Welcome to our dedicated page for ODYSSEY MARINE EXPLORATION SEC filings (Ticker: OMEX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Odyssey Marine Exploration, Inc. filings document the company’s marine mineral exploration business, governance, capital structure and material project agreements. The record includes proxy materials for shareholder voting and governance matters, along with current reports covering definitive agreements, regulatory and project disclosures, operating results and risk factors.
Company filings also describe PHOSAGMEX joint-venture arrangements, mining-concession matters, and financing activity involving convertible promissory notes, warrants, unregistered equity issuances and conversions into common stock. The disclosures identify OMEX common stock as a Nasdaq Capital Market security and provide formal updates on the company’s public-company capitalization and material events.
Odyssey Marine Exploration reported very limited Q2 2026 revenue of $77,855, down from $135,000 a year earlier, and a net loss attributable to the company of $9.3 million for the quarter and $9.0 million for the first six months of 2026. Operating expenses rose sharply, driving a Q2 operating loss of $7.7 million. Cash and cash equivalents were $2.3 million at June 30, 2026, with a working capital deficit of $22.2 million and a total stockholders’ deficit of $79.9 million.
Total assets were $13.2 million against $93.2 million of liabilities, including $66.8 million of litigation financing and $9.9 million of loans payable, of which most are current. The company discloses that these conditions raise substantial doubt about its ability to continue as a going concern over the next year.
Strategically, Odyssey entered into an April 2026 merger agreement with American Ocean Minerals that values the combined company at approximately $900 million, alongside a $156 million PIPE commitment and an AOM bridge financing of about $75.6 million. AOM has also funded $5.2 million under senior secured notes to Odyssey. Management states that completion of this transaction, which is subject to stockholder approval and other conditions, is expected to help alleviate going-concern issues, but the outcome and timing remain uncertain.
Odyssey Marine Exploration, Inc. filed Amendment No. 2 to its annual report for the year ended December 31, 2025 to revise mineral property disclosures in response to an SEC comment letter. The update clarifies which offshore mineral projects are material under Subpart 1300 of Regulation S-K and adds required detail, without changing any previously reported financial results.
The company concludes its mining operations are material to its business and lists only indirect, minority interests in exploration-stage marine projects, including approximate equity stakes of 15.7% in CIC Limited and 7.0% in Ocean Minerals, LLC, both holding Cook Islands exploration licenses for polymetallic nodules and deemed material. Smaller interests in gold and phosphate projects are classified as not material. Across all properties, no mineral reserves have been disclosed, no commercial production has occurred, and mineral resources, where identified, do not have demonstrated economic viability. Formal internal controls over mineral resource and reserve estimation have not yet been established; the company relies on information from project operators but expects to implement controls as exploration advances. As of June 30, 2025, non-affiliate equity was valued at approximately $38.3 million based on a $1.18 share price, and 58,574,115 common shares were outstanding on June 15, 2026.
Odyssey Marine Exploration, Inc. is seeking stockholder approval for a merger with American Ocean Minerals Corporation (AOM), under which a wholly owned Odyssey subsidiary will merge into AOM and AOM will become a direct, wholly owned subsidiary of Odyssey. Each share of AOM common stock will convert into 4.5017 Odyssey shares, with the exchange ratio proportionately adjusted to 0.1801 after a planned 1‑for‑25 reverse stock split. After completion of the merger, Odyssey is expected to be renamed American Ocean Minerals Corporation, with its common stock trading on Nasdaq under the symbol AOMC.
The transaction is supported by significant financings at AOM, including approximately $75.6 million of bridge convertible debentures and a committed $156.4 million PIPE investment in AOM common stock and warrants, both converting into or issuing AOM shares immediately before closing. Odyssey and AOM also structured equity exchange and option arrangements with CIC Limited and Ocean Minerals, LLC (OML), plus secured notes of up to $20 million and $5 million to CIC entities, and up to $5 million to Odyssey.
Immediately after the merger and related exchanges, pre‑merger AOM stakeholders (including bridge and PIPE investors and exchanging CIC/OML holders) are expected to own about 93.4% of the combined company, while existing Odyssey stockholders would hold about 6.6%. Odyssey will also separate its Mexican phosphate project into an ORM HoldCo and liquidating trust for current Odyssey stockholders, subject to at least $3.6 million of third‑party financing and other approvals, which is a condition to AOM’s obligation to close. The merger is conditioned on approval of several Nasdaq share‑issuance and charter proposals, and failure to close by October 8, 2026 could leave Odyssey pursuing alternatives or facing insolvency.
