Summary of Conference Call for Odyssey Marine Exploration (OMEX) and Metals Inc. Odyssey Marine Exploration (OMEX) Industry Overview - Odyssey Marine Exploration operates in the ocean exploration sector, focusing on sustainable discovery of critical minerals from the seafloor, including polymetallic nodules for battery metals and subsea phosphate deposits for fertilizers [1][3] - Recent US policy shifts and investments in the sector are creating significant opportunities for companies like Odyssey [3][6] Company Developments - Odyssey has improved its balance sheet, raising over $8 million in working capital and reducing outstanding debt by over 53% through conversions of debt by long-term investors [5] - The company has a diversified portfolio of projects, mitigating commodity and geopolitical risks [4] - Odyssey is one of only two US-listed companies providing exposure to the seafloor mineral sector [3] Strategic Partnerships and Projects - The company has a partnership in a Mexican phosphate project, which is crucial for food security in Mexico and the Americas [12] - In the Cook Islands, Odyssey has investments in two out of three license holders, with significant mineral resources estimated at 12 billion wet tons of polymetallic nodules [10][11] - The company is well-positioned to capitalize on recent US government initiatives to acquire critical minerals, including a $1 billion federal funding proposal [6][7] Investment Opportunity - The potential value of Odyssey's projects is estimated between $700 million to $1.4 billion, significantly higher than its current market cap [16] - The company is actively pursuing opportunities in the Cook Islands and Mexico, with expectations of progress reports in the fall [13][14] Metals Inc. Company Overview - Metals Inc. is focused on discovering and developing large copper and gold deposits, with a market cap around $65 million [30][47] - The company has outperformed relevant ETFs, with a 284% increase year-to-date [29] Project Highlights - Active projects include the Superblock and Bellas Gate projects in Jamaica, and the Khaleesi project in Peru [33][35][41] - The Superblock project is being drilled in collaboration with a neighboring company, while the Bellas Gate project is fully funded by Freeport McMurray [34][35] - The Khaleesi project is fully permitted and set to begin drilling, with significant copper grades identified in soil samples [41][44] Strategic Approach - Metals Inc. maintains a disciplined strategy focused on copper and gold assets, with over 65% of shares held by insiders and institutional investors [30][31] - The company aims to build district-scale properties and gather technical data to inform decisions on asset divestment or partnerships [32] Future Outlook - The company is positioned for significant news flow regarding drill assays and project developments in the coming months [48] - The strategic partnerships and funding arrangements are designed to minimize equity dilution while advancing projects [47]

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 June 30, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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) Securitie ...

Core Viewpoint - The article highlights significant movements in the Hong Kong and US stock markets, focusing on various companies' performances and the impact of regulatory changes on specific sectors. Group 1: Hong Kong Stock Market Highlights - Haitian Flavoring (03288) debuted with over a 3% increase, raising HKD 10 billion and holding a 6.2% global market share in soy sauce, leading the Chinese seasoning market with a 4.8% share [1] - Stablecoin concept stocks surged, with Lianlian Digital up 11%, Yika up 9%, and Zhong An Online up 8%, driven by the implementation of Hong Kong's stablecoin regulations [1] - Hezhima Intelligent (02533) rose over 3% as it plans to acquire an AI chip company to expand its automotive and edge AI product lines [1] - Delin Holdings (01709) increased over 3% with an expected annual profit growth of 10%-30% (to HKD 110-130 million) and its subsidiary Synaptic Technology securing tens of millions in A-round financing [1] - Jingtai Technology (02228) saw over a 4% rise, producing its first clinical candidate drug, PRMT5 inhibitor PE-0260, with clinical trials set to start in the second half of 2025 [1] - Gold stocks collectively fell, with Lingbao Gold and Zhu Feng Gold both down 4%, affected by a pullback in spot gold prices [1] - Innovent Biologics (01801) rose over 4% after obtaining global rights for GlycoT's ADC technology, with positive outlooks for IBI363/343's international potential [1] - Longpan Technology (02465) increased over 6% due to policy support accelerating solid-state battery industrialization, with the Ministry of Industry and Information Technology allocating HKD 6 billion for special research [1] Group 2: Other Notable Movements - Simor International (06969) fell over 5% as shareholder Yiwei Lithium Energy announced a third reduction of 3.5% in its stake, dropping to 27% and losing control [2] - Fubo Group (03738) rose over 4% due to favorable policies for data asset REITs, with the company targeting annual AI business revenue in the million-dollar range [2] - Yadea Holdings (01585) increased over 4% with a projected 55% rise in H1 net profit to HKD 1.6 billion, driven by new national standards enhancing industry concentration [2] - Perfect Medical (01830) fell over 