OMEX 10-K & 10-Q changes, risk factors and insider trading

We face risks related to the recentpast restatement of our financial information and the prior material weakness in our internal control over financial reporting.

As discussed in the Explanatory Note to our Comprehensive Report on Form 10-K for the year ended December 31, 2023, we determined to restate certain financial information in our previously issued consolidated financial statements for the year ended December 31, 2022, and for the interim periods ended March 31, 2022 and 2023, June 30, 2022 and 2023, and September 30, 2022. The circumstances leading to the restatement of our previously issued financial statements, and our efforts to investigate, assess, and remediate those matters have resulted in substantial costs in the form of accounting, legal, and similar professional fees, in addition to the substantial diversion of time and attention of our senior management and members of our accounting team in preparing the restated financial statements and information.

In addition, as a result of the restatement, we identified a material weaknessesweakness in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Although we have remediated the material weakness identified in connection with the restatement and have undertaken substantial work to maintain effective internal controls and have taken action to remediate the material weaknesses identified in connection with the restatement,controls, we cannot be certain that we will be successful in our remediation efforts or in maintaining adequate internal controls over our financial reporting. As a result of those material weaknesses, management determined that our internal control over financial reporting and disclosure controls and procedures were ineffective as of December 31, 2023, that has not been fully remediated as of December 31, 2024. If we fail to maintain an effective system of internal controls over financial reporting and disclosure controls and procedures, we may not be able to accurately determine our results of operations or financial conditions or to prevent fraud.

As a result of the prior restatement, we have become subject to a number of additional risks and uncertainties, which may affect investor confidence in the accuracy of our financial disclosures and may raise reputational issues for our business. We expect to continue to face the risks and challenges related to the restatement, including the following: (a) we may face potential litigation or other disputes, which may include, among others, claims invoking the federal and state securities laws, contractual claims, or other claims arising from the restatement; (b) the SEC may review the restatements and require further amendment of our public filings; and (c) the processes undertaken to effect the restatement may not have been adequate to identify and correct all errors in our historical financial statements and, as a result, we may discover additional errors and our financial statements remain subject to the risk of future restatement. We cannot provide assurance that all of the risks and challenges described above will be eliminated or that general reputational harm will not persist. If any of the foregoing risks or challenges persists, our business, operations, and financial condition could be materially adversely affected.

Primarily due to the matters that led to our restatement of prior financial statements and the material weaknessesweakness identified in connection therewith, our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, and our Annual Report on Form 10-K for the year ended December 31, 2023, were not timely filed. We expect to continue to face manysome of the risks and challenges related to the matters that led to the delay in the filing of such Form 10-Q and Form 10-K reports, including the following:

We have identified a prior material weaknessesweakness in our internal control over financial reporting and may identify other material weaknesses in our internal control over financial reporting in the future, which could, if not remediated, adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner.

We have concluded that our internal control over financial reporting was not effective as of December 31, 2024, September 30, 2024,2025, June 30, 2024, MarchDecember 31, 2024, December 31, 2023, and certain prior and interim periods, due to the existence of a material weaknessesweakness in our internal control over financial reporting. Although we have initiated and continue to apply remediation measures to addressremediated the identified material weaknesses,weakness, we cannot assure that additional material weaknesses in our internal control over financial reporting will not arise or be identified in the future. We intend to continue our control remediation activities and to continue to improve our overall control environment and our operational, information technology, financial systems, and infrastructure procedures and controls, as well as to continue to train, retain, and manage our personnel who are essential to effective internal controls. In doing so, we will continue to incur expenses and expend management time on compliance-related issues. If we are unable to successfully complete our remediation efforts or favorably assess the effectiveness of our internal control over financial reporting, our operating results, financial position, ability to accurately report our financial results and timely file our SEC reports, and stock price could be adversely affected.

