Odyssey Marine amends $10M merger-tied notes

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 1.01, 2.03

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Key Figures

Initial secured notes capacity: $5.0 million Additional Pre-Closing Notes capacity: $5.0 million Existing Pre-Closing Note: $700,000 +4 more

7 metrics

Initial secured notes capacity $5.0 million Aggregate principal amount of Existing Initial Notes under the April 8, 2026 Note Purchase Agreement

Additional Pre-Closing Notes capacity $5.0 million Aggregate principal amount AOM may purchase as Pre-Closing Notes at its option

Existing Pre-Closing Note $700,000 Principal amount of Pre-Closing Note purchased by AOM on May 28, 2026

Base interest rate 8.0% per annum Interest rate on principal amount of Odyssey Notes before default

Default interest rate 11.0% per annum Interest rate on principal and accrued interest following an event of default on interest payments

Maturity date trigger April 8, 2027 Latest date when all principal and accrued interest become due if merger is not consummated earlier

Merger agreement date April 8, 2026 Date of Agreement and Plan of Merger among Odyssey, its subsidiary, and AOM

Key Terms

Note Purchase Agreement, secured promissory notes, security interest, event of a default, +2 more

6 terms

Note Purchase Agreement financial

"Odyssey Marine Exploration and American Ocean Minerals entered into a Note Purchase Agreement"

A note purchase agreement is a contract where an investor buys a company’s promissory note — essentially an IOU promising repayment with interest — instead of buying equity. It matters to investors because it defines the borrower’s repayment schedule, interest rate and legal protections, so it affects expected returns, risk of loss, and where the investor stands compared with shareholders or other creditors if the company runs into trouble.

secured promissory notes financial

"Odyssey issued and sold to AOM secured promissory notes in the aggregate"

Secured promissory notes are written IOUs in which a borrower promises to repay a specific sum with interest and pledges particular assets as security that the lender can claim if payments stop. Investors care because the pledged assets lower the chance of loss: holders of secured notes have priority to seize or sell that collateral ahead of unsecured creditors in a default, making these notes generally safer than unsecured loans—like a mortgage secured by a house.

security interest financial

"Odyssey’s obligations under the Odyssey Notes is secured by a security interest"

A security interest is a legal claim a lender or creditor holds on a borrower's asset as collateral to secure repayment; if the borrower fails to pay, the creditor can seize or sell that asset to recover money owed. Think of it like a pawnshop tag on an item that gives the pawnbroker the right to sell it if the loan isn't repaid. For investors, security interests matter because they change how safely lenders and bondholders can recover funds and affect the hierarchy of claims if a company faces financial trouble.

event of a default financial

"Upon an event of a default on the interest payments, the principal and any accrued"

Agreement and Plan of Merger regulatory

"the Merger contemplated by the Agreement and Plan of Merger, dated as of April 8, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

proxy statement/prospectus regulatory

"a document that serves as a prospectus and proxy statement of Odyssey (the “proxy statement/prospectus”)"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing agreement did OMEX amend with American Ocean Minerals on September 8, 2026?

On September 8, 2026, Odyssey Marine Exploration and American Ocean Minerals entered into an Amendment to the Note Purchase Agreement, modifying terms of previously issued secured promissory notes and related arrangements between the two companies.

How much secured note capacity does OMEX have under the Note Purchase Agreement with AOM?

The Note Purchase Agreement provides for up to $5.0 million of initial secured promissory notes and, at AOM’s option, up to an additional $5.0 million of Pre-Closing Notes, for a total secured note capacity of up to $10.0 million.

What are the key interest terms on OMEX’s secured notes held by AOM?

The secured promissory notes bear interest at 8.0% per annum, with quarterly interest payments capitalized as additional principal. Following an event of default on interest payments, principal and accrued interest bear interest at 11.0% per annum until paid in full.

When do OMEX’s secured notes to AOM mature?

All outstanding principal and accrued interest on the Odyssey notes to AOM are due and payable in full on the earlier of April 8, 2027, or upon consummation of the proposed merger between Odyssey and American Ocean Minerals.

