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, Inc. (OMEX) will effect a 1-for-25 reverse stock split on October 28, 2026; split-adjusted trading is scheduled to begin October 29. The split applies to holders of record at the close of business October 26 and is expected to reduce outstanding common shares from approximately 58.6 million to approximately 2.3 million. Authorized common shares will increase from 75 million to 82 million, effective October 28.
The SEC declared effective Odyssey’s Form S-4 for its proposed merger with American Ocean Minerals Corporation on October 15. Odyssey expects a special stockholder meeting on December 2 to vote on merger-related proposals, including the issuance of Odyssey shares. Completion remains subject to stockholder approval and satisfaction or waiver of other applicable closing conditions. The board also approved a 2026 Equity Incentive Plan, subject to stockholder approval.
Stockholders of record entitled to fractional shares will receive cash based on the fractional amount and the common stock’s closing price on the split’s effective date. The split also applies to common shares issuable under outstanding warrants and stock options, with proportionate exercise-price adjustments.
Odyssey Marine Exploration (OMEX) expects a change in board majority and leadership if its merger with American Ocean Minerals Corporation (AOM) closes, subject to the merger agreement’s conditions, including Odyssey stockholder approval. Merger Sub will merge into AOM, which will survive as Odyssey’s wholly owned subsidiary. At the Effective Time, the combined company’s seven-member board is expected to consist of directors designated by AOM; Mark B. Justh is expected to become CEO and Thomas Albanese chair. Odyssey is expected to change its name to American Ocean Minerals Corporation.
Each outstanding AOM common share will convert into 4.5017 OMEX shares. The exchange ratio is to be adjusted to 0.1801 after an intended 1-for-25 reverse stock split, planned after the registration statement becomes effective and before the merger. Existing Odyssey stockholders are expected to own approximately 6.6% of the combined company. The special meeting is scheduled for December 2, 2026, and Odyssey anticipates closing on or about December 4, 2026; the board changes take effect at closing.
Odyssey Marine Exploration, Inc. (OMEX) proposes to merge its wholly owned subsidiary, Oceanus Merger Sub, Inc., into American Ocean Minerals Corporation (AOM), with AOM surviving as Odyssey’s wholly owned subsidiary. At closing, each AOM common share is to convert into 4.5017 Odyssey shares, adjusted to 0.1801 to reflect Odyssey’s intended 1-for-25 reverse stock split after registration effectiveness and before completion. The merger requires stockholder approval and other closing conditions; Odyssey’s special meeting is scheduled for December 2, 2026.
Financing comprises approximately $75.6 million of completed AOM bridge financing and a $156.4 million AOM PIPE investment expected immediately before closing; stated gross proceeds total $232.0 million. Assuming approval of the CIC and OML share issuance proposal and issuance of all applicable exchange shares, former AOM stockholders are expected to own 93.4% and former Odyssey stockholders 6.6%, excluding out-of-the-money options and warrants. Based on current operating plans and financing assumptions, management expects available cash to fund anticipated operations for at least 24 months after closing; additional financing is expected before commercial-scale mining and processing. Odyssey is expected to be renamed American Ocean Minerals Corporation after the merger.
Odyssey Marine Exploration (OMEX) proposes to merge its wholly owned Oceanus Merger Sub into American Ocean Minerals Corporation (AOM), with AOM surviving as Odyssey’s wholly owned subsidiary, subject to stockholder approval and other closing conditions. Each issued and outstanding AOM common share, other than treasury shares and dissenting shares, would convert into 4.5017 Odyssey shares, proportionately adjusted to 0.1801 for Odyssey’s intended 1-for-25 reverse stock split after registration effectiveness and before merger completion. After closing, Odyssey is expected to be renamed American Ocean Minerals Corporation, with its common stock expected to trade on Nasdaq as AOMC.
Transaction financing includes approximately $75.6 million in completed AOM bridge financing and $156.4 million committed through the AOM PIPE Investment, expected to be funded immediately before closing; the stated anticipated gross proceeds total $232.0 million. Closing also depends on completion of Odyssey’s Non-Core Asset Transactions, including a commitment for at least $3.6 million from third parties not related to Odyssey or the combined company to fund ORM HoldCo and its subsidiaries for at least 18 months; AOM may waive this condition.
Odyssey Marine Exploration, Inc. (OMEX) is seeking stockholder approval for its merger with American Ocean Minerals Corporation (AOM): Odyssey’s wholly owned Merger Sub will merge into AOM, which will survive as a wholly owned Odyssey subsidiary. At closing, each AOM common share converts at 4.5017 Odyssey shares per AOM share; the ratio will be proportionately adjusted to 0.1801 for Odyssey’s intended 1-for-25 reverse stock split, after the registration statement becomes effective and before the merger.
AOM received approximately $75.6 million through bridge debentures, which automatically convert into AOM shares immediately before the Effective Time. AOM PIPE investors committed $156.4 million, expected to be funded immediately before closing; the anticipated gross proceeds table lists $232.0 million combined. Closing is subject to stockholder approval and other conditions, including completion of specified transfers of Odyssey’s ORM interests and a commitment for at least $3.6 million to fund ORM activities for at least 18 months; AOM may waive the ORM condition.
After closing, Odyssey is expected to be renamed American Ocean Minerals Corporation, and its common stock is expected to trade on Nasdaq under the symbol AOMC.
Odyssey Marine Exploration, Inc. (OMEX) is seeking stockholder approval for an all‑stock merger in which its wholly owned Merger Sub will merge into American Ocean Minerals Corporation (AOM), making AOM a wholly owned subsidiary and issuing Odyssey common stock, preferred stock and warrants to AOM stakeholders.
Each AOM common share will convert into 4.5017 Odyssey shares, adjusted to 0.1801 after a planned 1‑for‑25 reverse stock split. After the merger and related exchanges, former AOM holders (including bridge and PIPE investors and CIC/OML participants) are expected to own 93.4% of the combined company, with pre‑merger Odyssey stockholders owning 6.6%. The structure includes a $75.6 million AOM bridge financing, a $156.4 million PIPE, note purchase and option agreements with CIC entities and OML, lock‑up agreements, and a spin‑out of Odyssey’s Mexican phosphate project into an ORM trust for current Odyssey stockholders. Completion is subject to Odyssey stockholder votes on multiple proposals, Nasdaq rules, financing and non‑core asset conditions.
Odyssey Marine Exploration, Inc. (OMEX) entered into an Amendment to its Note Purchase Agreement with American Ocean Minerals Corporation (AOM) on September 8, 2026, modifying existing secured financing arrangements between the parties while they pursue a pending merger. Under the original Note Purchase Agreement dated April 8, 2026, Odyssey issued and sold to AOM secured promissory notes in an aggregate principal amount of up to $5.0 million between May and July 2026, with AOM also having the option to purchase additional secured “Pre-Closing Notes” in an aggregate principal amount of up to $5.0 million. AOM purchased one such Pre-Closing Note on May 28, 2026 in the principal amount of $700,000. The notes are secured by a security interest in substantially all of Odyssey’s assets, bear interest at 8.0% per annum capitalized quarterly, and all principal and accrued interest are due on the earlier of April 8, 2027 or consummation of the proposed merger with AOM; upon an event of default on interest payments, amounts accrue interest at 11.0% per annum.
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.