Executive Summary / Key Takeaways

• Strategic Pivot to Deep-Sea Minerals: Odyssey Marine Exploration is fundamentally transforming from an episodic shipwreck recovery business to a focused developer of seafloor mineral resources, targeting critical minerals for global agriculture and clean energy, which promises more stable, recurring revenue streams.
• Technological Differentiators and Operational Expertise: OMEX leverages proprietary deep-ocean remote archaeology techniques and advanced search systems, like its 6,000-meter deep-tow multi-beam system, to efficiently locate and assess subsea deposits, providing a competitive edge in specialized exploration and environmental analysis.
• Key Project Momentum and Strategic Partnerships: The company is advancing significant projects, including the Phosagmex fertilizer joint venture in Mexico and polymetallic nodule exploration in the Cook Islands, bolstered by strategic investor Minera del Norte (MINOSA) and favorable U.S. policy momentum for offshore critical minerals.
• Persistent Liquidity Challenges Amidst Transformation: Despite recent capital infusions from stock option exercises and debt conversions, OMEX continues to operate with a significant working capital deficit and has raised "doubt about its ability to continue as a going concern," underscoring the high-risk, high-reward nature of its long-term strategy.
• Intense Competitive Landscape and Regulatory Hurdles: OMEX operates in a market with larger, more diversified subsea service providers and faces ongoing legal and regulatory challenges, particularly concerning its Mexican concessions and the NAFTA arbitral award, which remain critical determinants of its near-term financial trajectory.

The Deep Dive: Charting a New Course for Ocean Resources

Odyssey Marine Exploration, Inc. (OMEX) stands at a pivotal juncture, actively reshaping its identity from a celebrated pioneer in deep-ocean shipwreck recovery to a forward-looking developer of critical seafloor mineral resources. This strategic evolution positions OMEX within the burgeoning deep-sea exploration and subsea services industry, a sector increasingly vital for securing raw materials essential to global agriculture and the accelerating energy transition. The company's overarching strategy is to leverage its unparalleled deep-sea operational expertise and specialized technology to unlock the vast, untapped potential of ocean minerals, aiming to transition towards a business model characterized by more predictable and recurring revenue streams.

From Shipwrecks to Seafloor Minerals: A Strategic Evolution

OMEX's history is rooted in groundbreaking achievements in deep-ocean archaeology, having discovered and recovered more valuable shipwreck cargo than any other entity. Notable successes include the monetization of silver from the Gairsoppa in 2013 and the recovery of over 15,500 gold and silver coins and 45 gold bars from the SS Central America in 2014. However, the episodic nature of these projects and the often-protracted legal battles for monetization, such as the delayed revenue recognition for the SS Central America cargo, underscored the need for a more stable business foundation.

This realization spurred a strategic pivot towards subsea mineral exploration, a shift that began with the granting of 50-year mining licenses for the Don Diego phosphate deposit in Mexico to its subsidiary ExO in 2012. While this project faced significant regulatory hurdles, including unlawful permit rejections by SEMARNAT and a subsequent $37.1 million NAFTA arbitral award against Mexico in September 2024 (which Mexico is seeking to set aside), it highlighted the immense potential of mineral assets. This strategic reorientation was further solidified by new exploration licenses in the Cook Islands for CIC Limited and Moana Minerals Limited in 2022, and ongoing gold exploration in Papua New Guinea. The company's leadership, particularly under CEO Mark Gordon since late 2014, has emphasized financial discipline and a focus on mineral projects, which are perceived to offer "many multiples of even the most valuable shipwreck project" and a more "understandable" regulatory environment.

Technological Edge in the Deep Ocean

OMEX's foundational strength lies in its proprietary deep-sea exploration technology and operational expertise, honed over decades of complex underwater missions. The company pioneered deep ocean remote archaeology techniques, establishing itself as the "world's most experienced and capable deep ocean archaeological organization." This expertise is directly transferable and highly valuable in the realm of mineral exploration.

