UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):~~April~~ 8June 1, 2026

ODYSSEY MARINE EXPLORATION, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-31895		84-1018684
(State or Other Jurisdictionof Incorporation)		(~~CommissionFile~~Commission File Number)		(IRS EmployerIdentification No.)

205 S. Hoover ~~Boulevard~~Blvd.

Suite 210

Tampa, Florida 33609

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (813) 876-1776

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, par value $0.0001 per share	OMEX	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 35.0207 ~~Unregistered~~Submission ~~Sales~~of Matters to a Vote of ~~Equity~~Security ~~Securities~~Holders.

~~The~~General information provided under Item 1.01 in the Form 8-K filed by Odyssey Marine Exploration, Inc. (“Odyssey”) on April 8, 2026, is hereby incorporated by reference, and capitalized used but not defined herein have the meanings ascribed to them in that Form 8-K. The shares of Odyssey Common Stock issuable pursuant to the CIC Ltd Option Agreement, the CIC LLC Option 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 (the “Securities Act”).

~~Item~~On ~~8.01.~~June 1, ~~Other~~2026, ~~Events~~Odyssey Marine Exploration, Inc. (the “Company”) held its Annual Meeting of Stockholders for the purpose of considering and acting upon the following matters:

On• ~~April 13,~~to ~~2026,~~elect ~~Odyssey~~five ~~and~~directors ~~American~~of ~~Ocean~~the ~~Minerals~~Company ~~Corporation (“AOM”) hosted a joint conference call~~ to ~~discuss~~serve until the ~~proposed~~next ~~merger~~Annual ~~contemplated~~Meeting byof ~~the~~Stockholders ~~Agreement~~ and ~~Plan~~until oftheir ~~Merger,~~successors ~~dated~~have ~~April 8,~~been ~~2026,~~duly ~~among~~elected ~~Odyssey, AOM,~~ and aqualified ~~subsidiary~~(the of“Election ~~Odyssey.~~ Proposal”);

A• ~~transcript of the joint conference call is attached hereto as Exhibit 99.1 and a link~~ to ~~the~~ratify ~~recording of~~ the ~~call~~appointment ~~is available on Odyssey’s website at https://ir.odysseymarine.com. The transcript~~ of ~~the~~Grant ~~joint~~Thornton ~~conference~~LLP ~~call~~as ~~and~~our ~~the~~independent ~~information~~registered ~~set~~certified ~~forth~~public ~~therein~~accounting ~~shall~~firm ~~not be deemed to be filed~~ for ~~purposes of Section 18 of~~ the ~~Exchange~~fiscal ~~Act~~year ofending ~~1934,~~December ~~as amended (the “Exchange Act”)~~31, or2026 ~~otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended~~ (the “~~Securities~~Ratification ~~Act~~Proposal”) ~~or the Exchange Act.~~ ;

~~Forward-Looking~~• ~~Statements~~to amend the Company’s articles of incorporation to implement an increase in the number of shares of authorized common stock from 75,000,000 to 82,000,000 (the “Articles Amendment Proposal”);

~~This~~• ~~Current~~to ~~Report~~amend ~~on Form 8-K and~~ the ~~transcript of the joint conference call attached hereto as Exhibit 99.1 contain forward-looking statements based upon Odyssey~~Company’s ~~and~~2019 ~~AOM’s~~Stock ~~current~~Incentive ~~expectations.~~Plan ~~This~~to ~~communication~~increase ~~contains “forward-looking statements” within~~ the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by terminology such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “should,” “would,” “project,” “plan,” “expect,” “goal,” “seek,” “future,” “likely,” or the negative or plural of these words or similar expressions. These statements are only predictions. Odyssey and AOM have based these forward-looking statements largely on their then-current expectations and projections about future events, as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of ~~risks~~shares ~~and~~authorized uncertainties, many of which involve factors or circumstances that are beyond each of Odyssey’s and AOM’s control, and actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) the risk that the conditions to the closing or consummation of the proposed Merger are not satisfied, including the failure to obtain stockholder approval for ~~the~~issuance ~~proposed~~under ~~Merger; (ii) uncertainties as to~~ the ~~timing~~plan ~~of the consummation of the proposed Merger and the ability of each of Odyssey and AOM to consummate the transactions contemplated~~ by ~~the proposed Merger; (iii) risks related to Odyssey’s and AOM’s ability to correctly estimate their respective operating expenses and expenses associated with the proposed Merger~~2, ~~as applicable~~000,000 asshares well as uncertainties regarding the impact any delay in the closing would have on the anticipated cash resources of the resulting combined company upon closing and other events and unanticipated spending and costs that could reduce the combined company’s cash resources; (~~iv)~~ the ~~occurrence~~“Plan ~~of any event, change or other circumstance or condition that could give rise to the termination of the proposed Merger by either Odyssey or AOM; (v~~Proposal”) ~~the effect of the announcement or pendency of the proposed Merger on Odyssey’s or AOM’s business relationships, operating results, and business generally~~; (vi) costs related to the proposed Merger; (vii) the outcome of any legal proceedings that may be instituted against Odyssey, AOM, or any of their respective directors or officers related to the Merger

