Announcement • Jul 27
Odyssey Marine Exploration Inc Announces Notice of Non-Compliance with Nasdaq Listing Rule On July 21, 2026, Odyssey Marine Exploration, Inc. was notified by the Listing Qualifications Department of the Nasdaq Capital Market (Nasdaq) that the Company did not satisfy the $1.00 minimum bid price requirement for 30 consecutive business days, as required under Nasdaq Listing Rule 5550(a)(2). In accordance with the Nasdaq Listing Rules, the Company has a 180-calendar day period, ending January 19, 2027, to regain compliance with the minimum bid price requirement. To become compliant, the Company must evidence a closing bid price of at least $1.00 per share of its common stock for a minimum of ten consecutive business days. If the Company does not regain compliance with the minimum bid price requirement by January 19, 2027, the Company may be eligible for an additional 180-calendar day compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and would need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period. If it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible for the additional compliance period, Nasdaq will provide written notice to the Company that its securities are subject to delisting, and at that time the Company may appeal the delisting determination to a hearing panel. The notice has no immediate impact on the listing of the Company's securities on Nasdaq. As previously disclosed on June 1, 2026, the Company's stockholders approved a reverse stock split of the Company's common stock at a ratio in the range of 1-for-20 and 1-for-25 (the Reserve Stock Split). The Company expects that the Reverse Stock Split will enable it to regain compliance with the Nasdaq Listing Rules prior to the effective time of the merger with American Ocean Minerals Corporation (AOM) previously disclosed on April 8, 2026. New Risk • May 14
New major risk - Revenue and earnings growth Earnings have declined by 5.7% per year over the past 5 years. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are declining over an extended period, then in most cases the share price will decline over time unless the company can turn around its fortunes. A trend of falling earnings can be very difficult to turn around. If the company is well already established it may also be a sign the company has matured and is in decline. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$11m free cash flow). Share price has been highly volatile over the past 3 months (22% average weekly change). Negative equity (-US$71m). Earnings have declined by 5.7% per year over the past 5 years. Shareholders have been substantially diluted in the past year (87% increase in shares outstanding). Revenue is less than US$1m (US$241k revenue). Minor Risk Market cap is less than US$100m (US$66.7m market cap). Reported Earnings • May 14
First quarter 2026 earnings released: EPS: US$0.006 (vs US$0.077 in 1Q 2025) First quarter 2026 results: EPS: US$0.006 (down from US$0.077 in 1Q 2025). Net income: US$347.3k (down 85% from 1Q 2025). Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 41 percentage points per year, which is a significant difference in performance.