A key technological differentiator is its 6,000-meter deep-tow multi-beam search system, acquired and installed in late 2014. This advanced system provides a "significantly wider swap than traditional acoustic search systems," enabling OMEX to "cover a much larger search area in a reduced amount of time." This quantifiable benefit translates directly into enhanced efficiency and reduced operational costs for locating both shipwreck and mineral targets. Furthermore, the company is actively working to make its specialized equipment more transportable, allowing deployment on "ships of opportunity anywhere in the world." This initiative aims to increase operational flexibility and reduce reliance on its aging Odyssey Explorer vessel, which was launched in 1972 and faces increasing maintenance challenges.

For the Phosagmex project, OMEX's environmental plan for the Don Diego deposit showcases its commitment to advanced, sustainable extraction technologies. This plan includes a dredging process that "exceeds international best practices" by limiting plume and impact to the water column, ensuring seabed restoration, and utilizing ecotoxicology tests that demonstrated no toxic effects on organisms. Sound propagation studies concluded noise levels would be similar to existing marine traffic, and dredging is limited to less than one square kilometer per year. The technology proposed has been safely used in Mexican waters for over 20 years on more than 200 projects. These technological and methodological advancements are critical for securing regulatory approvals and establishing a competitive moat in environmentally sensitive deep-sea operations.

Industry Tailwinds and Market Dynamics

The broader industry landscape is increasingly favorable for deep-sea mineral exploration. The U.S. Executive Order 14285, "Unleashing America's Offshore Critical Minerals and Resources," issued in April 2025, mandates federal agencies to expedite responsible exploration and development of seabed mineral resources. This directive prioritizes secure domestic supply chains for critical inputs essential to national security, energy transition, infrastructure modernization, and food security. OMEX, with its focus on ocean mineral resources for agricultural resilience and clean energy, is "well positioned to benefit from the regulatory momentum and policy priorities" of this order. The company's qualification by the U.S. Bureau of Ocean Energy Management to hold marine minerals leases since 2021 further aligns it with these accelerating timelines and enhanced permitting predictability.

Navigating the Competitive Currents

OMEX operates in a specialized segment of the marine exploration and subsea services industry, facing competition from larger, more diversified players. While OMEX excels in niche exploratory services and resource validation, its operational scale and financial resilience are notably smaller than its primary publicly traded competitors.

OMEX's Niche vs. Industry Giants

Direct competitors like Oceaneering International (OII), TechnipFMC (FTI), and Helix Energy Solutions (HLX) offer broader subsea engineering, robotics, and integrated solutions, often with a strong focus on the oil and gas sector. These companies benefit from established infrastructure, diversified revenue streams, and greater financial capacity. For instance, OII is known for its advanced ROV technology and global presence, FTI for large-scale subsea infrastructure, and HLX for well intervention and operational maintenance.

OMEX differentiates itself through its deep-sea resource validation expertise and a unique historical track record in complex deep-ocean operations. Its specialized deep-tow search system offers superior efficiency in resource assessment, potentially leading to more precise data and stronger customer loyalty in niche exploratory markets. However, OMEX's smaller scale means it lags in operational execution speed and the ability to compete in high-volume subsea contracts where competitors like Helix's efficient operations might offer materially faster project turnaround.

Financial Standing in a Competitive Arena

A quantitative comparison of TTM financial ratios highlights OMEX's distinct position:

• Profitability: OMEX's Gross Profit Margin of -297.06% and Operating Profit Margin of -706688.42% significantly trail OII (18% Gross, 9% Operating), FTI (19% Gross, 11% Operating), and HLX (16% Gross, 9% Operating). While OMEX's TTM Net Profit Margin is a positive 174.28%, this appears to be an anomaly, likely influenced by non-operational gains such as derivative fair value changes or the NAFTA arbitral award, rather than sustainable operational profitability. This contrasts sharply with the consistent positive net margins of its competitors (OII 6%, FTI 9%, HLX 4%).

• Liquidity: OMEX's Current Ratio of 0.13 indicates poor short-term liquidity compared to OII (1.74), FTI (1.12), and HLX (2.33).
• Leverage: OMEX's Debt/Equity Ratio of -393.93 reflects a negative equity position, a significant financial vulnerability, whereas competitors maintain positive, manageable ratios (OII 1.19, FTI 0.58, HLX 0.44).

