Form 8-K Filing Summary

Odyssey Marine Exploration, Inc. (Odyssey) has amended its Note Purchase Agreement (NPA) with American Ocean Minerals Corporation (AOM), originally dated April 8, 2026. The amendment, dated September 8, 2026, allows AOM to purchase an additional $500,000 in Initial Notes on September 9, 2026, and permits ongoing purchases of Initial Notes and subsequent advances under the Existing Pre-Closing Note, notwithstanding previous limitations. The aggregate principal amount for all Pre-Closing Notes remains capped at $5.0 million (or higher with AOM's written consent), and similarly for all Initial Notes. Transaction expenses eligible for funding from Pre-Closing Notes now include those incurred before the merger. Odyssey's obligations under these notes are secured by substantially all of its assets, with an 8.0% annual interest rate, payable quarterly through capitalization. All outstanding principal and accrued interest are due by April 8, 2027, or upon the consummation of the merger with AOM. Default interest increases to 11.0% per annum. This filing also incorporates disclosures regarding the creation of a direct financial obligation and includes forward-looking statements concerning the merger, subject to various risks and uncertainties.