What collateral secures OMEX’s notes issued to American Ocean Minerals?

Odyssey’s obligations under the secured promissory notes issued to AOM are secured by a security interest in substantially all of Odyssey’s assets, giving the lender broad collateral coverage.

How much of the Pre-Closing Notes has AOM already purchased from OMEX?

On May 28, 2026, American Ocean Minerals purchased a Pre-Closing Note from Odyssey Marine Exploration in the principal amount of $700,000 under the Note Purchase Agreement.

How is the OMEX–AOM merger linked to these secured notes?

The secured notes mature on the earlier of April 8, 2027 or consummation of the merger contemplated by the Agreement and Plan of Merger among Odyssey, a subsidiary of Odyssey, and American Ocean Minerals, directly tying repayment timing to closing of the transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/14/2026 - 05:03 PM Accepted by SEC EDGAR 09/14/2026 - 05:00 PM Learn about SEC filing dates

NASDAQ false 0000798528 0000798528 2026-09-08 2026-09-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2026

ODYSSEY MARINE EXPLORATION, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-31895		84-1018684
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

205 S. Hoover Blvd., Suite 210

Tampa, Florida 33609

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (813) 876-1776

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		OMEX		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

As previously disclosed, on April 8, 2026, Odyssey Marine Exploration (“Odyssey”) and American Ocean Minerals Corporation (“AOM”) entered into a Note Purchase Agreement (the “Existing NPA”) pursuant to which Odyssey issued and sold to AOM secured promissory notes (the “Existing Initial Notes”) in the aggregate principal amount of up to $5.0 million between May and July 2026. The Existing NPA also provided that, at AOM’s option, AOM may purchase from Odyssey one or more additional secured promissory notes (the “Pre-Closing Notes” and, together with the Initial Notes, the “Odyssey Notes”) in an aggregate principal amount of up to $5.0 million. On May 28, 2026, AOM purchased a Pre-Closing Note (the “Existing Pre-Closing Note”) in the principal amount of $700,000. Odyssey’s obligations under the Odyssey Notes is secured by a security interest in substantially all of Odyssey’s assets, and the principal amount of the Odyssey Notes bears interest at the rate of 8.0% per annum. Odyssey is obligated to pay accrued interest on a quarterly basis by capitalizing each quarterly interest payment as additional principal. All outstanding principal and accrued interest will be due and payable in full on the earlier of April 8, 2027, or upon the consummation of the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of April 8, 2026 (as amended), among Odyssey, a subsidiary of Odyssey, and AOM. Upon an event of a default on the interest payments, the principal and any accrued interest will thereafter accrue interest at the rate of 11.0% per annum until paid in full.

On September 8, 2026, Odyssey and AOM entered into an Amendment to Note Purchase Agreement (the “Amendment”) pursuant to which the Existing NPA, the Existing Initial Notes, and the Existing Pre-Closing Note, were amended to:

• provide that AOM will purchase an additional Initial Note in the principal amount of $500,000 on September 9, 2026;

• permit AOM to continue to purchase Initial Notes, or otherwise make subsequent advances under the Existing Initial Notes, notwithstanding that the stated maximum principal amount under the Existing Initial Notes has been fully advanced;

• permit AOM to continue to purchase Pre-Closing Notes, or otherwise make subsequent advances under the Existing Pre-Closing Note;

• facilitate the making of subsequent advances under the Existing Pre-Closing Note;

• provide that the aggregate principal amount under all Pre-Closing Notes shall not exceed $5.0 million, or such greater amount as AOM may agree to in writing, in its sole discretion;

• provide that the aggregate principal amount under all Initial Notes shall not exceed $5.0 million, or such greater amount as AOM may agree to in writing, in its sole discretion;

• provide that the transaction expenses for which the proceeds from the sale of Pre-Closing Notes may be used by Odyssey include those incurred on or prior to the Merger.

