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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2025


☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


For the transition period from		to

Commission File Number 001-31895

ODYSSEY MARINE EXPLORATION, INC.

(Exact name of registrant as specified in its charter)



Nevada	84-1018684
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

205 S. Hoover Blvd., Suite 210, Tampa, FL 33609

(Address of principal executive offices) (Zip code)

(813) 876-1776

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	OMEX	Nasdaq Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer: ☐ Accelerated filer: ☐

Non-accelerated filer: ☒ Smaller reporting company: ☒

Emerging growth company: ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

The number of outstanding shares of the registrant’s common stock, par value $0.0001 per share (“Common Stock”), as of November 5, 2025 was 55,738,491.



		Page No.
Part I:	Financial Information

Item 1.	Financial Statements (unaudited):

	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	3

	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024	4

	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2025 and 2024	5

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	7

	Notes to the Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40

Item 4.	Controls and Procedures	40

Part II:	Other Information

Item 1.	Legal Proceedings	41

Item 1A.	Risk Factors	41

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41

Item 4.	Mine Safety Disclosures	41

Item 5.	Other Information	42

Item 6.	Exhibits	43

Signatures		44

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30, 2025			December 31, 2024
	(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	5,816,220		$	4,791,743
Accounts and other related party receivables		67,320			285,764
Other current assets		321,434			683,626
Total current assets		6,204,974			5,761,133

NON-CURRENT ASSETS
Investment in unconsolidated entities		8,864,428			9,885,779
Option to purchase equity securities in related party		334,974			455,416
Bismarck exploration license		1,821,251			1,821,251
Property and equipment, net		479,099			534,016
Other non-current assets		34,296			34,295
Total non-current assets		11,534,048			12,730,757
Total assets	$	17,739,022		$	18,491,890

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	507,406		$	748,403
Accrued expenses		9,416,238			8,634,576
Loans payable, current portion		6,485,754			13,084,379
Total current liabilities		16,409,398			22,467,358

Loans payable		3,902,252			9,851,151
Debt derivative liabilities		1,474,000			3,052,000
Warrant liabilities		14,201,314			4,798,759
Litigation financing		64,716,855			56,950,377
Deferred contract liability		334,974			455,416
Total liabilities		101,038,793			97,575,061

Commitments and contingencies (Note 9)

STOCKHOLDERS’ DEFICIT
Preferred stock – $0.0001 par value; 24,984,166 shares authorized; none issued and outstanding		—			—
Common stock – $0.0001 par value; 75,000,000 shares authorized; 50,384,898 and 28,825,333 issued and outstanding		5,039			2,883
Additional paid-in capital		260,708,273			264,191,579
Accumulated deficit		(306,118,162	)		(280,439,023	)
Total stockholders’ deficit before non-controlling interest		(45,404,850	)		(16,244,561	)
Non-controlling interest		(37,894,921	)		(62,838,610	)
Total stockholders’ deficit		(83,299,771	)		(79,083,171	)
Total liabilities and stockholders’ deficit	$	17,739,022		$	18,491,890

The accompanying notes are an integral part of these condensed consolidated financial statements.

ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS – Unaudited


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
REVENUE
Marine services	$	60,975		$	207,363		$	330,975		$	590,248
Operating and other		—			6,538			—			42,282
Total revenue		60,975			213,901			330,975			632,530

OPERATING EXPENSES
Marketing, general and administrative		1,376,466			1,733,247			6,977,550			7,972,626
Operations and research		815,217			1,348,817			2,085,092			3,261,199
Total operating expenses		2,191,683			3,082,064			9,062,642			11,233,825
LOSS FROM OPERATIONS		(2,130,708	)		(2,868,163	)		(8,731,667	)		(10,601,295	)

OTHER INCOME (EXPENSE)
Interest income		4,809			108,047			111,566			115,770
Interest expense		(1,350,881	)		(1,668,358	)		(3,782,579	)		(5,322,125	)
(Loss) / Income on equity method investment		(1,192,040	)		250,857			(1,510,148	)		(96,508	)
Change in derivative liabilities fair value		(8,650,397	)		19,542,434			(16,112,283	)		18,471,872
Residual economic interest in shipwreck		—			439,006			—			9,839,006
Other		(188,969	)		431,612			(1,038,226	)		1,020,956
Total other (expense) income		(11,377,478	)		19,103,598			(22,331,670	)		24,028,971
LOSS (INCOME) BEFORE INCOME TAXES		(13,508,186	)		16,235,435			(31,063,337	)		13,427,676

Income tax (provision) benefit		—			—			—			—
NET (LOSS) INCOME		(13,508,186	)		16,235,435			(31,063,337	)		13,427,676
Net loss attributable to non-controlling interest		435,440			2,452,801			5,384,198			7,231,481
NET (LOSS) INCOME attributable to Odyssey Marine Exploration, Inc.	$	(13,072,746	)	$	18,688,236		$	(25,679,139	)	$	20,659,157

NET (LOSS) INCOME PER SHARE
Basic	$	(0.31	)	$	0.90		$	(0.76	)	$	1.01
Diluted	$	(0.31	)	$	0.13		$	(0.76	)	$	(0.11	)
Weighted average number of common shares outstanding:
Basic		41,582,879			20,665,783			33,857,748			20,524,779
Diluted		41,582,879			25,219,258			33,857,748			25,914,533

The accompanying notes are an integral part of these condensed consolidated financial statements.

ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ DEFICIT – Unaudited


	Three Months Ended September 30, 2025
	Common Stock				Additional		Accumulated			Non-controlling
	Shares		Amount		Paid-in Capital		Deficit			Interest			Total
Balance at June 30, 2025		32,484,832	$	3,249	$	240,235,734	$	(293,045,416	)	$	(37,459,481	)	$	(90,265,914	)
Share-based compensation		—		—		45,742		—			—			45,742
Consultant compensation paid in stock		—		—		71,715		—			—			71,715
Director compensation paid in stock		8,475		1		9,999		—			—			10,000
Common stock exchanged for convertible notes		13,517,698		1,352		15,534,263		—			—			15,535,615
Common stock issued in connection with Securities Purchase Agreement, net of equity issuance costs		4,373,893		437		4,810,820		—			—			4,811,257
Net loss		—		—		—		(13,072,746	)		(435,440	)		(13,508,186	)
Balance at September 30, 2025		50,384,898	$	5,039	$	260,708,273	$	(306,118,162	)	$	(37,894,921	)	$	(83,299,771	)


	Three Months Ended September 30, 2024
	Common Stock				Additional		Accumulated			Non-controlling
	Shares		Amount		Paid-in Capital		Deficit			Interest			Total
Balance at June 30, 2024		20,590,644	$	2,059	$	258,412,973	$	(294,126,036	)	$	(58,206,485	)	$	(93,917,489	)
Share-based compensation		—		—		101,785		—			—			101,785
Common stock issued for convertible debt conversion		272,456		27		858,319		—			—			858,346
Net income		—		—		—		18,688,236			(2,452,801	)		16,235,435
Balance at September 30, 2024		20,863,100	$	2,086	$	259,373,077	$	(275,437,800	)	$	(60,659,286	)	$	(76,721,923	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ DEFICIT – Unaudited

(Continued)


	Nine Months Ended September 30, 2025
	Common Stock				Additional			Accumulated			Non-controlling
	Shares		Amount		Paid-in Capital			Deficit			Interest			Total
Balance at December 31, 2024		28,825,333	$	2,883	$	264,191,579		$	(280,439,023	)	$	(62,838,610	)	$	(79,083,171	)
Share-based compensation		—		—		137,226			—			—			137,226
Consultant compensation paid in stock		261,500		26		219,469			—			—			219,495
Director compensation paid in stock		44,879		5		27,279			—			—			27,284
Equity exchange in connection with Mexican corporate transactions		—		—		2,229,557			—			—			2,229,557
Changes in ownership interest in a subsidiary		—		—		(30,327,887	)		—			30,327,887			—
Common stock exchanged for convertible notes		13,517,698		1,352		15,534,263			—			—			15,535,615
Common stock issued for warrants exercised		460,000		46		1,121,639			—			—			1,121,685
Common stock issued in connection with Securities Purchase Agreement, net of equity issuance costs		7,275,488		727		7,575,148			—			—			7,575,875
Net loss		—		—		—			(25,679,139	)		(5,384,198	)		(31,063,337	)
Balance at September 30, 2025		50,384,898	$	5,039	$	260,708,273		$	(306,118,162	)	$	(37,894,921	)	$	(83,299,771	)


	Nine Months Ended September 30, 2024
	Common Stock				Additional			Accumulated			Non-controlling
	Shares		Amount		Paid-in Capital			Deficit			Interest			Total
Balance at December 31, 2023		20,420,896	$	2,042	$	263,616,186		$	(296,096,957	)	$	(53,427,805	)	$	(85,906,534	)
Share-based compensation		7,277		1		1,666,317			—			—			1,666,318
Cancellation of stock awards for payment of withholding tax requirements		—		—		(16,398	)		—			—			(16,398	)
Director compensation paid in share-based instruments		2,953		—		246,150			—			—			246,150
Fair value of warrants classified as liabilities		—		—		(7,754,438	)		—			—			(7,754,438	)
Common stock issued for convertible debt conversion		327,456		33		1,185,701			—			—			1,185,734
Common stock issued and exchanged with related party		104,518		10		429,559			—			—			429,569
Net income (loss)		—		—		—			20,659,157			(7,231,481	)		13,427,676
Balance at September 30, 2024		20,863,100	$	2,086	$	259,373,077		$	(275,437,800	)	$	(60,659,286	)	$	(76,721,923	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – Unaudited


	Nine Months Ended September 30,
	2025			2024

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(31,063,337	)	$	13,427,676
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Services provided to unconsolidated entities		(330,975	)		(590,248	)
Depreciation		56,504			58,164
Financing fees amortization		123,520			77,443
Amortization of finance liability		486,335			71,395
Amortization of deferred discount		1,342,069			2,892,088
Note payable interest accretion		1,576,348			1,773,903
Note interest paid-in-kind (“PIK”)		1,661,606			1,204,226
Right-of-use (“ROU”) asset amortization		—			121,568
Share-based compensation		137,226			1,666,318
Director and consultant compensation paid in stock		246,779			246,150
Loss on equity method investment		1,510,148			96,509
Equity exchange in connection with Mexican corporate transactions		2,229,557			—
Change in fair value of derivative liabilities		16,112,283			(18,471,872	)
Changes in operating assets and liabilities:
Accounts receivable and other related party receivables		218,130			26,197
Changes in operating lease liability		—			(129,140	)
Other assets		362,191			464,703
Accounts payable		(240,533	)		30,321
Accrued expenses and other		(456,016	)		(554,326	)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES		(6,028,165	)		2,411,075

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(1,587	)		(88,380	)
Cash paid for investment in unconsolidated entity		(157,508	)		—
NET CASH USED IN INVESTING ACTIVITIES		(159,095	)		(88,380	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of stock-based awards withheld for payment of withholding tax requirements		—			(16,398	)
Equity issuance costs		(97,135	)		—
Payment of debt obligations		(465,138	)		(3,468,750	)
Proceeds from warrants exercised		506,000			—
Proceeds from issuance of common stock		7,673,010			—
Payment on sale leaseback financing		(405,000	)		—
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		7,211,737			(3,485,148	)

NET INCREASE (DECREASE) IN CASH		1,024,477			(1,162,453	)
CASH AT BEGINNING OF PERIOD		4,791,743			4,021,720
CASH AT END OF PERIOD	$	5,816,220		$	2,859,267


	Nine Months Ended September 30,
	2025		2024
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	—	$	430,282
Director and consultant compensation paid in stock	$	246,779	$	246,150

NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Conversion of debt to common stock	$	15,535,615	$	1,185,701
Contribution to Phosagmex (Note 7)	$	1,968,855	$	—
Fair value adjustment of exercised warrants	$	615,685	$	—
Changes in ownership interest in a subsidiary	$	30,327,887	$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 for the year ended December 31, 2024.

