ODYSSEY MARINE EXPLORATION INC

NOTE 1 – BUSINESS AND BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Odyssey Marine Exploration, Inc. and subsidiaries (the “Company,” “Odyssey,” “us,” “we” or “our”) have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and the instructions to Form 10-Q and, therefore, do not include all information and footnotes normally included in financial statements prepared in accordance with generally accepted accounting principles. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2025.

In the opinion of management, these financial statements reflect all adjustments, including normal recurring adjustments, necessary for a fair presentation of these interim condensed consolidated financial statements. Operating results for the three and nine months ended September 30, 2026, are not necessarily indicative of the results that may be expected for the full year. Certain immaterial corrections of prior year amounts have been made to conform to the current period presentation; these corrections did not have an impact on the accompanying condensed consolidated balance sheets, condensed consolidated statements of operations, condensed consolidated statements of changes in stockholders’ deficit or condensed consolidated statements of cash flows.

Subsequent to September 30, 2026, the Company effected a 1-for-25 reverse stock split of the Company’s Common Stock (the “Reverse Stock Split”) that became effective at 5:00 p.m. EDT on October 28, 2026. Unless otherwise indicated, all share and per share data (except par value) in the accompanying financial statements and notes thereto for periods ended prior to October 29, 2026 have been adjusted to give retroactive effect to the Reverse Stock Split. As a result of the Reverse Stock Split, every twenty-five (25) shares of the Company’s Common Stock were converted into one share of the Company’s Common Stock. Holders of our Common Stock who otherwise would have held a fractional share of our Common Stock after giving effect to the Reverse Stock Split were entitled to receive a cash payment in lieu of any fractional shares. The Reverse Stock Split automatically and proportionately adjusted, based upon the 1-for-25 split ratio, all issued and outstanding shares of the Company’s Common Stock, as well as the terms of warrants and other derivative securities outstanding at the effective time of the Reverse Stock Split. Proportionate adjustments were made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, warrants and options to purchase shares of Common Stock.

Merger Agreement with American Ocean Minerals

On April 8, 2026, Odyssey, an Odyssey subsidiary (“Merger Sub”), and American Ocean Minerals Corporation (“AOM”), entered into an Agreement and Plan of Merger (as amended, 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 becomes effective is referred to in this report as the “Effective Time.” A special meeting of Odyssey stockholders to vote on proposals related to the Merger is scheduled for December 2, 2026. The Merger is expected to be completed following the stockholder meeting, subject to receipt of the required stockholder approval and the satisfaction or waiver of the other applicable closing conditions.

Certain Agreements Related to the Merger

AOM Bridge Financing

In February 2026, AOM entered into a bridge subscription agreement to complete a private placement of convertible debentures that generated gross proceeds of approximately $75.6 million (“AOM Bridge Subscription Agreement”). The debentures automatically convert into AOM common shares upon certain qualifying liquidity events, including the Merger. Because such shares would participate in the exchange of AOM equity interests pursuant to the Merger Agreement, the conversion of the debentures may affect the number of Odyssey shares ultimately issued in connection with the Merger. Following conversion, such shares would participate in the exchange of AOM equity interests contemplated by the Merger Agreement and will be included in the capitalization of AOM immediately prior to the closing of the Merger.

AOM PIPE Subscription Agreement

Concurrently with the execution and delivery of the Merger Agreement, AOM and Odyssey entered into a securities purchase agreement (the “AOM PIPE Subscription Agreement” and, together with the AOM Bridge Subscription Agreements, the “Subscription Agreements”) with certain third-party investors (the “AOM PIPE Investors”), pursuant to which the AOM PIPE Investors committed to provide aggregate financing in the amount of $156.0 million(the “AOM PIPE Investment”), on the terms and subject to the conditions set forth in the AOM PIPE Subscription Agreement and the related warrants to be entered into at the closing of the AOM PIPE Investment (the “AOM PIPE Warrants”). The AOM PIPE Investment is to be effected through the subscription for and purchase of (a) shares of AOM common stock, which shares will, pursuant to the AOM PIPE Subscription

Agreement, be issued immediately prior to the Effective Time, such that the AOM PIPE Investors will become stockholders of AOM immediately prior to the consummation of the Merger, and (b) AOM PIPE Warrants.

At the Effective Time, each AOM PIPE Warrant outstanding immediately prior to the Effective Time will be assumed by Odyssey and converted into a warrant to purchase shares of Odyssey Common Stock (each, an “Odyssey Assumed Warrant”), on the same terms and conditions as were applicable to such AOM PIPE Warrant immediately prior to the Effective Time, except as otherwise provided in the Merger Agreement. The number of shares of Odyssey Common Stock issuable upon exercise of each Odyssey Assumed Warrant will be equal to the number of shares of AOM common stock subject to such AOM PIPE Warrant immediately prior to the Effective Time, adjusted to reflect the Exchange Ratio. The exercise price per share of each Odyssey Assumed Warrant will be equal to the exercise price per share of AOM common stock applicable to the corresponding AOM PIPE Warrant immediately prior to the Effective Time, divided by the Exchange Ratio, with such exercise price rounded up to the nearest one-hundredth of a dollar. Except for the foregoing adjustments, the Odyssey Assumed Warrants will retain the same expiration dates and other material terms as the AOM PIPE Warrants in effect immediately prior to the Effective Time.

Odyssey Note Purchase Agreement

On April 8, 2026, in connection with the Merger Agreement, Odyssey and AOM entered into a note purchase agreement (as amended on September 8 2026, the “Odyssey Note Purchase Agreement”) pursuant to which Odyssey issued and sold to AOM a secured promissory note (the “Initial Odyssey Note”) in an amount of up to $5.0 million (the “Initial Odyssey Note Purchase Price”).

The Odyssey Note Purchase Agreement also provides that, at AOM’s option, AOM may purchase from Odyssey one or more additional secured promissory notes (the “Pre-Closing Odyssey Notes” and, together with the Initial Odyssey Note, the “AOM Senior Secured Notes”) in an aggregate amount of up to $5.0 million for a total aggregate amount of up to $10.0 million, or such greater amount as AOM may agree to in writing, in its sole discretion under the AOM Senior Secured Notes). Odyssey’s obligations under the AOM Senior Secured Notes are secured by a security interest in substantially all of Odyssey’s assets.

At an initial closing on May 12, 2026, AOM paid Odyssey a portion of the Initial Odyssey Note Purchase Price in the amount of $2.5 million. As of September 30, 2026, $10.2 million had been funded under the AOM Senior Secured Notes. AOM funded an additional $0.3 million under the AOM Senior Secured Notes on October 26, 2026.

The principal amount of the AOM Senior Secured Notes bear interest at the rate of 8.0% per annum. Odyssey will pay accrued interest on a quarterly basis by capitalizing each quarterly interest payment as additional principal. All outstanding principal and accrued interest will be due and payable in full on the earlier of April 8, 2027, or upon the consummation of the Merger. Upon an event of a default on the interest payments, the principal and any accrued interest will thereafter accrue interest at the rate of 11.0% per annum until paid in full. Refer to Note 9, Loans Payable, for additional information regarding borrowings under the Odyssey Note Purchase Agreement, amounts outstanding, and the related accounting treatment.

OML Equity Exchange Agreement

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 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 $27.50, 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.

OML Members have agreed to exchange an aggregate 4,865,900 OML Units for 3,618,460 shares of Odyssey Common Stock, representing approximately 75.9% of the total OML Units outstanding with the remaining OML Units held by either Odyssey or AOM. Becausethe transactions contemplated by the OML Equity Exchange Agreement have not been consummated, no asset or liability to the OML Equity Exchange Agreement has been recognized.

