ODYSSEY MARINE EXPLORATION INC

Odyssey Marine Exploration Inc. announced a definitive merger agreement with American Ocean Minerals Corporation (AOM), valuing the combined entity at approximately $900 million. The deal includes a $156 million private placement and AOM's prior $75 million financing. Concurrently, Odyssey reported a Q2 2026 net loss of $9.3 million, an improvement from the prior year, but faced a significant working capital deficit of $22.2 million and a going concern warning, which the merger is expected to alleviate.

Odyssey Marine Exploration filed Amendment No. 2 to its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025. This amendment was filed in response to an SEC comment letter and primarily amends and restates the "Properties" disclosure. The company clarified its mineral exploration projects, distinguishing between material and non-material properties, and included details on its exploration program internal controls. The filing highlights its material interests in the CIC and OML polymetallic nodule projects in the Cook Islands EEZ, both in the exploration stage.

Odyssey Marine Exploration Inc. received a notice from Nasdaq regarding non-compliance with the minimum bid price rule, as its stock traded below $1.00 for 30 consecutive business days. The company has 180 calendar days, until January 19, 2027, to regain compliance by maintaining a closing bid price of at least $1.00 for ten consecutive business days. The notice has no immediate impact on the company's listing. Odyssey plans to use a previously approved reverse stock split (1-for-20 to 1-for-25) to regain compliance, anticipating this will occur before its merger with American Ocean Minerals Corporation.

Odyssey Marine Exploration Inc. filed an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This amendment was submitted in response to an SEC comment letter and specifically revises the disclosure in Part I, Item 2, 'Properties.' The changes aim to clearly distinguish between material and non-material mineral exploration projects, provide information required by Regulation S-K Items 1303 and 1304, and include details on exploration program internal controls as mandated by Item 1305. The company confirmed that this amendment does not modify or update financial results or reflect events occurring after the original filing date.

Odyssey Marine Exploration Inc. filed an amendment to its 10-Q to include Exhibits 10.5, 10.6, 10.7, and 10.8, which were inadvertently omitted from the original filing. Additionally, a new certification by the company's principal executive and financial officers was filed as Exhibit 31.2. The amendment clarifies that no financial statements or other disclosures were updated or restated.

Odyssey Marine Exploration announced a merger agreement with American Ocean Minerals Corporation (AOM), valuing the combined entity at approximately $1 billion, with completion anticipated in late Q2/early Q3 2026. For the first quarter of 2026, the company reported a net income of $0.35 million on marine services revenue of $22,500. The company continues to face a working capital deficit of $10.6 million, though the merger is expected to address going concern doubts.

Odyssey Marine Exploration Inc. and American Ocean Minerals Corporation (AOM) hosted a joint conference call on April 13, 2026. The call was held to discuss the proposed merger between the two companies, which is outlined in an Agreement and Plan of Merger dated April 8, 2026. Additionally, shares issuable under certain CIC agreements are expected to be exempt from registration.

Odyssey Marine Exploration, Inc. has entered into a definitive Agreement and Plan of Merger to acquire American Ocean Minerals Corporation (AOM). Under the terms, AOM will become a direct, wholly owned subsidiary of Odyssey, with each outstanding AOM common stock share converting into 4.5017 shares of Odyssey common stock. This strategic acquisition is anticipated to close in the late second to early third quarter of 2026, consolidating operations within the ocean minerals sector. The deal also includes provisions for certain AOM stockholders to receive convertible preferred stock to manage beneficial ownership limitations, and for the assumption of AOM PIPE Warrants by Odyssey.