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, 2025 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 stockholder’s deficit or condensed consolidated statements of cash flows.

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 2025 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, 2025 was $5.8 million. We have a working capital deficit at September 30, 2025 of $10.2 million. The total consolidated book value of our assets was approximately $17.7 million at September 30, 2025, which includes cash of $5.8 million.

The factors noted above raise substantial doubt about our ability to continue as a going concern. These condensed 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 the consolidated subsidiaries not owned by the Company and any related activity is eliminated through non-controlling interests in the condensed consolidated balance sheets and net income or loss attributable to redeemable non-controlling interests in the condensed consolidated statements of operations. The results of operations attributable to the non-controlling interest are presented within equity and net income or loss and are shown separately from the Company’s equity and net 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 Oceanica 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 7 – 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 (“U.S. 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.

Bismarck Exploration License

The Company follows the guidance set forth in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, Intangibles-Goodwill and Other, 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. The Company was notified in November 2023 that the 2022 exploration license renewal application was approved. The most recent renewal application was submitted in July 2024, and we expect to receive a response by December 31, 2025. Until renewal is received, the Bismarck Exploration License will continue in force over the area covered by the application until the determination of the application pursuant to applicable law. The Bismarck Exploration License is not dependent on another asset or group of assets that could potentially limit the useful life of the exploration license. We test the Bismarck Exploration License 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 in ASC 350. We did not have any impairment indicators for the three and nine months ended September 30, 2025 and 2024.

Investment in Unconsolidated Entities

As discussed in Note 6 – Investment in Unconsolidated Entities, the Company has cost basis method investments and equity method investments with related parties. As of September 30, 2025 and December 31, 2024, 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 7 – 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 did not have any impairment indicators related to long-lived assets for the three and nine months ended September 30, 2025 and 2024.

Earnings Per Share (“EPS”)

Basic EPS has been computed pursuant to ASC 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 periods due to having an anti-dilutive effect are:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Average market price during the period	$	1.61	$	3.75	$	1.02	$	4.16
Option awards		2,159,574		1,233,090		2,159,574		1,529,824
Unvested restricted stock awards		—		—		—		10,087
Convertible notes		5,474,613		—		5,474,613		—
Common stock warrant related		10,267,387		5,878,427		10,727,387		2,174,716
Put options		—		—		3,871,880		—
Equity exchange rights in connection with Mexican Corporate Transactions		1,841,132		—		640,687		—

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024

Net (loss) income attributable to Odyssey Marine Exploration, Inc.	$	(13,072,746	)	$	18,688,236		$	(25,679,139	)	$	20,659,157
Numerator:
Basic net (loss) income available to stockholders	$	(13,072,746	)	$	18,688,236		$	(25,679,139	)	$	20,659,157
Income (loss) on equity method investment		—			746,505			—			(256,062	)
Fair value change of debt instruments		—			(5,285,472	)		—			(5,528,725	)
Fair value change of warrants		—			(10,798,965	)		—			(17,394,715	)
Fair value change of convertible debt		—			(6,279	)		—			(360,690	)
Diluted net (loss) income available to stockholders	$	(13,072,746	)	$	3,344,025		$	(25,679,139	)	$	(2,881,035	)

Denominator:
Weighted average common shares outstanding – Basic		41,582,879			20,665,783			33,857,748			20,524,779
Dilutive effect of options		—			24,862			—			—
Dilutive effect of other derivative instruments		—			3,871,880			—			3,871,880
Dilutive effect of warrants		—			519,690			—			1,386,386
Dilutive effect of convertible debt instruments		—			137,043			—			131,488
Weighted average common shares outstanding – Diluted		41,582,879			25,219,258			33,857,748			25,914,533

Net (loss) income per share:
Basic	$	(0.31	)	$	0.90		$	(0.76	)	$	1.01
Diluted	$	(0.31	)	$	0.13		$	(0.76	)	$	(0.11	)

Segment Reporting

We evaluate the products and services that produce our revenue and the geographical regions in which we operate to determine reportable segments in accordance with ASC 280, Segment Reporting. Based on that evaluation, we have determined that we have only one operating segment.

See Note 17 – Segment Reporting, for further discussion related to the segment information.

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued new guidance on income tax disclosures (ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”). Among other requirements, this update adds specific disclosure requirements for income taxes, including: (1) disclosing specific categories in the rate reconciliation and (2) providing additional information for reconciling items that meet quantitative thresholds. The guidance is effective for annual reporting periods beginning after December 15, 2024. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s condensed consolidated financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses.” The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s condensed consolidated financial statement disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The guidance in ASU 2025-05 provides all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s condensed consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting for and disclosure of internal-use software costs. The guidance removes all references to project stages, defines the threshold to begin capitalizing costs, and clarifies the disclosure requirements of capitalized software costs. The ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years, and can be applied retrospectively, prospectively, or on a modified transition approach. Early adoption is permitted. The adoption of this standard will not have a significant effect on the Company’s condensed consolidated financial statements and related disclosures.

Other recent accounting pronouncements issued by the FASB, the AICPA and the SEC did not or are not believed by management to have a material effect, if any, on the Company’s condensed consolidated financial statements and related disclosures.