6% as medical beauty consumption shifted to Shenzhen and South Korea, with an expected 35% decline in annual profit [2] - Yunbai International (00030) surged over 15% after acquiring global distribution rights from its parent company Yunnan Baiyao, covering a full range of products including medicines and personal care [2] - Luk Fook Holdings (00590) dropped over 4% due to increased gold hedging losses from rising gold prices and high base effects from last year's acquisition of King of Gold [2] Group 3: US Stock Market Highlights - Brain Regen Technologies (RGC.US) fell over 18% after a 400% increase in the previous two days, as profit-taking occurred; the company focuses on liquid formulations for ADHD and autism [3] - Marvell Technology (MRVL.US) rose over 7% after announcing a collaboration to develop AI power solutions and launching a 2nm custom SRAM chip with leading bandwidth and energy efficiency [3] - Circle (CRCL.US) surged over 33% after the US Senate passed a stablecoin bill, boosting the stock's value by 410% since its listing [3] - The rare earth sector continued to rise, with MP Materials up 4.9% and USA Rare Earth up 5.58%, driven by policy support for strategic resource demand [3] - Wolfspeed (WOLF.US) fell over 30% amid reports of a potential bankruptcy agreement, despite the silicon carbide market projected to reach USD 29 billion by 2030 [3] - Odyssey Marine (OMEX.US) rose over 11% after Trump signed an executive order to expedite deep-sea mining permits, with a 93% increase year-to-date [3] - Huya (HUYA.US) increased over 3% as the "HYPER eSports Carnival" is set to open in Chengdu, boosting platform traffic and commercialization expectations [3] Group 4: Additional Notable Movements - AST SpaceMobile (ASTS.US) rose over 10%, with an 85% increase in June, partnering with Vodafone India to provide satellite connectivity to unconnected areas [4] - Arqit Quantum (ARQQ.US) surged over 22% after being selected for Oracle's defense ecosystem, highlighting the strategic value of quantum encryption technology [4] - Aptevo (APVO.US) skyrocketed over 81% due to a new leukemia drug showing an 85% response rate in frontline treatment [4] - Upstart (UPST.US) rose over 10% after Bank of America raised its target price to USD 56, maintaining a "hold" rating as the credit tech platform's valuation recovers [4] - Coinbase (COIN.US) increased over 16% as it plans to apply to the SEC for "tokenized stocks," opening new growth opportunities in traditional equity on-chain [5]

Summary of Odyssey Marine Exploration (OMEX) Conference Call Company Overview - **Company**: Odyssey Marine Exploration Inc. (OMEX) - **Ticker Symbol**: OMEX - **Industry**: Seafloor mineral exploration, focusing on sustainable and responsible extraction of critical minerals and metals from the ocean floor, including battery metals and phosphates for fertilizers [1][2] Key Points and Arguments 1. **Stock Performance**: The stock price increased from $0.69 on April 16 to over $1.20 within two months, indicating positive market sentiment and potential growth [3] 2. **Market Opportunity**: The company emphasizes that all minerals available on land can also be found on the ocean floor, with a focus on battery metals for green energy and phosphates for food security [4] 3. **Operational Experience**: Odyssey has 30 years of experience in deep ocean operations, which provides a competitive advantage in navigating high barriers to entry in the industry [5] 4. **Valuation Perspective**: The current market cap is viewed as undervalued compared to historical valuations, suggesting significant upside potential if projects succeed [6] 5. **Executive Order Impact**: President Trump's executive order to accelerate seafloor mineral extraction is expected to positively influence the industry, enhancing opportunities for Odyssey and similar companies [7][8] 6. **Regulatory Compliance**: Odyssey has regained NASDAQ listing compliance and has seen an influx of capital from long-term investors, indicating renewed investor confidence [8][9] 7. **Project Updates**: - **Fosigmex Project**: The Mexican phosphate project has an internal net present value (NPV) of $1.3 billion, with Odyssey's ownership value projected between $212 million and $439 million [13] - **Cook Islands Projects**: Involvement in two out of three license holders, with OML on track to submit for an extraction permit by late 2026 and significant progress on pre-feasibility studies [11][12] - **CIC Project**: Potential asset value estimated between $710 million and $1.4 billion based on OML's valuation, indicating substantial growth potential [16] Additional Important Content 1. **Global Strategy**: The executive order is expected to influence global approaches to seabed mineral development, encouraging other countries to focus on similar initiatives [17][18] 2. **Data-Driven Approach**: Odyssey has evaluated 120 exclusive economic zones and identified 60 projects with high potential, showcasing a strategic approach to project selection [22] 3. **Environmental Considerations**: The company is committed to environmentally responsible practices in mineral extraction, aligning with global sustainability goals [22] This summary encapsulates the key insights and developments discussed during the Odyssey Marine Exploration conference call, highlighting the company's strategic positioning and growth potential in the seafloor mineral extraction industry.

