ODYSSEY MARINE EXPLORATION INC

Current report

Risks Related to the Proposed Merger with AOM

Current report

Failure to complete the Merger could adversely affect our stock price and our future business and financial results.

Current report

The respective obligations of the parties to the Merger Agreement to complete the Merger are subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement. There can be no assurance that the conditions to completion of the Merger will be satisfied or waived or that the Merger will be completed. If the Merger is not consummated for any reason, our ongoing business may be materially and adversely affected and, without realizing any of the benefits of having completed the Merger, we would be subject to a number of risks, including the following:

Current report

we may experience negative reactions from the financial markets, including adverse effects on the trading price of our common stock, which could affect our ability to secure sufficient financing in the future on attractive terms (or at all) as a standalone company, and from our customers, vendors, regulators and employees;

Current report

we may be required to pay AOM a termination fee of $2.2 million if we fail to consummate the Merger under specified circumstances;

Current report

we will be required to pay certain expenses incurred in connection with the Merger, whether or not the Merger is completed;

Current report

the Merger Agreement places certain restrictions on the operation of our business prior to the closing of the Merger, and such restrictions, the waiver of which is subject to the consent of the other parties, may prevent us from making certain acquisitions, taking certain other specified actions, or otherwise pursuing business opportunities during the pendency of the Merger that we would have made, taken, or pursued if these restrictions were not in place; and

Current report

matters relating to the Merger (including integration planning) will require substantial commitments of time and resources by our management and the expenditure of significant funds in the form of fees and expenses, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us as an independent company.

Current report

In addition, we could be subject to litigation related to any failure to complete the Merger or related to any proceeding to specifically enforce our obligations under the Merger Agreement. If any of these risks materialize, they may materially and adversely affect our business, financial condition, financial results, and stock price.

Current report

We may not realize the anticipated benefits and cost savings of the Merger.

Current report

Although we and AOM will continue to operate independently until the completion of the Merger, the success of the Merger will depend, in part, on our and AOM’s ability to realize the anticipated benefits and cost savings from combining our businesses. The parties’ ability to realize these anticipated benefits and cost savings is subject to certain risks, including, among others:

Current report

the parties’ ability to successfully combine their respective businesses;

Current report

the extent to which the parties will be able to realize the expected synergies, which include realizing potential savings from re-assessing priority assets and aligning investments, eliminating duplication and redundancy, adopting an optimized operating model between both companies and leveraging scale, and creating value resulting from the combination of our and AOM’s businesses;

Current report

the possibility that the aggregate consideration being paid for AOM is greater than the value we will derive from the Merger;

Current report

the reduction of cash available for operations and other uses;

Current report

the assumption of known and unknown liabilities of AOM; and

Current report

the possibility of costly litigation challenging the Merger.

Current report

If we and AOM are not able to successfully integrate our businesses within the anticipated time frame, or at all, the anticipated cost savings, synergies, operational efficiencies and other benefits of the Merger may not be realized fully or may take longer to realize than expected, and the combined company may not perform as expected.

Current report

Integrating our business with AOM’s may be more difficult, time‑consuming, or costly than expected.

Current report

We and AOM have operated and, until completion of the Merger, will continue to operate, independently, and there can be no assurance that our businesses can be integrated successfully. It is possible that the integration process could result in the loss of key employees, the disruption of one or both companies’ ongoing businesses or unexpected integration issues, such as higher‑than‑expected integration costs and an overall post‑completion integration process that takes longer than originally anticipated.

Current report

In addition, at times, the attention of certain members of our management and AOM’s management, and the resources of each company, may be focused on completion of the Merger and the integration of the businesses of the two companies and diverted from day‑to‑day business operations, which may disrupt ongoing operations and, consequently, the business of the combined company.

Current report

We and AOM will be subject to business uncertainties and contractual restrictions while the Merger is pending.

Current report

Uncertainty about the effect of the Merger on employees and others may have an adverse effect on us or AOM and, consequently, on the combined company after the Closing. These uncertainties may impair our and AOM’s ability to retain and motivate key personnel and could cause customers, vendors and others that deal with us or AOM, as applicable, to defer or decline entering into contracts with us or AOM, or making other decisions concerning us or AOM, or to seek to change existing business relationships. In addition, if key employees depart because of uncertainty about their future roles and the potential complexities of the Merger, our and AOM’s businesses could be harmed. Furthermore, the Merger Agreement places certain restrictions on the operation of our and AOM’s businesses prior to the Closing, which may delay or prevent us and AOM from undertaking certain actions or business opportunities that may arise prior to the consummation of the Merger.

Current report

The Merger is subject to a number of closing conditions and, if these conditions are not satisfied, the Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed. In addition, the parties have the right to terminate the Merger Agreement under other specified circumstances, in which case the Merger would not be completed.

Current report

The Merger is subject to a number of closing conditions and, if these conditions are not satisfied or waived (to the extent permitted by law), the Merger will not be completed.

Current report

These conditions include, among others: (a) the absence of certain legal impediments, (b) the effectiveness of the registration statement on Form S‑4 relating to the Merger, (c) obtaining the required approvals of Odyssey and AOM stockholders with respect to the Merger, and (d) the approval of the listing on Nasdaq of the shares to be issued in the Merger. In addition, each party’s obligation to complete the Merger is subject to the accuracy of the other parties’ representations and warranties in the Merger Agreement, and the other parties’ compliance, in all material respects, with their respective covenants and agreements in the Merger Agreement.

