Project Developments - The ExO Phosphate Project in Mexico contains a significant deposit of high-grade phosphate rock, with extraction being financially attractive due to its location 70-90 meters deep [124]. - Odyssey is seeking over $2 billion in compensation from Mexico due to repeated unlawful permit denials for the ExO project, which has significantly impacted the company's investment value [129]. - The CIC Project received a five-year exploration license from the Cook Islands Seabed Minerals Authority, with offshore explorations yielding positive early results [134]. - Odyssey holds approximately 14.67% of CIC's outstanding equity units and can earn up to 20 million equity units over the next several years, representing a potential 16% interest [136]. - The Ocean Minerals LLC Project involves a purchase agreement for a 13% interest in OML, with cash contributions of up to $10 million planned over the next year [139]. - The Lihir Gold Project in Papua New Guinea has identified at least five prospective gold exploration targets, with ongoing exploration programs to validate and quantify resource content [142]. - Offshore survey operations in the Lihir license area produced a high-resolution acoustic terrain model, aiding in the characterization of the geological setting [145]. - Odyssey's exploration program in Papua New Guinea will focus on environmental surveys and studies to support future mining license applications [146]. - The company has developed an environmentally sustainable plan for the ExO project, ensuring no chemicals are used in the dredging process and that the seabed will be restored post-dredging [126]. Financial Performance - Total revenues for the three months ended June 30, 2023, decreased by $217,000 (55.6%) to $173,000 compared to $390,000 for the same period in 2022 [151]. - Marketing, general and administrative expenses decreased by $471,000 (20.5%) to $1.8 million for the three months ended June 30, 2023, compared to $2.3 million in 2022 [153]. - Operations and research expenses increased by $269,000 (21.9%) to $1.5 million for the three months ended June 30, 2023, driven by a $530,000 increase in marine equipment expenses [154]. - Total other expenses increased by $1.5 million (43.5%) to $4.9 million for the three months ended June 30, 2023, primarily due to a $771,000 increase in interest expense [155]. - Net income (loss) for the three months ended June 30, 2023, was $(5.7) million, a decrease of $1.0 million (22.2%) compared to $(4.7) million in 2022 [150]. - Total revenues for the six months ended June 30, 2023, decreased by $229,000 (33.0%) to $461,000 compared to $690,000 for the same period in 2022 [160]. - Operations and research expenses decreased by $3.0 million (47.7%) to $3.3 million for the six months ended June 30, 2023, primarily due to a $4.6 million decrease in litigation finance costs [162]. - Total other income increased by $19.7 million, resulting in net income of $12.8 million for the six months ended June 30, 2023, compared to a net expense of $6.8 million in 2022 [163]. Cash and Debt Management - Cash and cash equivalents at June 30, 2023, were $1.8 million, an increase of $0.4 million from $1.4 million at December 31, 2022 [169]. - Financial debt decreased to $36.8 million at June 30, 2023, from $46.7 million at December 31, 2022 [169]. - The total carrying value of the Company's consolidated notes payable as of June 30, 2023, was $40,925,145, compared to $46,743,700 as of December 31, 2022 [172]. - For the three months ended June 30, 2023, the Company recorded $86,130 in interest expense from the amortization of the debt discount, compared to $72,013 for the same period in 2022 [175]. - The Company entered into a Note and Warrant Purchase Agreement in March 2023, issuing a promissory note with a principal amount of up to $14.0 million, of which $13.1 million was advanced in March 2023 [176]. - The principal amount outstanding under the DP SPV Note bears interest at 11.0% per annum, with the first quarterly interest payment being satisfied with PIK Interest [177]. - The total face value of the obligation under the DP SPV Note as of June 30, 2023, was $13,652,646, net of unamortized debt fees and discounts [183]. - The Company entered into a Note Purchase Agreement with 37North SPV 11, LLC for $1.0 million, with the proceeds received in full on June 29, 2023 [184]. - The Company recorded $750,871 of interest expense from the amortization of the debt discount for the six months ended June 30, 2023 [183]. - The total proceeds from the Note and Warrant Purchase Agreement were allocated between debt and equity, resulting in a debt discount of $3,536,154 [182]. Going Concern and Financial Risks - As of June 30, 2023, the consolidated non-restricted cash balance was $1.8 million, with a working capital deficit of $35.7 million [191]. - The total consolidated book value of assets was approximately $14.0 million, which includes the cash balance [191]. - The company has raised substantial doubt about its ability to continue as a going concern due to financial conditions [191]. - The company does not engage in off-balance sheet financing arrangements and has no interest in limited purpose entities [196]. - There is no material market risk exposure, and the company has not entered into market risk sensitive instruments [197]. - The company currently has no debt obligations with variable interest rates [198].

