OMEX / Odyssey Marine Exploration, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

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): June 1, 2026 ODYSSEY MARINE EXPLO

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): June 1, 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) (Commis

EQUITY EXCHANGE AGREEMENT

Exhibit 10.8 Confidential Execution Version EQUITY EXCHANGE AGREEMENT NEITHER THIS AGREEMENT NOR THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE

with a copy (which will not constitute notice) to: with a copy (which will not constitute notice) to:

Exhibit 10.7 Confidential Execution Version OPTION AGREEMENT THIS OPTION AGREEMENT (this “Agreement”), is made as of April 8, 2026 (the “Effective Date”), by and among CIC LLC, a Florida limited liability company (the “Grantor”) and Odyssey Marine Exploration, Inc., a Nevada corporation (the “Purchaser”). Each of the Grantor and the Purchaser is referred to individually herein as a “Party” and, co

EQUITY EXCHANGE AGREEMENT

Exhibit 10.5 Confidential Execution Version EQUITY EXCHANGE AGREEMENT NEITHER THIS AGREEMENT NOR THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE

with a copy (which will not constitute notice) to:

Exhibit 10.6 Confidential OPTION AGREEMENT THIS OPTION AGREEMENT (this “Agreement”), is made as of April 8, 2026 (the “Effective Date”), by and among Odyssey Marine Exploration, Inc., a Nevada corporation (the “Purchaser”) and each of the shareholders (each individually a “Grantor” and collectively the “Grantors”) of CIC Limited, a Cook Islands company (the “Company”) named on Schedule A attached

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2026 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-31895 O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2026 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-31895 ODYSSEY MARINE EXPLOR

CONSENT OF MOELIS & COMPANY LLC

EX-99.2 Exhibit 99.2 CONSENT OF MOELIS & COMPANY LLC The Special Transaction Committee of the Board of Directors Odyssey Marine Exploration, Inc. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 Members of the Special Transaction Committee: We hereby consent to the inclusion of our opinion letter, dated April 8, 2026, to the Special Transaction Committee of the Board of Directors of Odyssey

CONSENT OF Charles L. Morgan

EX-23.7 Exhibit 23.7 CONSENT OF Charles L. Morgan 94-452 Mulehu Street Mililani HI 96789 USA 808-295-0582 | [email protected] Date: May 4, 2026 Consent to Use of Technical Report Summary under Regulation S-K Subpart 1300 Regarding Form S-4 filed by Odyssey Marine Exploration, Inc. (the “Company”) I, Charles Lowell Morgan, in connection with the Company’s Registration Statement on Form S-4 to

Mulehu Street

EX-23.8 Exhibit 23.8 94-452 Mulehu Street Mililani HI 96789 USA 808-295-0582 | [email protected] Date: May 4, 2026 Consent to Use of Technical Report Summary under Regulation S-K Subpart 1300 Regarding Form S-4 filed by Odyssey Marine Exploration, Inc. (the “Company”) I, Charles Lowell Morgan, in connection with the Company’s Registration Statement on Form S-4 to be filed on or about May 8,

WYCO Mineral Advisors Advisors for the mineral industry

EX-23.10 Exhibit 23.10 WYCO Mineral Advisors Advisors for the mineral industry May 4, 2026 CONSENT FOR CHRISTOPHER J. WYATT Consent to the Use of the Technical Report Summary under Regulation S-K Subpart 1300 Regarding Form S-4 filed by Odyssey Marine Exploration, Inc. (the “Company”) I, Christopher J. Wyatt, in connection with the Company’s Registration Statement on Form S-4 to be filed on or abo

INITIAL ASSESSMENT FOR THE EL1

EX-96.1 Exhibit 96.1 INITIAL ASSESSMENT FOR THE EL1 Initial Assessment and Technical Report Summary for the EL1 Cook Islands Polymetallic Nodule Deposit, South Pacific Ocean Report prepared for (Registrant) : CIC LIMITED Airport Authority House 2 Nikao, Rarotonga Cook Islands Prepared by: RSC Consulting Ltd Dr Simon Nielsen, PhD, MAusIMM Effective date: December 31, 2025 Date & Signature Page Repo

MINERAL RESOURCE ESTIMATE FOR THE EL3 COOK ISLANDS POLYMETALLIC NODULE DEPOSIT

EX-96.2 Exhibit 96.2 MINERAL RESOURCE ESTIMATE FOR THE EL3 COOK ISLANDS POLYMETALLIC NODULE DEPOSIT Initial Assessment and Technical Report Summary for the EL3 Cook Islands Polymetallic Nodule Deposit, South Pacific Ocean Report prepared for (Registrant): MOANA MINERALS LTD Grand Central Building Main Road Avarua Rarotonga, Cook Islands Date & Signature Report issued by RSC Consulting Ltd 24 Smith

Statistic

EX-96.4 Exhibit 96.4 S-K 1300 TECHNICAL REPORT SUMMARY (TRS) FOR AOM AREA-2 Submitted to American Ocean Minerals Corporation February 12, 2026 Table of Contents I.   Executive Summary 5 A. Introduction 5 B. Property Description and Ownership 5 C. Geology and Resource Estimate 8 D. Status of Exploration 8 E.  Development and Operations 8 F.  Mineral Reserve Estimate 8 G. Capital and Operating Costs

WYCO Mineral Advisors Advisors for the mineral industry

EX-23.9 Exhibit 23.9 WYCO Mineral Advisors Advisors for the mineral industry May 4, 2026 CONSENT FOR CHRISTOPHER J. WYATT Consent to the Use of the Technical Report Summary under Regulation S-K Subpart 1300 Regarding Form S-4 filed by Odyssey Marine Exploration, Inc. (the “Company”) I, Christopher J. Wyatt, in connection with the Company’s Registration Statement on Form S-4 to be filed on or about

Sub- Area

EX-96.3 Exhibit 96.3 S-K 1300 TECHNICAL REPORT SUMMARY (TRS) FOR AOM AREA-1 Submitted to American Ocean Minerals Corporation February 12, 2026 Table of Contents I.   Executive Summary 5 A. Introduction 5 B. Property Description and Ownership 5 C. Geology and Resource Estimate 6 D. Status of Exploration 7 E.  Development and Operations 8 F.  Mineral Reserve Estimate 8 G. Capital and Operating Costs

As filed with the Securities and Exchange Commission on May 8, 2026

S-4 Table of Contents As filed with the Securities and Exchange Commission on May 8, 2026 Registration No.

Security Type

Calculation of Filing Fee Tables S-4 ODYSSEY MARINE EXPLORATION INC Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Stock, par value $0.

CONSENT OF SIMON HARDER HOLM NIELSEN

EX-23.11 Exhibit 23.11 CONSENT OF SIMON HARDER HOLM NIELSEN CIC Ltd., Airport House 2, Nikao, Rarotonga Cook Islands Phone: +682 70 827 (CK)/ +64 027 778 5663 (NZ), email: [email protected] Date: 5/6/2026 Consent to Use of Technical Report Summary under Regulation S-K Subpart 1300 Regarding Form S-4 filed by Odyssey Marine Exploration, Inc. (the “Company”) I, Simon Harder Holm Nielsen, in connection

Filed by Odyssey Marine Exploration, Inc.

