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Loans Payable | 9 Months Ended
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Sep. 30, 2025
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Loans Payable | NOTE 10 – LOANS PAYABLE The Company’s consolidated loans payable consisted of the following carrying values at:
|  | September 30, 2025 |  |  | December 31, 2024 |
March 2023 Note |  | $ | 3,053,103 |  |  | $ | 13,101,995 |
December 2023 Note |  |  | 2,968,970 |  |  |  | 6,550,164 |
Emergency Injury Disaster Loan |  |  | 150,000 |  |  |  | 150,000 |
Vendor note payable |  |  | 484,009 |  |  |  | 484,009 |
AFCO Insurance note payable |  |  | 52,788 |  |  |  | 465,138 |
Finance liability (Note 16) |  |  | 4,292,252 |  |  |  | 4,210,604 |
Total Loans payable |  | $ | 11,001,122 |  |  | $ | 24,961,910 |
Less: Unamortized deferred lender fee |  |  | (48,334 | ) |  |  | (119,530 | )
Less: Unamortized debt discount |  |  | (564,782 | ) |  |  | (1,906,850 | )
Total Loans payable, net |  | $ | 10,388,006 |  |  | $ | 22,935,530 |
Less: Current portion of loans payable |  |  | (6,485,754 | ) |  |  | (13,084,379 | )
Loans payable—long term |  | $ | 3,902,252 |  |  | $ | 9,851,151 |
March 2023 Note and Warrant Purchase Agreement On March 6, 2023, Odyssey entered into a Note and Warrant Purchase Agreement (the “March 2023 Note Purchase Agreement”) with an institutional investor pursuant to which Odyssey issued and sold to the investor (a) a promissory note (the “March 2023 Note”) in the principal amount of up to $14.0 million and (b) a warrant (the “March 2023 Warrants” and, together with the March 2023 Note, the “March 2023 Securities”) to purchase shares of our Common Stock. On January 30, 2024, the March 2023 Warrants were amended to add a cashless exercise provision. Due to that amendment, the Company determined that the March 2023 Warrants meet the definition of a derivative and are not considered indexed to the Company’s own stock due to the settlement adjustment that provides that the share price input upon cashless exercise is always based on the highest of three prices. As such, since January 30, 2024, the March 2023 Warrants have been recognized as a derivative liability, which was initially measured at fair value and any subsequent changes in fair value have been recognized in earnings in the period incurred. On September 5, 2024, the Company entered into amendments of the March 2023 Note with the holders thereof pursuant to which the maturity date of the March 2023 Note was extended from September 6, 2024 to December 6, 2024. In connection with the amendments, the Company repaid an aggregate amount of $3.0 million of the principal outstanding on September 6, 2024. On December 20, 2024, the Company and the holders of the March 2023 Securities entered into an Amendment to Note and Warrant Purchase Agreement (the “March 2023 NWPA Amendment”) pursuant to which the March 2023 Purchase Agreement was amended to, among other things, (a) add certain covenants, including a requirement for the Company to maintain a minimum liquidity level, and modify certain existing covenants, (b) add related events of default, and (c) provide that the Company’s obligations under the March 2023 Purchase Agreement, the March 2023 Notes, and related documents are guaranteed by specified subsidiaries of the Company. In connection with the March 2023 NWPA Amendment, the Company issued to each of the holders of the March 2023 Securities an Amended and Restated Convertible Promissory Note (the “March 2023 AR Notes”), and the Company and such holders entered into amendments (the “March 2023 Warrant Amendments”) to the March 2023 Warrants. The March 2023 Notes were modified by the March 2023 AR Notes to, among other things, (a) extend the maturity date to June 30, 2025, and, subject to an amendment of the Company’s December 2023 Notes (as defined below), to December 31, 2025, (b) add a conversion feature pursuant to which the holders have the right to convert the indebtedness under the March 2023 AR Notes into shares of the Company’s Common Stock at a conversion rate equal to 75% of the 30-day volume weighted average price of the Company’s Common Stock, provided that the conversion rate will not be less than $1.10 or greater than $2.20. The March 2023 AR Notes include limitations on the holders’ right to exercise the conversion feature, including customary limitations intended to ensure compliance with the rules of the Nasdaq Capital Market (“Nasdaq”) and a provision that provides the Company with the right to settle any exercise of the conversion feature in cash rather than by issuing shares of Common Stock. The condition relating to amendment of the December 2023 Notes was also satisfied on December 20, 2024, such that the maturity date of the March 2023 AR Notes is currently December 31, 2025. The March 2023 Warrant Amendments modify the exercise price of the March 2023 Warrants from $3.78 to $1.10. In connection with the March 2023 NWPA Amendment, the Company also granted (a) registration rights to the holders of the March 2023 AR Notes and the March 2023 Warrants with respect to the shares of Common Stock issuable upon conversion or exercise thereof and (b) provided the holders with security interests in additional collateral to secure the Company’s obligations