Financial Performance - Total revenues for Q1 2023 were $289,000, a decrease of 3.7% compared to $300,000 in Q1 2022[130]. - Total operating expenses decreased by 47.4% to $3,666,000 in Q1 2023 from $6,975,000 in Q1 2022[130]. - Net income for Q1 2023 was $16,601,000, representing a significant increase of 301.7% compared to a net loss of $8,230,000 in Q1 2022[130]. - Total revenue for the three months ended March 31, 2023, was $289 thousand, consistent with the same period in 2022[131]. - Operating expenses for the three months ended March 31, 2023, were $1.9 million, unchanged from the same period in 2022[132]. - Total other income and expense resulted in a net income increase of $21.2 million, attributed to a $21.5 million gain on the extinguishment of the Minosa Notes[135]. Expenses and Income - Operations and research expenses dropped by 64.6% to $1,788,000 in Q1 2023 from $5,057,000 in Q1 2022[130]. - Operations and research expenses decreased by $3.3 million for the three months ended March 31, 2023, primarily due to a $4.3 million decrease in litigation financed costs[134]. - Total other income increased dramatically to $17,736,000 in Q1 2023 from an expense of $3,416,000 in Q1 2022, marking a 619.2% change[130]. - Net cash used in operating activities for the three months ended March 31, 2023, was $3.5 million, an increase of approximately $1.8 million compared to the same period in 2022[139]. Cash and Debt Management - Cash and cash equivalents at March 31, 2023, were $674 thousand, a decrease of $769 thousand from December 31, 2022[142]. - Financial debt of the company was $36.1 million at March 31, 2023, down from $46.7 million at December 31, 2022[142]. - The company issued a promissory note in the principal amount of $13.1 million as part of a Note and Warrant Purchase Agreement on March 6, 2023[149]. - The principal amount outstanding under the DP SPV Note bears interest at 11.0% per annum, with the first quarterly interest payment due to be satisfied with PIK Interest[150]. - As of March 31, 2023, the carrying value of the debt was $9,798,236, net of unamortized debt fees and discounts, with a total face value of $13,100,000[155]. Non-controlling Interest - Non-controlling interest increased by 20.1% to $2,235,000 in Q1 2023 from $1,861,000 in Q1 2022[130]. - The non-controlling interest adjustment for the three months ended March 31, 2023, was $2.2 million, compared to $1.9 million for the same period in 2022[137]. Business Strategy and Concerns - Odyssey has the right to issue up to 3,465,778 shares at an exercise price of $3.78, which is 120.0% of the closing price prior to the Purchase Agreement[151]. - Odyssey reported a working capital deficit of $32.6 million and a consolidated cash balance of $674,000 as of March 31, 2023[158]. - The company has experienced several years of net losses, raising substantial doubt about its ability to continue as a going concern[156]. - Odyssey's 2023 business plan relies on generating new cash inflows through monetization of receivables and equity stakes in seabed mineral companies[157]. - The company entered into a $3.0 million sale/leaseback arrangement for marine equipment to improve liquidity[157]. Project Developments - The ExO Phosphate Project is expected to provide significant benefits to Mexico's agricultural development, with a large amount of high-grade phosphate rock available for extraction[106]. - The South American Phosphate Project will cover 366 square kilometers of seabed, with potential high-grade phosphate deposits similar to the ExO project, which has an estimated 588 million tonnes of resource[119][121]. - The Lihir Gold Project exploration license covers a subsea area with at least five prospective gold exploration targets, adjacent to one of the world's largest terrestrial gold deposits[122]. - Odyssey has filed a NAFTA claim seeking over $2 billion in compensation due to the unlawful denial of environmental permits for the ExO project[111]. Accounting and Compliance - The company adopted ASU No. 2020-06 effective January 1, 2022, affecting the accounting for convertible instruments[161]. - Odyssey's total consolidated book value of assets was approximately $13.2 million as of March 31, 2023[158]. - The company incurred $98,504 in related fees, amortized over the term of the Purchase Agreement, and recorded a debt discount of $3,416,594[154]. - Odyssey has no off-balance sheet financing arrangements and does not engage in market risk-sensitive instruments[163][164].

