Odyssey Marine Exploration Enters Note Purchase Agreement with AOM

What Happened

• Odyssey Marine Exploration Inc. (OMEX) filed an 8-K on Sept. 14, 2026 disclosing changes to a Note Purchase Agreement (NPA) with American Ocean Minerals Corporation (AOM). The original NPA (dated April 8, 2026) resulted in secured promissory notes issued between May and July 2026 for up to $5.0 million, and a Pre-Closing Note of $700,000 purchased on May 28, 2026.
• By an Amendment dated Sept. 8, 2026, Odyssey and AOM agreed that AOM will purchase an additional Initial Note for $500,000 on Sept. 9, 2026 and that AOM may continue to purchase or advance additional Initial and Pre-Closing Notes up to $5.0 million each (or higher if AOM agrees in writing). The Odyssey Notes are secured by a security interest in substantially all of Odyssey’s assets.

Key Details

• Aggregate potential funding: up to $5.0M in Initial Notes and up to $5.0M in Pre-Closing Notes (each may be increased at AOM’s discretion).
• Recent purchases: Pre-Closing Note of $700,000 on May 28, 2026; additional Initial Note of $500,000 to be purchased on Sept. 9, 2026.
• Interest and repayment: interest at 8.0% per annum, capitalized quarterly into principal; all principal and accrued interest due on the earlier of April 8, 2027 or the closing of the contemplated merger. Default interest rate increases to 11.0% per annum.
• Use of proceeds: Amendment allows proceeds from Pre-Closing Notes to be used for transaction expenses incurred on or prior to the merger.

Why It Matters

• This amendment increases Odyssey’s secured indebtedness and gives AOM discretion to provide further funding, which affects the company’s near-term liability profile. The notes are secured by substantially all assets, creating a lien on company assets.
• The notes mature soon (by April 8, 2027) or upon the closing of the proposed merger, and interest is capitalized into principal, which can raise total repayable debt over time. Investors should note the added secured debt, the potential for additional advances, and the higher default interest rate if payments are missed.