to the holders. The change in fair value of the March 2023 Warrants for the three months ended September 30, 2025 and 2024 was an increase of $1.1 million and a decrease of $5.9 million, respectively, and an increase of $2.4 million and a decrease of $6.2 million for the nine months ended September 30, 2025 and 2024, respectively, which has been recorded in the change in derivative liabilities fair value in the condensed consolidated statement of operations. The fair value of the March 2023 Warrants at September 30, 2025 and December 31, 2024 was $3.7 million and $1.9 million, respectively. For the three months ended September 30, 2025 and 2024, we incurred $0.4 million and $0.5 million, respectively, of interest expense from the amortization of the debt discount, and $27,686 and $12,447, respectively, of interest from the fee amortization, which has been recorded in interest expense on the condensed consolidated statements of operations. For the nine months ended September 30, 2025 and 2024, we incurred $1.1 million and $1.7 million, respectively, of interest expense from the amortization of the debt discount and $82,158 and $44,493, respectively, of interest from fee amortization, which has been recorded in interest expense on the condensed consolidated statements of operations. The carrying value of the debt was $2.7 million and $11.6 million as of September 30, 2025 and December 31, 2024, respectively, which includes interest Paid In Kind (“PIK”) of $3.2 million and $1.2 million, respectively, and was net of unamortized debt fees of $27,687 and $89,820, net of unamortized debt discount of $0.4 million and $1.5 million, respectively, associated with the fair value of the warrant. The total face value of this obligation on September 30, 2025 and December 31, 2024, was $3.1 million and $13.1 million, respectively. As of September 30, 2025, the current interest rate of the March 2023 Notes was 11.0%. At September 30, 2025 and December 31, 2024, the debt instrument amounted to $3.1 million and $13.1 million, respectively, and was recorded on the condensed consolidated balance sheets in Loans payable – short term, and the embedded derivative amounted to $1.0 million and $2.7 million, respectively, and was recorded on the condensed consolidated balance sheets in debt derivative. On January 31, 2025, the Company entered into amendments to the March 2023 Notes transaction documents and the December 2023 Notes transaction documents to implement the Company’s post-closing obligations under the December 2024 amendment to the March 2023 Note Purchase Agreement. The amendments included (a) an amendment to the security agreement securing the March 2023 Notes, pursuant to which, among other things, the Company granted a second-priority security interest in the collateral securing the December 2023 Notes; (b) a second amendment to the December 2023 Note Purchase Agreement pursuant to which, among other things, the holders of the December 2023 Notes agreed to the second-priority security interest in the collateral securing the December 2023 Notes; and (c) an intercreditor agreement with the collateral agents for the March 2023 Notes and the December 2023 Notes (the “Collateral Agents”) addressing the relative interests between them with respect to the shared collateral. On February 25, 2025, the Company entered into amendments to the March 2023 Notes transaction documents and the December 2023 Notes transaction documents in furtherance of the Company’s post-closing obligations under the December 2024 amendment to the March 2023 Note Purchase Agreement and the January 2025 amendment to the December 2023 Note Purchase Agreement. The amendments included (a) a second amendment to the March 2023 Note Purchase Agreement pursuant to which, among other things, the holders of the March 2023 Notes agreed to a second-priority security interest in certain of the collateral securing the March 2023 Notes; (b) a third amendment to the December 2023 Note Purchase Agreement to address the grant of security interests in additional collateral; (c) an amendment to the security agreement securing the December 2023 Notes, pursuant to which, among other things, the Company granted a second-priority security interest in the collateral securing the March 2023 Notes; and (d) an amended and restated intercreditor agreement with the Collateral Agents addressing the relative interests between them with respect to the shared collateral. On June 6, 2025, the Company entered into amendments to the March 2023 Notes and the December 2023 Notes. As part of these amendments, the holders of the March 2023 Notes and December 2023 Notes (a) acknowledged and consented to the amendment of the JV Agreement and related transactions, (b) released their liens on the equity of Oceanica, and (c) were granted new liens on the equity interests in ORM held by the Company. During the third quarter of 2025, holders of the March 2023 AR Notes converted an aggregate of $11.3 million of indebtedness under the March 2023 AR Notes into 9,900,464 shares of the Company’s Common Stock. December 2023 Notes and Warrant Purchase Agreement On December 1, 2023, we entered into a Note and Warrant Purchase Agreement (the “December 2023 Note Purchase Agreement”) with institutional investors pursuant to which we issued and