Financial Performance - Total revenue for 2022 was $1.3 million, an increase of $0.4 million or 45.0% compared to $0.9 million in 2021[128] - Net income loss for 2022 was $23.1 million, a decrease of $13.2 million or 132.4% compared to a loss of $10.0 million in 2021[128] - Total other expenses increased to $13.8 million in 2022, up $12.6 million or 1075.8% from $1.2 million in 2021, primarily due to increased interest expenses[132] - Total operating expenses for 2022 were $18.4 million, an increase of $2.5 million or 15.8% from $15.9 million in 2021[128] - The company has experienced several years of net losses, raising doubt about its ability to continue as a going concern[191] Cash Flow and Liquidity - Cash used in operating activities for 2022 was $9.3 million, an increase of $3.8 million compared to $5.4 million in 2021[138] - Cash flows provided by financing activities in 2022 were $10.8 million, significantly higher than $1.2 million in 2021[142] - Ending cash and cash equivalents decreased to $1.4 million in 2022 from $2.3 million in 2021[144] - The consolidated non-restricted cash balance at December 31, 2022, was $1.4 million, with a working capital deficit of $60.7 million[193] Debt and Financial Obligations - Financial debt increased to $46.7 million at the end of 2022 from $41.9 million at the end of 2021[145] - The total face value of the obligation as of December 31, 2022, was $24,848,406, an increase from $19,266,818 in 2021[190] - As of December 31, 2022, the carrying value of the obligation was $24,347,513, net of unamortized debt fees of $146,897 and a debt discount of $353,996[190] - The company incurred $295,932 in debt discount expense and $146,896 in fee amortization for the year ended December 31, 2022[190] Expenses - Marketing, general and administrative expenses rose to $8.5 million in 2022, up $2.2 million or 34.2% from $6.3 million in 2021[130] - Marketing, general and administrative expenses increased by $2.6 million to $6.3 million for the year ended December 31, 2021, compared to $3.8 million for the year ended December 31, 2020[150] - Operations and research expenses decreased by $1.4 million to $9.6 million for the year ended December 31, 2021, compared to $10.9 million for the year ended December 31, 2020[151] Equity and Investments - The company sold 4,939,515 shares of common stock and warrants in June 2022, generating net proceeds of $14.7 million after offering expenses of $1.8 million[192] - Non-controlling interest increased to $7.7 million in 2022 from $6.2 million in 2021, reflecting compounding interest on intercompany debt[136] Litigation and Funding - Odyssey paid AHMSA $9.0 million as a Termination Payment on March 6, 2023[169] - A portion of the MINOSA Notes was converted into 304,879 shares of Odyssey's common stock[169] - The Maximum Investment Amount for litigation financing is capped at $6.5 million, with $1.5 million allocated for Phase I and $5 million for Phase II[174] - The Funder is entitled to a closing fee of $80,000 for both Phase I and Phase II Investment Amounts[174] - If the Claimholder ceases the Subject Claim, all Claims Payments will convert to a senior secured liability with an annualized IRR of 50%[179] - The Funder has the right to receive 100% of the Proceeds until the cumulative amount equals the total Claims Payments made under Phase I[182] - The Claimholder must exercise options for Tranche A and Tranche B in writing within specified timeframes to receive additional funding[174] - The Funder's rights to the Recovery Percentage will survive any decision by the Claimholder to utilize Self-Funding[181] - The Claimholder acknowledged the Funder's priority right to any Proceeds, including collateral to secure obligations under the Agreement[183] - The Agreement includes customary provisions such as representations, warranties, and indemnification[183] - The Funder provided $2.0 million in Arbitration Support Funds during 2020, with related fees of $200,000 treated as an additional advance[184] Tax and Valuation - The company recorded a valuation allowance of $85.3 million for deferred tax assets as of December 31, 2022, indicating they are unlikely to be realized[198] - As of December 31, 2022, the total consolidated book value of assets was approximately $13.3 million[193]