CIC Equity Exchange Agreement

On April 8, 2026, in connection with the Merger Agreement, Odyssey, CIC Limited, 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 soon as practicable after the effective date of the 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 $27.50, 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.

CIC Stockholders have agreed to exchange an aggregate 39,403,671 CIC Shares for 1,748,090 shares of Odyssey Common Stock, representing approximately 29.8% of the total CIC Shares outstanding. Becausethe transactions contemplated by the CIC Equity Exchange Agreement have not been consummated, no asset or liability related to CIC Equity Exchange Agreement has been recognized.

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.

CIC Limited Option Agreement

On April 8, 2026, in connection with the Merger Agreement, Odyssey and certain stockholders of CIC Limited (the “CIC Option Stockholders”) entered into an option agreement (the “CIC Limited Option Agreement”) pursuant to which, at any time and from time to time following the six (6)-month period following the completion of the Merger, Odyssey has the right, but not the obligation, to purchase from each CIC Option Stockholder all or a portion of the CIC Shares held by such CIC Option Stockholder (the “CIC Limited Option”) at a purchase price per share equal to the valuation of CIC Limited divided by the total number of issued outstanding shares of CIC Limited, assuming full conversion or exercise of all outstanding options, warrants, convertible securities, or similar rights.

The valuation of CIC Limited on any date on which Odyssey exercises the CIC Limited Option will be (a) $200.0 million, if the applicable exercise date is prior to the approval, by the Cook Islands Seabed Mineral Authority (the “SBMA”), of a pre-feasibility study, or (b) $225.0 million, if the applicable exercise date is after the approval of such pre-feasibility study and before the issuance, by the SBMA, of a trial harvesting license, or (c) $300.0 million, if the applicable exercise date is after the issuance of such trial harvesting license. The purchase price payable in connection with the exercise of the CIC Limited Option granted to Odyssey will be payable by Odyssey in a combination of (a) cash and (b) shares of Odyssey Common Stock, in such amounts and proportions as determined by Odyssey in its sole and absolute discretion. Becausethe transactions contemplated by the CIC Limited Option Agreement have not been consummated, no asset or liability related to CIC Limited Option Agreement has been recognized.

CIC LLC Option Agreement

On April 8, 2026, in connection with the Merger Agreement, Odyssey and CIC LLC entered into an option agreement (“CIC LLC Option Agreement”) pursuant to which at any time and from time to time following the six (6)-month period following the completion of the Merger, Odyssey has the right, but not the obligation, to purchase CIC Limited Shares from CIC LLC (the “CIC LLC Option”) at a purchase price per share equal to the valuation of CIC Limited divided by the total number of issued and outstanding shares of CIC Limited, assuming full conversion or exercise of all outstanding options, warrants, convertible securities, or similar rights.

The valuation of CIC Limited on any date on which Odyssey exercises the CIC LLC Option will be (a) $200.0 million, if the applicable exercise date is prior to the approval, by the SBMA, of a pre-feasibility study, or (b) $225.0 million, if the applicable exercise date is after the approval of such pre-feasibility study and before the issuance, by the SBMA, of a trial harvesting license, or (c) $300.0 million, if the applicable exercise date is after the issuance of such trial harvesting license. The purchase price payable in connection with the exercise of the CIC LLC Option granted to Odyssey will be payable by Odyssey in a combination of (a) cash and (b) Odyssey’s common stock, in such amounts and proportions as determined by Odyssey in its sole and absolute discretion; provided that the cash portion of the purchase price of the option will be not less than $20.0 million; and provided, further, that the minimum cash portion will be reduced, on a dollar-for-dollar basis, by the aggregate amount of payments received by CIC LLC under the CIC LLC Note Purchase Agreement. For further information, please see the section entitled “ - CIC LLC Note Purchase Agreement.” Because the agreement remains unexercised, no asset or liability related to these agreements has been recognized.

Support Agreements

Odyssey Support Agreements

On April 8, 2026, in accordance with the Merger Agreement, Odyssey, AOM and certain stockholders of Odyssey (the “Odyssey Support Stockholders”), being the directors and certain officers of Odyssey who hold shares of Odyssey Common Stock together with certain other Odyssey stockholders, entered into support agreements (collectively, the “Odyssey Support Agreements”) pursuant to which each Odyssey Support Stockholder agreed that at any meeting of the stockholders of Odyssey, each Odyssey Support Stockholder will (a) cause its voting shares of Odyssey to be counted as present thereat for the purpose of establishing a quorum, and (b) vote, or cause to be voted, all of its voting shares of Odyssey (a) in favor of the Nasdaq Proposal, the Charter Proposal, the Golden Parachute Compensation Proposal, and any other proposal, action or matter necessary or advisable to consummate the transactions contemplated by the Merger Agreement, (b) in favor of any proposal to adjourn or postpone any meeting of the stockholders of Odyssey if there are insufficient votes to approve such matters at the time any such meeting is held, and (c) against any transaction, reorganization or action that would reasonably be expected to impede or interfere with the transactions contemplated by the Merger Agreement or the Odyssey Support Agreements, or any change in Odyssey’s corporate structure or business, except as expressly permitted by the Merger Agreement. Certain Odyssey Support Stockholders also agreed to customary restrictions on any transfers of voting shares of Odyssey, subject to customary exceptions. Any transfer in violation of these restrictions will be null and void. The Odyssey Support Agreements will terminate upon the earliest to occur of: (i) the Effective Time; (ii) the termination of the Merger Agreement in accordance with its terms; (iii) the mutual written consent of the parties; (iv) the time that the Odyssey Board effects an Adverse Recommendation Change in accordance with the Merger Agreement; or (v) any amendment or modification of any provision of the Merger Agreement that increases the amount or changes the form of the Merger Consideration in any material respect and is not approved by the Special Transaction Committee.

AOM, the AOM Bridge Investors, and the Support Stockholders

AOM, Odyssey, certain directors, officers and founding stockholders of AOM (the “AOM Support Stockholders”) entered into a support agreement (the “AOM Support Agreement”) pursuant to which each AOM Support Stockholder agreed that at any meeting of the stockholders of AOM, each AOM Support Stockholder will (a) cause its voting shares of AOM to be counted as present thereat for the purpose of establishing a quorum, and (b) vote, or cause to be voted, all of its voting shares of AOM, (i) in favor of the Merger, the adoption and approval of the Merger Agreement, and any other proposal, action, or matter necessary or advisable to consummate the Merger and any other transactions contemplated by the Merger Agreement, (ii) in favor of any proposal to adjourn or postpone any meeting of the stockholders of AOM, if there are insufficient votes to approve such matters at the time any such meeting is held, and (iii) against, any transaction, reorganization, or action that would reasonably be expected to impede or interfere with the Merger, the Merger Agreement, or the transactions contemplated by the Merger Agreement or the AOM Support Agreement, or any change in AOM’s corporate structure or business except, as expressly permitted by the Merger Agreement. Each AOM Support Stockholder also agreed to customary restrictions on any transfers of any voting shares of AOM, subject to customary exceptions. Any transfer that violates these restrictions will be null and void.