Odyssey Marine Exploration, Inc. reported that Nasdaq notified the company its common stock no longer met the $1.00 minimum bid price requirement for 30 consecutive business days under Nasdaq Listing Rule 5550(a)(2). Odyssey has 180 calendar days, until January 19, 2027, to regain compliance by maintaining a closing bid of at least $1.00 per share for a minimum of ten consecutive business days.
The notice does not immediately affect the listing of Odyssey’s securities on the Nasdaq Capital Market. Stockholders previously approved a reverse stock split in a ratio range of 1-for-20 to 1-for-25, which the company expects will enable it to regain compliance before the effective time of its proposed merger with American Ocean Minerals Corporation.
Odyssey Marine Exploration reports that CEO Mark Gordon exercised 4,167 Restricted Stock Units on June 30, 2026, receiving the same number of common shares. To satisfy tax obligations, 1,139 shares were delivered at $0.8504 per share. After these transactions he directly holds 635,263 common shares and 20,833 RSUs, which vest in six equal installments on June 30 and December 20 of 2026, 2027 and 2028.
Odyssey Marine Exploration President & COO John D. Longley Jr. reported equity compensation-related transactions involving company stock. He received a grant or award of 4,167 shares of Common Stock at no cost, increasing his direct Common Stock holdings to 154,480 shares.
On the same date, he also exercised 4,167 Restricted Stock Units (RSUs) into an equal number of Common shares. After this derivative transaction, he holds 20,833 RSUs directly. Each RSU represents a contingent right to one OMEX share and vests in six equal installments on June 30 and December 20 of 2026, 2027, and 2028. These transactions reflect compensation and derivative exercises rather than open-market buying or selling.
Odyssey Marine Exploration, Inc. is filing an amended Form S-4 to register Odyssey common stock to be issued in connection with a proposed merger in which Odyssey’s wholly owned subsidiary will merge into American Ocean Minerals Corporation (AOM), leaving AOM as a wholly owned subsidiary and Odyssey renamed American Ocean Minerals Corporation. The merger consideration uses an Exchange Ratio of 4.5017 Odyssey shares per AOM share (proportionately adjusted to 0.1801 after a planned 1-for-25 Reverse Stock Split).
The transaction includes financing commitments: an AOM PIPE Investment of $156.4 million and AOM Bridge financing of approximately $75.6 million, with AOM Bridge Debentures converting into AOM shares prior to closing. Pro forma ownership is expected to be ~93.4% held by pre‑Merger AOM holders and ~6.6% by pre‑Merger Odyssey holders. Closing is conditioned on Odyssey stockholder approvals, regulatory and other customary conditions; a termination fee of $2.2 million applies in certain termination scenarios.
Odyssey Marine Exploration filed an amendment to its annual report to update how it describes its marine mineral properties after a review by the SEC. The change focuses on clarifying which projects are material and aligning the disclosure with Subpart 1300 of Regulation S-K.
The company now identifies two material exploration-stage polymetallic nodule projects in the Cook Islands EEZ: the CIC Project, where it holds an approximate 13.1% equity interest in CIC Limited, and the OML Project, with an approximate 5.3% equity interest in Ocean Minerals, LLC. Its Lihir Gold Project in the Papua New Guinea EEZ is classified as not material.
As of December 31, 2025, all listed properties were in the exploration stage, with no mineral reserves, commercial harvesting, or mineral production disclosed. Odyssey holds only indirect economic interests, and mineral resources, where referenced, are noted as not having demonstrated economic viability. The company has not yet implemented formal internal controls over mineral resource or reserve estimation but expects to do so as exploration advances. The amendment does not change any previously reported financial results. As of June 30, 2025, non-affiliate equity value was approximately $38.3 million based on a $1.18 share price, and as of June 15, 2026, there were 58,574,115 shares of common stock outstanding.
Odyssey Marine Exploration director Mark B. Justh exercised 20,000 Restricted Stock Units into Common Stock. The RSUs converted at $0.00 per share on June 1, 2026, increasing his direct Common Stock holdings to 879,207 shares. After these transactions, he also reports indirect ownership of 77,159 Common Stock shares held by his spouse and 834 Common Stock shares held through an LLC. The filing shows a compensation-related derivative exercise rather than open-market buying or selling, and no remaining RSU position is listed after the conversion.
ODYSSEY MARINE EXPLORATION INC director Jon D. Sawyer reported an equity award vesting and related share movements. On June 1, 2026, he exercised 20,000 Restricted Stock Units (RSUs) into 20,000 shares of Common Stock at an exercise price of $0.00 per share.
Following this transaction, Sawyer holds 108,926 shares of Common Stock directly. The filing also shows 417 shares held indirectly through his wife's IRA and 10,455 shares held indirectly through a limited partnership. The RSU award referenced in the footnote vests on June 1, 2026, and the derivative RSU position is now fully settled in common shares.