OMEX · Odyssey Marine Exploration, Inc.

This 8-K filing under Item 3.02 cross-references the company's prior April 8, 2026 8-K Item 1.01, confirming that shares of Odyssey Common Stock issuable under three specified CIC-related option and equity exchange agreements qualify for exemption from registration under Section 4(a)(2) of the Securities Act. This disclosure is critical for investors tracking potential dilution from unregistered issuances tied to these agreements. Under Item 8.01, the filing highlights a joint conference call held on April 13, 2026, with American Ocean Minerals Corporation (AOM) to discuss the proposed merger outlined in the April 8, 2026 Agreement and Plan of Merger involving Odyssey, AOM, and an Odyssey subsidiary. The call transcript as Exhibit 99.1 details the all-stock merger structure, a pre-closing 25-to-1 reverse stock split, and rebranding to AOMC on NASDAQ, with closure targeted for late Q2 or early Q3 2026. Strong capitalization is evidenced by over $230 million in equity commitments, including a $156 million PIPE led by high-quality investors and $76 million bridge financing already available, positioning the combined entity to pursue polymetallic nodule exploration in the Cook Islands and U.S. pathways without immediate capital needs. The merger leverages Odyssey's 30+ years of deep-sea expertise with AOM's asset base exceeding 500,000 square kilometers, aiming to establish the largest U.S.-controlled platform for critical minerals like nickel, cobalt, copper, manganese, and rare earths. Extensive forward-looking statement disclaimers underscore risks including failure to secure stockholder approval, regulatory hurdles, and execution uncertainties, with investors directed to upcoming S-4 proxy/prospectus for detailed terms.