Financial Performance - Total revenues for Q3 2022 increased by 82% to $358,000 compared to $197,000 in Q3 2021[109] - Total revenues for the nine months ended September 30, 2022 increased by $377 million, or 56%, to $1,048 million compared to $671 million for the same period in 2021[118] - Net loss for Q3 2022 was $5,455,000, a 33.5% increase from the net loss of $4,085,000 in Q3 2021[109] - The company recorded a net loss of $18.4 million for the nine months ended September 30, 2022, an increase in loss of $8.3 million, or 83.1%, compared to a net loss of $10.0 million for the same period in 2021[118] Operating Expenses - Total operating expenses rose by 21.1% to $4,078,000 in Q3 2022 from $3,368,000 in Q3 2021[109] - Marketing, general and administrative expenses rose by $1.7 million, or 35.9%, to $6.4 million for the nine months ended September 30, 2022, compared to $4.7 million for the same period in 2021[120] - Operations and research expenses increased by $1.3 million, or 18.8%, to $8.2 million for the nine months ended September 30, 2022, compared to $6.9 million for the same period in 2021[121] - Total other income and expense resulted in a net expense of $10.5 million for the nine months ended September 30, 2022, an increase of $6.8 million, or 187.6%, compared to $3.6 million for the same period in 2021[122] Cash Flow and Debt - Net cash used in operating activities for the nine months ended September 30, 2022 was $6.0 million, an increase of approximately $1.9 million compared to $4.1 million for the same period in 2021[125] - Cash and cash equivalents at September 30, 2022 were $6.8 million, an increase of $4.5 million from $2.3 million at December 31, 2021[128] - Financial debt increased to $44.6 million at September 30, 2022, compared to $41.3 million at December 31, 2021[130] - The carrying value of the debt as of September 30, 2022, was $24,204,704, compared to $18,323,097 on December 31, 2021, representing an increase of approximately 32.3%[133] - The total face value of the debt obligation at September 30, 2022, was $24,821,967, compared to $19,266,818 at the end of 2021, showing an increase of about 29.5%[133] - The consolidated non-restricted cash balance at September 30, 2022, was $6.8 million, with a working capital deficit of $53.1 million[144] Legal and Regulatory Matters - Odyssey is seeking over $2 billion in compensation from Mexico due to repeated unlawful denials of environmental permits for the ExO project[91] - The company has secured funding of up to $10 million for litigation costs related to the NAFTA case[94] Project Developments - The ExO Phosphate Project is expected to provide significant benefits to Mexico's agricultural development and is located within a 50-year mining concession[86][87] - The Lihir Gold Project has an 85.6% interest in Bismarck Mining Corporation, which holds the exploration license for gold targets in Papua New Guinea[95] - The South American Phosphate Project will be a joint venture where Odyssey holds a 75% interest, covering 366 square kilometers of seabed[104][106] - The CIC Consortium, which includes Odyssey, received a five-year exploration license from the Cook Islands, with operations commencing in 2022[102][103] - The exploration program for the Lihir Gold Project aims to validate and quantify precious and base metal content, with offshore surveys completed in early 2022[98][99] Financing Activities - The company raised $10.9 million from financing activities during the nine months ended September 30, 2022, compared to $1.5 million for the same period in 2021[127] - The company generated net proceeds of $14.7 million from the sale of 4,939,515 shares of common stock and warrants, after offering expenses of $1.8 million[141] Interest Expense - For the three months ended September 30, 2022, interest expense from debt discount amortization was $76,133, compared to $63,689 for the same period in 2021, reflecting a year-over-year increase of approximately 19.3%[133] - For the nine months ended September 30, 2022, interest expense from debt discount amortization totaled $216,286, up from $174,420 in 2021, indicating a growth of about 24%[133] - The company recognized $300,000 of interest expense for the nine months ended September 30, 2022, related to the Note Agreement with 37North[138] Concerns and Risks - The company has experienced several years of net losses and may continue to do so, raising concerns about its ability to continue as a going concern[140] - The company does not engage in off-balance sheet financing arrangements and has no interest in limited purpose entities[149]