The Amendment also includes customary representations, warranties, and covenants of the parties.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01. (Entry Into a Material Definitive Agreement) is hereby incorporated by reference into this Item 2.03.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements based upon Odyssey’s and AOM’s current expectations. This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by terminology such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “should,” “would,” “project,” “plan,” “expect,” “goal,” “seek,” “future,” “likely,” or the negative or plural of these words or similar expressions. These statements are only predictions. Odyssey and AOM have based these forward-looking statements largely on their then-current expectations and projections about future events, as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond each of Odyssey’s and AOM’s control, and actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) the risk that the conditions to the closing or consummation of the proposed Merger are not satisfied, including the failure to obtain stockholder approval for the proposed Merger; (ii) uncertainties as to the timing of the consummation of the proposed Merger and the ability of each of Odyssey and AOM to consummate the transactions contemplated by the proposed Merger; (iii) risks related to Odyssey’s and AOM’s ability to correctly estimate their respective operating expenses and expenses associated with the proposed Merger, as applicable, as well as uncertainties regarding the impact any delay in the closing would have on the anticipated cash resources of the resulting combined company upon closing and other events and unanticipated spending and costs that could reduce the combined company’s cash resources; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the proposed Merger by either Odyssey or AOM; (v) the effect of the announcement or pendency of the proposed Merger on Odyssey’s or AOM’s business relationships, operating results, and business generally; (vi) costs related to the proposed Merger; (vii) the outcome of any legal proceedings that may be instituted against Odyssey, AOM, or any of their respective directors or officers related to the Merger Agreement or the transactions contemplated thereby; (viii) the ability of Odyssey or AOM to protect their respective intellectual property rights; (ix) competitive responses to the proposed Merger; (x) unexpected costs, charges or expenses resulting from the proposed Merger; (xi) whether the combined business of AOM and Odyssey will be successful; (xii) legislative, regulatory, political and economic developments; and (xiii) additional risks described in the “Risk Factors” section of Odyssey’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026, as amended, and Odyssey’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026, filed with the SEC on August 11, 2026. Additional assumptions, risks and uncertainties are described in detail in Odyssey’s registration statements, reports and other filings with the SEC, which are available on Odyssey’s website, and at www.sec.gov. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Neither Odyssey nor AOM can assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, Odyssey and AOM undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Investors should not assume that any lack of update to a previously issued “forward-looking statement” constitutes a reaffirmation of that statement.

Additional Information about the Proposed Merger and Where to Find It

This Current Report on Form 8-K does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This Current Report on Form 8-K relates to the proposed Merger. In connection with the proposed Merger, Odyssey has filed a Registration Statement on Form S-4, which includes a document that serves as a prospectus and proxy statement of Odyssey (the “proxy statement/prospectus”), and Odyssey has filed and will file other documents regarding the proposed Merger with the SEC. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE PROPOSED MERGER. A definitive proxy statement/prospectus will be sent to Odyssey’s stockholders. Investors and security holders will be able to obtain these documents (when available) free of charge from the SEC’s website at www.sec.gov. In addition, investors and stockholders should note that Odyssey communicates with investors and the public using its website (www.odysseymarine.com), the investor relations website (https://www.ir.odysseymarine.com) where anyone will be able to obtain free copies of the proxy statement/prospectus and other documents filed by Odyssey with the SEC, and stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed Merger.

Participants in the Solicitation

Odyssey, AOM, and their respective directors and executive officers and other members of management and employees and certain of their respective significant stockholders may be deemed to be participants in the solicitation of proxies from Odyssey and AOM stockholders in respect of the proposed Merger. Information about Odyssey’s directors and executive officers is available in Odyssey’s proxy statement, which was filed with the SEC on April 21, 2026, for the 2026 Annual Meeting of Stockholders, Odyssey’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026, which was filed with the SEC on August 11, 2026. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holding or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed Merger when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the SEC and Odyssey as indicated above.

No Offer or Solicitation

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				ODYSSEY MARINE EXPLORATION, INC.
Dated: September 14, 2026				By:		/s/ Mark D. Gordon
						Mark D. Gordon
						Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB