奥德赛海洋勘探 2025年度报告

(Mark one)ÈANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF1934For the fiscal year ended December 31, 2025or‘TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission File Number 001-31895 ODYSSEY MARINE EXPLORATION, INC.(Exact name of registrant as specified in its charter) Nevada84-1018684(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)205 S. Hoover Blvd, Suite 210, Tampa FL 33609(Address and zip code of principal executive offices)(813) 876-1776(Registrant’s telephone number including area code)Securities registered pursuant Section 12(b) of the Act:Common Stock, $0.0001 par valueOMEXNasdaq Capital Market(Title of each class)(Trading symbol)(Name of each exchange on whichregistered)Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes‘NoÈIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the SecuritiesAct.Yes‘NoÈIndicate by mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.YesÈNo‘Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).YesÈNo‘Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer‘Accelerated filer‘ Smaller reporting companyÈEmerging growth company‘If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.‘If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.‘ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).‘Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes‘NoÈ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Odyssey Marine Exploration, Inc. based on the closing price of $1.18 for the Common Stock, $0.0001 par value per share (“Common Stock”), on the Nasdaq Capital Market on June 30,2025, was approximately $38.3 million. As of March 26, 2026, the Registrant had 58,225,462 shares of Common Stock outstanding.DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this Form 10-K incorporates by reference to certain portions of the Company’s Definitive ProxyStatement for the Registrant’s Annual Meeting of Stockholders, to be filed with the SEC within 120 days after the year ended December 31, 2025. TABLE OF CONTENTS PART I Item 1.Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10Item 1B.Unresolved Staff Comments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18Item 1C.Cybersecurity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18Item 2.Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20Item 3.Legal Proceedings.