Odyssey Marine Exploration Inc 10-K/A, filed Jul 1, 2026
Odyssey Marine Exploration Inc (OMEX)
About this 10-K/A
Odyssey Marine Exploration Inc filed this 10-K/A on July 1, 2026, covering the fiscal year ended December 31, 2025.
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Title of each class) |
(Trading symbol) |
(Name of each exchange on which registered) |
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
| Emerging growth company | ||||||
Table of Contents
| Page | ||||||
| Item 2. |
1 | |||||
| Item 15. |
3 | |||||
PART I
Item 2. Properties.
We are engaged in marine mineral exploration and development and hold, directly or indirectly, interests in a portfolio of offshore mineral projects located in the Americas and the Pacific. Our portfolio includes projects targeting phosphate sands, polymetallic nodules, and other strategic mineral deposits. We also lease office space in Tampa, Florida.
We have evaluated whether our mining operations are material to our business or financial condition under Subpart 1300 of Regulation S-K. For purposes of the evaluation, our “mining operations” include operations on all mining properties that we:
| • | own or in which we have, or it is probable that we will have, a direct or indirect economic interest; |
| • | operate, or it is probable that we will operate, under a lease or other legal agreement that grants us ownership or similar rights that authorize us, as principal, to sell or otherwise dispose of the mineral; or |
| • | have, or it is probable that we will have, an associated royalty or similar right. |
In determining whether our mining operations are material to our business or financial condition, we have (a) considered both quantitative and qualitative factors, assessed in the context of our overall business and financial condition, (b) aggregated mining operations on all of our mining properties, regardless of the stage of the mining property, and size or type of commodity produced, and (c) included, for each property, as applicable, all related activities from exploration through extraction to the first point of material external sale. Based upon our evaluation, we have determined that our mining operations are material to our business or financial condition.
Summary of Mineral Properties
We do not operate, nor is it probable that we will operate, any mining property under a lease or other legal agreement that grants us ownership or similar rights. Similarly, there is no mining property in which we have, or it is probable that we will have, an associated royalty or similar right. With respect to all of our mineral projects, we have an indirect economic interest in the mineral property.
The table below provides, in accordance with Item 1303 of Regulation S-K, an overview of the mineral properties in which the Company holds an indirect economic interest.
| Project |
Location |
Indirect Economic Interest |
Primary |
Stage of Property |
Materiality | |||||
| CIC Project | Cook Islands EEZ | Approximate 13.1% equity interest in CIC Limited, which holds an exploration license issued by the Cook Islands Seabed Minerals Authority (the “SBMA”). | Polymetallic nodules | Exploration | Material | |||||
1
| OML Project | Cook Islands EEZ | Approximate 5.3% equity interest in Ocean Minerals, LLC, which holds an exploration license issued by the SBMA. | Polymetallic nodules | Exploration | Material | |||||
| Lihir Gold Project | Papua New Guinea EEZ | Approximate 85.6% interest in Bismarck Mining Corporation, Ltd, which, holds the exploration license | Gold deposits | Exploration | Not Material | |||||
As of December 31, 2025, all the projects identified in the table above were in the exploration stage. No mineral reserves have been disclosed for any of the mineral properties. No commercial harvesting or mineral production has occurred on of the mineral properties. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that any mineral resource will be converted into a mineral reserve. Information regarding the Phosagmex Project has been omitted from the table above because the related mining concessions have been revoked and not restored as of the date of this report. In November 2025, the Company submitted an Unsolicited Request for Lease Sale of Marine Mineral Exploration and Development Rights to U.S. Department of the Interior’s Bureau of Ocean Energy Management but has not been granted the requested lease sale as of the date of this report.
In accordance with Rule 12b-23 under the Securities Exchange Act of 1934, as amended, the maps and other information required by Item 1303(b) of Regulation S-K with respect to the CIC Project and the OML Project are hereby incorporated by reference to the Company’s Registration Statement on Form S-4, as filed with the SEC on May 11, 2026, under the heading “Information About CIC— Assets and Properties” and under the heading “Information About OML— Business Plan—Moana-1 Project.” The Registration Statement on Form S-4 can be accessed at https://www.sec.gov/Archives/edgar/data/798528/000119312526215704/d104064ds4.htm#toc104064_26.