Our common stock is listed on the Nasdaq Capital Market, which imposes, among other requirements, a minimum bid price requirement. The closing bid price for our common stock must remain at or above $1.00 per share to comply with Nasdaq’s minimum bid requirement for continued listing. If the closing bid price for our common stock is less than $1.00 per share for 30 consecutive business days, Nasdaq may send us a notice stating we will be provided a period of 180 days to regain compliance with the minimum bid requirement or else Nasdaq may make a determination to delist our common stock. Another requirement for continued listing on the Nasdaq Capital Market is to maintain our market capitalization above $35.0 million. Nasdaq notified us on October 30, 2024, that we did not meet the $35.0 million market capitalization requirement for 30 consecutive business days, as required under Nasdaq Listing Rule 5550(b)(2). In accordance with the Nasdaq Listing Rules, the Company has a 180-calendar day period, ending April 28, 2025, to regain compliance with the market capitalization requirement. On November 4, 2024, Nasdaq notified us that we did not meet 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 May 5, 2025, to regain compliance with the minimum bid price requirement.

OurAlthough failurewe regained compliance with both Nasdaq Listing Rules in the second quarter of 2025, we cannot assure that additional that we will be able to regainmaintain compliance with the above-mentioned and other Nasdaq continued listing requirementsrequirements, which may lead to the delisting of our common from the Nasdaq Capital Market. Delisting from the Nasdaq Capital Market could make trading our common stock more difficult for investors, potentially leading to declines in our share price and liquidity. If our common stock is delisted by Nasdaq, our common stock may be eligible to trade on an over-the-counter quotation system, where an investor may find it more difficult to sell our stock or obtain accurate quotations as to the market value of our common stock. We cannot assure you that our common stock, if delisted from the Nasdaq Capital Market, will be listed on another national securities exchange or quoted on an over-the counter quotation system.

ExO PhosphatePhosagmex Project:

On December 23, 2024, the CompanyCompany, certain of its affiliates and Capital Latinoamericano, S.A. de C.V. (“CapLat”) entered into a Joint Venture Agreement (the “JV Agreement”), pursuant to which Odyssey and CapLat formedagreed ato jointwork venturetogether to develop a strategic fertilizer production project in Mexico (the “JVPhosagmex Project”) building on the work completed by the Company to validate and quantify a high-quality subsea phosphate resource within Mexico’s Exclusive Economic Zone (the “Mexican EEZ”). Pursuant to the JV Agreement, the Company and CapLat willagreed to work together to develop the JVPhosagmex Project and, subject to satisfaction of certain conditions, including certain regulatory approvals from Mexican governmental authorities, to invest through subsidiaries of each party will invest as equal partners, subject to adjustment based on final contributions,contributions in a newly formed joint venture entity that will own and continue to develop and operate the JVPhosagmex Project. The JV Agreement also provides that the Company and CapLat haveis exclusivekey rightsas a local partner in Mexico to develop the JVPhosagmex Project,Project due to its local knowledge of the Mexican business and thatpolitical CapLatenvironment hasand theits exclusive right to develop with the Company any projectsexpertise in the EEZfood ownedand oragricultural developedindustries. byOdyssey is a key partner that has expertise critical to the Companyphosphate duringand fertilizer production project with respect to operations in the nextMexican fiveEEZ years.to extract phosphate ore needed for fertilizer production from the seafloor within the area located in the Gulf of Ulloa of the Baja California Sur Peninsula in the Mexican EEZ, as well as processing phosphate ore into commercially viable products serving the fertilizer industry in Mexican and global markets.

CIC Limited (“CIC”) is a deep-sea mineral exploration company. CIC is supported by a consortium of companies providing expertise and financial contributions in support of development of a project in the project.Cook Islands. Odyssey is a member of the consortium, which also includes Royal Boskalis Westminster.

In February 2022, the Cook Islands Seabed Minerals Authority (“SBMA”) awarded CIC a five-year exploration license beginning June 2022.2022 within the Cook Islands’ exclusive economic zone. Offshore explorations and research commenced in the third quarter of 2022 with positive results in early sampling and testing of vessels and equipment, which informed requirements for ongoing viable operational functions as the basis for a longer-term operation over the license period. The early operations also resulted in preliminary resource sampling, whichthat ultimately will ultimately accrue to the resource evaluation and regional environmental assessment.

Through a wholly owned subsidiary, we have earned and now hold approximately 14.2%13.4% of the current outstanding equity units of CIC issued in exchange for the provision of services by the Company. We achieved our current equity position through the provision of services rendered to CIC (see Note 5 – Investment in Unconsolidated Entities).