• Valuation: OMEX's Price/Sales Ratio of 81.11 is exceptionally high, suggesting market expectations are heavily discounting current revenue or anticipating a massive future re-rating, contrasting with the much lower ratios of OII (0.99), FTI (1.37), and HLX (1.04).

These metrics underscore OMEX's weaker financial health and operational efficiency compared to its larger, more diversified rivals. The company's competitive advantages lie in its specialized expertise and strategic adaptability for niche projects, but it faces challenges in matching the innovation speed and financial robustness of industry leaders.

Financial Performance: A Glimpse into the Transformation

Odyssey Marine Exploration's financial performance reflects a company in the midst of a challenging, yet potentially transformative, strategic pivot. The most recent Q2 2025 results, filed on August 19, 2025, illustrate the ongoing costs associated with this transition, alongside efforts to manage expenses and secure critical funding.

Revenue and Expense Dynamics

Total revenue for the three months ended June 30, 2025, was $0.1 million, a decrease of $81,000 from $0.2 million in the prior year. For the six months ended June 30, 2025, total revenue was $0.27 million, down from $0.38 million in the same period of 2024. This revenue is entirely derived from marine research and project administration services provided to two related parties, CIC Limited and Ocean Minerals, LLC, highlighting a significant customer concentration. Historically, revenue has been highly volatile, often tied to episodic shipwreck monetization, a key driver for the strategic shift.

Operating expenses show a mixed picture. Marketing, general and administrative (MG&A) expenses increased by $1.6 million to $3.8 million in Q2 2025, primarily due to a $2.2 million increase in director fees related to the Mexican Corporate Transactions. However, for the six months ended June 30, 2025, MG&A decreased by $0.6 million to $5.6 million, driven by a $1.2 million reduction in professional services and a $1.5 million decrease in share-based compensation, partially offset by those director fees. Operations and research expenses decreased by $0.3 million to $0.7 million in Q2 2025, and by $0.6 million to $1.3 million for the six-month period, mainly due to a $1.2 million decrease in licenses and permits (which stopped accruing in June 2024). These figures reflect management's ongoing efforts to control costs, a theme reiterated since late 2014, with historical adjustments showing a 33% reduction in operating expenses in Q2 2015 and a monthly cash burn reduced to under $2 million.

Profitability remains a significant challenge. The net loss attributable to Odyssey Marine Exploration, Inc. widened to $14.85 million in Q2 2025, compared to a $1.53 million loss in Q2 2024. For the six months, the net loss was $12.61 million, versus $1.97 million in H1 2024. This deterioration is largely attributable to a $12.1 million increase in net other expenses in Q2 2025, primarily driven by a $1.8 million increase in the change in fair value of derivative liabilities (warrants) and, notably, the absence of $9.4 million in other income from the legacy shipwreck business that was present in 2024. These non-operational items underscore the volatility inherent in the company's current financial structure and the impact of its legacy business.

Liquidity and Capital Infusion

Liquidity remains a critical concern. At June 30, 2025, OMEX reported a consolidated non-restricted cash balance of $3.6 million, a decrease from $4.8 million at December 31, 2024. The company also carried a substantial working capital deficit of $26.9 million and explicitly stated that these factors "raise doubt about our ability to continue as a going concern."

To address these challenges, OMEX has actively pursued various financing initiatives. In December 2024, amendments to existing notes extended maturity dates and added conversion features, deferring material cash needs. The Securities Purchase Agreement (SPA) in December 2024 initially provided $4.1 million. Subsequent to March 31, 2025, and through the filing date, purchasers exercised options to buy 6.98 million additional shares at $1.10 per share, and a further 4.37 million shares for $4.80 million post-June 30, 2025, with no options remaining. These equity sales are expected to provide "sufficient operating funds through at least Q4 2025." Additionally, post-June 30, 2025, $2.0 million of December 2023 Notes and $7.7 million of March 2023 Notes were converted into common stock, reducing debt but increasing the share count. These capital infusions are vital for sustaining operations as the company executes its long-term mineral strategy.