Lock-Up Agreements

Odyssey and holders of AOM Common Stock, and the AOM Bridge Investors (the “Lock-Up Holders”), entered into lock-up agreements (the “Lock-Up Agreements”) pursuant to which, during the applicable lock-up periods commencing on the date of the Closing, the Lock-Up Holders will not, directly or indirectly, sell or otherwise transfer any shares of Odyssey Common Stock, or make any public announcement or filing under applicable securities laws regarding any of the foregoing received in connection with the bridge transaction; provided that (a) the AOM Bridge Investors are subject to a full lock-up for a period of sixty (60) days following the Closing, with all such shares released thereafter, and (b) holders of AOM Common Stock are subject to a full lock-up through ninety (90) days following the Closing, followed by staged releases thereafter. Notwithstanding the foregoing, the restrictions will not apply to transfers (a) by gift or for estate-planning purposes, (b) by will or intestacy upon death, (c) to any affiliate, trust, partnership, or other entity for the benefit of the Lock-Up Holder or its immediate family, or (d) in the case of an entity, to its members, partners or stockholders, provided that the transferee agrees in writing to be bound by the applicable restrictions. Any purported transfer by the Lock-Up Holders of Odyssey Common Stock in violation of the foregoing restrictions will be null and void and will not be recognized by Odyssey or its transfer agent.

ORM Disposition Trust

Odyssey, through an indirect wholly owned subsidiary, Odyssey Marine Enterprises Ltd., a company organized in the Bahamas (“OME”), currently owns approximately 78.3% of the equity interests in Oceanica Resources Mexico, S. de R.L. de C.V., a company organized in Mexico (“ORM”). ORM owns a 50.0% interest in Phosagmex, S.A.P.I. de C.V., a joint venture company organized in Mexico (“Phosagmex”). The remaining 50.0% interest in Phosagmex is owned by Capital Latinoamericano, S.A. de C.V., a company organized in Mexico (“CapLat”).

Pursuant to the terms of the Merger Agreement, Odyssey agreed to organize a new corporation (“ORM HoldCo”), to contribute its interests in ORM to ORM HoldCo and to transfer its interests in ORM HoldCo to a newly formed liquidating trust (the “ORM Trust”), the beneficiaries of which would be the holders of Odyssey Common Stock as of a record date prior to the consummation of the Merger (the “Trust Beneficiaries”).

The purpose of ORM HoldCo and the ORM Trust is to hold and preserve the value of ORM and ORM’s assets until Phosagmex receives certain project approvals from the government of Mexico. If the project approvals are received, ORM HoldCo would then either (a) sell ORM and/or ORM’s assets and distribute the net proceeds therefrom to the ORM Trust (for further distribution to the Trust Beneficiaries) and any other equity holders of ORM HoldCo or (b) conduct an initial public offering and distribute the shares of ORM Holdco to the ORM Trust (for further distribution to the Trust Beneficiaries) and any other equity holders of ORM HoldCo.

In connection with these transactions, Odyssey and AOM have agreed that ORM HoldCo would enter into a support agreement (the “ORM Support Agreement”) pursuant to which Odyssey would, for the term of the ORM Trust, provide ORM HoldCo and its subsidiaries with administrative services, access to records and personnel in connection with the enforcement of the arbitral award issued by the International Centre for Settlement of Investment Disputes on the claims brought by Odyssey against Mexico under the North American Free Trade Agreement, and other specified support services.

The parties have not entered into definitive agreements related to the disposition of ORM, and there can be no assurance they will be able to do so. Completion of the ORM disposition in all material respects, including obtaining a commitment for the financing necessary to fund the activities of ORM HoldCo and its subsidiaries for at least eighteen (18) months after the Merger, is a condition to AOM’s obligation to close under the Merger Agreement, which condition may be waived by AOM in its sole discretion.

Going Concern Consideration

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.

Our 2026-2027 business plan requires us to generate new cash inflows to effectively allow us to perform our planned projects. We continually plan to generate new cash inflows through the monetization of our equity stakes in seabed mineral companies, financings, syndications or other partnership opportunities. If cash inflow ever becomes insufficient to meet our projected business plan requirements, we would be required to follow a contingency business plan based on curtailed expenses and fewer cash requirements.

Our consolidated non-restricted cash balance at September 30, 2026 was$1.1 million. We had a working capital deficit at September 30, 2026 of$26.4 million. The total consolidated book value of our assets was approximately$11.6 million at September 30, 2026, including cash of$1.1 million.

The factors noted above raise doubt about our ability to continue as a going concern. Although we expect that the Transaction is likely to alleviate our going concern qualification, because consummation of the Transaction is subject to stockholder approval, and is outside management’s control, the substantial doubt about our ability to continue as a going concern has not been alleviated. These 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.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding our condensed consolidated financial statements. The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity and have prepared them in accordance with our customary accounting practices.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries, both domestic and international. Equity investments in which we exercise significant influence but do not control and of which we are not the primary beneficiary are accounted for using the equity method. All significant intercompany and intracompany transactions and balances have been eliminated. The portion of amounts attributable to consolidated subsidiaries not wholly owned by the Company and any related activity is reflected as non-controlling interest in the consolidated balance sheets as net (loss) income attributable to non-controlling interest in the consolidated statements of operations. The results of operations attributable to the non-controlling interests are presented within equity and net (loss) income and are shown separately from the Company’s equity and net (loss) income attributable to the Company. Some of the existing intercompany balances, which are eliminated upon consolidation, include features allowing the liabilities of Exploraciones Oceánicas S. de R.L. de CV (“ExO”) and Oceánica Resources, S. de R.L. (“Oceanica”), majority owned subsidiaries of the Company, to be converted into additional equity of a subsidiary, which, if exercised, could increase the Company’s direct or indirect interest in the non-wholly owned subsidiaries. During the second quarter of 2025, the Company converted these intercompany balances into equity interests of Oceánica Resources México, S. de R.L. de C.V., a Mexican company (“ORM”). Refer to Note 6 – Joint Venture for additional information.

Use of Estimates

Management used estimates and assumptions in preparing these condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States (“US GAAP”). Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. Actual results could vary from the estimates that were used.

Operating Lease Revenue

During the nine months ended September 30, 2026, the Company entered into an agreement with Kiva Marine Limited (“Kiva”), a subsidiary of OML (as defined below) and therefore a related party, that provides Kiva the right to use two autonomous benthic mini-landers during a deployment period of June through October 2026. Management concluded that the agreement contains an operating lease under ASC 842 and that certain mobilization, training, technical support and related services represent separate non-lease components accounted for under ASC 606.

The lease component of the agreement is recognized as operating lease income on a straight-line basis over the lease term. The non-lease service components are recognized as revenue as the related performance obligations are satisfied.

Bismarck Exploration License

The Company follows the guidance in Financial Accounting Standards Board (“FASB”) ASC 350, Intangibles-Goodwill and Other (“ASC 350”) in accounting for the exploration license held by Bismarck Mining Corporation, Ltd. (the “Bismarck Exploration License”). Management determined the rights to use the license to have an indefinite life. This assessment is based on the historical success of renewing the license every two years since 2006, and the fact that management believes there are no legal, regulatory, or contractual provisions that would limit the useful life of the asset. Costs incurred to renew or extend the term of the license are expensed as incurred.

On July 16, 2026, Bismarck Mining Corporation submitted an application to renew the Bismarck Exploration License to the Papua New Guinea Mineral Resources Authority (“MRA”). The Company has received confirmation that the application was accepted for review by the MRA. Under applicable Papua New Guinea mining regulations, the rights associated with the license remain in effect while the renewal application is under consideration by the MRA.

The Bismarck Exploration License is not dependent upon another asset or group of assets that could potentially limit the useful life of the exploration license. The Bismarck Exploration License is tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired, per the guidance of the ASC 350. The Company didnot have any impairment indicators for thethree and nine months ended September 30, 2026 and 2025.

