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Related Party Transactions | 6 Months Ended
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Jun. 30, 2025
Related Party Transactions [Abstract] |
Related Party Transactions | NOTE 5 – RELATED PARTY TRANSACTIONS CIC Limited The Company provides services to and owns approximately 14.2% of the equity interests in CIC Limited (“CIC”), a deep-sea mineral exploration company. The Company’s lead director, Mark B. Justh, made an investment into CIC’s parent company and indirectly owns approximately 11.9% of CIC. We believe Mr. Justh’s indirect ownership in CIC does not impair his independence under applicable rules, and Odyssey’s board of directors has formed a special committee of disinterested directors to address any matters relating to CIC. The Company provided services to CIC in accordance with the terms of a Services Agreement pursuant to which Odyssey provides certain back-office services to CIC in exchange for a recurring monthly fee, as well as other deep-sea mineral related services on a cost-plus profit basis and is compensated for these services with a combination of cash and equity in CIC. The Services Agreement expired by its terms on August 1, 2025, and any future services provided to CIC are expected to be compensated on a cash basis unless the parties agree to an alternative form of consideration for payment in a new services agreement. We invoiced CIC for technical services a total of $0.1 million and $0.1 million for the three months ended June 30, 2025 and 2024, respectively, and $0.2 million and $0.3 million for the six months ended June 30, 2025 and 2024, respectively, which are recorded in Marine services in our condensed consolidated statements of operations. The Company was paid in equity of CIC for its services. In addition, the Company had the option to accept equity in lieu of cash for payment of cash expenditures due from CIC. The Company opted not to accept equity from CIC in lieu of cash for its cash expenditures. Ocean Minerals, LLC The Company provides services to Ocean Minerals, LLC (“OML”), a deep-sea mineral exploration company in which we hold approximately 7.0% of the equity interests (see Note 6 – Investment in Unconsolidated Entities). The Company provides these services to OML pursuant to the Contribution Agreement (defined below) that provides for deep-sea mineral related services on a cost-plus profit basis, and the Company will be compensated for these services with equity in OML. During the three months ended June 30, 2025 and 2024, we invoiced OML for technical services a total of $22,500 and $50,780, respectively, and $45,000 and $0.1 million for the six months ended June 30, 2025 and 2024, respectively, which are recorded in Marine services in our condensed consolidated statements of operations. ORM, Oceanica and ExO Joint Venture and Mexican Corporate Transactions As described in more detail in Note 7 – Joint Venture, the Company formed Phosagmex, S.A.P.I. de C.V. (“Phosagmex”) on June 4, 2025, as the joint venture entity contemplated by the JV Agreement (as defined below). In connection with this joint venture formation, Oceánica Resources México, S. de R.L. de C.V. (“ORM”), a newly formed subsidiary of the Company, became a 50% shareholder of Phosagmex, and the Company entered into a series of agreements and transactions to implement the joint venture, which are detailed below and are collectively referred to as the “Mexican Corporate Transactions.” Debt Conversion Odyssey and its subsidiary Oceanica Marine Operations Limited (“OMO”) previously held three notes (the “Oceanica-ExO Notes”) issued and/or guaranteed by two of the Company’s majority-owned subsidiaries (ExO and Oceanica) in the aggregate principal amount of approximately $23.0 million, which was advanced to ExO and Oceanica to fund working capital, exploration and legal expenses. The Oceanica-ExO Notes accrue interest at 18% per annum. Pursuant to each of the Oceanica-ExO Notes, the holder had the right at any time to convert all or any of the outstanding principal amount of the note and any accrued and unpaid interest into units of equity interests in Oceanica (“Oceanica Quotas”). If the holder elected to convert the debt, then the number of Oceanica Quotas the holder was entitled to receive equaled the quotient determined by dividing the amount of the obligations converted by the applicable conversion price, $2.75, as stated in the note agreements. In addition, Odyssey had funded a litigation funding waiver fee in the amount of $1.0 million and certain legal and administrative expenses relating to the North American Free Trade Agreement (“NAFTA”) arbitration case in the amount of $1.6 million for the benefit of the ExO project and Oceanica’s members (the “Arbitration Expenses” and, together with the Oceanica-ExO Notes, the “Oceanica-ExO Indebtedness”). As of December 31, 2024, the