Private Placement (Form 8-K)

As previously reported, (a) on March 6, 2023, Odyssey Marine Exploration, Inc. (the "Company") entered into a Note and Warrant Purchase Agreement with institutional investors pursuant to which the Company issued convertible promissory notes (as amended, the "March 2023 Notes") in the aggregate principal amount of $14.0 million and warrants to purchase shares an aggregate of 3,703,710 shares of the Company's common stock, and (b) on December 1, 2023, the Company entered into a Note and Warrant Purchase Agreement with institutional investors pursuant to which the Company issued convertible promissory notes (as amended, the "December 2023 Notes") in the aggregate principal amount of $6.0 million and warrants to purchase shares an aggregate of 1,623,330 shares of the Company's common stock.

On October 6, 7 and 8, 2025, investors converted (a) an aggregate of $2,095,618 of indebtedness under the March 2023 Notes into 1,516,728 shares of the Company's common stock and (b) an aggregate of $3,057,908 of indebtedness under the December 2023 Notes into 2,157,497 shares of the Company's common stock. The issuance and sale of the shares of common stock were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 thereunder. After giving effect to these issuances, the Company has 54,059,123 shares of common stock outstanding. The remaining balance of the March 2023 Notes is approximately $1.05 million; the December 2023 Notes have been satisfied in full.