OMEX

Business Context and Reporting Period

Company: Odyssey Marine Exploration, Inc. (OMEX)
Filing Type: Form 8-K (Current Report)
Date of Report: April 8, 2026
Event: Entry into a Material Definitive Agreement (Agreement and Plan of Merger) with American Ocean Minerals Corporation (AOM).
Transaction Overview: Odyssey will acquire AOM via a merger, with AOM becoming a wholly-owned subsidiary. Upon closing, Odyssey will change its corporate name to "American Ocean Minerals Corporation." The transaction is expected to close in the late second to early third quarter of 2026.

Key Financial Metrics and Transaction Terms

Exchange Ratio: Each outstanding share of AOM common stock will be converted into 4.5017 shares of Odyssey common stock. Beneficial ownership limitations (4.99%) may result in certain shareholders receiving convertible preferred stock instead.
Pro Forma Ownership Structure:

• Pre-Merger AOM Stockholders (excluding Bridge/PIPE): ~52.9%
• Pre-Merger AOM PIPE Investors: ~15.4%
• Pre-Merger AOM Bridge Investors: ~10.7%
• Pre-Merger Odyssey Stockholders: ~6.7%

Financing and Liquidity:

• AOM PIPE Investment: $156.0 million committed by third-party investors (condition for closing).
• AOM Bridge Financing: Approximately $75.6 million in convertible debentures (to convert to equity pre-closing).
• Minimum Cash Balance: AOM must have a minimum cash balance of $100.0 million after the PIPE investment to close.
• Odyssey Note to AOM: Odyssey issued a secured promissory note to AOM of up to $5.0 million (initial $1.5 million, remaining $3.5 million in installments) at 8.0% interest.

Other Financial Agreements:

• CIC Ltd Note: AOM purchased a convertible note from CIC Ltd of up to $20.0 million at 8.0% interest.
• CIC LLC Note: AOM purchased a convertible note from CIC LLC of $5.0 million at 8.0% interest.
• OML Unit Purchase: AOM agreed to purchase OML units for $20.0 million (initial advance of $7.5 million paid).

Material Changes and Strategic Shifts

Corporate Identity: The company will rebrand from Odyssey Marine Exploration to American Ocean Minerals Corporation, signaling a strategic pivot toward deep-sea mining assets held by AOM.
Asset Disposition: Odyssey agreed to spin off its interest in Oceanica Resources Mexico (ORM) into a liquidating trust (ORM Trust) for the benefit of pre-merger Odyssey shareholders. This is a condition to closing.
Equity Dilution: Existing Odyssey shareholders will own approximately 6.7% of the combined entity post-merger, representing a significant dilution of their current equity stake.
Management Compensation: Transaction-related compensation of $800,000 for CEO Mark D. Gordon and $530,000 for Chairman John D. Longley was approved, payable upon closing and six months thereafter.

Guidance, Risks, and Contingencies

Closing Conditions:

• Approval by Odyssey stockholders.
• Effectiveness of the SEC Registration Statement.
• Consummation of the $156.0 million AOM PIPE Investment.
• AOM achieving a minimum cash balance of $100.0 million.
• Conversion of AOM Bridge Debentures.
• Completion of the ORM disposition and securing financing for ORM HoldCo for at least 18 months.

Termination Rights:

• Either party may terminate if the merger is not consummated by October 7, 2026 (Outside Date), subject to extensions.
• Termination fee of $2.2 million payable by Odyssey to AOM under specified circumstances.

Risks:

• Failure to obtain stockholder approval or regulatory approvals (including Cook Islands Seabed Mineral Authority).
• Uncertainty regarding the timing of the merger and potential delays.
• Operational and financial risks associated with the deep-sea mining sector.
• Forward-looking statements regarding future cash resources and operating expenses are subject to significant uncertainty.

Lock-Up Agreements: Bridge Investors are locked up for 60 days post-closing; AOM common stockholders are locked up for 90 days post-closing with staged releases thereafter.

Key Facts for Investor Verification

• Stockholder Approval: Verify the outcome of the special Odyssey stockholder meeting required to approve the merger, reverse stock split, and charter amendment.
• PIPE Commitment: Confirm the final closing of the $156.0 million PIPE investment and the resulting cash balance of AOM.
• ORM Disposition: Monitor the establishment of the ORM Trust and the securing of financing for the ORM HoldCo, as this is a critical closing condition.
• Regulatory Approvals: Track the status of approvals from the Cook Islands Seabed Mineral Authority (SBMA) regarding pre-feasibility studies and trial harvesting licenses, which impact CIC option valuations.
• Pro Forma Dilution: Assess the impact of the 6.7% ownership stake for legacy Odyssey shareholders and the issuance of preferred stock to prevent beneficial ownership breaches.