Legal and Regulatory Matters - The company received an arbitral award of $37.1 million from Mexico for breaching obligations under NAFTA, plus interest from October 12, 2018 [148]. - The company is appealing the cancellation of ExO's mining concessions by the Mexican mining authority [149]. - The company has invested up to $10 million in funding for NAFTA arbitration costs related to the ExO project [147]. Mining and Exploration Projects - The company holds an 85.6% interest in Bismarck Mining Corporation, which has an exploration license for the Lihir Gold Project in Papua New Guinea [161]. - The ExO Phosphate Project is located 70-90 meters deep in Mexico's Exclusive Economic Zone and contains high-grade phosphate ore [141]. - The company has a joint venture with Capital Latinoamericano to develop a strategic fertilizer production project in Mexico [150]. - The company plans to conduct further exploration activities in the Lihir Gold Project area, having collected 127 geological samples and conducted seven ROV dives in 2023 [165]. - The company has secured a five-year exploration license for the Ocean Minerals project, with ongoing efforts to validate polymetallic nodule resources [157]. - The company has developed an environmentally sustainable plan for the ExO Phosphate Project, ensuring minimal impact on marine ecosystems [143]. Financial Performance - Total revenue for Q1 2025 was $0.135 million, a decrease of 33.5% compared to $0.203 million in Q1 2024 [174]. - Net loss for Q1 2025 was $0.416 million, a decline of 145.2% compared to a net income of $0.921 million in Q1 2024 [174]. - The consolidated cash balance at March 31, 2025 was $2.5 million, down from $4.8 million at December 31, 2024 [189]. - The company reported a working capital deficit of $20.0 million as of March 31, 2025 [171]. - Total loans payable as of March 31, 2025 amounted to $25.4 million, an increase from $24.9 million at December 31, 2024 [190]. - Cash used in operating activities for Q1 2025 was $1.955 million, compared to $1.669 million in Q1 2024 [183]. Financing and Capital Management - The company plans to generate new cash inflows through monetization of equity stakes in seabed mineral companies and other financing opportunities [169]. - The company amended its March 2023 Notes to extend the maturity date and added a conversion feature, deferring a material cash need [170]. - The company expects sufficient operating funds through at least Q4 2025 from the proceeds of a recent stock sale and anticipated cash inflows [170]. - The Company amended the March 2023 Note and Warrant Purchase Agreement to include a minimum liquidity requirement and modify existing covenants [194]. - The maturity date of the March 2023 AR Notes was extended to December 31, 2025, with a conversion feature allowing holders to convert at a rate of 75% of the 30-day volume weighted average price, capped between $1.10 and $2.20 [195]. - The exercise price of the March 2023 Warrants was reduced from $3.78 to $1.10, and registration rights were granted to holders of the March 2023 AR Notes and Warrants [196]. - The fair value of the March 2023 Warrants decreased by $1.0 million for the three months ended March 31, 2025, compared to a decrease of $2.5 million for the same period in 2024 [197]. - The carrying value of the debt was $12.3 million as of March 31, 2025, which includes $0.4 million of Paid In Kind interest and is net of unamortized debt fees and discounts [199]. - The total face value of the March 2023 debt obligation was $13.5 million as of March 31, 2025, with a current interest rate of 11.0% [199]. - The Company issued December 2023 Notes totaling up to $6.0 million and associated warrants to institutional investors [203]. - The carrying value of the December 2023 debt was $6.3 million as of March 31, 2025, net of unamortized debt fees and discounts [207]. - The fair value of the December 2023 Warrants decreased by $0.4 million for the three months ended March 31, 2025 [205]. - The Company does not believe it has material market risk exposure and has not entered into market risk sensitive instruments [212].

Legal and Regulatory Matters - The Company received an arbitral award of $37.1 million from Mexico for breaching obligations under NAFTA, plus interest from October 12, 2018[161] - The Company is challenging the unlawful cancellation of ExO's mining concessions by the Mexican mining authority[162] - The Funder has provided a total of $24.8 million in Claims Payments as of December 31, 2024, under the Third Amended and Restated International Claims Enforcement Agreement[262] - The Funder agreed to provide up to $2.2 million in Arbitration Support Funds for litigation support costs related to the Subject Claim[259] - The Company incurred $0.2 million in related fees for the Arbitration Support Funds, treated as an additional advance[257] Financial Performance - Total revenue for the year ended December 31, 2024 was $0.769 million, a decrease of 4% compared to $0.804 million in 2023[189] - Net income for the year ended December 31, 2024 was $6.247 million, a significant improvement from a net loss of $3.885 million in 2023[189] - Total other income increased by 182.8% to $18.252 million in 2024 from $6.453 million in 2023[189] - The consolidated cash balance at December 31, 2024 was $4.8 million, up from $4.0 million at the end of 2023[207] - Cash flows provided by operating activities for 2024 were $0.642 million, a turnaround from cash used of $10.170 million in 2023[198] Expenses and Liabilities - Marketing, general and administrative expenses increased by 41.3% to $9.669 million in 2024 from $6.843 million in 2023[189] - The company had a working capital deficit of $16.7 million as of December 31, 2024[187] - Total loans payable decreased from $27.4 million