NOTE 3 – ACCOUNTS RECEIVABLE AND OTHER RELATED PARTY RECEIVABLES, NET

Our accounts receivable consist of the following:


	September 30, 2025		December 31, 2024
Related party (Note 5)	$	67,320	$	67,320
Other		—		218,444
Total accounts receivable and other, net	$	67,320	$	285,764

NOTE 4 – OTHER CURRENT ASSETS

Our other current assets consisted of the following:


	September 30, 2025		December 31, 2024
Prepaid assets	$	146,006	$	564,930
Other		140,353		83,430
Deposits		35,075		35,266
Total other current assets	$	321,434	$	683,626

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 5 – RELATED PARTY TRANSACTIONS

CIC Limited

The Company has provided services to and owns approximately 14.3% of the equity interests in CIC Limited (“CIC”), a deep-sea mineral exploration company. The Company’s lead director, Mark B. Justh, made an investment into CIC’s parent company and indirectly owns approximately 11.9% 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 in accordance with the terms of a Services Agreement pursuant to which Odyssey provides 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 is compensated for these services with a combination of cash and equity in CIC. The Services Agreement expired by its terms on August 1, 2025, and the Company expects to be compensated

in cash for any future services provided to CIC, unless the parties agree to an alternative form of consideration for payment in a new services agreement.

We invoiced CIC for technical services a total of $37,500 and $0.1 million for the three months ended September 30, 2025 and 2024, respectively, and $0.3 million and $0.4 million for the nine months ended September 30, 2025 and 2024, respectively, which are recorded in Marine services in our condensed consolidated statements of operations. The Company was paid in equity of CIC for its services. In addition, the Company had the option to accept equity in lieu of cash for payment of cash expenditures due from CIC. The Company opted not to accept equity from CIC in lieu of cash for its cash expenditures. The Services Agreement with CIC expired on August 1, 2025, and was not renewed.

Ocean Minerals, LLC

The Company provides services to Ocean Minerals, LLC (“OML”), a deep-sea mineral exploration company in which we hold approximately 7.0% of the equity interests (see Note 6 – Investment in Unconsolidated Entities). The Company provides these services to OML pursuant to the Contribution Agreement (defined below) that provides for deep-sea mineral related services 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, 2025 and 2024, we invoiced OML for technical services a total of $23,475 and $26,439, respectively, and $68,475 and $0.2 million for the nine months ended September 30, 2025 and 2024, 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 7 – Joint Venture, the Company formed Phosagmex, S.A.P.I. de C.V. (“Phosagmex”) 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.”

Debt Conversion

Odyssey and its subsidiary Oceanica Marine Operations Limited (“OMO”) previously held three notes (the “Oceanica-ExO Notes”) issued and/or guaranteed by two of the Company’s majority-owned subsidiaries (ExO and Oceanica) in the aggregate principal amount of approximately $23.0 million, which was advanced to ExO and Oceanica to fund working capital, exploration and legal expenses. The Oceanica-ExO Notes accrued interest at 18% per annum. Pursuant to each of the Oceanica-ExO Notes, the holder had the right at any time to convert all or any portion of the outstanding principal amount and accrued interest under the Oceanica-ExO Notes into units of equity interests in Oceanica (“Oceanica Quotas”). If the holder elected to convert the debt, then the number of Oceanica Quotas the holder was entitled to receive equaled the quotient determined by dividing the amount of the indebtedness converted by the applicable conversion price, $2.75, as stated in the Oceanica-ExO Notes.

In addition, Odyssey had funded a litigation funding waiver fee in the amount of $1.0 million and certain legal and administrative expenses relating to the North American Free Trade Agreement (“NAFTA”) arbitration case in the amount of $1.6 million for the benefit of the ExO project and Oceanica’s members (the “Arbitration Expenses” and, together with the Oceanica-ExO Notes, the “Oceanica-ExO Indebtedness”).

As of December 31, 2024, the aggregate outstanding amount, including accrued interest, of the Oceanica-ExO Notes was approximately $124.9 million. As of June 10, 2025, the aggregate balance of the Oceanica-ExO Notes, including accrued interest, was $135.1 million and the aggregate Arbitration Expenses balance was approximately $2.6 million. On June 10, 2025, the Company converted the total Oceanica-ExO Indebtedness in the amount of $137.7 million into Oceanica Quotas.

The Company concluded that Oceanica would record an equity contribution to reflect the difference between the reacquisition price of the Oceanica-ExO Indebtedness and the net carrying amount of the Oceanica-ExO Indebtedness, and the ownership of minority interest holders of Oceanica would be adjusted to reflect the increase in Odyssey’s ownership of Oceanica. No party will record a gain or loss as this is an extinguishment of debt between related parties.

Oceanica Equity Exchange Agreements

Administrators and officers (the “Subsidiary D&Os”) of Oceanica and ExO received or accrued the right to receive an aggregate of 1,911,666 Quotas (the “Compensation Quotas”) as compensation for their services in those roles over several years. Odyssey and each of the Subsidiary D&Os entered into an Equity Exchange Agreement (collectively, the “Oceanica Equity Exchange Agreements”) on June 27, 2025, whereby the Subsidiary D&Os assigned their Compensation Quotas to Odyssey in exchange for shares of Odyssey’s Common Stock. Accordingly, Odyssey is obligated to issue an aggregate of 1,841,137 shares of its Common Stock to the Subsidiary D&Os pursuant to the Oceanica Equity Exchange Agreements. Pursuant to the Oceanica Equity Exchange Agreements, the shares are contractually restricted, and will not be legally issued until the earlier to occur of (i) the fifth anniversary of the exchange or (ii) the date on which the environmental impact statement (the “MIA”) or certain other approvals

are obtained by Phosagmex or ExO. The Subsidiary D&Os include certain current directors and executive officers of Odyssey, Mark Justh, Mark Gordon and John Longley, who exchanged their Compensation Quotas for the right to receive an aggregate of 914,950 shares of Odyssey’s Common Stock.

