S-4 S-4 EX-FILING FEES 0000798528 ODYSSEY MARINE EXPLORATION INC N/A N/A 0000798528 2026-05-08 2026-05-08 0000798528 1 2026-05-08 2026-05-08 0000798528 2 2026-05-08 2026-05-08 0000798528 3 2026-05-08 2026-05-08 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-4

ODYSSEY MARINE EXPLORATION INC

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common Stock, par value $0.0001 per share Other 1,020,000,000 $ 1,193,400,000.00 0.0001381 $ 164,808.54
Fees to be Paid 2 Equity Preferred stock, par value $0,0001 per share Other 5,000,000 $ 0.00 0.0001381 $ 0.00
Fees to be Paid 3 Other Warrants to purchase common stock, par value $0.0001 per share Other 145,000,000 $ 0.00 0.0001381 $ 0.00
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 1,193,400,000.00

$ 164,808.54

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 164,808.54

Offering Note

1

Rule 457(f) Fee Calculation Details

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered an indeterminable number of additional securities as may be issued resulting from stock splits, stock dividends, anti-dilution provisions, or similar transactions. (2) Relates to shares of common stock, par value $0.0001 per share ("Odyssey Common Stock"), of Odyssey Marine Exploration, Inc. ("Odyssey") and warrants to purchase Odyssey Common Stock, in each case issuable in connection with the proposed merger (the "Merger") of Oceanus Merger Sub, Inc., a newly formed, wholly owned subsidiary of Odyssey, with and into American Ocean Minerals Corporation ("AOM"), consisting of shares of Odyssey Common Stock issuable (a) in exchange for shares of common stock, par value $0.0001 per share, of AOM, (b) upon conversion of preferred stock, par value $0.0001 per share ("Odyssey New Preferred Stock"), of Odyssey registered hereunder, (c) upon exercise of the warrants registered hereunder. The amount of the Odyssey Common Stock to be registered represents the estimated maximum number of shares of Odyssey Common Stock expected to be issued in connection with the Merger. (3) Calculated pursuant to Rule 457(f)(1) under the Securities Act, based on the average of the high and low prices of the Common Stock on the Nasdaq Capital Market on May 5, 2026 ($1.17 per share of the Common Stock).
Amount of Securities to be Received or Cancelled Value per Share of Securities to be Received or Cancelled Total Value of Securities to be Received or Cancelled Cash Consideration Received by the registrant Cash Consideration (Paid) by the registrant Maximum Aggregate Offering Price
1,020,000,000 $ 1.17 $ 1,193,400,000.00 $ 1,193,400,000.00

2

Rule 457(f) Fee Calculation Details

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered an indeterminable number of additional securities as may be issued resulting from stock splits, stock dividends, anti-dilution provisions, or similar transactions. (4) No separate registration fee is required for the Odyssey New Preferred Stock or warrants registered hereunder because such securities are being registered in connection with the underlying shares of common stock, and the registration fee for such underlying shares of common stock has been included in the calculation above. The filing fee for such securities is therefore included in the filing fee calculated with respect to the shares of common stock issuable upon conversion of the Odyssey New Preferred Stock and exercise of such warrants.
Amount of Securities to be Received or Cancelled Value per Share of Securities to be Received or Cancelled Total Value of Securities to be Received or Cancelled Cash Consideration Received by the registrant Cash Consideration (Paid) by the registrant Maximum Aggregate Offering Price
5,000,000 $ 0.00 $ 0.00 $ 0.00

3

Rule 457(f) Fee Calculation Details

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered an indeterminable number of additional securities as may be issued resulting from stock splits, stock dividends, anti-dilution provisions, or similar transactions. (4) No separate registration fee is required for the Odyssey New Preferred Stock or warrants registered hereunder because such securities are being registered in connection with the underlying shares of common stock, and the registration fee for such underlying shares of common stock has been included in the calculation above. The filing fee for such securities is therefore included in the filing fee calculated with respect to the shares of common stock issuable upon conversion of the Odyssey New Preferred Stock and exercise of such warrants.
Amount of Securities to be Received or Cancelled Value per Share of Securities to be Received or Cancelled Total Value of Securities to be Received or Cancelled Cash Consideration Received by the registrant Cash Consideration (Paid) by the registrant Maximum Aggregate Offering Price
145,000,000 $ 0.00 $ 0.00 $ 0.00

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date