Odyssey Marine Expl Inc SEC Filings

Odyssey Marine Exploration is asking stockholders to vote at its June 1, 2026 annual meeting on six key items, including electing five incumbent directors and several capital structure changes. Proposals cover ratifying the auditor, amending the articles, expanding the 2019 stock plan, approving a reverse stock split, and a non-binding say-on-pay vote.

The company recently signed a definitive merger agreement for a subsidiary to merge into American Ocean Minerals Corporation, making AOM a wholly owned subsidiary if completed in late second to early third quarter 2026. Merger-related proposals will be considered at a separate special meeting; only the reverse split is tied to that transaction here. Odyssey highlights progress in subsea mineral projects, debt reduction, and new capital, and reports 58,518,659 common shares outstanding on the April 9, 2026 record date.

Odyssey Marine Exploration and American Ocean Minerals announced a proposed all-stock merger to create a combined public company targeting a $1B pro forma equity valuation. The companies say the transaction is supported by $230M of total equity capital commitments, including an oversubscribed $156M PIPE and $76M of bridge financing. The deal is structured to include a 25-to-1 reverse stock split, an expected SEC Form S-4 registration process, and a target close in late Q2 or early Q3 2026. The combined company is expected to trade on NASDAQ as AOMC. The filing notes shares issuable under certain option/exchange agreements are expected to be issued in transactions exempt from registration under Section 4(a)(2).

Odyssey Marine Exploration is pursuing an all-stock merger with American Ocean Minerals Corporation to create what management describes as a large U.S.-controlled deep-sea critical minerals platform. The combined company would focus on polymetallic nodules containing nickel, cobalt, copper, manganese, and rare-earth elements.

The transaction is framed as a roughly billion‑dollar merger, supported by more than $230 million of equity capital, including an oversubscribed $156 million PIPE and $75 million of bridge financing. A 25‑to‑1 reverse stock split is planned before closing, and the combined entity is expected to trade on NASDAQ under the ticker AOMC.

Management highlights over 500,000 square kilometers of licensed and targeted areas, dual regulatory pathways through the Cook Islands and U.S. frameworks, and SK 1300–compliant resources exceeding 2 billion tons inferred in one license area and 417 million tons indicated in another. They emphasize existing deep‑sea operating experience, policy tailwinds for critical minerals, and a capital‑light, phased processing strategy, while cautioning that the merger remains subject to stockholder approvals, regulatory processes, and other customary closing conditions.

Two Seas Capital and affiliates report a significant equity position in Odyssey Marine Exploration (OMEX), holding 5,857,448 shares of common stock, or 9.99% of the outstanding shares as of April 6, 2026. This total reflects a 9.99% ownership blocker that limits how many warrant shares can be counted.

The funds managed by Two Seas also hold various warrants and cash-settled swaps that provide additional economic exposure to OMEX shares. Two Seas entered a Support Agreement to vote its shares in favor of Odyssey’s planned merger with American Ocean Minerals and related corporate actions, while reserving flexibility to increase, reduce, or otherwise change its position over time.

Odyssey Marine Exploration, Inc. entered into an Agreement and Plan of Merger to acquire American Ocean Minerals Corporation (AOM) through a merger in which each outstanding AOM share will convert into 4.5017 shares of Odyssey common stock, with certain holders receiving convertible preferred shares to avoid > 4.99% ownership thresholds. The merger contemplates AOM PIPE financing commitments of $156.0 million, AOM bridge financing of approximately $75.6 million, and a condition that AOM have at least $100.0 million cash after the PIPE. Closing is expected in the late second to early third quarter of 2026 and is subject to Odyssey stockholder approval, effectiveness of a registration statement, specified financing and other customary closing conditions.

Odyssey Marine Exploration agreed to an all-stock merger with American Ocean Minerals Corporation, creating a deep-sea critical minerals platform valued at approximately $1 billion. AOM stockholders will receive 4.5017 shares of Odyssey common stock per AOM share, with certain holders instead receiving convertible preferred shares to keep ownership below 4.99%.

The deal includes assumption of AOM PIPE warrants, a planned 25-for-1 reverse stock split, and an increase in authorized Odyssey common shares from 75 million to 750 million, subject to stockholder approval. AOM has arranged approximately $75.6 million of bridge financing and a $156.0 million PIPE, while Odyssey may issue up to $10.0 million of secured notes at 8.0% interest.

Odyssey plans to divest its Mexican phosphate business into a liquidating trust for existing shareholders, which is expected to remove about $60 million of related liabilities, and the combined company is expected to have more than $175 million in cash after closing. Multiple option and note agreements with Cook Islands–focused entities and Ocean Minerals LLC aim to consolidate large polymetallic nodule resources under a U.S.-controlled supply chain.

Odyssey Marine Exploration, Inc. files its annual report describing a seafloor mineral exploration business focused on phosphate sands, polymetallic nodules and subsea gold projects. The company highlights a $37.1 million NAFTA arbitral award plus interest against Mexico tied to its Mexican phosphate project, though Mexico is seeking to set aside the award in Canadian court.

Odyssey reports recurring operating losses of $12.4 million in 2025 and $12.0 million in 2024 and its auditors note substantial doubt about its ability to continue as a going concern. The filing details prior financial restatements, a remediated material weakness in internal control, and a strategy that depends on advancing joint ventures such as the Phosagmex fertilizer project, Cook Islands critical minerals interests, and the Lihir Gold exploration license.

Odyssey Marine Exploration Chief Executive Officer Mark Gordon exercised stock options to acquire 150,000 shares of common stock. The options had an exercise price of $0.4141 per share and were exercised on March 23, 2026 under Odyssey's 2019 Stock Incentive Plan. Following the transaction, Gordon directly owns 632,235 shares of common stock. The exercised stock option position was fully converted, leaving no remaining options from this grant.

Greywolf Capital Management LP, Greywolf Opportunities Master Fund II, L.P. and related entities filed an amended Form 3 for Odyssey Marine Exploration, detailing their equity and warrant holdings. Greywolf Master Fund II directly holds 6,051,932 shares of common stock. It also holds warrants exercisable into 342,391 shares of common stock at $3.35 per share expiring on December 10, 2027, Tranche I warrants for 235,294 shares at $1.23 per share expiring on December 1, 2026, and Tranche II warrants for 35,260 shares at $2.05 per share expiring on December 1, 2026. The footnotes state that Greywolf Advisors LLC, Greywolf Capital Management LP, Greywolf GP LLC and Jonathan Savitz may be deemed beneficial owners through their roles, but each disclaims beneficial ownership except to the extent of any pecuniary interest, and the entities and Savitz may be deemed a group without admitting such status. The warrants allow the issuer, at its sole discretion, to settle exercises in cash instead of issuing shares.