ORM Subscription

In June 2025, the Company exchanged its equity interests in Oceanica, including the Oceanica Quotas and the Compensation Quotas, for a subscription in membership interests of ORM, pursuant to which the Company holds approximately 78.3% of the membership interests of ORM as of September 30, 2025. As a result of the ORM subscription by the Company and other equity holders of Oceanica, ORM holds approximately 90.0% of the member interests of Oceanica.

ExO Concession Rights

In June 2025, in accordance with the JV Agreement, Oceanica caused ExO to enter into an agreement to assign its legal rights to specified mining concessions held by ExO to Phosagmex subject to the condition that the concessions are reinstated. Refer to Note 7 – Joint Venture for further information.

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, 2025, as disclosed in the most recent individual stockholder’s Schedule 13G as filed with the SEC:

•

FourWorld Capital Management LLC (“FourWorld”) beneficially owns approximately 5.10% of our Common Stock.

•

Greywolf Opportunities Master Fund II LP and its affiliates (“Greywolf”) beneficially owns approximately 9.3% of our Common Stock.

•

Funds managed by Two Seas Capital LP (“Two Seas”) own approximately 9.5% of our Common Stock.

•

Capital Latinoamericano, S.A. de C.V. and its affiliate Promotora de Inversiones CapLat Espana, S.L. beneficially own approximately 11.64% of our Common Stock.

2022 Equity Transaction

On June 10, 2022, we completed the 2022 Equity Transaction, pursuant to which we issued the 2022 Warrants (as defined below). As of September 30, 2025, FourWorld, Greywolf and Two Seas held 2022 Warrants to purchase 205,777 shares of our Common Stock, 342,391 shares of our Common Stock and 447,761 shares of our Common Stock, respectively, at an exercise price of $3.35 per share.

March 2023 Note Purchase Agreement

On March 6, 2023, we 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. Principal and interest payments during the three and nine months ended September 30, 2025 and 2024 were as detailed below.

•

FourWorld:

Interest expense for the March 2023 Note held by FourWorld amounted to $30,474 and $31,899 for the three months ended September 30, 2025 and 2024, respectively, and $88,062 and $97,575 for the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025, $85,656 of interest expense was capitalized to principal as paid-in-kind and none was paid in cash. During the nine months ended September 30, 2024, $64,260 of interest expense was capitalized to principal as paid-in-kind and $33,282 was paid in cash. There were no cash principal payments made during the nine months ended September 30, 2025.

As of September 30, 2025, FourWorld held March 2023 Notes amounting to $1.1 million of principal and accrued interest, all of which was converted to shares of our Common Stock subsequent to September 30, 2025. Refer to Note 10 – Loans Payable and Note 18 – Subsequent Events for additional information.

As of September 30, 2025, FourWorld held March 2023 Warrants to purchase 285,715 shares of our Common Stock at an exercise price of $1.10 per share.

•

Two Seas:

Interest expense for the March 2023 Note held by Two Seas amounted to $71,015 and $83,946 for the three months ended September 30, 2025 and 2024, respectively, and $216,267 and $246,110 for the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025, $216,124 was capitalized to principal as paid-in-kind and none was paid in cash. During the nine months ended September 30, 2024, $162,080 was capitalized to principal as paid-in-kind and $83,946 was paid in cash. During both the three and nine

months ended September 30, 2025, Two Seas exercised its option to convert March 2023 Notes in the aggregate amount of $2.8 million in principal and accrued interest to 2,236,587 shares of our Common Stock. There were no cash principal payments made during the nine months ended September 30, 2025.

As of September 30, 2025, Two Seas had converted all of its outstanding March 2023 Notes to shares of our Common Stock. Refer to Note 10 – Loans Payable.

In April 2025, Two Seas exercised March 2023 Warrants to purchase 460,000 shares of our Common Stock at an exercise price of $1.10 per share.

As of September 30, 2025, Two Seas held March 2023 Warrants to purchase 267,514 shares of our Common Stock at an exercise price of $1.10 per share.

•

Greywolf:

Interest expense for the March 2023 Note held by Greywolf amounted to $86,182 and $206,756 for the three months ended September 30, 2025, and 2024, respectively, and $459,438 and $632,431 for the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025, $555,375 was capitalized to principal as paid-in-kind and $86,182 was paid in cash. During the nine months ended September 30, 2024, $416,498 was capitalized to principal as paid-in-kind and none was paid in cash. During the three and nine months ended September 30, 2025, Greywolf exercised its option to convert March 2023 Notes in the aggregate amount of $7.2 million in principal and accrued interest to 6,554,624 shares of our Common Stock.

As of September 30, 2025, Greywolf had converted all its outstanding March 2023 Notes into shares of our Common Stock. Refer to Note 10 – Loans Payable.

As of September 30, 2025, Greywolf held March 2023 Warrants to purchase 1,851,852 shares of our Common Stock at an exercise price of $1.10 per share.

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. Principal and interest payments during the three and nine months ended September 30, 2025 and 2024 were as detailed below.

•

FourWorld:

Interest expense for the December 2023 Notes held by FourWorld amounted to $16,464 and $14,771 for the three months ended September 30, 2025 and 2024, respectively, and $47,575 and $42,831 for the nine months ended September 30, 2025 and 2024, respectively, which was accrued as of September 30, 2025. During the nine months ended September 30, 2025 and 2024, $46,292 and $32,732, respectively, of interest expense was capitalized to principal as paid-in-kind and none was paid in cash. There were no cash principal payments made during the nine months ended September 30, 2025.

As of September 30, 2025, FourWorld held December 2023 Notes amounting to $0.6 million of principal and accrued interest, all of which was converted into shares of our Common Stock subsequent to September 30, 2025. Refer to Note 10 – Loans Payable and Note 18 – Subsequent Events for additional information.