sold to the investors (a) a series of promissory notes (the “December 2023 Notes”) in the aggregate principal amount of up to $6.0 million and (b) two tranches of warrants (the “December 2023 Warrants” and, together with the December 2023 Notes, the “December 2023 Securities”) to purchase shares of our Common Stock. The Company determined that the December 2023 Warrants meet the definition of a derivative and are not considered indexed to the Company’s own stock due to the settlement adjustment that provides that the share price input upon cashless exercise is always based on the highest of three prices. As such, the December 2023 Warrants were recognized as derivative liabilities and were initially measured at fair value with subsequent gains or losses due to changes in fair value recognized in the condensed consolidated statement of operations. The change in fair value of the December 2023 Warrants for the three months ended September 30, 2025 and 2024 was a an increase of $1.2 million and a decrease of $2.7 million, respectively, and an increase of $2.0 million and a decrease of $1.7 million for the nine months ended September 30, 2025 and 2024, respectively, which has been recorded in the change in derivative liabilities fair value in the condensed consolidated statement of operations. The fair value of the December 2023 Warrants at September 30, 2025 and December 31, 2024, was $2.8 million and $0.8 million, respectively. For the three months ended September 30, 2025 and 2024, we recorded $0.1 million and $0.4 million, respectively, of interest expense from the amortization of the debt discount and $10,380 and $10,996, respectively, of interest from the fee amortization which has been recorded in interest expense on the condensed consolidated statements of operations. For the nine months ended September 30, 2025 and 2024, we recorded $0.3 million and $1.2 million, respectively, of interest expense from the amortization of the debt discount and $30,802 and $32,750, respectively, of interest from the fee amortization which has been recorded in interest expense on the condensed consolidated statements of operations. The carrying value of the debt was $2.7 million and $6.0 million as of September 30, 2025 and December 31, 2024, and was net of unamortized debt fees of $20,647 and $29,710, respectively, net of unamortized debt discount of $0.2 million and $0.5 million, respectively, associated with the fair value of the warrants. The total face value of this obligation at September 30, 2025 and December 31, 2024, was $3.0 million and $6.6 million, respectively. The current interest rate of the December 2023 Notes was 11.0%. At September 30, 2025 and December 31, 2024, the debt instrument amounted to $3.0 million and $6.6 million, respectively, and was recorded on the condensed consolidated balance sheets in Loans payable – short term, and the embedded derivative amounted to $0.5 million and $0.3 million, respectively, and was recorded on the condensed consolidated balance sheets in debt derivative. As discussed above, (a) on January 31, 2025 and February 25, 2025, the Company entered into amendments to the March 2023 Notes transaction documents and the December 2023 Notes transaction documents to implement and in furtherance of the Company’s post-closing obligations under the December 2024 amendment to the March 2023 Note Purchase Agreement; and (b) on June 6, 2025, the Company entered into amendments to the March 2023 Notes transaction documents and the December 2023 Notes transaction documents pursuant to which the noteholders consented to the amendment to the JV Agreement, released their liens on the equity interests in Oceanica, and obtained a security interest in the equity interests in ORM held by the Company. During the third quarter of 2025, holders of the December 2023 AR Notes converted an aggregate of $4.2 million of indebtedness under the December 2023 Notes into 3,617,194 shares of the Company’s Common Stock. Vendor Note Payable As of September 30, 2025, we owed a vendor $0.5 million as an interest-bearing trade payable. This trade payable bears simple annual interest at a rate of 12.0%. As collateral, we granted the vendor a primary lien on certain of our equipment. The carrying value of this equipment is zero. This agreement matured in August 2018. Even though this agreement has matured, the creditor did not demand payment. There were no covenant requirements to meet that would expose the Company to default situations. Subsequent to September 30, 2025, this vendor note was satisfied in full pursuant to a settlement agreement; refer to Note 18 – Subsequent Events for more information. AFCO Insurance Note Payable On November 1, 2024, we executed the Premium Finance Agreement with AFCO Credit Corporation (“AFCO”). Pursuant to the Premium Finance Agreement, AFCO agreed to finance the Directors and Officers (“D&O”) Insurance premiums evidenced by the promissory note in the amount of $0.6 million equally over an 11-month period, bearing interest at a rate of 6.10% per annum, per annum, which matured on October 31, 2025. Accrued interest Total accrued interest associated with our financings was $0.9 million and $1.0 million as of September 30, 2025 and December 31, 2024, respectively.

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