Ocean Minerals, LLC (“OML”) is a deepwater critical minerals exploration and development company incorporated in the Cayman Islands. Moana Minerals Limited (“Moana Minerals”) is a wholly owned subsidiary of OML and is a deepwater critical metals exploration and development company incorporated in the Cook Islands with offices and operations based in Rarotonga, Cook Islands. In February 2022, the SBMA awarded Moana Minerals a five-year exploration license (“EL3”) for a 23,630 square kilometer area in the Cook Islands’ EEZ.exclusive economic zone.

On June 4, 2023, Odyssey entered into a purchase agreement to acquire an approximately 13% interest in OML in exchange for a contribution by Odyssey of its interest in its then wholly owned subsidiary, ORI, whose sole asset was a 6,000-meter remotely operated vehicle (“ROV”), cash contributions of up to $10.0 million in a series of transactions over the following year, a Contribution Agreement and an Equity Exchange Agreement. On July 3, 2023, the parties consummated the initial closing of the purchase agreement, pursuant to which Odyssey’s wholly owned subsidiary obtained approximately 6.28% of OML’s outstanding equity interests. On October 18, 2024, Odyssey and OML entered into a Termination Agreement pursuant to which the parties terminated the OML Purchase Agreement. The Termination Agreement terminated the parties’ rights and obligations relating to the Secondpurchase OMLof Units,additional Thirdequity OML Units and Optional Units (see Note 5, Investmentinterests in Unconsolidated Entities),OML, but did not affect Odyssey’s ownership of the Initial OML Units or its obligation to pay the lease payments for the ROV (see Note 5,5 – Investment in Unconsolidated Entities). The Termination Agreement also did not affect the Equity Exchange Agreement or Contribution Agreement (each as defined above), each of which remains in effect.Agreement.

The 6,000-meter rated ROV contributed to OML by Odyssey provides OML with an additional tool to advance the project toward eventual applications for an environmental permit and harvesting license when exploration and feasibility studies are completed and demonstrate how harvesting can be done without serious environmental harm. OML continueshas toobtained advance currenta Joint Ore Reserve Committee (“JORC”) compliant report,report that substantially increasingincreases resources reporting to indicatedinferred and measuredindicated confidence levelslevels, and continues to advance toward completing its preliminary Feasibility Study, among other important project milestones it is working to achieve. The summary of OML’s resource assessment is available on its website: www.omlus.com. Information available on OML’s website, including its technical report summary, is not incorporated into this Annual Report.

Offshore survey and mapping operations commenced in December 2021 in the Papua New Guinea, Lihir license area and was completed in 2022. This work produced a high-resolution acoustic terrain model of the seafloor in the area, as well as acquiring acoustic images of subseafloor sediments and lithology. This allowed characterization of the geologic setting of the area and essentially created a "“snapshot"” of the environment. These activities will help us to further characterize the value of this project and allow informed decision making on how to proceed with environmentally sensitive direct geologic sampling. In the first half of 2023, a comprehensive project plan was designed identifying specific target areas for geological and environmental samples to be collected in future offshore operations. No timetable has been set for operations to commence, as operational plans are currently being developed. OnIn NovemberMarch 13, 2023,2026, Bismarck received a sixthseventh term renewal for the Bismarck Exploration License.

Odyssey'sOdyssey’s multi-year exploration program is planned to focus on robust environmental surveys and studies that will accrue to environmental permitting in compliance with PNG'sPapua New Guinea’s requirements as well as the development of an Environmental Impact Assessment ("“EIA"”). During the exploration phase, steps to validate and quantify the precious and base metal content of the prospective resource would also be carried out. Once completed, if the data shows extraction can be carried out responsibly, Odyssey will apply for a mining license.

Further development of this project is dependent on the characterization of any resources during the exploration phase.exploration.

We have experienced several years of net losses and may continue to do so. Our ability to generate net income or positive cash flows for the next twelve months is dependent upon financings, our success in developing and monetizing our interests in mineral exploration entities, and generating income from contracted services and exploration charters.