Investment in Unconsolidated Entities

As discussed in Note 5 – Investment In Unconsolidated Entities, the Company has cost basis method investments and equity method investments with related parties. As of September 30, 2026 and December 31, 2025, there were no variable interest entities (“VIEs”) for which the Company was the primary beneficiary. We also review these investments for any potential impairment annually, or earlier if a triggering event is observed.

Refer to Note 6 – Joint Venture, for details on the Company’s joint venture with Capital Latinoamericano, S.A. de C.V. (“CapLat”) and certain affiliates of the Company.

Long-Lived Assets

We didnot have any impairment indicators related to long-lived assets for thethree and nine months ended September 30, 2026 and 2025.

Earnings Per Share (“EPS”)

Basic EPS has been computed pursuant to ASC Topic 260, Earnings Per Share, and is computed by dividing income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that would occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in our earnings. We use the treasury stock method to compute potential common shares from stock options, restricted stock units and warrants and use the if-converted method to compute potential common shares from preferred stock, convertible notes or other convertible securities.

Dilutive common stock equivalents include the dilutive effect of in-the-money stock equivalents, which are calculated based on the average share price for each period using the treasury stock method, excluding any common stock equivalents if their effect would be anti-dilutive. The potential common shares in the following tables represent potential common shares from outstanding options, restricted stock awards, convertible notes and other convertible securities that were excluded from the calculation of diluted EPS during the periods presented due to having an anti-dilutive effect:

The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share:

Segment Reporting

The Company evaluates the products and services that produce its revenue and the geographical regions in which the Company operates to determine reportable segments in accordance with ASC 280, Segment Reporting. Based on that evaluation, the Company has determined that it has onlyone operating segment.

See Note 16 – Segment Reporting, for further discussion related to the segment information.

NOTE 3 – OTHER CURRENT ASSETS

Other current assets consisted of the following:

All prepaid expenses are amortized on a straight-line basis over the term of the underlying agreements. Deposits may be held by various entities for equipment, services, and in accordance with agreements in the normal course of business.

NOTE 4 – RELATED PARTY TRANSACTIONS

CIC Limited

The Company has provided services to and owns approximately 14.2% of the equity interests in CIC Limited (“CIC”), a deep-sea mineral exploration company. The Company’s lead director, Mark B. Justh, indirectly owns approximately 9.2% of CIC. We believe Mr. Justh’s indirect ownership in CIC does not impair his independence under applicable rules, and Odyssey’s board of directors has formed a special committee of disinterested directors to address any matters relating to CIC.

The Company provided services to CIC during the three and nine months ended September 30, 2025, in accordance with the terms of a Services Agreement pursuant to which Odyssey provided certain back-office services to CIC in exchange for a recurring monthly fee, as well as other deep-sea mineral-related services on a cost-plus profit basis and was compensated for these services with a combination of cash and equity in CIC. The Services Agreement expired by its terms on August 1, 2025.

On September 21, 2026, the Company entered into a new Master Services Agreement with CIC. No services were billed or invoiced under the new agreement during the three and nine months ended September 30, 2026. Future services provided under the agreement will be compensated pursuant to the terms of the new Master Services Agreement.

There wereno services invoiced to CIC for thethree and nine months ended September 30, 2026. For the three and nine months ended September 30, 2025, the Company invoiced CIC for services a total of$0.0 million and$0.3 million, which is recorded in Marine services in our condensed consolidated statements of operations. The Company was paid in equity for its services. In addition, the Company had the option to accept equity for payment of cash expenditures due from CIC in lieu of cash. The Company did not opt to accept equity from CIC in lieu of cash for its cash expenditures.

On March 20, 2026, the Company and CIC entered into a redemption agreement, pursuant to which CIC redeemed 450,000 Class B of CIC shares held by the Company at a redemption price of $1.00 pursuant to the parties’ deposit agreement, and reduced tozero the $0.5 million earnest money deposit advanced by CIC and held by the Company. As a result of this redemption, the Company’s interest in CIC was reduced to 14.2%.

Ocean Minerals, LLC

The Company provides services to Ocean Minerals, LLC (“OML”), a deep-sea mineral exploration company in which it holds approximately 4.8% of the equity interests (see Note 5 – Investment In Unconsolidated Entities). The Company provides these services to OML on a cost-plus profit basis, and the Company will be compensated for these services with equity in OML.

During the three months ended September 30, 2026 and 2025, the Company invoiced OML for services a total of$65,696 and$23,475, respectively, and$147,529 and$68,475 for the nine months ended September 30, 2026 and 2025, respectively, which are recorded in Marine services in our condensed consolidated statements of operations.

ORM, Oceanica and ExO

Joint Venture and Mexican Corporate Transactions

As described in more detail in Note 6 – Joint Venture, the Company formed Phosagmex (as defined below) on June 4, 2025, as the joint venture entity contemplated by the JV Agreement (as defined below). In connection with the formation of this joint venture, Oceánica Resources México, S. de R.L. de C.V. (“ORM”), a newly formed subsidiary of the Company, became a 50% shareholder of Phosagmex, and the Company entered into a series of agreements and transactions to implement the joint venture, which are detailed below and are collectively referred to as the “Mexican Corporate Transactions.”

Certain Stockholders

We have entered into financing transactions with certain stockholders that beneficially own more than five percent of our outstanding Common Stock as of September 30, 2026, as disclosed in the most recent individual stockholder’s Form 3, Schedule 13D or Schedule 13G as filed with the SEC:

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FourWorld Capital Management LLC (“FourWorld”) beneficially owns less than 5.0% of our Common Stock as of September 30, 2026, and therefore not considered a related party; however, at certain periods during 2025, it held more than 5% of our Common Stock.

•

Funds managed by Two Seas Capital LP (“Two Seas”) beneficially own approximately 9.99% of our Common Stock after giving effect to the beneficial ownership limitation applicable to warrants held by its funds.

•

Greywolf Opportunities Master Fund II LP and its affiliates (“Greywolf”) beneficially own approximately 10.9% of our Common Stock.

•

Capital Latinoamericano, S.A. de C.V. and its affiliate Promotora de Inversiones CapLat Espana, S.L. beneficially own approximately 6.7% of our Common Stock.

2022 Warrants

As of both September 30, 2026 and December 31, 2025, FourWorld and Two Seas held 2022 Warrants topurchase 8,232 and 17,910 shares of the Company’s Common Stock, respectively, at an exercise price of $83.75 per share.

March 2023 Note Purchase Agreement

On March 6, 2023, the Company entered into the March 2023 Note Purchase Agreement (as defined below), pursuant to which we issued the March 2023 Note and the March 2023 Warrants (each as defined below). FourWorld, Two Seas and Greywolf each purchased portions of the March 2023 Note and March 2023 Warrants. As of December 31, 2025, all indebtedness under the March 2023 Notes had been converted and carried a zero balance. As such, there was no interest expense related to the March 2023 Notes for the three and nine months ended September 30, 2026. Interest expense, principal and interest payments during the three and nine months ended September 30, 2025 are detailed below.

•

FourWorld:

o

Interest expense for the March 2023 Note held by FourWorld amounted to $30,474 and $88,062 three and nine months ended September 30, 2025, respectively. During the nine months ended September 30, 2025, $85,656 of interest expense was capitalized to principal as paid-in-kind andnone was paid in cash. There wereno cash principal payments made during the nine months ended September 30, 2025.

o

As of December 31, 2025, FourWorld had exercised all March 2023 Warrants it previously held.