425 Filed by Odyssey Marine Exploration, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Odyssey Marine Exploration, Inc. Commission File No. 001-31895 Odyssey Marine Exploration, Inc. and American Ocean Minerals Corporation Announce Filing of Registration Statement in Connection with Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the

ARS

UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION WASHINGTON,D.C.20549 FORM10-K (Markone) È ANNUALREPORTPURSUANTTOSECTION13OR15(D)OFTHESECURITIESEXCHANGEACTOF 1934 ForthefiscalyearendedDecember31,2025 or ‘ TRANSITIONREPORTUNDERSECTION13OR15(D)OFTHESECURITIESEXCHANGEACTOF1934 Forthetransitionperiodfrom to CommissionFileNumber001-31895 ODYSSEYMARINEEXPLORATION,INC. (Exactnameofregistrantasspecifiedinitsc

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):April 8, 2026 ODYSSEY MARINE EXPLO

425 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):April 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) (Co

Transcript: American Ocean Minerals Corporation to Merge with Odyssey Marine Exploration, Inc

EX-99.1 Exhibit 99.1 Transcript: American Ocean Minerals Corporation to Merge with Odyssey Marine Exploration, Inc Investor Webcast 13 April 2026 Operator: Good morning, and welcome to today’s conference call with American Ocean Mineral Corporation and Odyssey Marine Exploration. Before I turn it over to the management team, I would like to draw your attention to the disclosures in the back of tod

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):April 8, 2026 ODYSSEY MARINE EXPLO

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):April 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) (Commis

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): April 8, 2026 ODYSSEY MARINE EXPL

425 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): April 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) (C

SECURITIES PURCHASE AGREEMENT

EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 8, 2026, by and among American Ocean Minerals Corporation, a Delaware corporation (the “Company”), Odyssey Marine Exploration, Inc., a Nevada corporation (“Omega”), and each of the investors identified on the signature pages hereto, severally and not jointly (including thei

NOTE PURCHASE AGREEMENT DATED AS OF APRIL 8, 2026 ODYSSEY MARINE EXPLORATION, INC., as Issuer, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, AMERICAN OCEAN MINERALS CORPORATION, as Purchaser $10,000,000 8.00% Senior Secured Notes

EX-10.3 Exhibit 10.3 NOTE PURCHASE AGREEMENT DATED AS OF APRIL 8, 2026 AMONG ODYSSEY MARINE EXPLORATION, INC., as Issuer, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, and AMERICAN OCEAN MINERALS CORPORATION, as Purchaser $10,000,000 8.00% Senior Secured Notes TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Section 1.2 Accounting Terms and Determinations 1 Secti

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EX-99.1 Exhibit 99.1 American Ocean Minerals Corporation to Merge with Odyssey Marine Exploration, Inc., Creating a $1B U.S.-Controlled Deep-Sea Critical Minerals Platform • Creates one of the largest U.S.-controlled critical minerals and rare earths platforms focused on deep-sea exploration, harvesting and processing of polymetallic nodules • Led by Chairman Tom Albanese, former Rio Tinto CEO, an

Executive Summary Introduction to American Ocean Minerals Corporation AOM will be a U.S.-controlled platform company focused on securing critical mineral independence via deep-sea resources. Key Investment Highlights Scale & Control: Large and advanc

EX-99.2 Exhibit 99.2 American Ocean Minerals Corporation A Merger with Odyssey Marine Exploration (NASDAQ: OMEX) A Responsible Solution for Critical Minerals & Rare Earth Supply Through Fast-Tracked Regulation, an Industry-Leading Team, and Proven Technologies Investor Presentation - 2026 Executive Summary Introduction to American Ocean Minerals Corporation AOM will be a U.S.-controlled platform c

AMERICAN OCEAN MINERALS CORPORATION WARRANT TO PURCHASE COMMON STOCK

EX-10.2 Exhibit 10.2 [THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

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): April 8, 2026 ODYSSEY MARINE EXPL

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): April 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) (Commi

AGREEMENT AND PLAN OF MERGER by and among ODYSSEY MARINE EXPLORATION, INC., OCEANUS MERGER SUB, INC., AMERICAN OCEAN MINERALS CORPORATION April 8, 2026

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among ODYSSEY MARINE EXPLORATION, INC., OCEANUS MERGER SUB, INC., and AMERICAN OCEAN MINERALS CORPORATION April 8, 2026 TABLE OF CONTENTS Page Article I THE MERGER 4   Section 1.1 The Merger 4 Section 1.2 Effective Time 4 Section 1.3 Governing Documents 4 Section 1.4 Directors and Officers 5 Article II MERGER CONSIDERATION; CONVERSION OF SECUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents critical1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary (1) Jurisdiction of Incorporation or Organization Odyssey Marine Services, Inc. Nevada OVH, Inc. Nevada Marine Exploration Holding, LLC Nevada Odyssey Marine Entertainment, Inc. Nevada Odyssey Marine Minerals, LLC Nevada Odyssey Marine Management, Ltd. Bahamas Oceania Marine Operations S.R.L. Panama Odyssey Marine Enterprises, Ltd. Bahamas Oce

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): February 27, 2026 ODYSSEY MARINE

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): February 27, 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) (C

AMENDED AND RESTATED JOINT VENTURE AGREEMENT by and among CAPITAL LATINOAMERICANO, S.A. DE C.V., ODYSSEY MARINE EXPLORATION INC., OCEANICA RESOURCES, S. DE R.L., OCEÁNICA RESOURCES MÉXICO, S. DE R.L. DE C.V., PHOSAGMEX, S.A.P.I. DE C.V. EXPLORACIONES

EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED JOINT VENTURE AGREEMENT by and among CAPITAL LATINOAMERICANO, S.A. DE C.V., ODYSSEY MARINE EXPLORATION INC., OCEANICA RESOURCES, S. DE R.L., OCEÁNICA RESOURCES MÉXICO, S. DE R.L. DE C.V., PHOSAGMEX, S.A.P.I. DE C.V. and EXPLORACIONES OCEÁNICAS, S. DE R.L. DE C.V. Dated as of February 27, 2026 This AMENDED AND RESTATED JOINT VENTURE AGREEM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2025 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-31895 ODYSSEY MARINE EX

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): October 7, 2025 ODYSSEY MARINE EX

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): October 7, 2025 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Com

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 25, 2025 ODYSSEY MARINE

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 25, 2025 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (

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 18, 2025 ODYSSEY MARINE

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 18, 2025 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction (Commission (IRS Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-31895 ODYSSEY MARINE EXPLORA

Form of Amended and Restated Equity Exchange Agreement dated June 27, 2025

Exhibit 10.7 NEITHER THIS AGREEMENT NOR THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY A PERSON WHO CAN BEAR THE RISK OF THE LOSS OF HIS ENTIRE INVESTMENT. Amended and Restated Equity Exchange Agreemen

Second Amendment to Securities Purchase Agreement dated May 14, 2025

Exhibit 10.2 SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT This SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of May 14, 2025, is by and among ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchas

Third Amendment to Securities Purchase Agreement dated June 11, 2025

Exhibit 10.5 THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT This THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of June 11, 2025, is by and among ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchase

Amended and Restated Amendment to Joint Venture Agreement and Joinder dated August 18, 2025

Exhibit 10.4 Execution Version AMENDED AND RESTATED AMENDMENT TO JOINT VENTURE AGREEMENT AND JOINDER This AMENDED AND RESTATED AMENDMENT TO JOINT VENTURE AGREEMENT AND JOINDER (this “Amendment”) entered into on August 18, 2025, but effective for all purposes as of June 5, 2025 (the “Amended Effective Date”), is made by and among: Capital Latinoamericano, S.A. de C.V., a corporation organized under

Shareholders Agreement dated June 4, 2025

Exhibit 10.3 Execution Version SHAREHOLDERS AGREEMENT by and among CAPITAL LATINOAMERICANO, S.A. DE C.V., ODYSSEY MARINE EXPLORATION INC., OceÁnica Resources México, S. de R.L. de C.V. and PhosAgMex, S.A.P.I. DE C.V. dated as of June 4, 2025 TABLE OF CONTENTS Page Article I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 General Interpretive Principles 7 Article II CERTAIN AGREEMENTS AND UNDER

Fourth Amendment to Securities Purchase Agreement dated June 20, 2025

Exhibit 10.6 FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT This FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of June 20, 2025, is by and among ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purcha

First Amendment to Securities Purchase Agreement dated April 28, 2025

Exhibit 10.1 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of April 28, 2025, is by and among ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchas

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

NT 10-Q 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 Tr

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): August 8, 2025 ODYSSEY MARINE EXP

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): August 8, 2025 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Comm

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): July 28, 2025 ODYSSEY MARINE EXPL

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): July 28, 2025 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Commi

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): June 4, 2025 ODYSSEY MARINE EXPLO

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): June 4, 2025 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-31895 ODYSSEY MARINE EXPLOR

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): May 7, 2025 ODYSSEY MARINE EXPLOR