In December 2024, we amended the March 2023 Notes (as defined below) and the December 2023 Notes (as defined below) to, among other items, extend the maturity date of our obligations, and add a conversion feature, thereby deferring a material cash need. The holders of March 2023 Notes and the December 2023 Notes have exercised their right to convert the notes in full, which alleviated our need for cash to repay the notes on their December 31, 2025 and April 1, 2026 maturity dates. In addition, on December 23, 2024, we entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company issued and sold an aggregate of 7,377,912 shares of commonCommon stockStock to certain accredited investors at a purchase price of $0.55 per share. The aggregate purchase price for the shares, before deduction of the Company’s expenses associated with the transaction, was approximately $4.1 million. The proceeds of that sale of commonCommon stock,Stock, together with other anticipated cash inflows, is expected to provideprovided sufficient operating funds into the second quarter of 2025. The SPA further providesprovided the investors with the right, but not the obligation, to purchase an additional 7,220,141 shares of commonCommon stockStock at a purchase price of $1.10 per share at a subsequent closing to be held on AprilJuly 30,31, 2025.2025, Thator subsequentsuch salelater ofdate common stock, if exercisedagreed by the investorsCompany and the purchasers who purchased at least a majority of the initial shares under the SPA,SPA. isDuring the year ended December 31, 2025, purchasers exercised their options to purchase 6,975,488 additional shares of Common Stock under the SPA at $1.10 per share, for an aggregate purchase price of $7.7 million. During the year ended December 31, 2025, holders of the Company’s warrants to purchase Common Stock exercised their warrants to purchase 1,318,391 shares of Common Stock at a weighted-average price per share of $1.11, for an aggregate purchase price of $1.5 million. Sales of Common Stock pursuant to exercises of warrants and stock options are expected to provide sufficient operating funds through at least the fourthshort quarter of 2025.term.

Except for those described below related to the Proposed Merger with AOM,Merger, there have been no material changes to our principal risks that we believe are material to our business, results of operations and financial condition, from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Investors should consider such risk factors prior to making an investment decision with respect to the Company’s securities.

On April 8, 2026, Odyssey, an Odyssey subsidiary (“Merger Sub”), and American Ocean Minerals Corporation (“AOM”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into AOM, with AOM surviving the proposed merger and becoming a direct, wholly owned subsidiary of Odyssey.Odyssey (the “Merger”). The proposedtime mergerat which the Merger is consummated is referred to in this report as the “Effective Time.” The Merger is expected to be completed in the late second to early third quarter of 2026, subject to Odyssey stockholderstockholders’ approval.

This communicationreport is not a substitute for the registration statement, the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus or any other document that Odyssey has filed or may file with the SEC in connection with the proposed transaction. Investors and security holders of Odyssey and AOM are urged to read the registration statement, the preliminary proxy statement/prospectus and any amendments thereto, and, when available, the definitive proxy statement/prospectus, as well as other documents filed or to be filed with the SEC in connection with the proposed transaction, carefully and in their entirety because they contain and will contain important information about Odyssey, AOM and the proposed transaction.

This communicationreport shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

On December 12, 2024, Mexico commenced an application before the Ontario Superior Court of Justice seeking to set aside the Arbitral Award. The set aside application remains pending as of the date of this report. A hearing has been scheduled in the case for March 2027.

The CIC Project is located within the EEZ of the Cook Islands in the South Pacific Ocean. According to the CIC Technical Report Summary, the CIC Project is centered at approximately 17.5° south latitude and 160.5° west longitude, approximately 420 km north of Rarotonga, a 170 km north of Aitutaki, and 3,700 km northeast of Wellington, New Zealand. The CIC Project area covers approximately 211,545 km2 and comprises 2,592 5’ x 5’ blocks grouped into ten contiguous block groups. The seafloor in the license area generally lies at depths between approximately 4,700 and 5,300 meters below sea level.

Title to the CIC Project is held through EL1 license, granted to CIC Limited by the Seabed Minerals Authority (“SBMA”),SBMA, on behalf of the Cook Islands Government on February 23, 2022. The CIC Technical Report Summary states that the EL1 license expires on February 23, 2027, and that an application for license renewal may be made at least 90 days before expiry in accordance with Section 63 of the Seabed Minerals (Exploration) Regulations (2020). The EL1 license is subject to relinquishment obligations, including 20% relinquishment after three years of exploration activities and up to an additional 40% of the total CIC Project area by the end of the five-year license period, with the firstrelinquishment relinquishmentparameters reported as being under discussion between CIC and the SBMA according to the CIC Technical Report.