Current report

The conditions to the Closing may not be fulfilled and, accordingly, the Merger may not be completed. In addition, if the Merger is not consummated by October 8, 2026 (subject to extension by either us or AOM in certain circumstances, including an initial extension of two months and a further extension of 30 days if the extending party determines in good faith that the remaining closing conditions are capable of being satisfied), any party may choose not to proceed with the Merger. Moreover, the parties can mutually decide to terminate the Merger Agreement at any time prior to the consummation of the Merger, before or after receipt of the required approval of our stockholders, and each party may elect to terminate the Merger Agreement in certain other circumstances. If the Merger Agreement is terminated, we may incur substantial fees and expenses in connection with such termination and will not realize the anticipated benefits of the Merger.

Current report

Following completion of the Merger and related transactions, our current stockholders are expected to own approximately 6.7% of the combined company. Consequently, our stockholders, as a group, will have reduced ownership and voting power in the combined company compared to their current ownership and voting power in us and will be able to exercise less collective influence over our management and policies than they currently exercise.

Current report

The Merger Agreement contains provisions that make it more difficult for us to enter into alternative transactions. The Merger Agreement contains certain provisions that restrict, subject to certain exceptions, our ability to solicit or facilitate proposals from third parties with respect to transactions involving the financing or sale of our company or to provide non‑public information to, or otherwise participate or engage in discussions or negotiations with, third parties or take certain other actions that would reasonably be expected to lead to a third‑party acquisition proposal. Further, there are only limited exceptions to our board of directors’ agreement not to change its recommendation in favor of the Merger.

Current report

We and AOM will incur significant transaction and Merger‑related transition costs in connection with the Merger.

Current report

We and AOM expect that we will incur significant, non‑recurring costs in connection with consummating the Merger and integrating the operations of the two companies post‑Closing. We and/or AOM may incur additional costs to retain key employees. We and/or AOM will also incur significant fees and expenses relating to financing arrangements and legal services (including any costs that would be incurred in defending against any potential class action lawsuits and derivative lawsuits in connection with the Merger if any such proceedings are brought), accounting, and other fees and costs associated with consummating the Merger. Some of these costs are payable regardless of whether the Merger is completed.

Current report

OML Equity Exchange Agreement

Current report

As previously disclosed, on April 8, 2026, in connection with the Merger Agreement, Odyssey, OML, and certain of the members of OML (the “OML Members”) entered into an equity exchange agreement (the “OML Equity Exchange Agreement”), which provides that, on or prior to May 6, 2026, OML Members may elect to exchange their OML Units for shares of Odyssey Common Stock as soon as practicable after the effective date of the Proposed Merger. In exchange for their OML Units, Odyssey will deliver to each of the OML Members a number of shares of Odyssey Common Stock equal to the number of OML Units such OML Member elects to exchange multiplied by a fraction, the numerator of which is $20.45, being the agreed value per unit of OML Units, and the denominator of which is $1.10 (as may be adjusted for any reverse stock split of Odyssey Common Stock), being the price per share of Odyssey Common Stock to be paid by investors in the PIPE Financing, subject to further adjustment in certain circumstances.

Current report

As of the date of this Quarterly Report on Form 10-Q, OML Members have agreed to exchange an aggregate 4,877,900 OML Units for 90,684,596 shares of Odyssey Common Stock (without giving effect to any reverse stock split or other adjustment).

Current report

CIC Equity Exchange Agreement

Current report

As previously disclosed, on April 8, 2026, in connection with the Merger Agreement, Odyssey, CIC, and certain of the stockholders of CIC (the “CIC Stockholders”) entered into an equity exchange agreement (the “CIC Equity Exchange Agreement”), which provides that CIC Stockholders may elect to exchange their shares of common stock of CIC (“CIC Shares”) for shares of Odyssey Common Stock on or prior to May 6, 2026 (as extended for two CIC Stockholders) as soon as practicable after the effective date of the Proposed Merger. In exchange for their CIC Shares, Odyssey will deliver to each of the CIC Stockholders a number of shares of Odyssey Common Stock equal to the number of CIC Shares such CIC Stockholder wishes to exchange multiplied by a fraction, the numerator of which is $1.22, being the agreed value per CIC Share, and the denominator of which is $1.10 (as may be adjusted for any reverse stock split of Odyssey Common Stock), being the price per share of Odyssey Common Stock paid by investors in the PIPE Financing, subject to further adjustment in certain circumstances and certain limits to comply with the applicable listing rules.

Current report

As of the date of this Quarterly Report on Form 10-Q, CIC Stockholders have agreed to exchange an aggregate 39,403,671 CIC Shares for 43,702,254 shares of Odyssey Common Stock (without giving effect to any reverse stock split or other adjustment), and, if the elections of the two CIC Stockholders that received extensions as described above are completed, an additional 1,500,000 CIC Shares would be exchanged for 1,663,637 shares of Odyssey Common Stock.

Current report

The shares of Odyssey Common Stock issuable pursuant to the OML Equity Exchange Agreement and the CIC Equity Exchange Agreement are expected to be issued in transactions exempt from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended.

Previous report

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. 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.

Previous report

During the third quarter of 2025, purchasers under the SPA exercised options to purchase 4,373,893 Additional SPA Shares at an exercise price of $1.10 per share. The Company will use the proceeds of the stock option in the aggregate amount of $4,811,282 to fund the Company’s operations.

Previous report

During the third quarter of 2025, holders of the March 2023 Notes and December 2023 Notes converted their indebtedness of $11,336,641 and $4,198,974, respectively, into 9,900,464 shares and 3,617,194 shares of the Company’s Common Stock, respectively, at exercise prices between $1.10 and $1.29 per share.