Odyssey Marine Exploration : Amendment to Quarterly Report (Form 10-Q/A)

OMEX

Published on 05/13/2026 at 04:48 pm EDT

This Amendment No. 1 on Form 10-Q/A (this "Amendment") amends the Quarterly Report on Form 10-Q of Odyssey Marine Exploration, Inc. (the "Company") for the quarter ended March 31, 2026, originally filed with the U.S. Securities and Exchange Commission (the "SEC") on May 12, 2026 (the "Original Filing").

This Amendment is being filed to revise Part II "Item 6. Exhibits" to include Exhibits 10.5, 10.6, 10.7 and 10.8, which were inadvertently omitted from the Original Filing.

In addition, as required by Rule 12b-15 of the Securities and Exchange Act of 1934 (the "Exchange Act"), a new certification by the Company's principal executive officer and principal financial officer is filed herewith as Exhibits 31.2, to this Amendment under Item 6, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. This Amendment should be read together with the Original Filing and the Company's other filings with the SEC.

ITEM 6. Exhibits

Exhibit

Number

Description

2.1+

Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed April 8, 2026).

10.1+

Amended and Restated JV Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 27, 2026).

10.2+

Form of AOM PIPE Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed April 8, 2026).

10.3+

Form of AOM PIPE Warrant (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed April 8, 2026).

10.4+

Form of Odyssey Note Purchase Agreement (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed April 8, 2026).

10.5*

Form of CIC Equity Exchange Agreement

10.6*

Form of CIC Ltd Option Agreement

10.7*

CIC LLC Option Agreement

10.8*

Form of OML Equity Exchange Agreement

31.1@

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1@

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350

101.INS*

Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

101.SCH*

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104*

Cover Page Interactive Data File (embedded within the Inline XBRL document).

*

Filed herewith.

#

Furnished herewith

+

Previously filed

@

Filed or furnished with the Original Filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ODYSSEY MARINE EXPLORATION, INC.

Date: May 13, 2026

By:

/s/ Mark D. Gordon

Mark D. Gordon

Chief Executive Officer

Principal Executive Officer

Principal Financial Officer

Disclaimer

Odyssey Marine Exploration Inc. published this content on May 13, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 13, 2026 at 20:44 UTC.