As of September 30, 2025, FourWorld held December 2023 Warrants to purchase 117,648 shares and 17,630 shares of our Common Stock at an exercise price of $1.23 per share and $2.05 per share, respectively.

•

Two Seas:

Interest expense for the December 2023 Notes held by Two Seas amounted to $65,854 and $59,082 for the three months ended September 30, 2025 and 2024, respectively, and $190,301 and $171,324 for the nine months ended September 30, 2025 and 2024, respectively, which was accrued as of September 30, 2025. During the nine months ended September 30, 2025 and 2024, $185,167 and $130,927, respectively, of interest expense was capitalized to principal as paid-in-kind, and none was paid in cash. There were no cash principal payments made during the nine months ended September 30, 2025.

As of September 30, 2025, Two Seas held December 2023 Notes amounting to $2.4 million of principal and accrued interest, all of which was converted into shares of our Common Stock subsequent to September 30, 2025. Refer to Note 10 – Loans Payable and Note 18 – Subsequent Events for additional information.

As of September 30, 2025, Two Seas held December 2023 Warrants to purchase 470,588 shares and 70,522 shares of our Common Stock at an exercise price of $1.23 per share and $2.05 per share, respectively.

•

Greywolf:

Interest expense for the December 2023 Note held by Greywolf amounted to $7,516 and $29,541 for the three months ended September 30, 2025 and 2024, respectively, and $69,739 and $85,662 for the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025, $92,584 was capitalized to principal as paid-in-kind and $7,516 was paid in cash. During the nine months ended September 30, 2024, $65,463 was capitalized to principal as paid-in-kind and none was paid in cash. During the nine months ended September 30, 2025, Greywolf exercised its option to convert December 2023 Notes in the aggregate amount of $1.2 million in principal and accrued interest to 1,086,458 shares of our Common Stock.

As of September 30, 2025, Greywolf had converted all of its outstanding March 2023 Notes into shares of our Common Stock. Refer to Note 10 – Loans Payable.

As of September 30, 2025, Greywolf held December 2023 Warrants to purchase 235,295 shares and 35,261 shares of our Common Stock at an exercise price of $1.23 per share and $2.05 per share, respectively.

Securities Purchase Agreement

On December 23, 2024, we entered into a Securities Purchase Agreement (the “SPA”), in which Two Seas, CapLat and Greywolf participated.

•

Two Seas:

Two Seas purchased 1,818,182 shares of our Common Stock on December 23, 2024, pursuant to the SPA, and had the right to purchase 1,779,302 additional shares at the purchase price of $1.10 per share.

In the three and nine months ended September 30, 2025, Two Seas purchased an aggregate of 457,655 and 1,779,302 additional shares of Common Stock, respectively, and as of September 30, 2025, held no rights to purchase additional shares.

•

CapLat:

CapLat purchased 2,481,919 shares of our Common Stock on December 23, 2024, pursuant to the SPA, and had the right to purchase 2,428,747 additional shares at the purchase price of $1.10 per share.

In the three and nine months ended September 30, 2025, CapLat purchased an aggregate of 1,939,468 and 2,428,747 additional shares of Common Stock, respectively, and as of September 30, 2025, held no rights to purchase additional shares.

•

Greywolf:

Greywolf purchased 454,546 shares of our Common Stock on December 23, 2024, pursuant to the SPA, and had the right to purchase 444,826 additional shares at the purchase price of $1.10 per share.

In the three and nine months ended September 30, 2025, Greywolf purchased an aggregate of 355,860 and 444,826 additional shares of Common Stock, respectively, and as of September 30, 2025, held no rights to purchase additional shares.

During the second quarter of 2025, the Company entered into a series of amendments to the SPA. Refer to Note 14 – Stockholders’ Equity/(Deficit) for additional details on these amendments. As of September 30, 2025, all unexercised rights to purchase additional shares under the SPA had expired.

Services Agreement

The Company is party to a services agreement with one of the Company’s directors, Larissa T. Pommeraud, pursuant to which Ms. Pommeraud provides consulting services. The Company has paid Ms. Pommeraud $8,400 and $17,400 during the three and nine months ended September 30, 2025, respectively.

NOTE 6 – INVESTMENT IN UNCONSOLIDATED ENTITIES


	September 30, 2025			December 31, 2024
Phosagmex, S.A.P.I. de C.V.	$	(984,114	)	$	—
CIC Limited		5,265,949			5,003,449
Ocean Minerals, LLC		4,582,593			4,882,330
Investment in unconsolidated entities	$	8,864,428		$	9,885,779

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 7 – Joint Venture for further information, including summarized financial information.

CIC Limited

Due to the structure of CIC, we determined this venture to be a VIE consistent with ASC 810, Consolidations. We have determined we are not the primary beneficiary of the VIE and, therefore, we have not consolidated this entity. We record our investment under the cost method as this company is incorporated, and we have determined we do not exercise significant influence over the entity. We provided services to CIC during 2025, as detailed in Note 5 – 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

On June 4, 2023, Odyssey, Odyssey Minerals Cayman Limited, a wholly owned subsidiary of Odyssey (the “Purchaser”), and OML entered into a Unit Purchase Agreement (as amended, the “OML Purchase Agreement”) pursuant to which the Purchaser agreed to purchase, and OML agreed to issue and sell to the Purchaser, an aggregate of 733,497 membership interest units of OML (the “Purchased Units”) for a total purchase price of $15.0 million. After giving effect to the issuance and sale of all the Purchased Units, the Purchased Units would have represented approximately 15.0% of the issued and outstanding membership interest units of OML (based upon the number of membership interest units outstanding on June 1, 2023). On July 3, 2023, the Purchaser purchased 293,399 of the Purchased Units (the “Initial OML Units”) in exchange for its equity interests in Odyssey Retriever, Inc. (“ORI”) and a cash payment.

