ODYSSEY MARINE EXPLORATION INC
For the period ended Jun 30, 2026. Filed Aug 11, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 11, 2026
OMEX$10.82-2.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-12.
0001193125-26-219739
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-11.
0001193125-26-344788
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 176 previous paragraphs and 198 current paragraphs.
141 unchanged; 34 reworded; 21 added; 1 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 3 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (21)
Current report
Merger Agreement with American Ocean Minerals
Current report
The Merger values the combined company at approximately $900 million and includes a private placement of $156 million from prominent institutional and strategic investors, as well as a $75 million pre-public financing completed in February 2026 by AOM.
Current report
Virginia Strategic Minerals Prospective Project
Current report
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Current report
Revenue
Current report
Total revenue for the six months ended June 30, 2026 decreased $0.2 million as compared to the six months ended June 30, 2025, due primarily to the expiration of the Services Agreement with CIC in the third quarter of 2025.
Current report
One company to which we provided 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 4 – Related Party Transactions). In addition, during the six months ended June 30, 2026 and 2025, we also provided services to OML, which is also a related party that we account for under the equity method of accounting.
Current report
Operating Expenses
Current report
Marketing, general and administrative expenses for the six months ended June 30, 2026 were $12.8 million, an increase of $7.2 million as compared to $5.6 million for the six months ended June 30, 2025. The increase primarily resulted from an increase of $8.7 million in professional services largely attributable to audit, consulting and legal fees related to the AOM Merger Agreement, and an increase of $0.2 million in share-based compensation expense. This increase was partially offset by a decrease of $1.9 million in director fees resulting from the Mexican Corporate Transactions in 2025 that did not occur in 2026.
Current report
Operations and research expenses for the six months ended June 30, 2026 were $1.4 million, a decrease of $86,000 as compared to $1.3 million for the six months ended June 30, 2025. The decrease period over period was not significant.
Current report
Total Other Income and Expense
Current report
Total other income/expense was income of $4.8 million and expense of $11.0 million for the six months ended June 30, 2026 and 2025, respectively, resulting in a change of $15.8 million.
Current report
The change in total other income/expense was attributable to: (i) $13.9 million of changes in fair value of derivative liabilities ($6.5 million gain in the six months ended June 30, 2026 compared to $7.5 million loss in the six months ended June 30, 2025), relating primarily to the change in fair value of warrants, litigation financing liability, and debt conversion embedded derivatives, (ii) a $1.9 million decrease in interest expense, net of interest income, as a majority of the convertible notes were converted during the year ended 2025, and thus not outstanding in the six months ended June 30, 2026, and (iii) $0.4 million decrease in the loss on equity method investment, as Phosagmex commenced in late second quarter of 2025. These were partially offset by $0.3 million in decreased foreign exchange expense.
Current report
Income Taxes
Current report
Non-Controlling Interest
Current report
The non-controlling interest adjustment in the six months ended June 30, 2026 was $0.3 million as compared to $4.9 million for the six months ended June 30, 2025. This fluctuation is primarily due to changes in ownership in a subsidiary through non-controlling interests in connection with the Company’s investment in ORM and the Mexican Corporate Transactions, as well as a decrease in permit fees and other standard operating costs.
Current report
AOM Senior Secured Notes
Current report
On April 8, 2026, the Company entered into the Odyssey Note Purchase Agreement with AOM (see Note 1, Merger Agreement and Related Transactions), pursuant to which the Company may issue up to $10.0 million aggregate principal amount of AOM Senior Secured Notes. The AOM Senior Secured Notes bear interest at 8.0% per annum and mature on the earlier of (i) April 8, 2027 or (ii) the Effective Time. Accrued interest is capitalized quarterly and added to the outstanding principal balance pursuant to the PIK interest feature. The Odyssey Notes are secured by substantially all of the Company's assets, subject to certain exclusions.
Current report
During the six months ended June 30, 2026, the Company received aggregate proceeds of $5.2 million under the Odyssey Note Purchase Agreement, consisting of advances of $2.5 million on May 12, 2026, $1.7 million on May 28, 2026, and $1.0 million on June 30, 2026. No principal repayments were made during the period. As of June 30, 2026, approximately $4.8 million remained available for borrowing under the Odyssey Note Purchase Agreement, subject to its terms and conditions.