The information that follows relating to the MML project (the “MML Project”) is derived, for the most part, from, and in some instances is an extract from, the MML Technical Report Summary prepared in compliance with the SEC Mining Rules. Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of the MML Technical Report Summary. The MML Technical Report Summary is incorporated herein by reference and made a part hereof.

Title to the MML Project is held through the EL3 license, granted to Moana Minerals Limited, a wholly owned Cook Islands registered company subsidiary of Ocean Minerals, LLC, by the Seabed Minerals Authority (“SBMA”),SBMA, on behalf of the Cook Islands Government on February 23, 2022. The MML Technical Report Summary states that the MML exploration license is valid for a term of five years and expires on February 23, 2027, and that an application for license renewal may be made at least 90 days before expiry in accordance with Section 63 of the Seabed Minerals (Exploration) Regulations (2020). As of the date of this proxy statement/ prospectus, MML is not subject to a predetermined relinquishment schedule in the EL3 licence.license. However, pursuant to section 78 of the Seabed Minerals Act (Cook Islands), the SBMA may require MML to relinquish portions of the MML Project area over time as MML’s exploration and environmental programs advance.

Testing of six metallurgical processes progress well with results planned for inclusion in ourthe Prefeasibility Study being compiled for Cook Islands License area EL3. The PFS provides for selection of preferred harvesting and processing solutions, reports on infrastructure impacts and needs, community perspectives and impacts, and provides an overview of project economics. AMC Engineering Consultants will act as the Qualified Person (QP) for OML report. The PFS is slated for completion in 2026.

Odyssey is well positioned to benefit from the regulatory momentum and policy priorities laid out in the executive order. Our projects focus on ocean mineral resources that are essential for both agricultural resilience and emerging clean energy technologies. Our subsea mineral exploration experience is directly applicable to allmany of the projects being considered by the U.S. government.

Virginia Strategic Minerals projectProspective Project

The proposed lease area, located within the U.S. OCS off the Mid-Atlantic coast, is highly prospective for heavy mineral sands rich in titanium, zirconium and rare earth elements. Together, these materials are critical to U.S. national defense, and domestic manufacturing, underpinning U.S. manufacturing and agriculture—from aerospace alloys and smartphones to medical devices. Additionally, offshore sand and gravel resourcesresources, a bi-product from the recovery processprocess, can support coastal resiliency efforts.

If Odyssey obtains the requested lease, its capability to advance a project will be enhanced by an October 2025 collaboration agreement with Great Lakes Dredge & Dock Corporation (NASDAQ: “GLDD”), the nation’s largest dredging contractor and a trusted federal partner for coastal restoration and resilience projects. GLDD operates dredging activities using existing process with known and proven performance and environmental impacts and mitigation programs and would employ the same level of expertise to this project if it proceeds.

Our consolidated non-restricted cash balance at MarchJune 31,30, 2026 was $2.1$2.3 million. We have a working capital deficit at MarchJune 31,30, 2026 of $10.6$22.2 million. The total consolidated book value of our assets was approximately $13.4$13.2 million at MarchJune 31,30, 2026, which includes cash of $2.1$2.3 million.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

TheRevenue revenue generated infor each period wasconsisted a resultprimarily of performingamounts earned from marine research and project administration services forprovided to our customers and related parties.parties, as well as lease revenue during the three months ended June 30, 2026. Total revenue for the three months ended MarchJune 31,30, 2026 was approximately $23,000,$78,000, a decrease of $0.1approximately million$57,000 as compared to $0.1 million for the three months ended MarchJune 31,30, 2025. The decrease was primarily due to the expiration of the Services Agreement with CIC in the secondthird quarter of 2025.

OML, to which we provided marine services in both periods, is a deep-sea mineral exploration company that we consider to be a related party (see Note 4 – Related Party Transactions). CIC, also a deep-sea mineral exploration company and a related party, was an additional customer in the three months ended MarchJune 31,30, 2025; the Services Agreement with CIC expired in the secondthird quarter of 2025.