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): May 7, 2025 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission

$50,000,000 Common Stock Preferred Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-286323 PROSPECTUS $50,000,000 Common Stock Preferred Stock Warrants From time to time, we may sell common stock, preferred stock, and/or warrants with a maximum aggregate offering price of $50,000,000. We will describe in one or more prospectus supplements the securities we are offering and selling, as well as the specif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the

ARS

UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION WASHINGTON,D.C.20549 FORM10-K (Markone) È ANNUALREPORTPURSUANTTOSECTION13OR15(D)OFTHESECURITIESEXCHANGEACTOF 1934 ForthefiscalyearendedDecember31,2024 or ‘ TRANSITIONREPORTUNDERSECTION13OR15(D)OFTHESECURITIESEXCHANGEACTOF1934 Forthetransitionperiodfrom to CommissionFileNumber001-31895 ODYSSEYMARINEEXPLORATION,INC. (Exactnameofregistrantasspecifiedinitsc

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 17, 2025

1-A-W ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 17, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street N.E. Washington, D.C. 20549 Re: Odyssey Marine Exploration, Inc. Offering Statement on Form 1-A File No. 024-12559 Ladies and Gentlemen: Pursuant to Rule 259(a) promulga

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 17, 2025

RW WD ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 17, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street N.E. Washington, D.C. 20549 Re: Odyssey Marine Exploration, Inc. Offering Statement on Form 1-A Form RW Filed April 11, 2025 File No. 024-12559 Ladies and Gentlemen: On

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 16, 2025

CORRESP ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 16, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street N.E. Washington, D.C. 20549 Re: Odyssey Marine Exploration, Inc. Registration Statement on Form S-3 SEC Registration No.: 333-286323 Ladies and Gentlemen: On behalf of

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 11, 2025

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 11, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street N.E. Washington, D.C. 20549 Re: Odyssey Marine Exploration, Inc. Registration Statement on Form S-3 Amendment No. 1 to Registration Statement on Form S-3 Form RW File No. 333-

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 11, 2025

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 11, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street N.E. Washington, D.C. 20549 Re: Odyssey Marine Exploration, Inc. Registration Statement on Form S-3 Form RW File No. 333-261592 Ladies and Gentlemen: On April 8, 2025, Odyssey

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 11, 2025

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 11, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street N.E. Washington, D.C. 20549 Re: Odyssey Marine Exploration, Inc. Offering Statement on Form 1-A File No. 024-12559 Ladies and Gentlemen: Pursuant to Rule 477 promulgated under

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 11, 2025

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 11, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street N.E. Washington, D.C. 20549 Re: Odyssey Marine Exploration, Inc. Offering Statement on Form 1-A Form RW File No. 024-12559 Ladies and Gentlemen: On April 8, 2025, Odyssey Mari

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 11, 2025

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 11, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street N.E. Washington, D.C. 20549 Re: Odyssey Marine Exploration, Inc. Registration Statement on Form S-3 Amendment No. 1 to Registration Statement on Form S-3 File No. 333-272092 L

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 7, 2025

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 7, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street N.E. Washington, D.C. 20549 Re: Odyssey Marine Exploration, Inc. Registration Statement on Form S-3 File No. 333-261592 Ladies and Gentlemen: Pursuant to Rule 477 promulgated u

Current Report

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): April 4, 2025 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Commi

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 7, 2025

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 7, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street N.E. Washington, D.C. 20549 Re: Odyssey Marine Exploration, Inc. Offering Statement on Form 1-A File No. 024-12559 Ladies and Gentlemen: Pursuant to Rule 477 promulgated under

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 7, 2025

RW ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 April 7, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street N.E. Washington, D.C. 20549 Re: Odyssey Marine Exploration, Inc. Registration Statement on Form S-3 Amendment No. 1 to Registration Statement on Form S-3 File No. 333-272092

LETTER

April 8, 2025 Mark D. Gordon Chief Executive Officer ODYSSEY MARINE EXPLORATION INC 205 S. Hoover Boulevard Suite 210 Tampa, FL 33609 Re: ODYSSEY MARINE EXPLORATION INC Registration Statement on Form S-3 Filed April 1, 2025 File No. 333-286323 Dear Mark D. Gordon: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 rega

Filing Fee Table.

Exhibit 107.01 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Odyssey Marine Exploration, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fe

As filed with the Securities and Exchange Commission on April 1, 2025

Table of Contents As filed with the Securities and Exchange Commission on April 1, 2025 Registration No.

Consent of Akerman LL (included in Exhibit 5.01)

EX-5.01 Exhibit 5.01 Akerman LLP 401 E. Jackson Street Suite 1700 Tampa, FL 33602-5250 T: 813 223 7333 F: 813 223 2837 April 1, 2025 Odyssey Marine Exploration, Inc. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to Odyssey Marine Exploration, Inc., a Nevada corporation (the “Company”), in connection with

Consent of Grant Thornton LLP, Independent Accountants.

EX-23.01 Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated March 31, 2025 with respect to the consolidated financial statements of Odyssey Marine Exploration, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2024, which are incorporated by reference in this Registration Statement. We consent to the incorporation by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents critical1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary (1) Jurisdiction of Incorporation or Organization Odyssey Marine Services, Inc. Nevada OVH, Inc. Nevada Marine Exploration Holding, LLC Nevada Odyssey Marine Entertainment, Inc. Nevada Odyssey Marine Minerals, LLC Nevada Odyssey Marine Management, Ltd. Bahamas Oceania Marine Operations S.R.L. Panama Odyssey Marine Enterprises, Ltd. Bahamas Oce

Executive Officer Clawback Policy

ODYSSEY MARINE EXPLORATION, INC. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Odyssey Marine Exploration, Inc. (the “Company”) ha

Insider Trading Policy

INSIDER TRADING POLICY 1.0 Purpose The purchase or sale of securities while aware of material nonpublic information, or the disclosure of material nonpublic information to others who then trade in the Company's securities, is prohibited by the federal securities laws. Insider trading violations are pursued vigorously by the SEC and the U.S. Attorneys and are punished severely. While the regulatory

Odyssey Marine Exploration Appoints Larissa Pommeraud to its Board of Directors

EX-99.1 Exhibit 99.1 PRESS RELEASE CONTACT: Liz Shows Odyssey Marine Exploration, Inc. (813) 876-1776 [email protected] Odyssey Marine Exploration Appoints Larissa Pommeraud to its Board of Directors TAMPA, Fla., March 3, 2025 (BUSINESSWIRE) – Odyssey Marine Exploration, Inc. (NASDAQ: OMEX), a global leader in ocean exploration and sustainable mineral resource development, today announced t

Current Report

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): February 25, 2025 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (C

AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13G

EX-1 2 exhibit1.htm EXHIBIT 1 AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13G The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing ag

40,924,202 Shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(1) Registration No. 333-284491 PROSPECTUS 40,924,202 Shares Common Stock The selling stockholders listed in this prospectus under the section “Selling Stockholders,” or their permitted transferees, are offering an aggregate of up to 40,924,202 shares of our common stock (a) issued or issuable pursuant to a securities purchase agreement, (b) issuable

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 February 5, 2025

CORRESP ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 February 5, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street N.E. Washington, D.C. 20549 Re: Odyssey Marine Exploration, Inc. Registration Statement on Form S-1 SEC Registration No.: 333-284491 Ladies and Gentlemen: On behalf

LETTER

February 3, 2025 Mark D. Gordon Chief Executive Officer Odyssey Marine Exploration, Inc. 205 S. Hoover Boulevard Suite 210 Tampa, FL 33609 Re: Odyssey Marine Exploration, Inc. Registration Statement on Form S-1 Filed January 24, 2025 File No. 333-284491 Dear Mark D. Gordon: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 an

PRELIMINARY OFFERING CIRCULAR DATED JANUARY 24, 2025

Table of Contents PRELIMINARY OFFERING CIRCULAR DATED JANUARY 24, 2025 AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

January 24, 2025

EX1A-12 OPN CNSL Exhibit 12.1 Akerman LLP 401 E. Jackson Street Suite 1700 Tampa, FL 33602-5250 January 24, 2025 Odyssey Marine Exploration, Inc. 205 South Hoover Boulevard Suite 210 Tampa, Florida 33609 Re: Offering Statement on Form 1-A Ladies and Gentleman: This opinion letter is being furnished in connection with the filing, with the Securities and Exchange Commission on or about the date here

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

EX-6.28 MAT CTRCT Exhibit 6.28 Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December  , 2024 (the “Effective Date”), by and among ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation, with its principal offices at 205 S. Hoover Blvd. Suite 210, Tampa, Florida 33609 (the “Company”), and

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX1A-11 CONSENT Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated May 17, 2024, with respect to the consolidated financial statements of Odyssey Marine Exploration, Inc. contained in the Offering Statement filed by Odyssey Marine Exploration, Inc. under Regulation A of the Securities Act of 1933. We consent to the use of the aforementioned report

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Odyssey Marine Exploration, Inc.