~~Agreement~~• ~~or the transactions contemplated thereby; (vii) the ability of Odyssey or AOM~~ to ~~protect~~approve ~~their~~a ~~respective~~reverse ~~intellectual~~stock ~~property~~split ~~rights; (viii) competitive responses to the proposed Merger; (ix) unexpected costs, charges or expenses resulting from the proposed Merger; (x) whether the combined business~~ of ~~AOM and Odyssey will be successful; (xi) legislative, regulatory, political and economic developments; and (xii) additional risks described in~~ the ~~“Risk Factors” section of Odyssey~~Company’s ~~Annual~~common ~~Report~~stock on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026. Additional assumptions, risks and uncertainties are described in detail in Odyssey’s registration statements, reports and other filings with the SEC, which are available on Odyssey’s website, and at ~~www.sec.gov.~~a ~~Accordingly,~~ratio ~~you should not rely upon forward-looking statements as predictions of future events. Neither Odyssey nor AOM can assure you that the events and circumstances reflected~~ in the ~~forward-looking~~range ~~statements will be achieved or occur, and actual results could differ materially~~ from ~~those projected in the forward~~1-~~looking statements. The forward~~for-~~looking~~20 ~~statements made in this communication relate only~~ to ~~events as of the date on which the statements are made. Except as required by applicable law or regulation, Odyssey and AOM undertake no obligation to update any forward~~1-~~looking~~for-25 ~~statement to reflect events or circumstances after~~ (the ~~date on which the statement is made or to reflect the occurrence of unanticipated events. Investors should not assume that any lack of update to a previously issued~~ “~~forward-looking~~Reverse ~~statement”~~Stock ~~constitutes~~Split ~~a reaffirmation of that statement.~~ Proposal”);

~~Additional~~• ~~Information~~to ~~about~~obtain non-binding advisory approval of the ~~Proposed~~compensation ~~Merger~~of ~~and~~our ~~Where~~named toexecutive ~~Find~~officers It(the “Compensation Proposal”); and

~~This~~• ~~Current Report on Form 8-K does not constitute an offer~~ to ~~buy~~transact orsuch ~~sell~~other orbusiness the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This Current Report on Form 8-K relates to the proposed Merger. In connection with the proposed Merger, Odyssey will file a Registration Statement on Form S-4, which will include a document that serves as amay ~~prospectus~~properly ~~and~~come ~~proxy~~before ~~statement of Odyssey (~~the ~~“proxy statement/prospectus”), and Odyssey will file other documents regarding the proposed Merger with the SEC. No offering of securities shall be made, except by means of a prospectus~~ meeting the requirements of Section 10 of the Securities Act. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE PROPOSED MERGER. A definitive proxy statement/prospectus will be sent to Odyssey’s stockholders. Investors and ~~security holders will be able to obtain these documents (when available) free of charge from the SEC’s website~~ at www.sec.gov. In addition, investors and stockholders should note that Odyssey communicates with investors and the public using its website (www.odysseymarine.com), the investor relations website (https://www.ir.odysseymarine.com) where anyone will be able to obtain free copies of the proxy statement/prospectus and other documents filed by Odyssey with the SEC, and stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any ~~voting~~adjournments or ~~investment~~postponements ~~decision with respect to the proposed Merger~~thereof.

~~Participants~~No inother business came before the ~~Solicitation~~meeting.

~~Odyssey,~~Voting ~~AOM,~~Results and their respective directors and executive officers and other members of management and employees and certain of their respective significant stockholders may be deemed to be participants in the solicitation of proxies from Odyssey and AOM stockholders in respect of the proposed Merger. Information about Odyssey’s directors and executive officers is available in Odyssey’s proxy statement, which was filed with the SEC on April 25, 2025, for the 2025 Annual Meeting of Stockholders, Odyssey’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 31, 2026. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by

~~security~~Election ~~holding~~Proposal or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed Merger when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the SEC and Odyssey as indicated above.

NoWith ~~Offer~~respect orto ~~Solicitation~~the Election Proposal, the five individuals named below were elected to serve as directors in accordance with the following vote:

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.


Nominee	For		Withheld
Mark D. Gordon		22,081,067		561,139
Mark B. Justh		21,787,427		854,779
Larissa T. Pommeraud		22,011,589		630,617
Jon D. Sawyer		21,979,092		663,114
Todd E. Siegel		21,972,228		669,978

~~Item~~Ratification ~~9.01.~~Proposal ~~Financial Statements and Exhibits.~~

~~(d)~~With ~~Exhibits~~respect to the Ratification Proposal, the stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm. Results of the vote were as follows:

Exhibit No.	Description
For	Against	Abstain
99.1	Transcript of the joint conference call held on April 13, 2026.
35,169,107	281,343	383,495
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Articles Amendment Proposal

With respect to the Authorized Capitalization Proposal, the proposal passed with an affirmative vote of a majority of the Company’s voting power outstanding. The results of the vote were as follows:


For	Against	Abstain
31,871,707	3,514,241	447,997

Plan Proposal

With respect to the Plan Proposal, the results of the vote were as follows:


For	Against	Abstain
20,934,966	1,558,840	148,400

Reverse Stock Split Proposal

With respect to the Reverse Split Proposal, the proposal passed with an affirmative vote of a majority of the Company’s voting power outstanding. The results of the vote were as follows:


For	Against	Abstain
31,683,294	3,685,661	464,990

Compensation Proposal

With respect to the Compensation Proposal, the stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The results of the vote were as follows:


For	Against	Abstain
21,172,628	1,024,128	445,450

Broker Non-Votes

There were 13,191,739 broker non-votes with respect to the Election Proposal, the Plan Proposal and the Compensation Proposal. There were zero broker non-votes with respect to the Authorized Capitalization Proposal and Reverse Stock Split Proposal. Broker non-votes were not relevant to the Ratification Proposal.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ODYSSEY MARINE EXPLORATION, INC.

Dated: April 14, 2026

/s/ Mark D. Gordon

Dated: June 03, 2026

/s/ Mark D. Gordon

Mark D. Gordon

Chairman and Chief Executive Officer

Chief Executive Officer

Filing Compare · ODYSSEY MARINE EXPLORATION INC