aggregate outstanding amount, including accrued interest, of the Oceanica-ExO Notes was approximately $124.9 million, and the aggregate receivable pursuant to the management and services agreement was approximately $1.5 million. As of June 10, 2025, the aggregate balance of the Oceanica-ExO Notes, including accrued and unpaid interest, was $135.1 million and the aggregate Arbitration Expenses balance was approximately $2.6 million. On June 10, 2025, the Company converted the total Oceanica-ExO Indebtedness in the amount of $137.7 million into Oceanica Quotas. The Company concluded that Oceanica would record an equity contribution to reflect the difference between the reacquisition price of the Oceanica-ExO Indebtedness and the net carrying amount of the Oceanica-ExO Indebtedness, and the ownership of minority interest holders of Oceanica would be adjusted to reflect the increase in Odyssey’s ownership of Oceanica. No party will record a gain or loss as this is an extinguishment of debt between related parties. Oceanica Equity Exchange Agreements Administrators and officers (the “Subsidiary D&Os”) of Oceanica and ExO received or accrued the right to receive an aggregate of 1,911,666 member interests of Oceanica (the “Compensation Quotas”) as compensation for their services in those roles over several years. Odyssey and each of the Subsidiary D&Os entered into an Equity Exchange Agreement (collectively, the “Oceanica Equity Exchange Agreements”) on June 27, 2025, whereby the Subsidiary D&Os assigned the Compensation Quotas to Odyssey in exchange for shares of Odyssey’s common stock. This exchange resulted in the transfer of the Subsidiary D&Os’ interests in Oceanica (via the Compensation Quotas) to Odyssey in exchange for shares of Odyssey’s common stock. Accordingly, Odyssey is obligated to issue an aggregate of 1,841,137 shares of its common stock to the Subsidiary D&Os pursuant to the Oceanica Equity Exchange Agreements. Pursuant to the Oceanica Equity Exchange Agreements, the shares are contractually restricted, and will not be legally issued until the earlier to occur of (i) the fifth anniversary of the exchange or (ii) the date on which the environmental impact statement (the “MIA”) or certain other approvals are obtained by Phosagmex or ExO. The Subsidiary D&Os include current directors and named executive officers of Odyssey, including Mark Justh, Mark Gordon and John Longley, who exchanged their Compensation Quotas for an aggregate of 914,950 shares of Odyssey’s common stock. ORM Subscription In June 2025, the Company exchanged its equity interests in Oceanica, including the Oceanica Quotas and the Compensation Quotas, for a subscription in membership interests of ORM, pursuant to which the Company holds approximately 78.3% of the membership interests of ORM as of June 30, 2025. As a result of the ORM subscription by the Company and other equity holders of Oceanica, ORM holds approximately 90% of the member interests of Oceanica. ExO Concession Rights In June 2025, in accordance with the JV Agreement, Oceanica caused ExO to enter into an agreement to assign its legal rights to specified mining concessions held by ExO to Phosagmex subject to the condition that the concessions are reinstated. Refer to Note 7 – Joint Venture for further information. Certain Stockholders We have entered into financing transactions with certain stockholders that beneficially own more than five percent of our outstanding Common Stock as of June 30, 2025: • FourWorld Capital Management LLC (“FourWorld”) beneficially owns approximately 5.10% of our Common Stock. • Funds managed by Two Seas Capital LP (“Two Seas”) own approximately 9.5% of our Common Stock. • Capital Latinoamericano, S.A. de C.V. (“CapLat”) beneficially owns approximately 11.64% of our Common Stock. 2022 Equity Transaction On June 10, 2022, we completed the 2022 Equity Transaction, pursuant to which we issued the 2022 Warrants (as defined below). As of June 30, 2025, FourWorld and Two Seas held 2022 Warrants to purchase 205,628 shares of our Common Stock and 447,761 shares of our Common Stock, respectively, at an exercise price of $3.35 per share. March 2023 Note Purchase Agreement On March 6, 2023, we entered into the March 2023 Note Purchase Agreement (as defined below), pursuant to which we issued the March 2023 Note and the March 2023 Warrants (each as defined below). FourWorld and Two Seas each purchased portions of the March 2023 Note and March 2023 Warrants. Principal and interest payments during the three and six months ended June 30, 2025 and 2024 were as detailed below. • FourWorld: o Interest expense for the March 2023 Note held by FourWorld amounted to $29,338 and $33,282 for the three months ended June 30, 2025 and 2024, respectively, and $57,588 and $65,676 for the six months ended June 30, 2025 and 2024, respectively. During the six months ended June 30, 2025, $56,348 of interest