•

Two Seas:

o

Interest expense for the March 2023 Note held by Two Seas amounted to $71,015 and $216,267 for thethree and nine months ended September 30, 2025, respectively. During the nine months ended September 30, 2025, $216,124 of interestwas capitalized to principal as paid-in-kind, andnone was paid in cash. There wereno cash principal payments made during thenine months ended September 30, 2025.

o

As of December 31, 2025, Two Seas had converted all of its outstanding March 2023 Notes to shares of the Company’s Common Stock.

o

In April 2025, Two Seas exercised March 2023 warrants to purchase 18,400 shares of Common Stock at an exercise price of $27.50 per share. During the nine months ended September 30, 2026, Two Seas exercised March 2023 Warrants to purchase 10,701 shares of our Common Stock at an exercise price of $27.50 per share. As such, as of September 30, 2026, Two Seas didnot hold any March 2023 Warrants.

•

Greywolf:

o

Interest expense for the March 2023 Note held by Greywolf amounted to $86,182 and $459,438 for thethree and nine months ended September 30, 2025, respectively. During the nine months ended September 30, 2025, $555,375 of interest was added to principal as paid-in-kind, and $86,182 was paid in cash. There wereno cash principal payments made during thenine months ended September 30, 2025.

o

As of December 31, 2025, Greywolf had converted all its outstanding March 2023 Notes into shares of the Company’s Common Stock.

o

During the nine months ended September 30, 2026, Greywolf exercised March 2023 Warrants to purchase 74,074 shares of our Common Stock at an exercise price of $27.50 per share. As such, as of September 30, 2026, Greywolf didnot hold any March 2023 Warrants.

December 2023 Note Purchase Agreement

On December 1, 2023, we entered into the December 2023 Note Purchase Agreement (as defined below), pursuant to which we issued the December 2023 Note and the December 2023 Warrants (each as defined below). FourWorld, Two Seas and Greywolf each purchased portions of the December 2023 Note and December 2023 Warrants. As of December 31, 2025, all indebtedness under the December 2023 Notes had been converted and carried a zero balance. As such, there was no interest expense related to the December 2023 Notes for the three and nine months ended September 30, 2026. Interest expense, principal and interest payments during the three and nine months ended September 30, 2025 are detailed below.

•

FourWorld:

o

Interest expense for the December 2023 Notes held by FourWorld amounted to $16,464 and $47,575 for the three and nine months ended September 30, 2025, respectively. During the nine months ended September 30, 2025, $46,292 of interest expense was capitalized to principal as paid-in-kind andnone was paid in cash. There wereno cash principal payments made during the nine months ended September 30, 2025.

o

As of September 30, 2026, FourWorld held December 2023 Warrants to purchase 705 shares of our Common Stock at an exercise price of $51.25 per share, respectively.

•

Two Seas:

o

Interest expense for the December 2023 Notes held by Two Seas amounted to $65,854 and $190,301 for thethree and nine months ended September 30, 2025. During the nine months ended September 30, 2025, $185,167 ofinterest expensewas added to principal as paid-in-kind, andnone was paid in cash. There wereno cash principal payments made during thenine months ended September 30, 2025.

o

As of December 31, 2025, Two Seas had converted all of its outstanding December 2023 Notes to shares of the Company’s Common Stock.

o

During the nine months ended September 30, 2026, Two Seas exercised December 2023 Warrants to purchase 5,618 shares of the Company’s Common Stock at an exercise price of $30.75 per share.

o

As of September 30, 2026, Two Seas held December 2023 Warrants to purchase 13,206 shares and 2,821 shares of our Common Stock at an exercise price of $30.75 per share and $51.25 per share, respectively.

•

Greywolf:

o

Interest expense for the December 2023 Note held by Greywolf amounted to $7,516 and $69,739 for thethree and nine months ended September 30, 2025, respectively. During the nine months ended September 30, 2025, $92,584 of interest was added to principal as paid-in-kind and $7,516 was paid in cash. There wereno cash principal payments made during thethree months ended September 30, 2025.

o

As of December 31, 2025, Greywolf had converted all its outstanding December 2023 Notes into shares of the Company’s Common Stock.

o

As of September 30, 2026, Greywolf held December 2023 Warrants to purchase 9,412 shares and 1,410 shares of our Common Stock at an exercise price of $30.75 per share and $51.25 per share, respectively.

Interests of Odyssey Director in the Merger

Mark B. Justh has served as the Company’s lead outside director since June 2015 and as chairman of the audit committee of the Board since June 2023. Mr. Justh owns approximately 6.89% of the issued and outstanding shares of common stock of AOM (refer to Note 1), and was appointed the Chief Executive Officer of AOM effective as of October 2025.

NOTE 5 – INVESTMENT IN UNCONSOLIDATED ENTITIES

Phosagmex, S.A.P.I. de C.V.

On June 4, 2025, the Company and certain of its affiliates formed Phosagmex as the joint venture contemplated by the JV Agreement. Refer to Note 6 – Joint Venture for further information, including summarized financial information.

CIC Limited

CIC Limited (“CIC”) is pursuing deep water exploration pursuant to permits in foreign waters. The Company held an ownership interest in CIC of approximately 14.2% and 15.7% as of September 30, 2026 and December 31, 2025, respectively. Due to the structure of CIC, the Company determined this venture to be a variable interest entity (“VIE”) consistent with ASC 810. The Company has determined it is not the primary beneficiary of the VIE and, therefore, has not consolidated this entity. The Company records its investment under the cost method as CIC is incorporated and we have determined we do not exercise significant influence over the entity. The Company assesses its investment for impairment annually and, if a loss in value is deemed other than temporary, an impairment charge will be recorded.

The Company also provided services to CIC during 2025, as detailed in Note 4 – Related Party Transactions. We assess our investment for impairment annually and, if a loss in value is deemed other than temporary, an impairment charge will be recorded.

Ocean Minerals, LLC

As of September 30, 2026 and December 31, 2025, the Company owned approximately 4.8% and 7.0%, respectively, of the issued and outstanding membership interest units of OML; the reduction in the Company’s ownership interest is due to additional units issued by OML to AOM in March 2026 in connection with the Merger. The Company determined that OML is a VIE as it does not have sufficient equity at risk to permit OML to finance its activities without additional subordinated financial support. However, Odyssey lacks the power to direct the activities that most significantly impact OML’s economic performance, it is not the primary beneficiary of OML and therefore is not required to consolidate OML. We record our investment under the equity method. As a result, OML is considered a related party.

Equity Method of Accounting

At September 30, 2026 and December 31, 2025, the Company’s investment in OML was$3.9 million and$4.5 million, respectively, which was classified as an investment in unconsolidated entities in our condensed consolidated balance sheets.

Based on preliminary financial information for OML, we recognized losses on equity method investment of$0.2 million and$0.1 million for the three months ended September 30, 2026 and 2025, respectively, and$0.7 million and$0.4 million, for the nine months ended September 30, 2026 and 2025, respectively, in the condensed consolidated statements of operations for our proportionate share of the net loss of OML. Our proportionate share of the net loss of our equity method investee can have a significant impact on the amount of Loss on Equity Method Investment in our condensed consolidated statement of operations and our carrying value of those investments. We eliminated from our financial results all significant intercompany transactions to the extent of our ownership interest.

The following tables provide preliminary summarized financial information for OML, the Company’s equity method accounted investee, not adjusted for the percentage ownership of the Company, compiled from OML’s financial statements.

NOTE 6 – JOINT VENTURE

Joint Venture Agreement with Capital Latinoamericano, S.A. de C.V.

