ODYSSEY MARINE EXPLORATION INC

Except for those described below related to the Proposed Merger with AOM, there have been no material changes to our principal risks that we believe are material to our business, results of operations and financial condition, from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Investors should consider such risk factors prior to making an investment decision with respect to the Company’s securities.

Risks Related to the Proposed Merger with AOM

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

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:

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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;

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

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

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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

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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.

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.

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

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:

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the parties’ ability to successfully combine their respective businesses;

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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;

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

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the reduction of cash available for operations and other uses;

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the assumption of known and unknown liabilities of AOM; and

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the possibility of costly litigation challenging the Merger.

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.

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

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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

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.