ODYSSEY MARINE EXPLORATION INC
For the period ended Jun 30, 2026. Filed Aug 11, 2026.
View on SEC.govAbout this filing
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 Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-12.
0001193125-26-219739
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-11.
0001193125-26-344788
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsMine Safety DisclosuresThe 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 45 previous paragraphs and 45 current paragraphs.
40 unchanged; 5 reworded; 0 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 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.
Reworded paragraphs (5)
Previous wording
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.
Current wording
Except for those described below related to the Merger, 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.
Previous wording
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 wording
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.
Previous wording
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 wording
As of May 6, 2026, 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).
Previous wording
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 wording
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.
Previous wording
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 wording
As of May 6, 2026, CIC Stockholders have agreed to exchange an aggregate 39,356,869 CIC Shares for 43,650,346 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.