Background and Entity Formation

On December 23, 2024, the Company, certain of its affiliates and 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 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 a key 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 has expertise critical to the fertilizer production project with respect to operating 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 federal waters of Mexico.

On June 4, 2025, CapLat and ORM formed Phosagmex as the joint venture entity in accordance with the terms of the JV Agreement, with CapLat and ORM each holding 50.0% of the equity interests in Phosagmex, and entered into a shareholders’ agreement with terms as set forth in the JV Agreement.

On February 27, 2026, the Company, certain of its affiliates, CapLat, and Phosagmex entered into an amended and restated JV Agreement (the “Restated JV Agreement”). The Restated JV Agreement:

•

provides for termination only upon the mutual consent or agreement of the parties to the JV Agreement;

•

eliminates respective rights to termination fees in the event of termination for all parties to the JV Agreement;

•

provides for the closing of the transactions contemplated thereby upon execution and delivery of the Restated JV Agreement, including execution and delivery of an acknowledgment of assignment of the mining concessions and a restated shareholder agreement; and

•

limits the duration of the period during which the Company is obligated to provide services to Phosagmex.

Accounting Treatment

The Company accounts for its investment in the joint venture by adjusting its investment for its share of Phosagmex’s financial activity, basis differences, eliminating intra-entity profits or losses until realized through transactions with third parties, and evaluating for impairment.

Based on most recently available financial information for Phosagmex, we recognized losses of$73,496 and$0.3 million on equity method investment for the three and nine months ended September 30, 2026, respectively, in the condensed consolidated statements of operations for our proportionate share of the net loss of Phosagmex.

Summarized Financial Information

The following tables provide summarized financial information for Phosagmex, without adjustment for the Company’s percentage ownership, compiled from Phosagmex’s financial statements.

NOTE 7 – INCOME TAXES

The Company accounts for income taxes under ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for temporary differences between condensed consolidated financial statements carrying amounts and tax bases of assets and liabilities.

During the nine months ended September 30, 2026, we generated federal net operating losses (“NOL”) of$18.5 million and foreign NOL carryforwards of$1.0 million. As of September 30, 2026, we had consolidated income tax NOL carryforwards for federal tax purposes of approximately$228.9 million and net operating loss carryforwards for foreign income tax purposes of approximately$30.1 million. From 2026 through 2027, approximately$26.4 million of the NOL will expire, and from 2028 through 2037, approximately$128.0 million of the NOL will expire. The NOL generated in 2018 through 2026 of approximately$74.5 million will be carried forward indefinitely. Of the foreign NOL,$27.0 million has a limited carryforward period and will begin to expire in 2026.

During the fourth quarter of 2025, the Company experienced an ownership change involving a five‑percent stockholder that resulted in an increase in ownership in excess of 50 percentage points, as defined under Section 382 of the Internal Revenue Code. Based on this ownership change, which occurred on October 14, 2025, the Company determined that the utilization of certain pre‑change tax attributes, including net operating loss and tax credit carryforwards, became subject to limitation under Section 382 and similar state income tax provisions.

During 2026, the Company completed its Section 382 analysis and determined that its pre-change tax attributes are subject to an annual limitation of approximately $6.4 million. The Company evaluated the impact of this limitation on its deferred tax assets and valuation allowance and concluded that no adjustment to the accompanying condensed consolidated financial statements was required. Because the Company maintains a full valuation allowance against its deferred tax assets due to cumulative losses and insufficient positive evidence supporting realizability, the Section 382 limitation does not impact the Company’s Balance Sheet, income tax provision, or net deferred tax asset position as of September 30, 2026. This limitation does not consider any potential additional limitations that may result from the Merger.

In addition, the Company evaluated the impact of the October 14, 2025 ownership change and the resulting Section 382 limitation on its uncertain tax positions. As of September 30, 2026, the Company hadnot recorded any changes to its unrecognized tax benefits as a result of the Section 382 limitation. The Company continues to maintain a full valuation allowance against its deferred tax assets.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company may be subject to a variety of claims and suits that arise from time to time in the ordinary course of business. We are not a party to any litigation as a defendant where a loss contingency is required to be reflected in our condensed consolidated financial statements.

Contingency

In connection with the Merger Agreement, the Company entered into agreements with third parties to provide legal and investment advisory services related to the transaction. Under the agreements, the Company will owe certain fees that are contingent on the closing of the transaction of approximately $3.6 million, consistent with customary market terms for similar transactions. The Merger had not been approved by the Company’s stockholders as of the date of this report and, therefore, the fees have not been accrued.

ExO will owe consultants success fees of up to $0.7 million, contingent upon the approval and issuance of the Environmental Impact Assessment (“EIA”). The EIA has not been approved as of the date of this report and, therefore, the contingent success fees have not been accrued.

Lease commitments

One of the Company’s lease agreements, as extended, expired on July 31, 2026. On August 1, 2026, the Company entered into an extension for a one-year period ending July 31, 2027. As a result, using the short-term exception under ASC 842, Leases, the Company did not record a right-of-use (“ROU”) asset and lease obligation as of September 30, 2026.

The Company recognized$45,070 and$54,619 in rent expense associated with the Company’s leases for the three months ended September 30, 2026 and 2025, respectively, and$132,609 and$164,465 for the nine months ended September 30, 2026 and 2025, respectively, which were recorded in Marketing, general and administrative expenses on the condensed consolidated statement of operations. Future payments under the short-term leases will be $43,472 for the remainder of 2026 and $101,435 for the year ended 2027.

Joint Venture Agreement

On December 23, 2024, the Company and CapLat entered into the JV Agreement (refer to Note 6 –Joint Venture). The JV Agreement provides that the Company and CapLat have exclusive rights to develop the Phosagmex Project, and that CapLat has the exclusive right to develop, with the Company, any projects in the Mexican EEZ owned or developed by the Company during the subsequent five years.

NOTE 9 – LOANS PAYABLE

The Company’s consolidated loans payable consisted of the following carrying values at:

AOM Senior Secured Notes

On April 8, 2026, the Company entered into the Odyssey Note Purchase Agreement with AOM as amended on September 8, 2026, (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 or such greater amounts as AOM may agree to in writing in its sole discretion. 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 paid in kind by adding the amount of accrued interest to the outstanding principal balance. The Odyssey Notes are secured by substantially all of the Company’s assets, subject to certain exclusions.

During the nine months ended September 30, 2026, the Company received aggregate proceeds of $10.2 million under the Odyssey Note Purchase Agreement. No principal repayments were made during the period.

As of September 30, 2026, the outstanding principal balance of the AOM Senior Secured Notes was approximately $10.4 million. Interest expense related to the AOM Senior Secured Notes was $0.1 million and $0.2 million for the three and nine months ended September 30, 2026, which amounts were capitalized andpaid in kind by adding such amounts to the outstanding principal balance on the first day of the subsequent quarter. The Company didnot incur any debt issuance costs, and no debt discount or premium was recorded in connection with the financing.

The Company accounts for the AOM Senior Secured Notes as debt under ASC 470 and carries the AOM Senior Secured Notes at amortized cost.

March 2023 Notes and March 2023 Warrants

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”).

During the year ended December 31, 2025, all remaining indebtedness under the March 2023 Notes was converted into shares of the Company’s Common Stock. As a result, there were no outstanding March 2023 Notes as of December 31, 2025.

As of December 31, 2025, there were 100,119 March 2023 Warrants outstanding, which are recognized at fair value and recorded as derivative liability within the condensed consolidated balance sheet. During thenine months ended September 30, 2026, holders of the March 2023 Warrants exercised an aggregate of 89,536 warrants with exercise price of $27.50 for a total purchase price of $2,462,257, and 10,582 March 2023 Warrants expired unexercised. As of September 30, 2026, there wereno March 2023 Warrants outstanding.