Individual Mineral Properties
In accordance with Rule 12b-23 under the Securities Exchange Act of 1934, as amended, the maps and other information required by Item 1304 of Regulation S-K with respect to the CIC Project and the OML Project is hereby incorporated by reference to the Company’s Registration Statement on Form S-4, as filed with the SEC on May 11, 2026, under the heading “Information About CIC— Assets and Properties” and under the heading “Information About OML— Business Plan—Moana-1 Project.” The Registration Statement on Form S-4 can be accessed at https://www.sec.gov/Archives/edgar/data/798528/000119312526215704/d104064ds4.htm#toc104064_26.
Internal Controls
As of December 31, 2025, we held indirect, minority economic interests in the CIC Project and the OML Project, and our Lihir Gold Project was in the exploration stage, although we have not undertaken exploration activities with respect to the Lihir Gold Project since 2024. For those reasons, we have not established or implemented formal internal controls over mineral resource or reserve estimation. We expect to establish internal controls as exploration activities advance and mineral resource estimates are prepared.
2
We have in place procedures to gather certain information from CIC Limited and OML concerning the CIC Project and the OML Project, respectively, including reviewing reports prepared or commissioned by CIC Limited and OML, reviewing other information provided to us by CIC Limited and OML, and, in some cases, discussing the properties with their management and reviewing information gained from site visits.
Other Properties
We lease office space in Tampa, Florida, which serves as our principal executive office. We believe these facilities are adequate for our current operations.
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K:
1. (a) Consolidated Financial Statements
See “Index to Consolidated Financial Statements” on page 40.
All other schedules have been omitted because the required information is not significant or is included in the financial statements or notes thereto, or is not applicable.
2. Exhibits
The Exhibits listed in the Exhibits Index, which appears immediately following the signature page and are incorporated herein by reference, are filed as part of this Annual Report on Form 10-K.
3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned thereunto duly authorized.
| ODYSSEY MARINE EXPLORATION, INC. | ||||||
| Dated: June 30, 2026 | By: | /S/ Mark D. Gordon | ||||
| Chief Executive Officer | ||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
| SIGNATURE |
TITLE |
DATE | ||
| /S/ Mark D. Gordon |
Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) and Chairman of the Board | June 30, 2026 | ||
| Mark D. Gordon | ||||
| /S/ John D. Longley |
President and Chief Operating Officer | June 30, 2026 | ||
| John D. Longley | ||||
| /S/ Jon D. Sawyer |
Director | June 30, 2026 | ||
| Jon D. Sawyer | ||||
| /S/ Todd E. Siegel |
Director | June 30, 2026 | ||
| Todd E. Siegel | ||||
| /S/ Mark B. Justh |
Lead Director | June 30, 2026 | ||
| Mark B. Justh | ||||
| /S/ Larissa Pommeraud |
Director | June 30, 2026 | ||
| Larissa Pommeraud | ||||
4
EXHIBITS INDEX
| * | Filed herewith |
| + | Previously filed |
| # | Previously furnished |
| † | Management contract or compensatory plan. |
Exhibit 23.2
Consent of Qualified Person
Consent to Use of Technical Report Summary under Regulation S-K Subpart 1300 Regarding Form 10-K/A filed by Odyssey Marine Exploration, Inc. (the “Company”)
RSC Consulting Limited (“RSC”), in connection with the Company’s Amendment No. 1 to Annual Report on Form 10-K/A, to be filed on or about June 30, 2026 (together with any amendments thereof, the “Amendment”), consents to:
| • | the incorporation by reference by the Company and use of the technical report titled “Initial Assessment and Technical Report Summary for the EL1 Cook Islands Polymetallic Nodule Deposit, South Pacific Ocean,” with an effective date of December 31, 2025 (the “Technical Report Summary”), that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”), that was filed as Exhibit 96.1 to and referenced in the Company’s Registration Statement on Form S-4, filed with the SEC on May 11, 2026 (together with any amendments thereof, the “Amendment”); |
| • | the use of and references to, any extracts from or a summary of the information from the Technical Report Summary in the Amendment and the use of any information derived, summarized, quoted, or referenced from the Technical Report Summary, or portions thereof, that was prepared by RSC, that RSC supervised the preparation of, and/or that was reviewed and approved by RSC, that is included or incorporated by reference in the Amendment; |
| • | the use of RSC, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC) and technical opinions in connection with the Technical Report Summary and the Amendment. |
RSC is responsible for the preparation of, and this consent pertains to, all sections of the Technical Report Summary. RSC certifies that it has read the Amendment and that it fairly and accurately represents or incorporates by reference the information in the Technical Report Summary for which it is responsible.