in 2023 to $22.9 million in 2024, with long-term loans payable increasing from $7.9 million to $9.9 million[211] - Interest expense recorded for the years ended December 31, 2024 and 2023 was $1.8 million and $2.0 million, respectively[220] Equity and Financing - The Company issued 7,377,912 shares of common stock at $0.55 per share, raising approximately $4.1 million in December 2024[186] - The right to purchase an additional 7,220,141 shares at $1.10 per share is classified as an equity instrument, valued at approximately $1.5 million[210] - The December 2023 Note Purchase Agreement raised a total of $6.0 million, with $2.4 million allocated to warrants[228] - The company entered into a Note Purchase Agreement with 37North SPV 11, LLC for a loan of $1.0 million, which was non-interest bearing and matured on July 30, 2023[241] Project Developments - The ExO Phosphate Project is located 70-90 meters deep within Mexico's Exclusive Economic Zone and is expected to provide significant benefits to Mexico's agricultural development[154] - The Company and Capital Latinoamericano formed a joint venture to develop a strategic fertilizer production project in Mexico, with equal investment from both parties[163] - The Lihir Gold Project exploration license covers a subsea area believed to have commercially viable gold content, with an 85.6% interest held by the Company[177] - The offshore survey and mapping operations for the Lihir Gold Project were completed in 2022, producing a high-resolution acoustic terrain model of the seafloor[180] Debt and Interest Management - The March 2023 Note has a principal amount of up to $14.0 million, with a debt discount of $3.7 million amortized over its term[214] - The total face value of the March 2023 Note obligation was $13.1 million as of December 31, 2024[220] - The carrying value of the debt was $5.8 million and $3.7 million as of December 31, 2024 and 2023, respectively, net of unamortized debt fees and discounts[236] - The company evaluated the December 2023 NWPA Amendment and concluded it should be recorded as a debt extinguishment due to the addition of a substantive conversion option[240] Asset Management - The total consolidated book value of assets was approximately $18.5 million at December 31, 2024[187] - The fair value of the obligation increased to $57.0 million as of December 31, 2024, up from $52.1 million in 2023, reflecting a change of $4.8 million[263] - The company has a cost investment with a related party, requiring careful analysis to determine the proper accounting treatment[280] Risk Management and Valuation - The company does not believe it has material market risk exposure and has not engaged in market risk-sensitive instruments for trading or speculative purposes[283] - The fair value of derivative liabilities, including warrants, is estimated using a Black-Scholes model, which is sensitive to inputs like stock volatility and risk-free interest rates[276] - The company has identified critical accounting estimates that could result in materially different financial outcomes under varying assumptions[272]

Revenue Performance - Total revenue for Q3 2024 was $213,901, an increase of 21.6% compared to $175,876 in Q3 2023[29] - Total revenue for the three months ended September 30, 2024 was $0.21 million, an increase of $38,000 (21.6%) compared to $0.18 million for the same period in 2023[199][200] - Total revenue for the nine months ended September 30, 2024 was $0.6 million, a decrease of $4,000 compared to the same period in 2023[210] - Marine services revenue for the nine months ended September 30, 2024, was $590,248, down 6.1% from $628,907 in the same period of 2023[29] - For the three and nine months ended September 30, 2024, two customers accounted for 100% of total revenue, consistent with the previous year where one customer accounted for 100% of total revenue[154] Operating Expenses - Total operating expenses for Q3 2024 were $3,082,064, a 17.1% increase from $2,631,298 in Q3 2023[29] - Total operating expenses increased by $451,000 (17.1%) to $3.08 million for the three months ended September 30, 2024, compared to $2.63 million in 2023[199] - Marketing, general and administrative expenses for the three months ended September 30, 2024 were $1.73 million, an increase of $169,000 (10.8%) compared to $1.56 million in 2023[199][202] - Operations and research expenses increased by $282,000 (26.4%) to $1.35 million for the three months ended September 30, 2024, compared to $1.07 million in 2023[199][203] Net Income - The net income attributable to Odyssey Marine Exploration, Inc. for Q3 2024 was $18,688,236, compared to a net loss of $3,813,285 in Q3 2023[29] - Net income for the three months ended September 30, 2024 was $18.7 million, a significant increase of $22.5 million compared to a net loss of $3.8 million in 2023, reflecting a 590.1% change[199] - Net income for the nine months ended September 30, 2024, was $13,427,676, compared to $6,772,418 for the same period in 2023, representing a significant increase[35] Assets and Liabilities - Total assets decreased to $21,758,228 as of September 30, 2024, from $22,752,297 as of December 31, 2023[25] - Total liabilities decreased to $98,480,151 as of September 30, 2024, from $108,658,831 as of December 31, 2023[25] - Cash and cash equivalents decreased to $2,859,267 as of September 30, 2024, from $4,021,720 as of December 31, 2023[25] - The total loans payable as of September 30, 2024, amounted to $24,269,981, a decrease from $27,378,905 as of December 31, 2023[102] Cash Flow - The company experienced a net cash provided by operating activities of $2,411,075 for the nine months ended September 30, 2024, compared to a net cash used of $(8,741,824) in the same period of 2023[35] - Cash at the end of the period was $2,859,267, a decrease from $4,021,720 at the beginning of the period[35] Shareholder Equity - Basic net income per share for Q3 2024 was $0.90, compared to a loss of $0.19 per share in Q3 2023[29] - Basic earnings per share (EPS) for the three months ended September 30, 2024, was $0.90, while the diluted EPS was $0.13, compared to a basic EPS of $(0.19) and diluted EPS of $(0.19) for the same period in 2023[54] Financial Instruments and Derivatives - The fair value of warrants classified as liabilities decreased by $7,754,438 during the reporting period[33] - The company reported a change in derivatives liability fair value of $(18,471,872) for the nine months ended September 30, 2024[35] - The fair value of the 2022 Warrants decreased to $2.2 million as of September 30, 2024, with a decrease of $10.8 million for the three months ended September 30, 2024[144] Debt and Financing - The aggregate outstanding amount of the Oceanica-ExO Notes, including accrued interest, was approximately $119.3 million as of September 30, 2024, up from $105.0 million as of December 31, 2023[70] - The Company obtained an Economic Injury Disaster Loan (EIDL Loan) of $150,000, with principal balance remaining at $150,000 as of September 30, 2024[116] - The Company owes a vendor $0.5 million as an interest-bearing trade payable at a rate of 12.0% per annum, with no payment demanded despite the agreement maturing in August 2018[117] Investments - As of September 30, 2024, the investment in unconsolidated entities totaled $9,924,954, an increase from $9,001,646 as of December 31, 2023[77] - Odyssey purchased 733,497 membership interest units of Ocean Minerals, LLC for a total purchase price of $15.0 million, representing approximately 15.0% of the issued and outstanding membership interest[80] - The total purchase price for the OML Purchase Agreement was $15.0 million, with the initial closing consideration transferred being $10.3 million[88] Legal and Regulatory Matters - The company received an arbitral award of $37.1 million from Mexico for breaching obligations under NAFTA, which is considered a gain contingency[140] - The company has not recorded any related gain from the arbitration award as of September 30, 2024, pending analysis of collectability[140] Future Outlook - The company plans to generate new cash inflows through monetization of receivables and equity stakes in seabed mineral companies[42] - The exploration program for the Lihir Gold Project is ongoing, with a focus on validating and quantifying precious and base metal content, supported by a permit extension issued in November 2023[193] - The Company was notified by Nasdaq that it did not meet the minimum $35.0 million market value requirement for 30 consecutive business days, with a compliance period ending April 28, 2025[164]

Financial Performance - Total revenue for Q2 2024 was $215,565, an increase of 24.9% compared to $172,575 in Q2 2023[24]. - Marine services revenue increased to $179,821 in Q2 2024 from $166,832 in Q2 2023, reflecting a growth of 7.1%[24]. - The net loss attributable to Odyssey Marine Exploration, Inc. for Q2 2024 was $(1,527,103), compared to a net loss of $(4,931,609) in Q2 2023, showing an improvement of 69%[24]. - The company reported a loss from operations of $(3,016,002) in Q2 2024, compared to $(2,847,589) in Q2 2023[24]. - As of June 30, 2024, the company reported a net loss of $3.73 million, compared to a net loss of $7.25 million for the same period in 2023[25]. - The company generated net cash provided by operating activities of $3.97 million for the six months ended June 30, 2024, contrasting with a cash outflow of $7.57 million for the same period in 2023[28]. - The Company reported a basic net loss of $1,527,103 for the three months ended June 30, 2024, compared to a loss of $4,931,609 for the same period in 2023, indicating a significant improvement[44]. - Net loss for Q2 2024 was $1.53 million, a decrease of $3.41 million (69.0%) from a net loss of $4.93 million in Q2 2023[140]. - Net income for the six months ended June 30, 2024 was $1.97 million, a decrease of $15.41 million (88.7%) from $17.38 million in the same period of 2023[147]. Assets and Liabilities - Total assets increased to $26,282,002 as of June 30, 2024, up from $22,752,297 as of December 31, 2023, marking a growth of 15%[22]. - Current liabilities rose to $37,790,254 as of June 30, 2024, compared to $31,465,728 at the end of 2023, an increase of 20.1%[22]. - Total liabilities increased to $120,199,491 as of June 30, 2024, up from $108,658,831 at the end of 2023, reflecting an increase of 10.5%[22]. - The company has a total stockholders' deficit of $(93,917,489) as of June 30, 2024, compared to $(85,906,534) at the end of 2023[22]. - The total consolidated book value of assets was approximately $26.3 million at June 30, 2024, with a working capital deficit of $29.7 million[34]. - The total loans payable as of June 30, 2024, amounted to $27,916,977, with a net total of $25,938,628 after accounting for unamortized deferred fees and discounts[78]. - The total fair valued liabilities increased to $82,975,903 as of June 30, 2024, from $74,247,485 at December 31, 2023[99]. Cash Flow and Liquidity - The cash balance at the end of the period was $7.58 million, compared to $1.83 million at the end of June 2023, indicating a significant increase in liquidity[28]. - Cash at the end of the period on June 30, 2024, was $7.6 million, an increase of $3.6 million from $4.0 million at December 31, 2023[158]. - Cash flows used in investing activities for the six months ended June 30, 2024, were minimal at $(84,000), compared to $144,000 in 2023[156]. - Cash flows used in financing activities for the six months ended June 30, 2024, were $0.3 million, primarily for debt obligation payments, compared