Current report
As of June 30, 2026, the carrying amount and outstanding principal balance of the AOM Senior Secured Notes was approximately $5.2 million. Interest expense related to the AOM Senior Secured Notes was $40,884 for both the three and six months ended June 30, 2026, which was capitalized as PIK interest and added to the outstanding principal balance on July 1, 2026. The Company did not incur any debt issuance costs, and no debt discount or premium was recorded in connection with the financing.
Current report
The Company accounts for the AOM Senior Secured Notes as debt under ASC 470 and carries the AOM Senior Secured Notes at amortized cost.
Removed paragraphs (1)
Previous report
Virginia Strategic Minerals project
Reworded paragraphs (34)
Previous wording
On April 8, 2026, Odyssey, an Odyssey subsidiary (“Merger Sub”), and American Ocean Minerals Corporation (“AOM”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into AOM, with AOM surviving the proposed merger and becoming a direct, wholly owned subsidiary of Odyssey. The proposed merger is expected to be completed in the late second to early third quarter of 2026, subject to Odyssey stockholder approval.
Current wording
On April 8, 2026, Odyssey, an Odyssey subsidiary (“Merger Sub”), and American Ocean Minerals Corporation (“AOM”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into AOM, with AOM surviving the proposed merger and becoming a direct, wholly owned subsidiary of Odyssey (the “Merger”). The time at which the Merger is consummated is referred to in this report as the “Effective Time.” The Merger is expected to be completed in the third quarter of 2026, subject to Odyssey stockholders’ approval.
Previous wording
This communication is not a substitute for the registration statement, the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus or any other document that Odyssey has filed or may file with the SEC in connection with the proposed transaction. Investors and security holders of Odyssey and AOM are urged to read the registration statement, the preliminary proxy statement/prospectus and any amendments thereto, and, when available, the definitive proxy statement/prospectus, as well as other documents filed or to be filed with the SEC in connection with the proposed transaction, carefully and in their entirety because they contain and will contain important information about Odyssey, AOM and the proposed transaction.
Current wording
This report is not a substitute for the registration statement, the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus or any other document that Odyssey has filed or may file with the SEC in connection with the proposed transaction. Investors and security holders of Odyssey and AOM are urged to read the registration statement, the preliminary proxy statement/prospectus and any amendments thereto, and, when available, the definitive proxy statement/prospectus, as well as other documents filed or to be filed with the SEC in connection with the proposed transaction, carefully and in their entirety because they contain and will contain important information about Odyssey, AOM and the proposed transaction.
Previous wording
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Current wording
This report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Previous wording
On December 12, 2024, Mexico commenced an application before the Ontario Superior Court of Justice seeking to set aside the Arbitral Award. The set aside application remains pending as of the date of this report.
Current wording
On December 12, 2024, Mexico commenced an application before the Ontario Superior Court of Justice seeking to set aside the Arbitral Award. The set aside application remains pending as of the date of this report. A hearing has been scheduled in the case for March 2027.
Previous 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).
Current 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 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
The CIC Project is located within the EEZ of the Cook Islands in the South Pacific Ocean. According to the CIC Technical Report Summary, the CIC Project is centered at approximately 17.5° south latitude and 160.5° west longitude, approximately 420 km north of Rarotonga, a 170 km north of Aitutaki, and 3,700 km northeast of Wellington, New Zealand. The CIC Project area covers approximately 211,545 km2 and comprises 2,592 5’ x 5’ blocks grouped into ten contiguous block groups. The seafloor in the license area generally lies at depths between approximately 4,700 and 5,300 meters below sea level.
Current wording
The CIC Project is located within the EEZ of the Cook Islands in the South Pacific Ocean. According to the CIC Technical Report Summary, the CIC Project is centered at approximately 17.5° south latitude and 160.5° west longitude, approximately 420 km north of Rarotonga, 170 km north of Aitutaki, and 3,700 km northeast of Wellington, New Zealand. The CIC Project area covers approximately 211,545 km2 and comprises 2,592 5’ x 5’ blocks grouped into ten contiguous block groups. The seafloor in the license area generally lies at depths between approximately 4,700 and 5,300 meters below sea level.