As filed with the Securities and Exchange Commission on January 24, 2025

S-1 Table of Contents As filed with the Securities and Exchange Commission on January 24, 2025 Registration No.

Filing Fee Table.

Exhibit 107.01 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Odyssey Marine Exploration, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee

Consent of Akerman LLP (included in Exhibit 5.01).

EX-5.01 Exhibit 5.01 Akerman LLP 401 E. Jackson Street Suite 1700 Tampa, FL 33602-5250 January 24, 2025 Odyssey Marine Exploration, Inc. 205 South Hoover Boulevard Suite 210 Tampa, Florida 33609 Re: Registration Statement on Form S-1 Ladies and Gentleman: This opinion letter is being furnished in connection with the filing, with the Securities and Exchange Commission on or about the date hereof, u

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): January 23, 2025 ODYSSEY MARINE E

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): January 23, 2025 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Co

As filed with the Securities and Exchange Commission on January 24, 2025

S-8 As filed with the Securities and Exchange Commission on January 24, 2025 Registration No.

Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.

EX-23.01 Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated May 17, 2024 with respect to the consolidated financial statements of Odyssey Marine Exploration, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference in this Registration Statement. We consent to the incorporation by re

JOINT FILING AGREEMENT

Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $.

Registration Rights Agreement dated December 20, 2024 (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Exhibit 10.10 Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 20, 2024 (the “Effective Date”), by and among ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation, with its principal offices at 205 S. Hoover Blvd. Suite 210, Tampa, Florida 33609 (the “Company”), and the undersigned

Registration Rights Agreement dated December 20, 2024 (incorporated by reference to Exhibit 10.06 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Exhibit 10.06 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES (COLLECTIVELY, THE “ACTS”). THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY NOT BE SOLD, DISTRIBUTED, OFFERED, PLEDGED, ENCUMBERED, ASSIGNED OR OTHERWISE TRANSFERRED IN

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): December 20, 2024 ODYSSEY MARINE

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): December 20, 2024 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (C

Amended and Restated Convertible Promissory Note dated December 20, 2024 (incorporated by reference to Exhibit 10.08 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Exhibit 10.08 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES (COLLECTIVELY, THE “ACTS”). THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY NOT BE SOLD, DISTRIBUTED, OFFERED, PLEDGED, ENCUMBERED, ASSIGNED OR OTHERWISE TRANSFERRED IN

Amendment to Note and Warrant Purchase Agreement dated December 20, 2024 (incorporated by reference to Exhibit 10.03 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Exhibit 10.03 Execution Version AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT This AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (this “Amendment”) is entered into as of December 23, 2024, by and among ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation with offices located at 205 S. Hoover Blvd., Suite 210, Tampa, Florida 33609 (the “Company”), DP SPV I LLC, a Delaware limited liability

Amendment to Note and Warrant Purchase Agreement dated December 20, 2024 (incorporated by reference to Exhibit 10.07 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Exhibit 10.07 Execution Version AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT This AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (this “Amendment”) is entered into as of December 20, 2024, by and among ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation with offices located at 205 S. Hoover Blvd., Suite 210, Tampa, Florida 33609 (the “Company”), TWO SEAS MASTER (GLOBAL) FUND LP, a Cayman

Amendment to Warrant to Purchase Common Stock dated December 20, 2024 (incorporated by reference to Exhibit 10.09 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Exhibit 10.09 AMENDMENT TO WARRANTS This AMENDMENT TO WARRANTS (this “Amendment”) is entered into as of December 23, 2024, by and among (a) ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation (the “Company”), (b) TWO SEAS MASTER (GLOBAL) FUND LP, a Cayman Islands limited partnership (“Collateral Agent”), and (c) each Person whose name appears on the signature page to this Amendment (each, a “Ho

Joint Venture Agreement dated December 23, 2024 (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Exhibit 10.11 Execution Version JOINT VENTURE AGREEMENT by and among CAPITAL LATINAMERICANO, S.A. DE C.V., ODYSSEY MARINE EXPLORATION INC., OCEANICA RESOURCES, S. DE R.L., and EXPLORACIONES OCEÁNICAS, S. DE R.L. DE C.V. Dated as of December 23, 2024 This JOINT VENTURE AGREEMENT dated as of December 23, 2024 is made by and among: CAPITAL LATINOAMERICANO, S.A. DE C.V. a corporation organized under t

Amendment to Warrant to Purchase Common Stock dated December 20, 2024 (incorporated by reference to Exhibit 10.05 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Exhibit 10.05 Execution Version AMENDMENT TO AMENDED AND RESTATED WARRANT TO PURCHASE COMMON STOCK This AMENDMENT TO AMENDED AND RESTATED WARRANT TO PURCHASE COMMON STOCK (this “Amendment”) is entered into as of December 23, 2024, by and among ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation with offices located at 205 S. Hoover Blvd., Suite 210, Tampa, Florida 33609 (the “Company”), DP SPV

Registration Rights Agreement dated December 23, 2024 (incorporated by reference to Exhibit 10.02 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Exhibit 10.02 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2024, among ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation (the “Company”), each investor identified on the signature pages hereto (collectively, the “Investors” and, each individually, an “Investor”). Recitals: A. The Company and the Investors are p

Securities Purchase Agreement dated December 23, 2024 (incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Exhibit 10.01 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 23, 2024, is by and among ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). Recitals: A. The Company an

Amended and Restated Convertible Promissory Note dated December 20, 2024 (incorporated by reference to Exhibit 10.04 to the Company’s Current Report on Form 8-K filed December 23, 2024).

Exhibit 10.04 Execution Version NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES (COLLECTIVELY, THE “ACTS”). THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY NOT BE SOLD, DISTRIBUTED, OFFERED, PLEDGED, ENCUMBERED, ASSIGNED OR OTHERW

OMEX / Odyssey Marine Exploration, Inc. / Two Seas Capital LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d)AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 5)* Odyssey Marine Exploration, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 676118201 (CUSIP Number) September

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024. or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-31895 ODYSSEY MARINE E

OMEX / Odyssey Marine Exploration, Inc. / Greywolf Capital Management LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

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): October 30, 2024 ODYSSEY MARINE E

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): October 30, 2024 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Co

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): October 18, 2024 ODYSSEY MARINE E

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): October 18, 2024 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Co

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 17, 2024 ODYSSEY MARINE

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 17, 2024 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (

Odyssey Marine Exploration Reports Win in NAFTA Arbitration Case

EX-99.1 Exhibit 99.1 PRESS RELEASE CONTACTS: Liz Shows Odyssey Marine Exploration, Inc. (813) 876-1776 [email protected] Ed Hammond / Dan Moore / Paige Macpherson Collected Strategies [email protected] Odyssey Marine Exploration Reports Win in NAFTA Arbitration Case TAMPA, Fla., September 17, 2024 (BUSINESSWIRE) – Odyssey Marine Exploration, Inc. (NASDAQ: OMEX), an ocean ex

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 11, 2024 ODYSSEY MARINE

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 11, 2024 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (

Current Report

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 5, 2024 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (C

Executive Compensation Plan dated July 8, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed August 8, 2024).