to $7.8 million provided in 2023[157]. Expenses - Operating expenses for Q2 2024 were $3,231,567, up from $3,020,164 in Q2 2023, representing an increase of 7%[24]. - Marketing, general and administrative expenses for Q2 2024 were $2.2 million, an increase of $0.4 million (21.9%) from $1.8 million in Q2 2023[142]. - Total operating expenses for Q2 2024 were $3.2 million, an increase of $0.2 million (7.0%) compared to $3.0 million in Q2 2023[140]. - Share-based compensation for the six months ended June 30, 2024, amounted to $1.56 million, compared to $0.37 million in the same period of 2023[28]. - Share-based compensation expense for the three months ended June 30, 2024, was $0.1 million, compared to $0.3 million for the same period in 2023, while for the six months, it was $1.6 million versus $0.4 million[111]. Investments and Acquisitions - The total purchase price for the 733,497 membership interest units of Ocean Minerals, LLC was $15.0 million, representing approximately 15.0% of the issued and outstanding membership interest[62]. - The initial closing consideration transferred for the OML Purchase Agreement was $10.3 million, including cash and shares of ORI[67]. - The company has the option to purchase up to an additional 1,466,993 OML Interest Units at $20.45 per unit within eighteen months from the Initial Closing Date[67]. - The company assessed its investment in CIC Limited for impairment annually, recording a loss if deemed other than temporary[61]. Risk and Compliance - The fair market value of the company's assets may differ from their net carrying book value, raising concerns about its ability to continue as a going concern[34]. - Management identified material weaknesses in internal control over financial reporting, which are currently being remediated[183]. - The company has engaged an Interim Controller and accounting advisory consultants to strengthen internal controls and financial reporting[184]. - The company is pursuing a claim under NAFTA against Mexico for over $2 billion due to wrongful denial of environmental permits for the ExO Phosphate Project, which has been challenged in court[125]. Shareholder Information - FourWorld Capital Management LLC beneficially owns approximately 20.0% of the company's Common Stock as of July 31, 2024[55]. - Two Seas Capital LP owns approximately 9.99% of the company's Common Stock after accounting for the beneficial ownership limitation applicable to warrants[55]. - Greywolf Distressed Opportunities Master Fund, L.P. beneficially owns approximately 9.2% of the company's Common Stock as of July 31, 2024[55].

Project Developments - The ExO Phosphate Project in Mexico has a significant deposit of high-grade phosphate ore, which can be extracted on a financially attractive basis, benefiting both local agriculture and global fertilizer markets [185]. - Odyssey holds a 56.04% interest in Oceanica, which owns 99.99% of ExO, and ExO has a 50-year mining license granted by Mexico, extendable for another 50 years [186]. - The CIC Project, awarded a five-year exploration license in February 2022, has shown positive early sampling results, indicating viable operational functions for future development [199]. - The Ocean Minerals, LLC Project has validated vast polymetallic nodule resources and is advancing recovery systems for commercial operations [203]. - Odyssey entered into a purchase agreement to acquire approximately 13% interest in OML, with the potential to increase this to 40% within 18 months [204]. - The Lihir Gold Project has received a permit extension from Papua New Guinea, allowing continued exploration of commercially viable gold content [209]. - A comprehensive project plan for the Lihir Gold Project has been developed, focusing on environmental surveys and studies to support future mining license applications [211]. - The exploration phase of the Lihir Gold Project will validate and quantify precious and base metal content, with further development dependent on resource characterization [212]. Financial Performance - Total revenue for Q1 2024 decreased by $86,000 to $203,000, a decline of 29.7% compared to $289,000 in Q1 2023 [225]. - Marketing, general and administrative expenses increased by $2.2 million to approximately $4.0 million, a rise of 122.2% from $1.8 million in Q1 2023 [227]. - Operations and research expenses decreased by $399,000 to $886,000, a decline of 31.1% compared to $1.3 million in Q1 2023 [228]. - Total other income decreased by $17.2 million, with net other income of $5.7 million in Q1 2024 compared to $22.9 million in Q1 2023 [229]. - Net cash used in operating activities for Q1 2024 was $1.6 million, a decrease of approximately $2.4 million compared to $3.0 million in Q1 2023 [233]. - Cash and cash equivalents at March 31, 2024, were $2.1 million, a decrease of $1.9 million from $4.0 million at December 31, 2023 [237]. - The company reported a net loss attributable to Odyssey Marine Exploration, Inc. of $3.5 million in Q1 2024, down from a net income of $22.3 million in Q1 2023, representing an 84.3% decline [225]. - The non-controlling interest adjustment for Q1 2024 was $2.6 million, compared to $2.2 million in Q1 2023, primarily due to increased operating costs [231]. Debt and Financing - Financial debt increased to $24.7 million at March 31, 2024, up from $23.34 million at December 31, 2023 [237]. - Total loans payable as of March 31, 2024, amounted to $27,741,436, an increase from $27,378,905 as of December 31, 2023, with long-term loans payable at $8,415,218 [239]. - The March 2023 Note has a principal amount of $15,270,792, bearing an interest rate of 11.0% per annum, with interest payable in cash quarterly or as PIK Interest [242]. - The fair value of the March 2023 Warrant at March 31, 2024, was $5,263,018, reflecting a change