Financial Performance - Total revenues increased to $390,000 in Q2 2022 from $182,000 in Q2 2021, representing a growth of 214.3%[113] - Total revenue for the three months ended June 30, 2022 was $0.4 million, consistent with the same period a year ago[114] - Total revenues for the six months ended June 30, 2022 were $690 million, an increase of $216 million or 45.5% compared to $474 million for the same period in 2021[120] Expenses - Marketing, general and administrative expenses rose by 48.5% to $2,292,000 in Q2 2022 compared to $1,700,000 in Q2 2021[113] - Operating expenses increased by $0.6 million to $2.3 million for the three months ended June 30, 2022, compared to $1.7 million for the same period in 2021, driven by increases in employee benefits and legal fees[115] - Marketing, general and administrative expenses increased by $1.2 million to $4.2 million for the six months ended June 30, 2022, representing a 40.7% increase from $3.0 million in 2021[122] - Total operating expenses decreased by 125.8% to $3,522,000 in Q2 2022 from $5,129,000 in Q2 2021[113] - Operations and research expenses decreased significantly by 181.3% to $1,230,000 in Q2 2022 from $3,429,000 in Q2 2021[113] - Operations and research expenses decreased by $2.2 million to $3.0 million for the three months ended June 30, 2022, primarily due to a $2.6 million decrease in litigation financed costs[116] - Total other income and expense resulted in a net expense of $3.4 million for the three months ended June 30, 2022, an increase of $4.6 million compared to a net income of $1.2 million in the same period in 2021[117] - Total other income and expense for the six months ended June 30, 2022 was a net expense of $6.8 million, an increase of $5.7 million from a net expense of $1.1 million in 2021[125] Net Loss and Financial Position - Net loss increased to $4,683,000 in Q2 2022 from a loss of $2,227,000 in Q2 2021, reflecting a deterioration of 121.2%[113] - The company has experienced several years of net losses and may continue to do so, raising doubt about its ability to continue as a going concern[146] - As of June 30, 2022, the company had a consolidated non-restricted cash balance of $10.5 million and a working capital deficit of $45.9 million[146] - The total consolidated book value of the company's assets was approximately $17.8 million as of June 30, 2022[146] Non-controlling Interest - Non-controlling interest increased by 32.6% to $1,858,000 in Q2 2022 from $1,528,000 in Q2 2021[113] - Non-controlling interest adjustment for the six months ended June 30, 2022 was $3.7 million, up from $2.9 million in the same period in 2021, reflecting a 27.6% increase[126] Cash Flow and Financing - Cash and cash equivalents increased to $10.5 million as of June 30, 2022, up from $2.3 million at December 31, 2021, representing an increase of $8.3 million[132] - Financial debt of the company was $44.6 million at June 30, 2022, an increase from $41.3 million at December 31, 2021[133] - The company entered into a Note Purchase Agreement with 37North SPV 11, LLC for a loan of up to $2,000,000, which was fully received on March 25, 2022[137] - The company prepaid $2,200,000 of the outstanding amounts under the Note Agreement on June 29, 2022, and the remaining $100,000 on July 6, 2022[139] - The company generated net proceeds of $14.7 million from the sale of 4,939,515 shares of common stock and warrants on June 10, 2022, after offering expenses of $1.8 million[144] Project Developments - The ExO Phosphate Project is expected to provide significant benefits to Mexico's agricultural development due to its high-grade phosphate rock[88] - Odyssey is pursuing a NAFTA claim against Mexico seeking over $2 billion in compensation for the repeated denial of environmental permits for the ExO project[94] - The South American Phosphate Project will cover 366 square kilometers of seabed and is anticipated to be developed using environmentally responsible methods[110] - Odyssey holds an 85.6% interest in Bismarck Mining Corporation, which is exploring the Lihir Gold Project in Papua New Guinea[98] Accounting and Risk Management - The company adopted ASC 2020-06, which affects the accounting for convertible instruments and requires the entire expected repayment amount of $2.2 million to be recorded upon issuance of the Note Agreement[140] - The company does not engage in off-balance sheet financing arrangements and has no interest in limited purpose entities[151] - The company does not believe it has material market risk exposure and has not entered into any market risk sensitive instruments[153]

Table of Contents 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 March 31, 2022. or ☐ 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 o ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 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 ...

Table of Contents Table of Contents 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, 2021. or ☐ 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) Neva ...

Table of Contents Table of Contents 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 June 30, 2021. or ☐ 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 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Washington, D.C. 20549 For the quarterly period ended March 31, 2021. FORM 10-Q or ☐ 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 jurisdicti ...