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Related Party Transactions | 9 Months Ended
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Sep. 30, 2025
Related Party Transactions [Abstract] |
Related Party Transactions | NOTE 5 – RELATED PARTY TRANSACTIONS CIC Limited The Company has provided services to and owns approximately 14.3% 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 the Company expects to be compensated in cash for any future services provided to CIC, 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 $37,500 and $0.1 million for the three months ended September 30, 2025 and 2024, respectively, and $0.3 million and $0.4 million for the nine months ended September 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. The Services Agreement with CIC expired on August 1, 2025, and was not renewed. 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 September 30, 2025 and 2024, we invoiced OML for technical services a total of $23,475 and $26,439, respectively, and $68,475 and $0.2 million for the nine months ended September 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 the formation of this joint venture, 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 accrued 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 portion of the outstanding principal amount and accrued interest under the Oceanica-ExO Notes 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 indebtedness converted by the applicable conversion price, $2.75, as stated in the Oceanica-ExO Notes. 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. As of June 10, 2025, the aggregate balance of the Oceanica-ExO Notes, including accrued 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 Quotas (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 their 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 certain current directors and executive officers of Odyssey, Mark Justh, Mark Gordon and John Longley, who exchanged their Compensation Quotas for the right to receive 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 September 30, 2025. As a result of the ORM subscription by the Company and other equity holders of Oceanica, ORM holds approximately 90.0% 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 September 30, 2025, as disclosed in the most recent individual stockholder’s Schedule 13G as filed with the SEC: • FourWorld Capital Management LLC (“FourWorld”) beneficially owns approximately 5.10% of our Common Stock. • Greywolf Opportunities Master Fund II LP and its affiliates (“Greywolf”) beneficially owns approximately 9.3% 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. and its affiliate Promotora de Inversiones CapLat Espana, S.L. beneficially own 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 September 30, 2025, FourWorld, Greywolf and Two Seas held 2022 Warrants to purchase 205,777 shares of our Common Stock, 342,391 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, Two Seas and Greywolf each purchased portions of the March 2023 Note and March 2023 Warrants. Principal and interest payments during the three and nine months ended September 30, 2025 and 2024 were as detailed below. • FourWorld: o Interest expense for the March 2023 Note held by FourWorld amounted to $30,474 and $31,899 for the three months ended September 30, 2025 and 2024, respectively, and $88,062 and $97,575 for the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025, $85,656 of interest expense was capitalized to principal as paid-in-kind and none was paid in cash. During the nine months ended September 30, 2024, $64,260 of interest expense was capitalized to principal as paid-in-kind and $33,282 was paid in cash. There were no cash principal payments made during the nine months ended September 30, 2025. o As of September 30, 2025, FourWorld held March 2023 Notes amounting to $1.1 million of principal and accrued interest, all of which was converted to shares of our Common Stock subsequent to September 30, 2025. Refer to Note 10 – Loans Payable and Note 18 – Subsequent Events for additional information. o As of September 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 $71,015 and $83,946 for the three months ended September 30, 2025 and 2024, respectively, and $216,267 and $246,110 for the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025, $216,124 was capitalized to principal as paid-in-kind and none was paid in cash. During the nine months ended September 30, 2024, $162,080 was capitalized to principal as paid-in-kind and $83,946 was paid in cash. During both the three and nine months ended September 30, 2025, Two Seas exercised its option to convert March 2023 Notes in the aggregate amount of $2.8 million in principal and accrued interest to 2,236,587 shares of our Common Stock. There were no cash principal payments made during the nine months ended September 30, 2025. o As of September 30, 2025, Two Seas had converted all of its outstanding March 2023 Notes to shares of our Common Stock. Refer to Note 10 – Loans Payable. 