million.

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 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.

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 March 31, 2026 was approximately $23,000, a decrease of $0.1 million as compared to $0.1 million for the three months ended March 31, 2025. The decrease was primarily due to the expiration of the Services Agreement with CIC in the second quarter of 2025.

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 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.

Current wording

OML, to which we provided marine services in both periods, is a deep-sea mineral exploration company that we consider to be a related party (see Note 4 – Related Party Transactions). CIC, also a deep-sea mineral exploration company and a related party, was an additional customer in the three months ended March 31, 2025; the Services Agreement with CIC expired in the second quarter of 2025.

Previous 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.

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 March 31, 2026 were $5.8 million, an increase of $4.0 million as compared to the three months ended March 31, 2025. The increase was primarily due to increased expenses in connection with the AOM Merger Agreement.

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 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.

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 March 31, 2026 were $0.7 million, an increase of $0.1 million as compared to the three months ended March 31, 2025. The increase was primarily due to small increases in compensation, professional services and travel, partially offset by a small decrease in repairs and maintenance.

Previous 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.

Current wording

Total other income/expenses were expenses of $6.6 million and income $1.8 million for the three months ended March 31, 2026 and 2025, respectively, resulting in a net income increase of $4.8 million. The increased expense was attributable to: (i) a $4.3 million increase in the change in fair value of derivative liabilities, relating primarily to the change in fair value of warrants and litigation financing and (ii) a $1.0 million decrease in interest expense, net of interest income; which were offset by (x) $0.4 million increased loss on equity method investments, and (y) a $85,053 increased foreign exchange expense.

Previous 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.

Current wording

The non-controlling interest adjustment for the three months ended March 31, 2026 was $0.2 million as compared to $2.7 million for the three months ended March 31, 2025. The substance of this adjustment is primarily due to the decrease in costs relating to permit fees and other standard operating costs.

Previous 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.

Current wording

Net cash used in operating activities for the three months ended March 31, 2026 was $3.8 million, compared to cash used of $2.0 million for the three months ended March 31, 2025.

Previous 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.

Current wording

The net cash used in operating activities for the three months ended March 31, 2026 reflected a net income before non-controlling interest of $0.2 million. Cash provided by operating activities was adjusted primarily by non-cash items of $6.5 million, including: (i) $7.5 million in changes in fair value of derivative liabilities, relating primarily to the change in fair value of warrants and litigation financing liability, (ii) $0.2 million of amortization of the finance liability, (iii) $0.3 million of director and consultant compensation paid in stock, (iv) $0.4 million of loss on equity method investment, and (v) other share-based compensation of $0.2 million. Other operating activities resulted in a decrease in working capital of $2.5 million. This $2.5 million decrease includes a $0.8 million increase to accounts payable, a $1.5 million increase to accrued expenses, and decreases of $0.0 million in accounts receivable and $0.2 million in other assets.

Previous 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.

Current 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.

Previous 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.

Current wording

Cash flows provided by financing activities for the three months ended March 31, 2026 were $2.4 million, consisting primarily of $2.6 million of proceeds from the exercise of warrants and $74,538 of proceeds from the issuance of common stock, partially offset by $0.2 million of debt obligation payments and $0.1 million of payments on financing obligations.

Previous 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.

Current wording

Cash flows used in financing activities for the three months ended March 31, 2025 was $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.

Previous 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.

Current wording

At March 31, 2026, we had cash and cash equivalents of $2.1 million, a decrease of $1.4 million from the December 31, 2025 balance of $3.5 million. Financial debt of the company was $4.9 million and $5.0 million at March 31, 2026 and December 31, 2025, 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 “March 2023 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”) and (b) a warrant to purchase shares of our Common Stock (the “March 2023 Warrants”).

Previous 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.

Current wording

The change in fair value of the March 2023 Warrants for the three months ended March 31, 2026 and 2025 was a decrease of $1.0 million and a decrease of $1.0 million, 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, 2026 and December 31, 2025 was zero and $2.2 million, respectively.

Previous 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.

Current wording

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

Previous wording

On December 1, 2023, we entered into a Note and Warrant Purchase Agreement (the “December 2023 Note Purchase Agreement”) with institutional investors pursuant to which we issued and sold to the investors (a) a series of promissory notes (the “December 2023 Notes”) in the aggregate principal amount of up to $6.0 million and (b) two tranches of warrants (the “December 2023 Warrants” and, together with the December 2023 Notes, the “December 2023 Securities”) to purchase shares of our Common Stock.

Current wording

On December 1, 2023, Odyssey entered into a Note and Warrant Purchase Agreement (the “December 2023 Note Purchase Agreement”) with institutional investors pursuant to which we issued and sold to the investors (a) a series of promissory notes (the “December 2023 Notes”) and (b) two tranches of warrants to purchase shares of our Common Stock (the “December 2023 Warrants”).

Previous wording

The change in fair value of the December 2023 Warrants for the three months ended September 30, 2025 and 2024 was a an increase of $1.2 million and a decrease of $2.7 million, respectively, and an increase of $2.0 million and a decrease of $1.7 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 December 2023 Warrants at September 30, 2025 and December 31, 2024, was $2.8 million and $0.8 million, respectively.

Current wording

The change in fair value of the December 2023 Warrants for the three months ended March 31, 2026 and 2025 was a decrease of $1.7 million and a decrease of $0.4 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, 2026 and December 31, 2025, was $0.3 million and $2.1 million, respectively.

Previous wording

For the three months ended September 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 $10,380 and $10,996, 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 March 31, 2025, we recorded $0.1 million of interest expense from the amortization of the debt discount and $10,154 of interest from the fee amortization which has been recorded in interest expense on the condensed consolidated statements of operations.

Previous wording

There have been no material changes in our critical accounting estimates since December 31, 2024, except as described below.

Current wording

There have been no material changes in our critical accounting estimates since December 31, 2025.