Exhibit 10.1 Odyssey Marine Exploration, Inc., 2024 Executive Compensation Plan This 2024 Executive Compensation Plan (this “Compensation Plan”), effective as of July 8, 2024 (the “Effective Date”), sets forth the terms and conditions on which a bonus may be paid to eligible executives of Odyssey Marine Exploration, Inc. (“Odyssey” or the “Company”). The course of Odyssey’s business transition int

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024. or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-31895 ODYSSEY MARINE EXPLOR

Executive Severance Plan dated August 5, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed August 8, 2024).

Exhibit 10.2 Odyssey Marine Exploration Executive Severance Plan ARTICLE I Purpose This Odyssey Marine Exploration Executive Severance Plan has been established by the Company on August 5, 2024 (the "Effective Date") to provide Participants with the opportunity to receive severance benefits in the event of certain terminations of employment. The purpose of the Plan is to attract and retain qualifi

Current Report

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): July 8, 2024 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Commis

2,030,735 Shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-279720 PROSPECTUS 2,030,735 Shares Common Stock The selling stockholders listed in this prospectus under the section “Selling Stockholders,” or their permitted transferees, are offering an aggregate of 2,030,735 shares of our common stock issuable upon the exercise of outstanding warrants to purchase common stock. This prospec

Current Report

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): June 10, 2024 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Commi

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): June 10, 2024 Odyssey Marine Expl

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): June 10, 2024 Odyssey Marine Exploration, Inc. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Commi

Consent of Akerman LLP (included in Exhibit 5.01).

EX-5.01 Exhibit 5.01 Akerman LLP 401 E. Jackson Street Suite 1700 Tampa, FL 33602-5250 June 7, 2024 Odyssey Marine Exploration, Inc. 205 South Hoover Boulevard Suite 210 Tampa, Florida 33609 Re: Registration Statement on Form S-1 Ladies and Gentleman: This opinion letter is being furnished in connection with the filing, with the Securities and Exchange Commission on or about the date hereof, under

As filed with the Securities and Exchange Commission on June 7, 2024

S-1/A Table of Contents As filed with the Securities and Exchange Commission on June 7, 2024 Registration No.

Filing Fee Table.

EX-FILING FEES Exhibit 107.01 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Odyssey Marine Exploration, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule or Instruction Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Reg

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 June 7, 2024

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 June 7, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street N.E. Washington, D.C. 20549 Re: Odyssey Marine Exploration, Inc. Registration Statement on Form S-1 Amendment No. 1 to Registration Statement on Form S-1 SEC Registration No.: 3

LETTER

United States securities and exchange commission logo June 3, 2024 Mark D. Gordon Chief Executive Officer Odyssey Marine Exploration, Inc. 205 S. Hoover Boulevard Suite 210 Tampa, FL 33609 Re: Odyssey Marine Exploration, Inc. Registration Statement on Form S-1 Filed May 24, 2024 File No. 333-279720 Dear Mark D. Gordon: This is to advise you that we have not reviewed and will not review your regist

Consent of Akerman LLP (included in Exhibit 5.01).

EX-5.01 Exhibit 5.01 Akerman LLP 401 E. Jackson Street Suite 1700 Tampa, FL 33602-5250 May 24, 2024 Odyssey Marine Exploration, Inc. 205 South Hoover Boulevard Suite 210 Tampa, Florida 33609 Re: Registration Statement on Form S-1 Ladies and Gentleman: This opinion letter is being furnished in connection with the filing, with the Securities and Exchange Commission on or about the date hereof, under

Power of Attorney (included on the signature page to this registration statement).

S-1 Table of Contents As filed with the Securities and Exchange Commission on May 24, 2024 Registration No.

Filing Fee Table.

EX-FILING FEES Exhibit 107.01 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Odyssey Marine Exploration, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule or Instruction Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Reg

Consent of Grant Thornton LLP, Independent Accountants.

EX-23.01 Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated May 17, 2024 with respect to the consolidated financial statements of Odyssey Marine Exploration, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2023, which are incorporated by reference in this Registration Statement. We consent to the incorporation by r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024. or ☐ Transition report pursuant

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024. or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from     to     Commission File Number 001-

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed May 17, 2024).

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary (1) Jurisdiction of Incorporation or Organization Odyssey Marine Services, Inc. Nevada OVH, Inc. Nevada Marine Exploration Holding, LLC Nevada Odyssey Marine Entertainment, Inc. Nevada Odyssey Marine Minerals, LLC Nevada Odyssey Marine Management, Ltd. Bahamas Oceanica Marine Operations S.R.L. Panama Odyssey Marine Enterprises, Ltd. Bahamas Oc

Form of Amended and Restated Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K dated May 17, 2024).

Exhibit 4.4 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION OR QUALIFICATION THEREFROM. ODYSSEY MARINE EXPLORATION, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 ☐ TRANSITION REPORT UNDER

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-31895 ODYSSEY MARINE EXPLORATION, INC. (Exact

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: March 31, 2024

NT 10-Q 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: March 31, 2024 ☐ 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 Tr

Regulation FD Disclosure

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): May 3, 2024 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission

Current Report

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): April 24, 2024 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Comm

Odyssey Marine Exploration Addresses NASDAQ Compliance Matters

Exhibit 99.1 PRESS RELEASE CONTACT: Liz Shows Odyssey Marine Exploration, Inc. (813) 876-1776 [email protected] Odyssey Marine Exploration Addresses NASDAQ Compliance Matters TAMPA, Fla., April 19, 2024 (BUSINESSWIRE) – Odyssey Marine Exploration, Inc. (NASDAQ: OMEX), a global subsea mineral exploration and validation company, reported that on April 17, 2024, Odyssey received a notice from

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): April 17, 2024 Odyssey Marine Exploration, Inc. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Comm

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: December 31, 20

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: December 31, 2023 ☐ 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 Transit

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): March 8, 2024 ODYSSEY MARINE EXPL

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): March 8, 2024 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Commi

OMEX / Odyssey Marine Exploration, Inc. / FourWorld Capital Management LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.6)* Odyssey Marine Exploration, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 676118201 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): February 20, 2024 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (C

OMEX / Odyssey Marine Exploration, Inc. / Two Seas Capital LP Passive Investment

SC 13G/A 1 formodysseysc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d)AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 4)* Odyssey Marine Exploration, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 676

OMEX / Odyssey Marine Exploration, Inc. / Greywolf Capital Management LP Passive Investment

SC 13G 1 omex13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * Odyssey Marine Exploration, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 676118201 (Cusip Number) June 10, 2022** (Date of Event which Requires Filing of this Statement) Check the appro

Form of Tranche I Warrant to Purchase Common Stock dated December 1, 2023 (incorporated by reference Exhibit 10.3 to the Company’s Current Report on Form 8-K filed December 4, 2023).

EX-10.3 Exhibit 10.3 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION OR QUALIFICATION THEREFROM. ODYSSEY MARINE EXPLORA

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): December 1, 2023 ODYSSEY MARINE E

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): December 1, 2023 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Co

Note and Warrant Purchase Agreement dated December 1, 2023 (incorporated by reference Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 4, 2023).

EX-10.1 Exhibit 10.1 NOTE AND WARRANT PURCHASE AGREEMENT This NOTE AND WARRANT PURCHASE AGREEMENT (including all Schedules and Exhibits hereto, this “Agreement”), dated as of December 1, 2023, is by and among ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation with offices located at 205 S. Hoover Blvd. Suite 210, Tampa, Florida 33609 (the “Company”), TWO SEAS MASTER (GLOBAL) FUND LP, a Cayman

Odyssey Marine Exploration Secures Strategic Debt Financing Deal

EX-99.1 Exhibit 99.1 PRESS RELEASE CONTACT: Liz Shows Odyssey Marine Exploration, Inc. (813) 314-2335 [email protected] Odyssey Marine Exploration Secures Strategic Debt Financing Deal TAMPA, Fla., December 4, 2023 (BUSINESSWIRE) – Odyssey Marine Exploration, Inc. (NASDAQ: OMEX), a global subsea mineral exploration, validation, and development company, reported today that it took a signific

Registration Rights Agreement dated December 1, 2023 (incorporated by reference Exhibit 10.5 to the Company’s Current Report on Form 8-K filed December 4, 2023).