Marketing, general and administrative expenses primarily comprise all costs within the following departments: Executive, Finance & Accounting, Legal, Information Technology, Human Resources, Marketing & Communications, Sales and Business Development. Marketing, general and administrative expenses for the three months ended MarchJune 31,30, 2026 were $5.8$7.1 million, an increase of $4.0$3.3 million as compared to the three months ended MarchJune 31,30, 2025. The increase was primarily due to increased expensesprofessional fees in connection with the AOM Merger Agreement.Agreement, and is partially offset by a reduction in director fees associated with the Mexican Corporate Transactions in the second quarter of 2025.

Operations and research expenses are primarily focused on deep-sea mineral exploration, which include minerals research, scientific services, marine operations and project management. Operations and research expenses for the three months ended MarchJune 31,30, 2026 were $0.7 million, ana increasedecrease of $0.1 million$22,000 as compared to the three months ended MarchJune 31,30, 2025. The increasedecrease period over period was primarilynot due to small increases in compensation, professional services and travel, partially offset by a small decrease in repairs and maintenance.significant.

Total other income/expensesexpenses, net were expenses of $6.6$1.7 million and income $1.8$12.8 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, resulting in a net income increasedecrease of $4.8$11.0 million. The increaseddecrease expenseresulted was attributable tofrom: (i) a $4.3$9.6 million increasedecrease in the change in fair value of derivative liabilities, relating primarily to the change in fair value of warrants and litigation financing andfinancing, (ii) a $1.0 million decrease in interest expense, net of interest income; which were offset byincome, (xiii) a $0.4 million increaseddecrease loss on equity method investments, and (y) a $85,053 increasedin foreign exchange expense.

Due to losses and our net operating loss carryforwards, we did not accrue any income taxes for the three months ended MarchJune 31,30, 2026 and 2025.

The non-controlling interest adjustment for the three months ended MarchJune 31,30, 2026 was $0.2$0.1 million as compared to $2.7$2.3 million for the three months ended MarchJune 31,30, 2025. The substance of thisThis adjustment iswas primarily due to the decrease in costs relating to permit fees and other standard operating costs.

Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 was $3.8$8.5 million, compared to cash used of $2.0$3.9 million for the threesix months ended MarchJune 31,30, 2025.

The net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 reflected a net incomeloss before non-controlling interest of $0.2$9.3 million. Cash provided by operating activities was adjusted primarily by non-cash items of $6.5$4.8 million, including: (i) $7.5$6.5 million in changes in fair value of derivative liabilities, relating primarily to the change in fair value of warrants andwarrants, litigation financing liability,liability and the debt conversion embedded derivatives, (ii) $0.2$0.3 million of amortization of the finance liability, (iii) $0.3$0.4 million of director and consultant compensation paid in stock, (iv) $0.4$0.7 million of loss on equity method investment, and (v) other share-based compensation of $0.2$0.3 million. Other operating activities resulted in a decrease in working capital of $2.5$5.5 million. This $2.5$5.5 million decrease includes a $0.8$4.2 million increase to accounts payable, a $1.5$1.0 million increase to accrued expenses, and decreasesa decrease of $0.0 million in accounts receivable and $0.2$0.3 million in other assets.

The net cash used in operating activities for the threesix months ended MarchJune 31,30, 2025 reflected a net loss before non-controlling interest of $0.4$17.6 million. Cash provided by operating activities was adjusted primarily by non-cash items of $1.4$13.5 million, including: (i) $3.2$7.5 million in changes in fair value of derivative liabilities, relating primarily to the change in fair value of warrants, litigation financing liability and the debt conversion embedded derivatives, (ii) the amortization of deferred discount $0.4$0.9 million, (iii) note payable accretion of $0.5$1.1 million, (iv) share-based compensation of $45,742,$91,484, and (v) $0.5$1.1 million of PIK interest. Other operating activities resulted in an increase in working capital of $0.1 million. This $0.1 million increase includes a $0.4$0.1 million increase to accounts payable, a $0.3 million increase to accrued expenses, predominantly related to our NAFTA arbitration, offset by decreases of $0.2 million in accounts receivable and $0.1$0.3 million in other assets.