On October 18, 2024, Odyssey and OML entered into a Termination Agreement pursuant to which the parties terminated the OML Purchase Agreement (the “Termination Agreement”). The Termination Agreement terminated the parties’ respective rights and obligations relating to the Second OML Units, the Third OML Units and the Optional Units (each as defined in the OML Purchase Agreement), but did not affect Odyssey’s ownership of the Initial OML Units or the obligation to pay the lease payments for the ORI asset as described below. The Termination Agreement did not affect the Equity Exchange Agreement or the Contribution Agreement (each as defined below).

At September 30, 2025 and December 31, 2024, Odyssey owned approximately 7.0% and 7.0%, respectively, of the issued and outstanding membership interest units of OML. 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.

Equity Exchange Agreement

In connection with the transactions contemplated by the OML Purchase Agreement, Odyssey and the existing members of OML entered into an Equity Exchange Agreement (the “Equity Exchange Agreement”) pursuant to which such members of OML had the right, but not the obligation, to exchange membership interest units of OML held by them for shares of Odyssey’s Common Stock.

The Equity Exchange Agreement expired by its terms on January 3, 2025. Prior to its expiration, it was recorded as a liability within the scope of ASC 480, Distinguishing Liabilities from Equity, that was initially measured at fair value, and subsequent changes in the fair value of the liability were recognized in earnings. Because the value was determined to be zero as of December 31, 2024 and its expiration on January 3, 2025, there was no change recognized in the put option liability for the three and nine months ended September 30, 2025. For the three and nine months ended September 30, 2024, the Company recognized an increase of $1.0 million and a decrease of $0.2 million, respectively, in the put option liability assumed in the condensed consolidated statement of operations to record the fair value adjustment of the Equity Exchange Agreement.

Contribution Agreement

In connection with the transactions contemplated by the OML Purchase Agreement, Odyssey, the Purchaser, and OML also entered into a Contribution Agreement pursuant to which additional membership interest units of OML may be issued to the Purchaser in consideration of the contribution to OML by Odyssey from time to time of certain property or other assets and services with an aggregate value of up to $10.0 million (the “Contribution Agreement”). We concluded that the Contribution Agreement is within the scope of ASC 606, Revenue from Contracts with Customers, as the services provided are within Odyssey’s ordinary activities, and OML is therefore considered a customer of Odyssey.

Equity Method of Accounting

The Company has determined that OML operates more as a partnership in substance, and as the Company holds more than 3%—5% and has greater than virtually no influence over OML, the investment is within the scope of ASC 323, Investments –

Equity and Joint Ventures. Odyssey applied the equity method of investment accounting for its interest in OML, starting on July 3, 2023. As a result, OML is considered a related party.

At September 30, 2025 and December 31, 2024, the Company’s investment in OML was $4.6 million and $4.9 million, respectively, which was classified as an investment in unconsolidated entities in our condensed consolidated balance sheets.

Based on estimated financial information for OML, we recognized a $50,104 loss and a $0.3 million gain on equity method investment for the three months ended September 30, 2025 and 2024, respectively, and losses of $0.4 million and $0.1 million, for the nine months ended September 30, 2025 and 2024, respectively, in the condensed consolidated statements of operations for our proportionate share of the net loss of OML, which decreased our net income for the three and nine months ended September 30, 2025 and 2024. Our proportionate share of the net loss of OML can have a significant impact on the amount of Loss on Equity Method Investment in our condensed consolidated statements 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 summarized financial information for OML, without adjustment for the Company’s percentage ownership, compiled from OML’s financial statements.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Revenue	$	424,838		$	802,591		$	830,687		$	4,982,246
General expenses	$	(457,911	)	$	(1,086,969	)	$	(1,508,519	)	$	(3,160,477	)
Payroll expenses	$	(554,721	)	$	(633,204	)	$	(1,759,004	)	$	(1,852,828	)
Net (Loss) Income	$	(718,764	)	$	(2,001,915	)	$	(5,152,232	)	$	(2,925,000	)


	As of
	September 30, 2025		December 31, 2024
Total Assets	$	37,911,776	$	37,328,006
Total Liabilities	$	17,612,962	$	11,329,642

NOTE 7 – 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 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.

In connection with the formation of Phosagmex, the Company, CapLat, Oceanica, ORM and ExO entered into an amendment to the JV Agreement on June 5, 2025, pursuant to which, among other things, ORM joined as a party to the JV Agreement and the parties agreed to make their respective initial capital contributions to Phosagmex, which were finalized on August 29, 2025.

On June 6, 2025, in accordance with the JV Agreement, Oceanica caused ExO to enter into an agreement to assign its legal rights to specified mining concessions held by ExO to Phosagmex subject to the condition that the concessions are reinstated.

Oceanica holds 99.998% of the equity interests in ExO. Each of Odyssey, ORM, Oceanica and ExO owns or holds assets and rights relating to the joint venture. The parties with direct economic interests in the joint venture are CapLat and ORM, each of which holds a 50% ownership interest in the joint venture.

CapLat’s Contribution

CapLat’s contributions to the joint venture included its contribution of expertise in the project and cash in the amount of $0.2 million for the payment of transaction-related taxes. In addition to its contributions to Phosagmex, CapLat has an ongoing obligation under the JV Agreement to lead all discussions with governmental authorities in connection with obtaining the necessary permits and approvals required for the Phosagmex Project. Upon finalization of the initial capital contribution of CapLat on August 29, 2025, the joint venture recognized its contribution as an expense subject to the share-based compensation guidance, based on the fair value of the contribution in the amount of $1.9 million.