in valuation due to its classification as a derivative liability [244]. - The December 2023 Notes issued totaled $3.75 million and $2.25 million, with an interest rate of 11.0% per annum, and the first interest payment will be satisfied with PIK Interest [255]. - As of March 31, 2024, the carrying value of the debt was $14,162,450, including PIK Interest of $1,270,792 and net of unamortized debt fees of $28,425 [246]. - The Company recognized $618,067 in interest expense from the amortization of the debt discount for the three months ended March 31, 2024 [246]. - The Company entered into a Note Purchase Agreement with 37N for $1,000,000, which was non-interest bearing and matured on July 30, 2023 [247]. - 37N exercised its right to convert $360,003 of the outstanding indebtedness into 155,000 shares of common stock on December 29, 2023 [251]. - The total face value of the March 2023 Note was $15,270,792 as of March 31, 2024, compared to $14,858,816 as of December 31, 2023 [246]. - The proceeds from the December 2023 Note Purchase Agreement are intended for working capital and general corporate expenditures [257]. - The December 2023 Warrants allow holders to purchase up to 1,411,765 shares at an exercise price of $4.25 per share, representing 120.0% of the closing price prior to the agreement [258]. - The total proceeds from the December 2023 Note Purchase Agreement amounted to $6.0 million, with $3.75 million issued on December 1, 2023, and $2.25 million on December 28, 2023 [265]. - As of March 31, 2024, the carrying value of the debt was $4,125,947, net of unamortized debt fees of $50,918 and a debt discount of $1,860,882 [262]. - The consolidated non-restricted cash balance at March 31, 2024, was $2.1 million, with a working capital deficit of $30.1 million [266]. - The fair value of the December 2023 Warrants was initially recognized at $2,392,563, impacting the allocation of proceeds between debt and warrant liability [261]. - The current interest rate on the December 2023 Notes is 11.0% [262]. - The company has experienced several years of net losses, raising substantial doubt about its ability to continue as a going concern [263][266]. - The company plans to generate new cash inflows through monetization of receivables and equity stakes in seabed mineral companies [264]. - The December 2023 Warrants include a cashless exercise option if dividends are announced [258]. - The company does not engage in off-balance sheet financing arrangements [267].

Project Development and Exploration - Odyssey Marine Exploration has a diversified mineral portfolio, including projects where it holds a majority stake and others where it is a minority owner, focusing on environmentally responsible development [22]. - The ExO Phosphate Project in Mexico contains high-grade phosphate ore, with a mining license granted for 50 years, extendable for another 50 years, and is expected to provide significant benefits to Mexico's agricultural sector [35][37]. - Odyssey is seeking over $2 billion in compensation from Mexico under NAFTA due to unlawful permit denials for the ExO project, claiming that these actions have destroyed the value of its investment [42]. - The CIC Project, awarded a five-year exploration license in June 2022, has resulted in positive early sampling and operational data, with Odyssey holding approximately 14.99% equity in CIC [46][47]. - Odyssey has entered into a purchase agreement to acquire up to 40% interest in Ocean Minerals, LLC, contributing cash and a 6,000-meter ROV, with an initial closing completed in July 2023 [51]. - The Ocean Minerals project aims to develop recovery systems for high-quality polymetallic nodules, with ongoing exploration to secure environmental approvals for commercial operations [50]. - The Lihir Gold Project exploration license covers a subsea area with prospective gold targets, with an 85.6% interest in Bismarck Mining Corporation, Ltd [54]. - Previous exploration expeditions indicate the area is highly prospective for commercially viable gold content [55]. - In November 2023, a permit extension was issued to continue the exploration program, which began in late 2021 and is ongoing [56]. - Offshore survey and mapping operations produced a high-resolution acoustic terrain model of the seafloor, completed in 2022 [57]. - A comprehensive project plan was designed in the first half of 2023 to identify specific target areas for geological and environmental samples [57]. - The multi-year exploration program will focus on environmental surveys and studies to comply with Papua New Guinea's requirements [58]. - The Don Diego Phosphorite Project is located in the Mexican Exclusive Economic Zone, covering approximately 114,775 hectares of seafloor at a water depth of about 80 meters [136]. - The company holds a 56.04% interest in the Don Diego Phosphorite Project, which currently has no reportable mineral reserves [136]. - The primary concession for the project was granted in 2012, with additional adjacent concessions acquired in 2014 [136]. - The project requires approval of its Environmental and Social Impact Assessment from the Mexican Ministry of Environment and Natural Resources to commence further operations [139]. - The company is exposed to significant governmental regulations affecting operations, including the need for various licenses and permits [116]. Financial Performance and Reporting - The company reported a net income of $1.5 million in 2023, primarily due to a gain recognized on debt extinguishment, following a net loss of $23.1 million in 2022 [101]. - The company has experienced net losses in every fiscal year since inception, except for 2023 and 2004 [101]. - Total revenue for the year ended December 31, 2023 was $804,000, a decrease of $531,000 (39.8%) compared to $1.3 million