There were no cash flows from investing activities for the threesix months ended MarchJune 31,30, 2026 and 2025.

Cash flows provided by financing activities for the threesix months ended MarchJune 31,30, 2026 were $2.4$7.3 million, consisting primarily of $5.2 million of proceeds from the AOM senior secured notes, $2.6 million of proceeds from the exercise of warrants and $74,538$0.1 million of proceeds from the issuance of common stock, partially offset by $0.2$0.4 million of debt obligation payments and $0.1$0.3 million of payments on financing obligations.

Cash flows used in financing activities for the threesix months ended MarchJune 31,30, 2025 was $0.4$2.7 million, consisting primarily of $0.2$2.9 million of proceeds from the issuance of common stock and $0.5 million of proceeds from exercised warrants, partially offset by $0.3 million of debt obligation payments, $0.1$0.3 million payments on sale-leaseback financing and $89,315$97,135 of offering costs paid on financings.

At MarchJune 31,30, 2026, we had cash and cash equivalents of $2.1$2.3 million, a decrease of $1.4$1.2 million from the December 31, 2025 balance of $3.5 million. Financial debt of the company was $4.9$9.9 million and $5.0 million at MarchJune 31,30, 2026 and December 31, 2025, respectively.

The carrying value of the Company’s consolidated loans payable consisted of the following carrying(in values atthousands):

As of December 31, 2025, there were 2,502,966 March 2023 Warrants outstanding, which are recognized at fair value and recorded as derivative liability within the condensed consolidated balance sheet. During the threesix months ended MarchJune 31,30, 2026, holders of the March 2023 Warrants exercised an aggregate of 2,238,416 warrants with exercise price of $1.10 for a total purchase price of $2,462,258, and 264,550 March 2023 Warrants expired unexercised. As of MarchJune 31,30, 2026, there were no March 2023 Warrants outstanding.

The change in fair value of the March 2023 Warrants for the three months ended MarchJune 31,30, 2026 and 2025 was zero and an increase of $2.3 million, respectively, and a decrease of $1.0 million and aan decreaseincrease of $1.0$1.3 million, respectively, for the six months ended June 30, 2026 and 2025, respectively, which hashave been recorded in the change in derivative liabilities fair value in the condensed consolidated statement of operations. The fair value of the March 2023 Warrants at MarchJune 31,30, 2026 and December 31, 2025 was zero and $2.2$2.6 million, respectively.

For the three and six months ended MarchJune 31,30, 2025, we incurred $0.4 million and $0.7 million, respectively, of interest expense from the amortization of the debt discount, and $27,386 and $54,471 of interest from the fee amortization, which has been recorded in interest expense on the condensed consolidated statements of operations.

As of December 31, 2025, there were 1,505,689 December 2023 Warrants outstanding. During the threesix months ended MarchJune 31,30, 2026, holders of the December 2023 Warrants exercised an aggregate of 140,442 warrants with exercise price of $1.23 for a total purchase price of $172,744. As of MarchJune 31,30, 2026, there were 1,365,247 December 2023 Warrants outstanding, which wereare recognized at fair value and recorded as derivative liability within the condensed consolidated balance sheet.

The change in fair value of the December 2023 Warrants for the three months ended MarchJune 31,30, 2026 and 2025 was a decrease of $1.7$0.1 million and an increase of $1.2 million, respectively, and a decrease of $0.4$1.8 million and an increase of $0.8 million, respectively for the six months ended June 30, 2026 and 2025, respectively, which has been recorded in the change in derivative liabilities fair value in the condensed consolidated statement of operations. The fair value of the December 2023 Warrants at MarchJune 31,30, 2026 and December 31, 2025, was $0.3$0.2 million and $2.1$1.6 million, respectively.

For the three and six months ended MarchJune 31,30, 2025, we recorded $0.1 million and $0.2 million of interest expense from the amortization of the debt discount and $10,154$10,267 and $20,422 of interest from the fee amortization which has been recorded in interest expense on the condensed consolidated statements of operations.

The Company’s principal balance on the EIDL Loan was $0.2 million as of MarchJune 31,30, 2026 and December 31, 2025, and is recorded in Loans payable on the condensed consolidated balance sheets.