Odyssey’s Contribution

Odyssey’s contributions to the joint venture included the legal rights to the ExO mining concessions and cash in the amount of $0.2 million for the payment of transaction-related taxes. ExO’s transfer of the legal rights to the concessions will include data, information and documents relating to the concessions. In addition to its contributions to Phosagmex, Odyssey has an ongoing obligation under the JV Agreement to provide technical, environmental and operational expertise, data, information, intellectual property, and personnel necessary for the efficient planning and execution of the Phosagmex Project.

On August 7, 2025, (1) the Company entered into a contribution agreement with certain subsidiaries pursuant to which the Company contributed to OME an account receivable in the amount of $1.98 million owed by ExO (the “ExO Receivable”), and (2) a subscription agreement with ORM pursuant to which the Company transferred the ExO Receivable to ORM in exchange for ORM member interests at a conversion rate of $2.75, consistent with the rate applied to the conversion of other amounts owed by Oceanica and ExO to the Company. On August 29, 2025, ORM contributed the ExO Receivable to Phosagmex in accordance with the JV Agreement as part of the Company’s contribution. As of September 30, 2025, the ExO mining concessions have not been reinstated. Therefore, Odyssey did not recognize any gain or loss associated with its contribution as of that time.

Accounting Treatment

The Company analyzed the investment in Phosagmex under the relevant accounting literature and concluded Phosagmex is an operating joint venture under ASC 323, Investments—Equity Method and Joint Ventures and that each of CapLat and ORM has a variable interest in the joint venture. The Company then analyzed whether Phosagmex qualifies as a VIE under ASC 810, Consolidation and determined that (a) the Company does have sufficient equity at risk; (b) the Company and CapLat, as a group, have the power to direct the activities that most significantly impact the legal entity’s economic performance; and (c) operations of the joint venture are not conducted solely on behalf of either of the parties and as such, there is no party with disproportionate voting rights. Because none of the criteria in ASC 810-10-15-14 is met, Phosagmex is not a VIE and should be evaluated under the voting interest model (“VOE”).

Under the VOE model, the party with a controlling financial interest consolidates the company. Each of CapLat and the Company (through ORM) holds 50% of the outstanding ownership interests of the joint venture, and there are no minority or majority interest holders. Joint control exists because (1) no party currently holds more than 50% of the outstanding ownership interests of Phosagmex and (2) no single party controls the joint venture, as each of the parties has substantive participation rights. As such, Odyssey will not consolidate Phosagmex under the VOE model; however, as Odyssey does have significant influence over Phosagmex, the Company will apply the equity method of accounting. Further, because the joint venture is akin to a corporation, none of the scope exceptions outlined in ASC 323-10-15-5 applies.

The Company concluded that Odyssey will account for its investment in the joint venture on a go-forward basis by adjusting its investment for its share of the 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 a $1.1 million loss on equity method investment for both the three and nine months ended September 30, 2025 in the condensed consolidated statements of operations for our proportionate share of the net loss of Phosagmex, which decreased our net income for the three and nine months ended September 30, 2025 and 2024 in our condensed consolidated statements of operations.

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.


	Three and Nine Months Ended September 30, 2025
Revenue	$	—
General and administrative expenses	$	(2,050,393	)
Foreign exchange income (expense)	$	6,036
Net (Loss) Income	$	(2,044,357	)


	As of September 30, 2025
Total Assets	$	345,380
Total Liabilities	$	95,138

NOTE 8 – INCOME TAXES

During the nine months ended September 30, 2025, we generated federal net operating losses (“NOL”) of $7.2 million and foreign NOL carryforwards of $5.3 million. As of September 30, 2025, we had consolidated income tax NOL carryforwards for federal tax purposes of approximately $205.9 million and net operating loss carryforwards for foreign income tax purposes of approximately $32.0 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 2024 of approximately $44.3 million will be carried forward indefinitely.

NOTE 9 – 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

ExO owes consultants success fees of up to $0.7 million that are 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 the Company has determined that the likelihood of an approval is not probable. As such, the contingent success fees have not been accrued. ExO owes legal advisers a success fee of up to $0.3 million that is contingent upon the favorable outcome of certain litigation in Mexico. The outcome of the litigation has not been determined as of the date of this report, and the Company has determined that the likelihood of the success fee becoming payable is not probable. As such, the contingent success fee has not been accrued.

Lease commitments

One of the Company’s lease agreements expired during 2024 and was extended for a one-year period, which ended July 31, 2025. On July 16, 2025, the Company entered into an extension for a one-year period ending July 31, 2026. 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, 2025.

The Company recognized $87,169 and $54,619 in rent expense associated with the Company’s leases for the three months ended September 30, 2025 and 2024, respectively, and $0.1 million and $0.2 million for nine months ended September 30, 2025 and 2024, 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 $70,352 and $98,493 for the remainder of 2025 and 2026, respectively.

Joint Venture Agreement

On December 23, 2024, the Company and CapLat entered into the JV Agreement (refer to Note 7 – Joint Venture for more information). 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. Each of the parties has the right to terminate the JV Agreement if the investment into the joint venture entity does not occur on or prior to December 31, 2026, or if there is a change of control of either party. In the event of a termination based on a change of control, the non-terminating party would be entitled to a termination fee of $10.0 million. The JV Agreement also sets forth representations and warranties, covenants, conditions, termination provisions, and other provisions customary for comparable transactions.

NOTE 10 – LOANS PAYABLE

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


	September 30, 2025			December 31, 2024
March 2023 Note	$	3,053,103		$	13,101,995
December 2023 Note		2,968,970			6,550,164
Emergency Injury Disaster Loan		150,000			150,000
Vendor note payable		484,009			484,009
AFCO Insurance note payable		52,788			465,138
Finance liability (Note 16)		4,292,252			4,210,604
Total Loans payable	$	11,001,122		$	24,961,910
Less: Unamortized deferred lender fee		(48,334	)

ODYSSEY MARINE EXPLORATION INC 10-Q