EX-10.5 Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 1, 2023 (the “Closing Date”), by and among ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation, with its principal offices at 205 S. Hoover Blvd. Suite 210, Tampa, Florida 33609 (the “Company”), and the undersigned holders (each, a “Holder”, and collectively, the “Holde

Form of Tranche II Warrant to Purchase Common Stock dated December 1, 2023 (incorporated by reference Exhibit 10.4 to the Company’s Current Report on Form 8-K filed December 4, 2023).

EX-10.4 Exhibit 10.4 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION OR QUALIFICATION THEREFROM. ODYSSEY MARINE EXPLORA

Form of Promissory Note dated December 1, 2023 (incorporated by reference Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 4, 2023).

EX-10.2 Exhibit 10.2 FORM OF PROMISSORY NOTE $ December 1, 2023 FOR VALUE RECEIVED, ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation (the “Company”), hereby promises to pay to the order of , a (together with its successors and/or assigns, collectively, the “Holders” and each individually, a “Holder”), the principal sum of U.S. DOLLARS ($), together with interest accruing at the Interest Rate

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): November 21, 2023 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (C

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: September 30, 2023 ☐

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: September 30, 2023 ☐ 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 P

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): October 6, 2023 ODYSSEY MARINE EX

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): October 6, 2023 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Com

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, 2023 ODYSSEY MARINE E

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, 2023 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023. or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-31895 ODYSSEY MARINE EXPLOR

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): June 13, 2023 ODYSSEY MARINE EXPL

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): June 13, 2023 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Commi

Odyssey Marine Exploration Announces the Departure of its Chief Financial Officer

EX-99.1 Exhibit 99.1 PRESS RELEASE CONTACT: Liz Shows Odyssey Marine Exploration, Inc. (813) 876-1776 [email protected] Odyssey Marine Exploration Announces the Departure of its Chief Financial Officer TAMPA, Fla., June 13, 2023 (BUSINESSWIRE) – Odyssey Marine Exploration, Inc. (NASDAQ: OMEX), a global subsea mineral exploration, validation, and development company, announced that Christoph

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): June 5, 2023 ODYSSEY MARINE EXPLO

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): June 5, 2023 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Commis

Odyssey Marine Exploration Announces Partnership with Ocean Minerals LLC for a New Cook Islands Exploration Project

EX-99.1 Exhibit 99.1 PRESS RELEASE CONTACT: Liz Shows Odyssey Marine Exploration, Inc. (813) 876-1776 [email protected] Odyssey Marine Exploration Announces Partnership with Ocean Minerals LLC for a New Cook Islands Exploration Project TAMPA, Fla., June 5, 2023 (BUSINESSWIRE) – Odyssey Marine Exploration, Inc. (NASDAQ: OMEX), a global subsea mineral exploration, validation, and development

Unit Purchase Agreement, dated June 4, 2023, among Odyssey Marine Exploration, Inc., Odyssey Minerals Cayman Limited, and Ocean Minerals, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed June 5, 2023).

EX-10.1 Exhibit 10.1 Execution Version UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT (this “Agreement”), is made as of June 4, 2023 (the “Effective Date”), by and among Ocean Minerals, LLC, a Cayman Islands limited liability company (“OML”), Odyssey Marine Exploration, Inc. a Nevada corporation (“Odyssey”), and Odyssey Minerals Cayman Limited, a Cayman Islands company (the “Purchaser”). Eac

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): June 4, 2023 ODYSSEY MARINE EXPLO

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): June 4, 2023 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Commis

Form of Equity Exchange Agreement among Odyssey Marine Exploration, Inc. and the members of Ocean Minerals, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed June 5, 2023).

EX-10.2 Exhibit 10.2 EXHIBIT C FORM OF EQUITY EXCHANGE AGREEMENT NEITHER THIS AGREEMENT NOR THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVE

Form of Contribution Agreement among Odyssey Marine Exploration, Inc., Odyssey Minerals Cayman Limited, and Ocean Minerals, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 8-K filed June 5, 2023)

EX-10.3 Exhibit 10.3 EXHIBIT B FORM OF CONTRIBUTION AGREEMENT This Contribution Agreement (this “Agreement”), dated as of June , 2023 (the “Effective Date”), is made by and between Odyssey Marine Exploration, Inc., a Nevada registered corporation (“OMEX”), Odyssey Minerals Cayman Limited, a Cayman Islands company (the “Purchaser”), and Ocean Minerals, LLC, a Cayman Islands limited liability compan

3,492,239 Shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-272092 PROSPECTUS 3,492,239 Shares Common Stock The selling stockholders listed in this prospectus under the section “Selling Stockholders” are offering an aggregate of 3,492,239 shares of our common stock issuable upon the exercise of outstanding warrants to purchase common stock. This prospectus also covers any additional sh

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 26, 2023 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Commis

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 May 26, 2021

CORRESP ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 May 26, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street N.E. Washington, D.C. 20549 Re: Odyssey Marine Exploration, Inc. Registration Statement on Form S-3 Amendment No. 1 to Registration Statement on Form S-3 SEC Registratio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

LETTER

United States securities and exchange commission logo May 25, 2023 Christopher Jones Chief Financial Officer Odyssey Marine Exploration, Inc.

As filed with the Securities and Exchange Commission on May 23, 2023

S-3/A Table of Contents As filed with the Securities and Exchange Commission on May 23, 2023 Registration No.

Consent of Warren Averett, LLC, Independent Accountants.

EX-23.01 Exhibit 23.01 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 31, 2023 relating to the consolidated financial statements of Odyssey Marine Exploration, Inc. and Subsidiaries, which report appears in the Annual Report on Form 10-K of Odyssey Marine Exploration,

Consent of Akerman LLP (included in Exhibit 5.01).

EX-5.01 Exhibit 5.01 Akerman LLP 401 E. Jackson Street Suite 1700 Tampa, FL 33602-5250 May 19, 2023 Odyssey Marine Exploration, Inc. 205 South Hoover Boulevard Suite 210 Tampa, Florida 33609 Re: Registration Statement on Form S-3 Ladies and Gentleman: This opinion letter is being furnished in connection with the filing, with the Securities and Exchange Commission on or about the date hereof, under

As filed with the Securities and Exchange Commission on May 19, 2023

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on May 19, 2023 Registration No.

Filing Fee Table

EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) Odyssey Marine Exploration, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023. or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-31895 ODYSSEY MARINE EXPLO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the

ARS

UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION WASHINGTON,D.C.20549 FORM10-K (Markone) È ANNUALREPORTPURSUANTTOSECTION13OR15(D)OFTHE SECURITIESEXCHANGEACTOF1934FORTHEFISCALYEARENDED DECEMBER31,2022 ‘ TRANSITIONREPORTUNDERSECTION13OR15(D)OFTHESECURITIES EXCHANGEACTOF1934 CommissionFileNumber001-31895 ODYSSEYMARINEEXPLORATION,INC. (Exactnameofregistrantasspecifiedinitscharter) Nevada 84-1018684 (State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (a

16.1 Letter from Warren Averett to the Securities Exchange Commission dated as of March 30, 2023

EXHIBIT 16.1 U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Dear sir(s), We have read the statements made by Odyssey Marine Exploration, Inc. (the “Company”), which were provided to us and which we understand will be filed with the Commission pursuant to Item 4.01 of the Company’s Form 8-K, regarding our departure as the Company’s independent registered public acco

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

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): March 31, 2023 ODYSSEY MARINE EXPLORATION INC (Exact name of Registrant as Specified in Its Charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Subsidiaries of the Registrant (filed herewith electronically)

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary (1) Jurisdiction of Incorporation or Organization Odyssey Marine Services, Inc. Nevada OVH, Inc. Nevada Odyssey Retriever, Inc. Nevada Marine Exploration Holding, LLC Nevada Odyssey Marine Entertainment, Inc. Nevada Odyssey Marine Minerals, LLC Nevada Odyssey Marine Management, Ltd. Bahamas Oceania Marine Operations S.R.L. Panama Odyssey Marin

Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed March 10, 2023 (SEC File No. 001-31895)).

EX-10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 6, 2023 (the “Closing Date”), by and AMONG ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation, with its principal offices at 205 S. Hoover Blvd. Suite 210, Tampa, Florida 33609 (the “Company”), and the undersigned holders (each, a “Holder”, and collectively, the “Holders”

Note and Warrant Purchase Agreement dated March 6, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed March 10, 2023)

EX-10.1 Exhibit 10.1 NOTE AND WARRANT PURCHASE AGREEMENT This NOTE AND WARRANT PURCHASE AGREEMENT (including all Schedules and Exhibits hereto, this “Agreement”), dated as of March 6, 2023 (the “Closing Date”), is by and among ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation with offices located at 205 S. Hoover Blvd. Suite 210, Tampa, Florida 33609 (the “Company”), DP SPV I LLC, a Delaware

Warrant to Purchase Common Stock (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed March 10, 2023 (SEC File No. 001-31895)).

EX-10.3 Exhibit 10.3 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION OR QUALIFICATION THEREFROM. ODYSSEY MARINE EXPLORA

Settlement, Release and Termination Agreement dated March 3, 2023.

EX-10.5 Exhibit 10.5 EXECUTION VERSION SETTLEMENT, RELEASE AND TERMINATION AGREEMENT THIS SETTLEMENT, RELEASE AND TERMINATION AGREEMENT (this “Settlement Agreement”) is made and entered into as of March 3, 2023, by and among Odyssey Marine Exploration, Inc., a Nevada corporation (“Odyssey”), Altos Hornos de México, S.A.B. de C.V., a Mexican sociedad anónime bursátil (“AHMSA”), Minera del Norte S.A

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): March 3, 2023 ODYSSEY MARINE EXPL

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): March 3, 2023 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Commi

Promissory Note dated March 6, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed March 10, 2023)

EX-10.2 Exhibit 10.2 PROMISSORY NOTE $14,000,000.00 March 6, 2023 FOR VALUE RECEIVED, ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation (the “Company”), hereby promises to pay to the order of DP SPV I LLC, a Delaware limited liability company (together with its successors and/or assigns, collectively, the “Holders” and each individually, a “Holder”), the principal sum of up to FOURTEEN MILLIO

OMEX / Odyssey Marine Exploration Inc / FourWorld Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 5)* Odyssey Marine Exploration, Inc. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 676118201 (CUSIP Number) December

OMEX / Odyssey Marine Exploration Inc / Two Seas Capital LP - SC 13G/A Passive Investment

SC 13G/A 1 d440117dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d)AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3)* Odyssey Marine Exploration, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022. or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-31895 ODYSSEY MARINE E

As filed with the Securities and Exchange Commission on September 16, 2022

As filed with the Securities and Exchange Commission on September 16, 2022 Registration No.

Filing Fee Table.

EX-FILING FEES 4 d368650dexfilingfees.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Odyssey Marine Exploration, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule or Instruction Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregat

LETTER

United States securities and exchange commission logo August 18, 2022 Mark D. Gordon Chief Executive Officer Odyssey Marine Exploration, Inc. 205 S. Hoover Blvd. Suite 210 Tampa, FL 33609 Re: Odyssey Marine Exploration, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 31, 2022 File No. 001-31895 Dear Mr. Gordon: We have completed our review of your filing. We remind you that

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022. or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-31895 ODYSSEY MARINE EXPLOR

205 SOUTH HOOVER BOULEVARD SUITE 210 TAMPA, FLORIDA 33609 August 11, 2022

205 SOUTH HOOVER BOULEVARD SUITE 210 TAMPA, FLORIDA 33609 August 11, 2022 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 ☐ TRAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark one) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 ? TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-31895 ODYSSEY MARINE EXPLO

LETTER

United States securities and exchange commission logo July 28, 2022 Mark D. Gordon Chief Executive Officer Odyssey Marine Exploration, Inc. 205 S. Hoover Blvd. Suite 210 Tampa, FL 33609 Re: Odyssey Marine Exploration, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 31, 2022 File No. 001-31895 Dear Mr. Gordon: We have reviewed your July 18, 2022 response to our comment letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 ☐ TRAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark one) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 ? TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-31895 ODYSSEY MARINE EXPLO

205 SOUTH HOOVER BOULEVARD SUITE 210 TAMPA, FLORIDA 33609 July 18, 2022

205 SOUTH HOOVER BOULEVARD SUITE 210 TAMPA, FLORIDA 33609 July 18, 2022 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.

LETTER

United States securities and exchange commission logo July 6, 2022 Mark D. Gordon Chief Executive Officer Odyssey Marine Exploration, Inc. 205 S. Hoover Blvd. Suite 210 Tampa, FL 33609 Re: Odyssey Marine Exploration, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 31, 2022 File No. 001-31895 Dear Mr. Gordon: We have reviewed your filing and have the following comments. In so

Submission of Matters to a Vote of Security Holders

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): June 13, 2022 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Commi

Odyssey Marine Exploration, Inc. 4,939,515 Shares of Common Stock Warrants to Purchase 4,939,515 Shares of Common Stock Up to 4,939,515 Shares of Common Stock Underlying the Warrants

Table of Contents PROSPECTUS SUPPLEMENT NO. 1 Filed Pursuant to Rule 424(b)(5) (TO PROSPECTUS DATED DECEMBER 10, 2021) Registration Statement No. 333-261592 Odyssey Marine Exploration, Inc. 4,939,515 Shares of Common Stock Warrants to Purchase 4,939,515 Shares of Common Stock Up to 4,939,515 Shares of Common Stock Underlying the Warrants We are offering 4,939,515 shares of our common stock and war

Amendment No. 1 to Placement Agency Agreement, dated June 10, 2022, between the Company and EF Hutton.

Exhibit 10.4 PERSONAL AND CONFIDENTIAL June 10, 2022 Christopher E. Jones CFO Odyssey Marine Exploration, Inc. 205 S. Hoover Blvd., Suite 210 Tampa, FL 33607 Dear Mr. Jones: This Amendment No. 1, dated June 10, 2022, amends that certain Placement Agency Agreement, dated January 5, 2022 (together, the ?PAA?), by and between EF Hutton, division of Benchmark Investments, Inc. (?EF Hutton? or the ?Pla

Form of Subscription Agreement between the Company and each investor named therein (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed June 10, 2022).

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into as of June 7, 2022, by and between Odyssey Marine Exploration, Inc., a Nevada corporation (the ?Company?), and the undersigned (?Subscriber? or ?you?). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement (No. 333-26

Placement Agency Agreement, dated January 5, 2022, between the Company and EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”).

Exhibit 10.3 PERSONAL AND CONFIDENTIAL January 5th, 2022 Christopher E. Jones CFO Odyssey Marine Exploration, Inc. 205 S. Hoover Blvd., Suite 210 Tampa, FL 33607 Dear Mr. Jones: This letter (the ?Agreement?) constitutes the agreement between, EF Hutton, division of Benchmark Investments, LLC (?EF Hutton? or the ?Placement Agent?) and Odyssey Marine Exploration, Inc., a company incorporated under t

Form of Warrant Agreement between the Company and each investor named therein (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed June 10, 2022)

Exhibit 10.2 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of June 10, 2022, is by and between Odyssey Marine Exploration, Inc., a Nevada corporation (the ?Company?), and [?], (such entity, or its successors or permitted assignees, a ?Holder?). WHEREAS, the Company and the Holder entered into a Subscription Agreement, dated as of June 7, 2022, pursuant to which the Company

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 7, 2022 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Commis

Forward Looking Information Odyssey Marine Exploration believes the information set forth in this presentation may include forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Secur

Exhibit 99.1 May 2022 NASDAQ: OMEX Forward Looking Information Odyssey Marine Exploration believes the information set forth in this presentation may include forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. Certain factors that could cause results to differ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022. or ☐ Transition report pursuant

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022. or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-31895 OD

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 16, 2022 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Commis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 3, 2022 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 d284121ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d284121ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confident

Subsidiaries of the Registrant (filed herewith electronically)

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary (1) Jurisdiction of Incorporation or Organization Odyssey Marine Services, Inc. Nevada OVH, Inc. Nevada Odyssey Retriever, Inc. Nevada Marine Exploration Holding, Llc Nevada Odyssey Marine Entertainment, Inc. Nevada Odyssey Marine Minerals, Llc Nevada Odyssey Marine Management, Ltd. Bahamas Oceania Marine Operations S.R.L. Panama Odyssey Marin

Technical Report, Revised Assessment of the Don Diego West Phosphorite Deposit, Mexican Exclusive Economic Zone (EEZ) prepared for Odyssey Marine Exploration, Inc and issued effective as of June 30, 2014 by Henry J. Lamb, P.G. (filed herewith electronically).

