Business Context and Reporting Period
Company: Odyssey Marine Exploration, Inc. (OMEX)
Filing Type: Form 8-K (Current Report)
Date of Report: February 27, 2026
Principal Activity: The filing reports the entry into an Amended and Restated Joint Venture Agreement regarding a strategic fertilizer production project in Mexico.
Key Financial Metrics
This filing is a current report regarding a material definitive agreement and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes and Transaction Details
The Company, along with affiliates Oceanica Resources, S. de R.L. and Exploraciones Oceánicas, S. de R.L. de C.V., and partner Capital Latinoamericano, S.A. de C.V. (CapLat), entered into an Amended and Restated Joint Venture Agreement on February 27, 2026. Key developments include:
- Joint Venture Entity: Phosagmex, S.A.P.I. de C.V. was formed in June 2025 with CapLat and Odyssey affiliate ORM holding 50.0% equity interests each.
- Capital Contributions: Initial capital contributions by the Company and CapLat were completed in August 2025.
- Asset Assignment: An agreement was executed to assign legal rights to specified mining concessions held by ExO to Phosagmex, subject to reinstatement conditions.
- Agreement Amendments: The Restated JV Agreement modifies the original December 2024 agreement with the following changes:
- Termination is now permitted only upon mutual consent of the parties.
- Termination fees for either party have been eliminated.
- Closing of transactions occurs upon execution of the Restated JV Agreement.
- The duration of the period during which Odyssey is obligated to provide services to Phosagmex has been limited.
Guidance, Outlook, and Risks
Outlook: The Company continues to develop the strategic fertilizer production project in Mexico through the joint venture structure.
Risks and Contingencies: The assignment of mining concessions to the joint venture is subject to the condition that the concessions are reinstated. The filing notes that the summary of the agreement is qualified in its entirety by reference to the full Restated JV Agreement attached as Exhibit 10.1.
Investor Verification Checklist
- Verify the status of the mining concessions assigned to Phosagmex and whether the condition of reinstatement has been met.
- Review the full text of the Amended and Restated JV Agreement (Exhibit 10.1) for specific terms regarding the limited service obligation period.
- Confirm the operational progress of the fertilizer production project since the initial capital contributions in August 2025.
- Monitor future filings for any updates on the joint venture's financial performance or additional capital requirements.