expense was capitalized to principal as paid-in-kind and none was paid in cash. During the six months ended June 30, 2024, $32,394 of interest expense was capitalized to principal on April 1, 2024 as paid-in-kind and $33,282 was paid in cash. There were no cash principal payments made during the six months ended June 30, 2025. o As of June 30, 2025, FourWorld held March 2023 Warrants to purchase 285,715 shares of our Common Stock at an exercise price of $1.10 per share. • Two Seas: o Interest expense for the March 2023 Note held by Two Seas amounted to $73,999 and $83,946 for the three months ended June 30, 2025 and 2024, respectively, and $145,252 and $165,651 for the six months ended June 30, 2025 and 2024, respectively. During the six months ended June 30, 2025, $71,253 was capitalized to principal as paid-in-kind and none was paid in cash. During the six months ended June 30, 2024, $81,705 was capitalized to principal on April 1, 2024 as paid-in-kind and $83,946 was paid in cash. There were no cash principal payments made during the six months ended June 30, 2025. o In April 2025, Two Seas exercised March 2023 Warrants to purchase 460,000 shares of our Common Stock at an exercise price of $1.10 per share. As of June 30, 2025, Two Seas held March 2023 Warrants to purchase 267,514 shares of our Common Stock at an exercise price of $1.10 per share. December 2023 Note Purchase Agreement On December 1, 2023, we entered into the December 2023 Note Purchase Agreement (as defined below), pursuant to which we issued the December 2023 Note and the December 2023 Warrants (each as defined below). FourWorld and Two Seas each purchased portions of the December 2023 Note and December 2023 Warrants. Principal and interest payments during the three and six months ended June 30, 2025 and 2024 were as detailed below. • FourWorld: o Interest expense for the December 2023 Notes held by FourWorld amounted to $15,850 and $14,220 for the three months ended June 30, 2025 and 2024, respectively, and $31,112 and $28,060 for the six months ended June 30, 2025 and 2024, respectively, which was accrued as of June 30, 2025. During the six months ended June 30, 2025 and 2024, $15,262 and $13,840, respectively, of interest expense was capitalized to principal on April 1, 2025 and 2024 as paid-in-kind and none was paid in cash. There were no cash principal payments made during the six months ended June 30, 2025. o As of June 30, 2025, FourWorld held December 2023 Warrants to purchase 117,648 shares and 17,630 shares of our Common Stock at an exercise price of $1.23 per share and $2.05 per share, respectively. • Two Seas: o Interest expense for the December 2023 Notes held by Two Seas amounted to $63,400 and $56,880 for the three months ended June 30, 2025 and 2024, respectively, and $124,447 and $112,242 for the six months ended June 30, 2025 and 2024, respectively, which was accrued as of June 30, 2025. During the six months ended June 30, 2025 and 2024, $61,047 and $55,362, respectively, of interest expense was capitalized to principal on April 1, 2025 and 2024 as paid-in-kind, and none was paid in cash. There were no cash principal payments made during the six months ended June 30, 2025. o As of June 30, 2025, Two Seas held December 2023 Warrants to purchase 470,588 shares and 70,522 shares of our Common Stock at an exercise price of $1.23 per share and $2.05 per share, respectively. Securities Purchase Agreement On December 23, 2024, we entered into the Securities Purchase Agreement (the “SPA”), in which Two Seas and CapLat participated. • Two Seas: o Two Seas purchased 1,818,182 shares of our Common Stock on December 23, 2024, pursuant to the SPA, and had the right to purchase 1,779,302 additional shares at the purchase price of $1.10 per share. o In the second quarter of 2025, Two Seas purchased an aggregate of 1,312,647 additional shares of Common Stock and, as of June 30, 2025, continued to hold the right to purchase 457,655 additional shares. • CapLat: o CapLat purchased 2,481,919 shares of our Common Stock on December 23, 2024, pursuant to the SPA, and had the right to purchase 2,428,747 additional shares at the purchase price of $1.10 per share. o In the second quarter of 2025, CapLat purchased an aggregate of 489,279 additional shares of Common Stock and, as of June 30, 2025, continued to hold the right to purchase 1,939,468 additional shares. During the second quarter of 2025, the Company entered into a series of amendments to the SPA. Refer to Note 14 – Stockholders’ Equity/(Deficit) for additional details on these amendments. Services Agreement The Company is party to a services agreement with one of the Company’s directors, Larissa T. Pommeraud, pursuant to which Ms. Pommeraud provides consulting services. The Company has paid Ms. Pommeraud $9,000 during both the three and the six months ended June 30, 2025.

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