OMEX submits Rule 12b-25 notice, plans prompt Form 10-Q filing

Rhea-AI Filing Summary

Odyssey Marine Exploration filed a Form NT 10-Q notification indicating it could not timely file its quarterly report for the period ended June 30, 2025 and intends to file the Form 10-Q within the five-calendar-day extension provided under Rule 12b-25. The notice names Susan Fennessey as the contact and states that other periodic reports required over the prior 12 months have been filed. The company does not anticipate a significant change in operating results versus the prior-year period.

Positive

• Intent to file within the five-calendar-day extension under Rule 12b-25
• All other required periodic reports for the prior 12 months have been filed
• Company does not anticipate a significant change in results compared to the prior-year period

Negative

• Quarterly report (Form 10-Q) could not be filed timely, triggering a Rule 12b-25 notice
• Notice does not explain the cause of the delay, leaving uncertainty until the Form 10-Q is filed

Insights

Securities Compliance Analyst

TL;DR: Routine Rule 12b-25 delay notice; intent to file within the five-day extension and no expected material earnings change.

This filing is a standard notification under Rule 12b-25 that permits a short extension to file a quarterly report. It documents the company's intent to cure the delinquency within the five-calendar-day remedy period and confirms that other required periodic reports for the prior 12 months have been filed. For investors and regulators, the key points are the affirmative intent to file promptly and the representation that no significant change in results is expected, which reduces immediate disclosure risk. This notice does not contain financial statements or explain the reason for the filing delay.

Investor Relations Officer

TL;DR: Administrative delay with stated resolution timeline; minimal investor impact stated.

The document serves to notify stakeholders of a timing issue rather than to disclose operational or financial problems. Naming a specific contact provides a channel for follow-up, and the statement that other periodic reports are current supports continuity of disclosure. Because the company explicitly denies an anticipated material change in quarterly results, this notice is likely to be treated as neutral by the market unless followed by further disclosures revealing substantive reasons for the delay.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):		☐ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☒ Form 10-Q  ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR
		For Period Ended: June 30, 2025
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Odyssey Marine Exploration, Inc.

Full name of registrant:

Not applicable

Former name if applicable:

205 S. Hoover Blvd., Suite 210

Address of principal executive office (Street and number):

Tampa, Florida 33609

City, state and zip code:

PART II — RULES 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

		(a)		The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Odyssey Marine Exploration, Inc. (the “Company”) was unable without unreasonable effort and expense to prepare its accounting records and schedules in sufficient time to allow its independent registered public accounting firm to complete its review of the Company’s financial statements for the period ended June 30, 2025, before the required filing date for the Quarterly Report on Form 10-Q. The Company intends to file the subject Quarterly Report on Form 10-Q on or before the fifth calendar day following the prescribed due date.

PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification:

Susan Fennessey

(813)

876-1776

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).  ☒ Yes ☐ No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?  ☐ Yes ☒ No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Odyssey Marine Exploration, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned by the undersigned thereunto duly authorized.

Date:		August 15, 2025				By:				/s/ Mark D. Gordon
										Mark D. Gordon
										Chief Executive Officer

Instruction: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

FAQ

What does Odyssey Marine (OMEX) mean by filing an NT 10-Q?

An NT 10-Q is a Rule 12b-25 notification that the company could not timely file its quarterly report and intends to file within the permitted extension.

Will OMEX file the Form 10-Q soon?

Yes. The notice states the company intends to file the Form 10-Q on or before the fifth calendar day

Does this NT 10-Q indicate missing prior reports for OMEX?

No. The form indicates that all other periodic reports required in the prior 12 months have been filed.

Does the company expect material changes in earnings in the delayed 10-Q?

The company checked No to anticipated significant changes in results versus the corresponding period last year.

Who can investors contact about this filing?

The notice lists Susan Fennessey with phone number (813) 876-1776 as the contact for this notification.