Previous wording
Title to the CIC Project is held through EL1 license, granted to CIC Limited by the Seabed Minerals Authority (“SBMA”), on behalf of the Cook Islands Government on February 23, 2022. The CIC Technical Report Summary states that the EL1 license expires on February 23, 2027, and that an application for license renewal may be made at least 90 days before expiry in accordance with Section 63 of the Seabed Minerals (Exploration) Regulations (2020). The EL1 license is subject to relinquishment obligations, including 20% relinquishment after three years of exploration activities and up to an additional 40% of the total CIC Project area by the end of the five-year license period, with the first relinquishment reported as being under discussion between CIC and the SBMA according to the CIC Technical Report.
Current wording
Title to the CIC Project is held through EL1 license, granted to CIC Limited by SBMA, on behalf of the Cook Islands Government on February 23, 2022. The CIC Technical Report Summary states that the EL1 license expires on February 23, 2027, and that an application for license renewal may be made at least 90 days before expiry in accordance with Section 63 of the Seabed Minerals (Exploration) Regulations (2020). The EL1 license is subject to relinquishment obligations, including 20% relinquishment after three years of exploration activities and up to an additional 40% of the total CIC Project area by the end of the five-year license period, with the relinquishment parameters reported as being under discussion between CIC and the SBMA according to the CIC Technical Report.
Previous wording
The information that follows relating to the MML project (the “MML Project”) is derived, for the most part, from, and in some instances is an extract from, the MML Technical Report Summary prepared in compliance with the SEC Mining Rules. Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of the MML Technical Report Summary. The MML Technical Report Summary is incorporated herein by reference and made a part hereof.
Current wording
The information that follows relating to the MML project (the “MML Project”) is derived, for the most part, from, and in some instances is an extract from, the MML Technical Report Summary prepared in compliance with the SEC Mining Rules. Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein.
Previous wording
Title to the MML Project is held through the EL3 license, granted to Moana Minerals Limited, a wholly owned Cook Islands registered company subsidiary of Ocean Minerals, LLC, by the Seabed Minerals Authority (“SBMA”), on behalf of the Cook Islands Government on February 23, 2022. The MML Technical Report Summary states that the MML exploration license is valid for a term of five years and expires on February 23, 2027, and that an application for license renewal may be made at least 90 days before expiry in accordance with Section 63 of the Seabed Minerals (Exploration) Regulations (2020). As of the date of this proxy statement/ prospectus, MML is not subject to a predetermined relinquishment schedule in the EL3 licence. However, pursuant to section 78 of the Seabed Minerals Act (Cook Islands), the SBMA may require MML to relinquish portions of the MML Project area over time as MML’s exploration and environmental programs advance.
Current wording
Title to the MML Project is held through the EL3 license, granted to Moana Minerals Limited, a wholly owned Cook Islands registered company subsidiary of Ocean Minerals, LLC, by SBMA, on behalf of the Cook Islands Government on February 23, 2022. The MML Technical Report Summary states that the MML exploration license is valid for a term of five years and expires on February 23, 2027, and that an application for license renewal may be made at least 90 days before expiry in accordance with Section 63 of the Seabed Minerals (Exploration) Regulations (2020). As of the date of this proxy statement/ prospectus, MML is not subject to a predetermined relinquishment schedule in the EL3 license. However, pursuant to section 78 of the Seabed Minerals Act (Cook Islands), the SBMA may require MML to relinquish portions of the MML Project area over time as MML’s exploration and environmental programs advance.
Previous wording
Testing of six metallurgical processes progress well with results planned for inclusion in our Prefeasibility Study being compiled for Cook Islands License area EL3. The PFS provides for selection of preferred harvesting and processing solutions, reports on infrastructure impacts and needs, community perspectives and impacts, and provides an overview of project economics. AMC Engineering Consultants will act as the Qualified Person (QP) for OML report. The PFS is slated for completion in 2026.
Current wording
Testing of six metallurgical processes progress well with results planned for inclusion in the Prefeasibility Study being compiled for Cook Islands License area EL3. The PFS provides for selection of preferred harvesting and processing solutions, reports on infrastructure impacts and needs, community perspectives and impacts, and provides an overview of project economics. AMC Engineering Consultants will act as the Qualified Person (QP) for OML report. The PFS is slated for completion in 2026.
Previous wording
Odyssey is well positioned to benefit from the regulatory momentum and policy priorities laid out in the executive order. Our projects focus on ocean mineral resources that are essential for both agricultural resilience and emerging clean energy technologies. Our subsea mineral exploration experience is directly applicable to all of the projects being considered by the U.S. government.
Current wording
Odyssey is well positioned to benefit from the regulatory momentum and policy priorities laid out in the executive order. Our projects focus on ocean mineral resources that are essential for both agricultural resilience and emerging clean energy technologies. Our subsea mineral exploration experience is directly applicable to many of the projects being considered by the U.S. government.
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 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.
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, a bi-product from the recovery process, can support coastal resiliency efforts.
Previous wording
If Odyssey obtains the requested lease, its capability to advance a project will be enhanced by an October 2025 collaboration agreement with Great Lakes Dredge & Dock Corporation (NASDAQ: GLDD), the nation’s largest dredging contractor and a trusted federal partner for coastal restoration and resilience projects.
Current wording
If Odyssey obtains the requested lease, its capability to advance a project will be enhanced by an October 2025 collaboration agreement with Great Lakes Dredge & Dock Corporation (“GLDD”), the nation’s largest dredging contractor and a trusted federal partner for coastal restoration and resilience projects. GLDD operates dredging activities using existing process with known and proven performance and environmental impacts and mitigation programs and would employ the same level of expertise to this project if it proceeds.
Previous 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.
Current wording
Our consolidated non-restricted cash balance at June 30, 2026 was $2.3 million. We have a working capital deficit at June 30, 2026 of $22.2 million. The total consolidated book value of our assets was approximately $13.2 million at June 30, 2026, which includes cash of $2.3 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 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.
Current wording
Revenue for each period consisted primarily of amounts earned from marine research and project administration services provided to our customers and related parties, as well as lease revenue during the three months ended June 30, 2026. Total revenue for the three months ended June 30, 2026 was approximately $78,000, a decrease of approximately $57,000 as compared to $0.1 million for the three months ended June 30, 2025. The decrease was primarily due to the expiration of the Services Agreement with CIC in the third quarter of 2025.
Previous 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.
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 June 30, 2025; the Services Agreement with CIC expired in the third 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 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.
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 June 30, 2026 were $7.1 million, an increase of $3.3 million as compared to the three months ended June 30, 2025. The increase was primarily due to increased professional fees in connection with the AOM Merger Agreement, and is partially offset by a reduction in director fees associated with the Mexican Corporate Transactions in the second quarter of 2025.
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 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.
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 June 30, 2026 were $0.7 million, a decrease of $22,000 as compared to the three months ended June 30, 2025. The decrease period over period was not significant.
Previous 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.
Current wording
Total other expenses, net were $1.7 million and $12.8 million for the three months ended June 30, 2026 and 2025, respectively, resulting in a decrease of $11.0 million. The decrease resulted from: (i) a $9.6 million decrease in the change in fair value of derivative liabilities, relating primarily to the change in fair value of warrants and litigation financing, (ii) a $1.0 million decrease in interest expense, net of interest income, (iii) a $0.4 million decrease in foreign exchange expense.
Previous 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.
Current wording
The non-controlling interest adjustment for the three months ended June 30, 2026 was $0.1 million as compared to $2.3 million for the three months ended June 30, 2025. This adjustment was 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 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.
Current wording
Net cash used in operating activities for the six months ended June 30, 2026 was $8.5 million, compared to cash used of $3.9 million for the six months ended June 30, 2025.
Previous 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.
Current wording
The net cash used in operating activities for the six months ended June 30, 2026 reflected a net loss before non-controlling interest of $9.3 million. Cash provided by operating activities was adjusted primarily by non-cash items of $4.8 million, including: (i) $6.5 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) $0.3 million of amortization of the finance liability, (iii) $0.4 million of director and consultant compensation paid in stock, (iv) $0.7 million of loss on equity method investment, and (v) other share-based compensation of $0.3 million. Other operating activities resulted in a decrease in working capital of $5.5 million. This $5.5 million decrease includes a $4.2 million increase to accounts payable, a $1.0 million increase to accrued expenses, and a decrease of $0.3 million in other assets.
Previous 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.
Current 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.
Previous wording
There were no cash flows from investing activities for the three months ended March 31, 2026 and 2025.
Current wording
There were no cash flows from investing activities for the six months ended June 30, 2026 and 2025.
Previous 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.
Current wording
Cash flows provided by financing activities for the six months ended June 30, 2026 were $7.3 million, consisting primarily of $5.2 million of proceeds from the AOM senior secured notes, $2.6 million of proceeds from the exercise of warrants and $0.1 million of proceeds from the issuance of common stock, partially offset by $0.4 million of debt obligation payments and $0.3 million of payments on financing obligations.
Previous 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.
Current wording
Cash flows used in financing activities for the six months ended June 30, 2025 was $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, partially 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.
Previous 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.
Current wording
At June 30, 2026, we had cash and cash equivalents of $2.3 million, a decrease of $1.2 million from the December 31, 2025 balance of $3.5 million. Financial debt of the company was $9.9 million and $5.0 million at June 30, 2026 and December 31, 2025, respectively.
Previous wording
The Company’s consolidated loans payable consisted of the following carrying values at:
Current wording
The carrying value of the Company’s consolidated loans payable consisted of the following(in thousands):
Previous wording
As of December 31, 2025, there were 2,502,966 March 2023 Warrants outstanding, which are recognized at fair value and recorded as derivative liability within the condensed consolidated balance sheet. During the three months ended March 31, 2026, holders of the March 2023 Warrants exercised an aggregate of 2,238,416 warrants with exercise price of $1.10 for a total purchase price of $2,462,258, and 264,550 March 2023 Warrants expired unexercised. As of March 31, 2026, there were no March 2023 Warrants outstanding.
Current wording
As of December 31, 2025, there were 2,502,966 March 2023 Warrants outstanding, which are recognized at fair value and recorded as derivative liability within the condensed consolidated balance sheet. During the six months ended June 30, 2026, holders of the March 2023 Warrants exercised an aggregate of 2,238,416 warrants with exercise price of $1.10 for a total purchase price of $2,462,258, and 264,550 March 2023 Warrants expired unexercised. As of June 30, 2026, there were no March 2023 Warrants outstanding.
Previous 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.
Current wording
The change in fair value of the March 2023 Warrants for the three months ended June 30, 2026 and 2025 was zero and an increase of $2.3 million, respectively, and a decrease of $1.0 million and an increase of $1.3 million, respectively, for the six months ended June 30, 2026 and 2025, respectively, which have 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, 2026 and December 31, 2025 was zero and $2.6 million, respectively.
Previous 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.
Current wording
For the three and six months ended June 30, 2025, we incurred $0.4 million and $0.7 million, respectively, of interest expense from the amortization of the debt discount, and $27,386 and $54,471 of interest from the fee amortization, which has been recorded in interest expense on the condensed consolidated statements of operations.
Previous wording
As of December 31, 2025, there were 1,505,689 December 2023 Warrants outstanding. During the three months ended March 31, 2026, holders of the December 2023 Warrants exercised an aggregate of 140,442 warrants with exercise price of $1.23 for a total purchase price of $172,744. As of March 31, 2026, there were 1,365,247 December 2023 Warrants outstanding, which were recognized at fair value and recorded as derivative liability within the condensed consolidated balance sheet.
Current wording
As of December 31, 2025, there were 1,505,689 December 2023 Warrants outstanding. During the six months ended June 30, 2026, holders of the December 2023 Warrants exercised an aggregate of 140,442 warrants with exercise price of $1.23 for a total purchase price of $172,744. As of June 30, 2026, there were 1,365,247 December 2023 Warrants outstanding, which are recognized at fair value and recorded as derivative liability within the condensed consolidated balance sheet.
Previous 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.
Current wording
The change in fair value of the December 2023 Warrants for the three months ended June 30, 2026 and 2025 was a decrease of $0.1 million and an increase of $1.2 million, respectively, and a decrease of $1.8 million and an increase of $0.8 million, respectively for the six months ended June 30, 2026 and 2025, 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 June 30, 2026 and December 31, 2025, was $0.2 million and $1.6 million, respectively.
Previous 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.
Current wording
For the three and six months ended June 30, 2025, we recorded $0.1 million and $0.2 million of interest expense from the amortization of the debt discount and $10,267 and $20,422 of interest from the fee amortization which has been recorded in interest expense on the condensed consolidated statements of operations.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Reference should be made to the full text of the MML Technical Report Summary. The MML Technical Report Summary is incorporated herein by reference and made a part hereof.
Current report — wording carried from elsewhere
Due to losses and our net operating loss carryforwards, we did not accrue any income taxes for the six months ended June 30, 2026 and 2025.