Loans Payable

3 Months Ended

Mar. 31, 2026

NOTE 9 – LOANS PAYABLE

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


	March 31, 2026			December 31, 2025
Emergency Injury Disaster Loan	$	150,000		$	150,000
AFCO Insurance note payable		367,845			522,356
Finance liability (Note 16)		4,351,658			4,323,042
Total Loans payable	$	4,869,503		$	4,995,398
Less: Current portion of loans payable		(907,845	)		(1,062,356	)
Loans payable—long term	$	3,961,658		$	3,933,042

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 2,502,966 March 2023 Warrants outstanding, which are recognized at fair value and recorded as derivative liability within the condensed consolidated balance sheet. During the three months ended March 31, 2026, holders of the March 2023 Warrants exercised an aggregate of 2,238,416 warrants with exercise price of $1.10 for a total purchase price of $2,462,258, and 264,550 March 2023 Warrants expired unexercised. As of March 31, 2026, there were no March 2023 Warrants outstanding.

The change in fair value of the March 2023 Warrants for the three months ended March 31, 2026 and 2025 was a decrease of $1.0 million and a decrease of $1.0 million, which has been recorded in the change in derivative liabilities fair value in the condensed consolidated statement of operations. The fair value of the March 2023 Warrants at March 31, 2026 and December 31, 2025 was zero and $2.2 million, respectively.

For the three months ended March 31, 2025, we incurred $0.4 million of interest expense from the amortization of the debt discount, and $27,386 of interest from the fee amortization, which has been recorded in interest expense on the condensed consolidated statements of operations.

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 1,505,689 December 2023 Warrants outstanding. During the three months ended March 31, 2026, holders of the December 2023 Warrants exercised an aggregate of 140,442 warrants with exercise price of $1.23 for a total purchase price of $172,744. As of March 31, 2026, there were 1,365,247 December 2023 Warrants outstanding, which 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 March 31, 2026 and 2025 was a decrease of $1.7 million and a decrease of $0.4 million, respectively, which has been recorded in the change in derivative liabilities fair value in the condensed consolidated statement of operations. The fair value of the December 2023 Warrants at March 31, 2026 and December 31, 2025, was $0.3 million and $2.1 million, respectively.

For the three months ended March 31, 2025, we recorded $0.1 million of interest expense from the amortization of the debt discount and $10,154 of interest from the fee amortization which has been recorded in interest expense on the condensed consolidated statements of operations.

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 March 31, 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 million to be repaid equally over an 11-month period, bearing interest at a rate of 6.11% per annum, maturing on October 31, 2026.

ODYSSEY MARINE EXPLORATION INC 10-Q