FORM 10-Q ☒Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2026 or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from Commission File Number 001-31895 ODYSSEY MARINE EXPLORATION, INC. (Exact name of registrant as specified in its charter) Nevada(State or other jurisdiction ofincorporation or organization) 84-1018684(I.R.S. EmployerIdentification No.) 205 S. Hoover Blvd., Suite 210, Tampa, FL 33609(Address of principal executive offices) (Zip code) (813) 876-1776(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Trading Symbol(s)OMEX Title of each classCommon Stock, $0.0001 par value Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer:☐ Non-accelerated filer:☒ Emerging growth company:☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes☐No☒ The number of outstanding shares of the registrant’s common stock, par value $0.0001 per share (“Common Stock”), as of May 8,2026 was 58,574,115. Part I:Financial Information Item 1.Financial Statements (unaudited):Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 20253Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 20254Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months endedMarch 31, 2026 and 20255Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 20256Notes to the Condensed Consolidated Financial Statements7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations25Item 3.Quantitative and Qualitative Disclosures About Market Risk38Item 4.Controls and Procedures38Part II:Other InformationItem 1.Legal Proceedings39Item 1A.Risk Factors39Item 2.Unregistered Sales of Equity Securities and Use of Proceeds41Item 3Defaults Upon Senior SecuritiesItem 4.Mine Safety Disclosures42Item 5.Other Information42Item 6.Exhibits43Signatures44 ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS – Unaudited ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CHANGES INSTOCKHOLDERS’ DEFICIT – Unaudited ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – Unaudited ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIESNOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BUSINESS AND BASIS OF PRESENTATION Theaccompanying unaudited condensed consolidated financial statements of Odyssey Marine Exploration,Inc.andsubsidiaries (the “Company,” “Odyssey,” “us,” “we” or “our”) have been prepared in accordance with the rules and regulations ofthe Securities and Exchange Commission (“SEC”) and the instructions to Form 10-Q and, therefore, do not include all informationand footnotes normally included in financial statements prepared in accordance with generally accepted accounting principles.These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statementsand notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. In the opinion of management, these financial statements reflect all adjustments, including normal recurring adjustments,necessary for a fair presentation of these interim condensed consolidated financial statements. Operating results for the threemonths ended March 31, 2026 are not necessarily indicative