Exhibit 96.1 Technical Report: Revised Assessment of the Don Diego West Phosphorite Deposit, Mexican Exclusive Economic Zone (EEZ) Prepared for Oceanica Resources S. de R.L. Panama Effective Date June 30, 2014 Prepared by: Henry J. Lamb, P.G. Mineral Resource Associates 501 North Church Avenue Mulberry, Florida 33860 (863) 425-4092 Preliminary Assessment of the West Don Diego Phosphorite Deposit J

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 ☐ TRANSITION REPORT UNDER

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 ? TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-31895 ODYSSEY MARINE EXPLORATION, INC. (Exact

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 7, 2022 Odyssey Marine Exploration, Inc. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Commi

OMEX / Odyssey Marine Exploration Inc / FourWorld Capital Management LLC Passive Investment

SC 13G/A 1 d871891913g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Odyssey Marine Exploration, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 676118201 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check

OMEX / Odyssey Marine Exploration Inc / Two Seas Capital LP Passive Investment

SC 13G/A 1 formsc13ga-odyssey.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d)AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Odyssey Marine Exploration, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 6

OMEX / Odyssey Marine Exploration Inc / Fried Kenneth - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Odyssey Marine Exploration, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 676118201 (CUSIP Number) Ken Fried 333 E. 56th ST, APT 16G New York, NY 10022, 917-734-1487 (Name, Address and Telephone Number of Person Authorized to Receive

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 December 21, 2021

ODYSSEY MARINE EXPLORATION, INC. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 December 21, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Office of Transportation and Leisure 100 F Street N.E. Washington, D.C. 20549 Attention: Arthur Tornabene-Zalas, Special Counsel Re: Odyssey Marine Exploration, Inc. Registration Statement on Form S-3 SEC Registration N

LETTER

United States securities and exchange commission logo December 20, 2021 Mark Gordon Chief Executive Officer Odyssey Marine Exploration, Inc.

As filed with the Securities and Exchange Commission on December 10, 2021

S-3 1 d205153ds3.htm FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on December 10, 2021 Registration No.: 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Odyssey Marine Exploration, Inc. (Exact name of registrant as specified in its charter) Nevada 84-1018684 (State or othe

Consent of Akerman LLP (included in Exhibit 5.01).

Exhibit 5.01 Akerman LLP 401 E. Jackson Street Suite 1700 Tampa, FL 33602-5250 T: 813 223 7333 F: 813 223 2837 December 10, 2021 Odyssey Marine Exploration, Inc. 205 S. Hoover Boulevard Suite 210 Tampa, Florida 33609 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to Odyssey Marine Exploration, Inc., a Nevada corporation (the ?Company?), in connection with the

Consent of Warren Averett, LLC, Independent Accountants.

EX-23.01 Exhibit 23.01 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 31, 2021 relating to the consolidated financial statements of Odyssey Marine Exploration, Inc. and Subsidiaries, which report appears in the Annual Report on Form 10-K of Odyssey Marine Exploration,

Consent of Ferlita, Walsh, Gonzalez & Rodriguez, P.A., Independent Accountants.

EX-23.02 Exhibit 23.02 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 11, 2019, on the consolidated financial statements of Odyssey Marine Exploration, Inc. and Subsidiaries, which report appears in the Annual Report on Form 10-K of Odyssey Marine Exploration, Inc. and Subsid

OMEX / Odyssey Marine Exploration Inc / Monaco Financial, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Odyssey Marine Exploration, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 676118201 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 16, 2021 (Date of Event which R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021. or ☐ Transition report purs

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Termination and Settlement Agreement, dated October 4, 2021.

Exhibit 10.1 Execution Version TERMINATION AND SETTLEMENT AGREEMENT THIS TERMINATION AND SETTLEMENT AGREEMENT (this ?Agreement?) is made and entered into effective as of October 4, 2021 (the ?Effective Date?), by and among ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation (?Odyssey?), ALDAMA MINING COMPANY, S. DE R.L. DE C.V., a Mexican company (?Aldama?), ODYSSEY MARINE ENTERPRISES, LTD., a

Odyssey Marine Exploration, Inc. Up to $9,000,000 of Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-227666 PROSPECTUS SUPPLEMENT NO. 3 (TO PROSPECTUS DATED OCTOBER 25, 2018) Odyssey Marine Exploration, Inc. Up to $9,000,000 of Shares of Common Stock We are offering up to $9.0 million of shares of our common stock. The shares of common stock are being offered directly to Monaco Financial, LLC, or Monaco, pursuant to a termination and

Odyssey Marine Exploration Announces Significant Debt Reduction and Continued Focus on Mineral Exploration and Development

Exhibit 99.1 PRESS RELEASE CONTACT: Laura Barton Odyssey Marine Exploration, Inc. (813) 876-1776 x 2562 [email protected] Odyssey Marine Exploration Announces Significant Debt Reduction and Continued Focus on Mineral Exploration and Development TAMPA, Fla., October 5, 2021 (BUSINESSWIRE) Odyssey Marine Exploration, Inc. (NASDAQ:OMEX), a global subsea mineral exploration and development compa

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): October 4, 2021 Odyssey Marine Exploration, Inc. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Com

ASSIGNMENT AND ASSUMPTION AGREEMENT

Exhibit 99.7 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this ?Assignment?) is made effective as of this day of August, 2021 (the ?Effective Date?), by and among Drumcliffe Partners IV SMA1, LLC, a Delaware limited liability company (?Assignor?), Epsilon Acquisitions LLC, a Delaware limited liability company (?Epsilon?), (?Assignee?), and Odyssey Marine Exploratio

PURCHASE AGREEMENT

Exhibit 99.5 PURCHASE AGREEMENT This Purchase Agreement (this ?Agreement?), dated as of August 30, 2021 (the ?Effective Date?), is made by and between Epsilon Acquisitions LLC, a Delaware limited liability company (the ?Seller?), and Drumcliffe Partners IV SMA1, LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Seller owns 1,138,245 shares (the ?Purchased Securities?) of co

OMEX / Odyssey Marine Exploration Inc / Epsilon Acquisitions LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Odyssey Marine Exploration, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 676118102 (CUSIP Number) c/o Andres Gonzalez Saravia Campos Eliseos No. 29 Col. Rincon del Bosque 11580 Mexico D.F. Mexico (52) 555 255 9900 (Name, Address and

ASSIGNMENT, ASSUMPTION AND AMENDMENT OF THE SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

Exhibit 99.6 ASSIGNMENT, ASSUMPTION AND AMENDMENT OF THE SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This ASSIGNMENT, ASSUMPTION AND AMENDMENT OF THE SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Assignment?) is made effective as of this 30th day of August, 2021 (the ?Effective Date?), by and among Epsilon Acquisitions LLC, a Delaware limited liability company (?Ep

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021. or ☐ Transition report pursuant

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Third Amended and Restated International Claims Enforcement Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed June 17, 2021).

Exhibit 10.1 THIRD AMENDED AND RESTATED INTERNATIONAL CLAIMS ENFORCEMENT AGREEMENT This Third Amended and Restated International Claims Enforcement Agreement (this ?Agreement?), effective as of June 14, 2021 (the ?Restated Effective Date?), is made by and between Poplar Falls LLC, a Delaware limited liability company (the ?Funder?), on the one hand, and Odyssey Marine Exploration, Inc., a Nevada c

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 14, 2021 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada 001-31895 84-1018684 (State or Other Jurisdiction of Incorporation) (Commi