The change in fair value of the March 2023 Warrants for the three months ended September 30, 2026 and 2025 waszero and an increase of $1.1 million, respectively, and a decrease of $1.0 million and an increase of $2.4 million, respectively, for the nine months ended September 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 September 30, 2026 and December 31, 2025 waszero and $2.2 million, respectively.

For the three and nine months ended September 30, 2025, we incurred $0.4 million and $1.1 million, respectively, of interest expense from the amortization of the debt discount, and $27,686 and $82,158 of interest from the fee amortization, which has been recorded in interest expense on the condensed consolidated statements of operations.

December 2023 Notes and December 2023 Warrants

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”).

During the year ended December 31, 2025, all remaining indebtedness under the December 2023 Notes was converted into shares of the Company’s Common Stock. As a result, there were no outstanding December 2023 Notes as of December 31, 2025.

As of December 31, 2025, there were 60,228 December 2023 Warrants outstanding. During thenine months ended September 30, 2026, holders of the December 2023 Warrants exercised an aggregate of 5,618 warrants with exercise price of $30.75 for a total purchase price of $172,744. As of September 30, 2026, there were 54,610 December 2023 Warrants outstanding, which are recognized at fair value and recorded as derivative liability within the condensed consolidated balance sheet.

The change in fair value of the December 2023 Warrants for the three months ended September 30, 2026 and 2025 was a decrease of $0.2 million and an increase of $1.2 million, respectively, and a decrease of $2.0 million and an increase of $2.0 million, respectively for thenine months ended September 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 September 30, 2026 and December 31, 2025, was $23,203 and $2.1 million, respectively.

For the three and nine months ended September 30, 2025, we recorded $0.1 million and $0.3 million of interest expense from the amortization of the debt discount and $10,380 and $30,802 of interest from the fee amortization which has been recorded in interest expense on the condensed consolidated statements of operations.

Emergency Injury Disaster Loan

On June 26, 2020, we executed the standard loan documents required for securing an Economic Injury Disaster Loan (the “EIDL Loan”) from the United States Small Business Administration (the “SBA”). The principal amount of the EIDL Loan is $0.2 million, with proceeds to be used for working capital purposes. Interest on the EIDL Loan accrues at the rate of 3.75% per annum and installment payments, including principal and interest of $731, are due monthly beginning 12 months from the date of the EIDL Loan. In 2021, the SBA extended this 12-month period, setting the first payment due date in December 2022. Per the agreement, payments reduce accrued interest first and are then applied against the principal. The balance of principal and interest is payable thirty years from the date of the promissory note.

The Company’s principal balance on the EIDL Loan was $0.2 million as of September 30, 2026 and December 31, 2025, and is recorded in Loans payable on the condensed consolidated balance sheets.

AFCO Insurance Note Payable

On November 1, 2025, we entered into a new premium finance agreement with AFCO, pursuant to which AFCO agreed to finance the D&O insurance premiums evidenced by the promissory note in the amount of $0.6 millionto be repaid equally over an

11-month period, bearing interest at a rate of 6.11% per annum, maturing on October 31, 2026. The remaining balance was paid on October 1, 2026.

NOTE 10 – FAIR VALUE MEASUREMENTS

The Company did not have any financial assets measured on a recurring basis. The following tables summarize our fair value hierarchy for our financial liabilities measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025.

The Litigation financing valuation was based on the following assumptions: amounts funded by the Funder, the corresponding IRR calculation, percentage applicable to the recovery percentage calculation and management’s good-faith estimates for estimated outcome probabilities and estimated debt repayment dates.

The 2022 Warrants, March 2023 Warrants and the December 2023 Warrants are measured using a Black-Scholes valuation model. The assumptions used in this model included the use of key inputs, including expected stock volatility, the risk–free interest rate, the expected life of the warrants and the expected dividend yield. Expected volatility is calculated based on the historical volatility of our Common Stock over the term of the warrant. Risk–free interest rates are calculated based on risk–free rates for the appropriate term. The expected life is estimated based on contractual terms and the remaining term to maturity. The dividend yield is based on the historical dividends issued by the Company. If the volatility rate or risk-free interest rate were to change, the value of the warrants would be impacted.

Items not included in the above disclosures include cash and cash equivalents, accounts and other related party receivables, other current assets and accounts payable. The carrying values of those items, as reflected in the condensed consolidated balance sheets, approximate their fair value at September 30, 2026 and December 31, 2025. The fair value of assets and liabilities whose carrying value approximates fair value is determined using Level 2 inputs, with the exception of cash and cash equivalents, which is determined using Level 1.

Changes in our Level 3 fair value measurements were as follows:

Additional information about the litigation financing liability is included in Note 11 – Derivative Financial Instruments.

NOTE 11 – DERIVATIVE FINANCIAL INSTRUMENTS

Litigation financing

On June 14, 2019, Odyssey and Exploraciones Oceánicas S. de R.L. de C.V., our Mexican subsidiary (“ExO” and, together with Odyssey, the “Claimholder”), and Poplar Falls LLC (the “Funder”) entered into an International Claims Enforcement Agreement (as amended and restated in January 2020, December 2020 and June 2021, the “ICEA”), pursuant to which the Funder agreed to provide financial assistance to the Claimholder to facilitate the prosecution and recovery of our arbitration claim against the United Mexican States under Chapter Eleven of the North American Free Trade Agreement (“NAFTA”) for violations of the Claimholder’s rights under NAFTA, on our own behalf and on behalf of ExO (the “Subject Claim”). Pursuant to the ICEA, the Funder agreed to fund specified fees and expenses relating to the Subject Claim (the “Claims Payments”) in an aggregate amount of up to $25 million (the “Maximum Investment Amount”) in various phases. As of September 30, 2026, the Funder has made Claim Payments in the aggregate amount of approximately $25.0 million.

Accounting

The Company determined that the financing arrangement is a derivative, measured at fair value within the scope of ASC 815, Derivatives and Hedging. Subsequently, any changes in the fair value of the derivative are reported in earnings for the period. Fair value was calculated as the midpoint of estimated ranges of the probability-weighted present value of potential results based on management assumptions. As such, the fair value of the obligation is recorded in our condensed consolidated balance sheet in Litigation financing and as of September 30, 2026 and December 31, 2025 amounted to$67.4 million and$63.3 million, respectively, with changes in the fair value of increases of $0.6 million and $5.2 million for thethree months ended September 30, 2026 and 2025, respectively and increases of $4.1 million and $7.8 millionfor the nine months ended September 30, 2026 and 2025, respectively.

Arbitration Award

On September 17, 2024, the Company received notification from the International Centre for Settlement of Investment Disputes (“ICSID”) of the arbitral award (the “Arbitral Award”) on the claims brought by the Company on behalf of itself and ExO, against the United Mexican States under NAFTA. The arbitral tribunal issued an Arbitral Award in favor of ExO. The award orders Mexico to pay $37.1 million for breaching its obligations under NAFTA, plus interest (the “Award Interest”) at the one-year Mexico Treasury bond rate, compounded annually, from October 12, 2018, until the award is paid in full, plus the arbitrators’ fees and ICSID administrative costs. The amounts awarded are net of Mexican taxes and Mexico may not tax the award. The case filings and the award are available on the ICSID website. 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. A hearing has been scheduled in the case for March 2027.