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. o As of September 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. • Greywolf: o Interest expense for the March 2023 Note held by Greywolf amounted to $86,182 and $206,756 for the three months ended September 30, 2025, and 2024, respectively, and $459,438 and $632,431 for the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025, $555,375 was capitalized to principal as paid-in-kind and $86,182 was paid in cash. During the nine months ended September 30, 2024, $416,498 was capitalized to principal as paid-in-kind and none was paid in cash. During the three and nine months ended September 30, 2025, Greywolf exercised its option to convert March 2023 Notes in the aggregate amount of $7.2 million in principal and accrued interest to 6,554,624 shares of our Common Stock. o As of September 30, 2025, Greywolf had converted all its outstanding March 2023 Notes into shares of our Common Stock. Refer to Note 10 – Loans Payable. o As of September 30, 2025, Greywolf held March 2023 Warrants to purchase 1,851,852 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, Two Seas and Greywolf each purchased portions of the December 2023 Note and December 2023 Warrants. Principal and interest payments during the three and nine months ended September 30, 2025 and 2024 were as detailed below. • FourWorld: o Interest expense for the December 2023 Notes held by FourWorld amounted to $16,464 and $14,771 for the three months ended September 30, 2025 and 2024, respectively, and $47,575 and $42,831 for the nine months ended September 30, 2025 and 2024, respectively, which was accrued as of September 30, 2025. During the nine months ended September 30, 2025 and 2024, $46,292 and $32,732, respectively, of interest expense was capitalized to principal as paid-in-kind and none was paid in cash. There were no cash principal payments made during the nine months ended September 30, 2025. o As of September 30, 2025, FourWorld held December 2023 Notes amounting to $0.6 million of principal and accrued interest, all of which was converted into shares of our Common Stock subsequent to September 30, 2025. Refer to Note 10 – Loans Payable and Note 18 – Subsequent Events for additional information. o As of September 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 $65,854 and $59,082 for the three months ended September 30, 2025 and 2024, respectively, and $190,301 and $171,324 for the nine months ended September 30, 2025 and 2024, respectively, which was accrued as of September 30, 2025. During the nine months ended September 30, 2025 and 2024, $185,167 and $130,927, respectively, of interest expense was capitalized to principal as paid-in-kind, and none was paid in cash. There were no cash principal payments made during the nine months ended September 30, 2025. o As of September 30, 2025, Two Seas held December 2023 Notes amounting to $2.4 million of principal and accrued interest, all of which was converted into shares of our Common Stock subsequent to September 30, 2025. Refer to Note 10 – Loans Payable and Note 18 – Subsequent Events for additional information. o As of September 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. • Greywolf: o Interest expense for the December 2023 Note held by Greywolf amounted to $7,516 and $29,541 for the three months ended September 30, 2025 and 2024, respectively, and $69,739 and $85,662 for the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025, $92,584 was capitalized to principal as paid-in-kind and $7,516 was paid in cash. During the nine months ended September 30, 2024, $65,463 was capitalized to principal as paid-in-kind and none was paid in cash. During the nine months ended September 30, 2025, Greywolf exercised its option to convert December 2023 Notes in the aggregate amount of $1.2 million in principal and accrued interest to 1,086,458 shares of our Common Stock. o As of September 30, 2025, Greywolf had converted all of its outstanding March 2023 Notes into shares of our Common Stock. Refer to Note 10 – Loans Payable. o As of September 30, 2025, Greywolf held December 2023 Warrants to purchase 235,295 shares and 35,261 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 a Securities Purchase Agreement (the “SPA”), in which Two Seas, CapLat and Greywolf 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 three and nine months ended September 30, 2025, Two Seas purchased an aggregate of 457,655 and 1,779,302 additional shares of Common Stock, respectively, and as of September 30, 2025, held no rights to purchase 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 three and nine months ended September 30, 2025, CapLat purchased an aggregate of 1,939,468 and 2,428,747 additional shares of Common Stock, respectively, and as of September 30, 2025, held no rights to purchase additional shares. • Greywolf: o Greywolf purchased 454,546 shares of our Common Stock on December 23, 2024, pursuant to the SPA, and had the right to purchase 444,826 additional shares at the purchase price of $1.10 per share. o In the three and nine months ended September 30, 2025, Greywolf purchased an aggregate of 355,860 and 444,826 additional shares of Common Stock, respectively, and as of September 30, 2025, held no rights to purchase 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. As of September 30, 2025, all unexercised rights to purchase additional shares under the SPA had expired. 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 $8,400 and $17,400 during the three and nine months ended September 30, 2025, respectively.

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