in 2022 [158]. - Total operating expenses decreased by $8.0 million (41.9%) to $11.1 million in 2023 from $19.2 million in 2022 [157]. - Marketing, general and administrative expenses decreased by $2.6 million (27.4%) to $6.8 million in 2023 compared to $9.4 million in 2022 [159]. - Operations and research expenses decreased by $5.5 million (56.0%) to $4.3 million in 2023 from $9.8 million in 2022 [160]. - Total other income was $6.5 million in 2023, a change of $18.4 million from a net expense of $12.0 million in 2022 [161]. - Net cash used in operating activities for 2023 was $10.2 million, consistent with the $10.2 million used in 2022 [165]. - Cash flows provided by financing activities for 2023 were $13.8 million, including $21.4 million from loans payable issuance [169]. - The ending cash and cash equivalents increased to $4.0 million in 2023 from $1.4 million in 2022 [164]. - The non-controlling interest adjustment for 2023 was $9.2 million, up from $7.7 million in 2022 [163]. - The company did not declare any dividends in 2023 and none are anticipated in the foreseeable future [152]. - Total loans payable increased to $27.4 million as of December 31, 2023, up from $22.4 million at the end of 2022 [173]. - The company has a total debt obligation of $23.3 million as of December 31, 2023, compared to $22.4 million at the end of 2022 [171]. Internal Controls and Compliance - The company has identified material weaknesses in internal controls over financial reporting as of December 31, 2023, due to a restatement of financial information [82]. - The restatement has led to additional risks, including potential litigation and reputational issues for the company [83]. - The company aims to enhance gender and racial/ethnic diversity in management, with 50% of current employees being female [74]. - The company has identified material weaknesses in its internal control over financial reporting, which could adversely affect the accuracy and timing of financial reporting [87]. - As of December 31, 2023, the company's internal control over financial reporting was deemed ineffective due to existing material weaknesses [87]. - The company has initiated remediation measures for identified internal control weaknesses but cannot assure their adequacy for future effectiveness [87]. - The company may incur additional expenses and management time on compliance-related issues as it continues its control remediation activities [87]. Cybersecurity - Cybersecurity risks are a concern, with the company employing a comprehensive strategy for risk assessment and management [122]. - The company has not experienced material effects from cybersecurity threats due to proactive measures and advanced threat detection capabilities [130]. - The company’s cybersecurity governance includes regular updates to the board of directors on risks and incidents [132]. - The company’s incident response plan outlines roles, responsibilities, and communication strategies in the event of a cybersecurity incident [126]. Capital and Financing - The company expects the ICSID Tribunal to issue its Award in the first quarter of 2024 regarding the arbitration claim against Mexico [172]. - Odyssey issued a promissory note with a principal amount of up to $14.0 million, of which $13.1 million was advanced in March 2023 [184]. - The interest rate on the March 2023 Note is 11.0% per annum, with the first quarterly interest payment satisfied with PIK Interest [185]. - As of December 31, 2023, the carrying value of the debt was $13,116,138, net of unamortized debt fees and discounts [189]. - Odyssey entered into a Note Purchase Agreement with 37North SPV 11, LLC for a loan of $1,000,000, which was non-interest bearing and matured on July 30, 2023 [190]. - On December 1, 2023, Odyssey issued promissory notes totaling $3.75 million and additional notes of $2.25 million on December 28, 2023 [199]. - The December 2023 Notes also bear an interest rate of 11.0% per annum, with the first interest payment to be satisfied with PIK Interest [200]. - The first tranche of December 2023 Warrants allows the purchase of up to 1,411,765 shares at an exercise price of $4.25 per share [201]. - The second tranche of December 2023 Warrants allows the purchase of up to 211,565 shares at an exercise price of $7.09 per share [201]. - The total face value of the March 2023 Note obligation at December 31, 2023, was $14,858,816 [189]. - Odyssey's obligations under the December 2023 Notes are secured by a pledge of equity interests in Odyssey Marine Cayman Limited [200]. - The company entered into a Termination Agreement with Monaco, issuing 984,848 shares at $6.60 per share, totaling $6.5 million, and paying $3.0 million in cash, with $500,000 paid upon execution [205]. - A gain on debt settlement of approximately $5.2 million was recognized in Q4 2021, representing the difference between forgiven debt of approximately $14.7 million and total consideration of approximately $9.5 million [206]. - The company paid the remaining $2.5 million under the Termination Agreement on June 14, 2022 [208]. - The Litigation Financing Agreement allows for a maximum investment of $6.5 million, divided into two phases: $1.5 million for antecedent costs and $5.0 million for pursuing the claim [210][211]. - The Claimholder can request Tranche A funding of up to $3.5 million and Tranche B funding of up to $1.5 million, with specific conditions for each tranche [212]. - If the Claimholder ceases the Subject Claim, the Claims Payments convert to a senior secured liability with an annualized internal rate of return (IRR) of 50% [215]. - The Funder has the right to receive 100% of the Proceeds until the total Claims Payments are repaid, with additional compensation based on specified percentages of the investment amounts [220].