Outlook and the Path Ahead

Odyssey Marine Exploration's future hinges on the successful execution of its mineral exploration strategy, supported by strategic partnerships and a more disciplined financial approach. Management's outlook is cautiously optimistic, focusing on key project milestones and leveraging industry tailwinds.

Key Projects and Milestones

The Phosagmex Project in Mexico, a joint venture with Capital Latinoamericano (CapLat), is a cornerstone of OMEX's fertilizer production ambitions. Initial capital contributions to Phosagmex are due by September 5, 2025. The success of this venture is contingent on the reinstatement of ExO's mining concessions, which were unlawfully cancelled in 2024, with legal proceedings currently pending. Management "remains very optimistic" about securing environmental approval for the Don Diego deposit, citing extensive scientific data and strategic support from MINOSA in government discussions.

In the Cook Islands, OMEX holds equity interests in CIC Limited and Ocean Minerals, LLC (OML), both engaged in deep-sea mineral exploration, including polymetallic nodules. OML's subsidiary, Moana Minerals, holds a 23,630 sq km exploration license and is advancing feasibility studies. The Lihir Gold Project in Papua New Guinea, where OMEX holds an 85.6% interest, continues its exploration program, with a license renewal response expected by September 30, 2025.

The strategic financing agreement with MINOSA, overwhelmingly approved by shareholders, is central to OMEX's long-term funding. While the earliest closing date for the $101 million equity transaction was August 8, 2015, management has received "repeated assurances that MINOSA intends to proceed" upon satisfaction of conditions. This partnership is expected to provide a "much longer runway" for business planning, enabling OMEX to fully capitalize on its mineral portfolio.

Management's Vision and Guidance

Management anticipates continued reduction in operating cash costs, aiming to maintain monthly cash burn below $2 million. A decision on alternate work platforms for its specialized equipment is expected by the end of 2015, enhancing operational flexibility. The company is actively developing a pipeline of new mineral projects and exploring additional revenue-producing offshore contract services. The recent U.S. Executive Order on offshore critical minerals is seen as a significant catalyst, aligning with OMEX's strategic focus and potentially accelerating permitting timelines.

Risks on the Horizon

Despite the strategic pivot and operational advancements, Odyssey Marine Exploration faces substantial risks that warrant close investor attention. The most pressing is the "doubt about our ability to continue as a going concern," driven by sustained net losses and a significant working capital deficit. Future operations are heavily reliant on successful financings and monetization events, which are not guaranteed.

Regulatory and legal hurdles pose considerable threats. Mexico's application to set aside the $37.1 million NAFTA arbitral award, the pending reinstatement of ExO's mining concessions, and the ongoing delays in environmental approval for the Don Diego project introduce significant uncertainty. Similarly, the HMS Victory project's progress remains contingent on UK regulatory approvals. These legal and political complexities can cause unpredictable delays and impact financial outcomes.

Commodity price volatility could affect the attractiveness of certain projects, particularly 20th-century bullion wrecks, though management believes long-term mineral projects are less susceptible, with the ability to pivot to non-precious metals like phosphate. Operational risks include the aging Odyssey Explorer vessel and the need for new, more efficient platforms. Finally, the company has identified a material weakness in its internal control over financial reporting as of December 31, 2023, relating to inadequate technical accounting resources and review processes, which is currently undergoing remediation. This highlights potential for financial misstatements or reporting delays.

Conclusion

Odyssey Marine Exploration is embarking on a bold and necessary transformation, shifting its core business from the unpredictable, high-stakes world of shipwreck recovery to the more strategically aligned and potentially recurring revenue streams of deep-sea mineral exploration. This pivot, underpinned by OMEX's unique deep-ocean technological expertise and strengthened by the strategic partnership with MINOSA, positions the company to capitalize on growing global demand for critical minerals. While the path is fraught with significant financial and regulatory challenges, including a going concern doubt and ongoing legal battles in Mexico, the long-term vision of becoming a well-funded entity with predictable revenues from essential resources offers a compelling, albeit high-risk, investment thesis. The successful execution of its mineral projects, particularly the Phosagmex joint venture, and the effective resolution of its liquidity and legal hurdles will be paramount in determining OMEX's ability to unearth substantial value from the deep-sea frontier.