Dated this June 30, 2026.
| RSC Consulting Ltd. |
| /s/ René Sterk |
| René Sterk, |
| Managing Director |
Exhibit 23.3
Consent of Qualified Person
Consent to Use of Technical Report Summary under Regulation S-K Subpart 1300 Regarding
Form 10-K/A filed by Odyssey Marine Exploration, Inc. (the “Company”)
RSC Consulting Limited (“RSC”), in connection with the Company’s Amendment No. 1 to Annual Report on Form 10-K/A, to be filed on or about June 30, 2026 (together with any amendments thereof, the “Amendment”), consents to:
| • | the incorporation by reference by the Company and use of the technical report titled “Initial Assessment and Technical Report Summary for the EL3 Cook Islands Polymetallic Nodule Deposit, South Pacific Ocean,” with an effective date of December 31, 2025 (the “Technical Report Summary”), that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”), that was filed as Exhibit 96.1 to and referenced in the Company’s Registration Statement on Form S-4, filed with the SEC on May 11, 2026 (together with any amendments thereof, the “Amendment”); |
| • | the use of and references to, any extracts from or a summary of the information from the Technical Report Summary in the Amendment and the use of any information derived, summarized, quoted, or referenced from the Technical Report Summary, or portions thereof, that was prepared by RSC, that RSC supervised the preparation of, and/or that was reviewed and approved by RSC, that is included or incorporated by reference in the Amendment; |
| • | the use of RSC, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC) and technical opinions in connection with the Technical Report Summary and the Amendment. |
RSC is responsible for the preparation of, and this consent pertains to, all sections of the Technical Report Summary. RSC certifies that it has read the Amendment and that it fairly and accurately represents or incorporates by reference the information in the Technical Report Summary for which it is responsible.
Dated this June 30, 2026.
| RSC Consulting Ltd. |
| /s/ René Sterk |
| René Sterk, |
| Managing Director |
Exhibit 23.4
CONSENT OF SIMON HARDER HOLM NIELSEN
CIC Ltd.
Airport House 2, Nikao, Rarotonga
Cook Islands
Phone: +682 70 827 (CK)/ +64 027 778 5663 (NZ), email: simon@cic.co.ck
Date: 6/26/2026
Consent to Use of Technical Report Summary under Regulation S-K Subpart 1300 Regarding
Form 10-K/A filed by Odyssey Marine Exploration, Inc. (the “Company”)
I, Simon Harder Holm Nielsen, in connection with the Company’s Amendment No. 1 to Annual Report on Form 10-K/A, to be filed on or about June 30, 2026 (together with any amendments thereof, the “Amendment”), consents to:
| • | the incorporation by reference by the Company and use of the technical report titled “Initial Assessment for the EL1,” with an effective date of 12/13/2025 and issue date of 2/9/2026 (the “Technical Report Summary”), that was prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”), that was filed as Exhibit 96.1 to and referenced in the Company’s Registration Statement on Form S-4, filed with the SEC on May 11, 2026 (together with any amendments thereof, the “Amendment”); |
| • | the use of and references to, any extracts from or a summary of the information from the Technical Report Summary in the Amendment and the use of any information derived, summarized, quoted, or referenced from the Technical Report Summary, or portions thereof, that was prepared by me, that I supervised the preparation of, and/or that was reviewed and approved by me, that is included or incorporated by reference in the Amendment; and |
| • | the use of my name, qualifications, professional designations, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC), and technical opinions in connection with the Technical Report Summary and the Amendment. |
I am responsible for the preparation of, and this consent pertains to, the Technical Report Summary. I certify that I have read the Amendment and that it fairly and accurately represents the information in the Technical Report Summary for which it is responsible.
| /s/ SHN |
| Simon Harder Holm Nielsen, Dr. Scient. |
| Qualified Person (as defined in Regulation S-K Subpart 1300) |
| AusIMM Member 3126244 |
| CIC Ltd. |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark D. Gordon, certify that:
| 1. | I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of Odyssey Marine Exploration, Inc. for the year ended December 31, 2025; and |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: June 30, 2026
| /s/ Mark D. Gordon |
| Mark D. Gordon, Chief Executive Officer |
| As Principal Executive Officer and Principal Financial Officer |