NOTE 12 – ACCRUED EXPENSES

Accrued expenses consist of the following:

As of December 31, 2025, Deposits consist of an earnest money deposit of $0.5 million from CIC, related to a draft agreement of a potential sale of a stake of our equity in CIC. As of December 31, 2025, this transaction had not yet been agreed upon or consummated. As discussed further in Note 4 – Related Party Transactions, on March 20, 2026, the Company and CIC entered into a redemption agreement, pursuant to which the earnest money deposit advanced by CIC and held by the Company was reduced tozero.

NOTE 13 – STOCKHOLDERS’ EQUITY/(DEFICIT)

Share-Based Compensation

The Company recorded total share-based compensation expense related to our options and restricted stock units of$0.1 million and$45,742 for the three months ended September 30, 2026 and 2025, respectively, and of$0.4 million and$0.1 million for the nine months ended September 30, 2026 and 2025, respectively. In addition, the Company incurred expense for share-based payments to directors amounting to approximately $60,000 and $10,000 for thethree months ended September 30, 2026 and 2025, respectively, and $0.5 million and $27,284 for thenine months ended September 30, 2026 and 2025, respectively.

Restricted Stock Units (“RSU”)

During the nine months ended September 30, 2026, we granted an aggregate of 4,478 RSUs to three directors, which vested immediately upon being granted. The estimated fair value of each RSU was calculated using the share price at the date of the grant.

The following is a summary of the restricted stock awards activity during thenine months ended September 30, 2026:

Options

The following is asummary of the stock option activity during the nine months ended September 30, 2026:

Warrants

The following is a summary of changes in warrants outstanding for thenine months ended September 30, 2026:

Refer to Note 10 –Fair Value Measurements, for changes in fair value during the three and nine months ended September 30, 2026 and 2025.

March 2023 Warrants and December 2023 Warrants

As of September 30, 2026, there wereno March 2023 Warrants outstanding and 54,610 December 2023 Warrants outstanding with exercises prices ranging from $30.75 to $51.25.

2022 Warrants

As of September 30, 2026, there were 193,959 2022 Warrants outstanding, with an exercise price of $83.75 per unit. The 2022 Warrants are exercisable at any time until the close of business on June 10, 2027.

2020 Warrants

As of September 30, 2026, there were 22,055 2020 Warrants outstanding, with an exercise price of $99.75 per unit.

NOTE 14 – CONCENTRATION OF CREDIT RISK

We do not currently have any debt obligations with variable interest rates.

We hadone customer during the three and nine months ended September 30, 2026, andtwo customers during the three and nine months ended September 30, 2025. OML was a customer in both periods, and CIC was an additional customer in 2025. Both are related parties (see Note 4 – Related Party Transactions) and accounted for 100% of our total revenue. These same customers accounted for 100% and 100.0% of the total accounts receivable balance as of September 30, 2026 and December 31, 2025, respectively.

As of both September 30, 2026 and December 31, 2025, the Company held cash in financial institutions that were over the federally insured limits. The Company has not incurred losses on these accounts.

NOTE 15 – SALE-LEASEBACK FINANCING OBLIGATIONS

In 2023, the Company’s subsidiaries sold marine equipment to two separate third-party buyers for $3.5 million and $1.0 million, respectively. Simultaneously with each sale, the subsidiaries entered into lease agreements with each buyer of the respective marine equipment (the sale of the property and simultaneous leaseback is referred to as a “sale-leaseback”). Each lease is for afour-year term. Under each of the lease agreements, the initial base rent is $35,000, and $10,000 respectively per month. As a part of each of the lease agreements, the lessee is granted an option to purchase the marine equipment back from the buyer, which can be exercised at any time during the period commencing on the first anniversary of the date of the agreements and ending on the day that is 120 days prior to the expiration of the lease term. If the lessee has not already delivered such notice at least 120 days prior to the expiration of the lease term, it is required to purchase the marine equipment upon the expiration of the lease term.

The Company accounted for the sale-leaseback transactions as financing transactions with the purchasers of the property in accordance with ASC Topic 842, Leases, as the lease agreements were determined to be finance leases. The Company concluded that both lease agreements met the criteria for classification as finance leases due to the obligation to repurchase the equipment.

Odyssey Retriever Inc. (“ORI”) was an Odyssey subsidiary that entered into the sale-leaseback financing obligations pertaining to the $3.5 million sale-leaseback noted above. In 2023, Odyssey transferred all of its shares in ORI to OML as part of the purchase price for its investment in OML. As a result, the sale-leaseback financing obligation entered into by ORI was no longer a financing lease obligation for the Company. However, pursuant to the OML Purchase Agreement, Odyssey is obligated to pay all amounts owed for rent and the repurchase of the marine equipment under the sale-leaseback agreement.

As of September 30, 2026 and December 31, 2025, the carrying values of the financing liabilities were$4.4 million and$4.3 million. The monthly lease payments are split between a reduction of principal and interest expense using the effective interest rate method.

Remaining future cash payments related to the financing liability for the remainder of 2026 and thereafter are as follows:

NOTE 16 – SEGMENT REPORTING

Operating segments are defined as components of an entity for which separate financial information is available and regularly reviewed by the chief operating decision maker (“CODM”). The Company manages its operations as a single segment for purposes of assessing performance and making decisions. The accounting policies of the segment are those included in Note 2 – Summary of Significant Accounting Policiesto the Consolidated Financial Statements included in the 2025 Annual Report on Form 10-K. The Company’s CODM is its President and Chief Operating Officer. The Company has determined that it operates inone operating segment andone reportable segment, as the CODM reviews financial information presented on a consolidated basis, using the operating expenses and interest expense, as presented on the face of the income statement, for purposes of making operating decisions, allocating resources, and evaluating financial performance. The measure of segment assets is reported on the balance sheet as total consolidated assets.

Significant expenses regularly reviewed by the CODM are Professional fees, Operations and research, excluding compensation which is reviewed separately, and employee compensation. The following table presents the details of the significant segment expenses, segment net revenues, and the segment performance measure, net loss, in the periods indicated:

(1)

Includes other expenses within Marketing, General and Administrative and Operations and Research which are not significant individually or in the aggregate and not included within Significant Expenses above; as well as, Interest income, Interest Expense, Loss on equity method investment, Change in derivative liabilities fair value, and Other, as reported in our condensed consolidated statements of operations.

NOTE 17 – SUBSEQUENT EVENTS

Additional funding under AOM Senior Secured Notes

On October 26, 2026, the Company received an additional $0.3 million of funding under the AOM Senior Secured Notes.

Reverse Stock Split

The Company effected a 1-for-25 reverse stock split of the Company’s Common Stock (the “Reverse Stock Split”) that became effective at 5:00 p.m. EDT on October 28, 2026. Unless otherwise indicated, all share and per share data (except par value) in the accompanying financial statements and notes thereto for periods ended prior to October 29, 2026 have been adjusted to give retroactive effect to the Reverse Stock Split. As a result of the Reverse Stock Split, every twenty-five (25) shares of the Company’s Common Stock were converted into one share of the Company’s Common Stock. Holders of our Common Stock who otherwise would have held a fractional share of our Common Stock after giving effect to the Reverse Stock Split were entitled to receive a cash payment in lieu of any fractional shares. The Reverse Stock Split automatically and proportionately adjusted, based upon the 1-for-25 split ratio, all issued and outstanding shares of the Company’s Common Stock, as well as the terms of warrants and other derivative securities outstanding at the effective time of the Reverse Stock Split. Proportionate adjustments were made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, warrants, and options to purchase shares of Common Stock.