Equibles

10-Q

Odyssey Health, Inc. (ODYY)

10-Q 2023-06-14 For: 2023-04-30
View Original
Added on April 07, 2026

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

Form 10-Q

_________________________________

(Mark One)

☒ QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2023

or

☐ TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            ..

Commission File No. 000-56196

____________________________________

Odyssey Health, Inc.

(Exact name of registrant as specified in itscharter)

____________________________________

Nevada 47-1022125
(State or other jurisdiction of<br><br> <br>incorporation or organization) (I.R.S. Employer<br><br> <br>Identification No.)

2300 West Sahara Avenue, Suite 800 - #4012,Las Vegas, NV 89102

(Address of principal executive offices, including zip code)

(702) 780-6559

(Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b)of the Act: None

Title of each Class Trading Symbol(s) Name of each exchange on which registered
N/A N/A N/A

Securities registered pursuant to Section 12(g)of the Act:

Title of each Class Trading Symbol Name of each exchange on which registered
Common Stock ($0.001 par value) ODYY OTC

Indicate by check 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 such filing requirements for the past 90 days.    Yes  ☒    No  ☐

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 such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer  ☐ Accelerated filer  ☐
Non-accelerated filer  ☒ Smaller reporting company ☒
Emerging 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

78,507,879

shares of common stock, par value $.001 per share, outstanding as of June 14, 2023

ODYSSEY HEALTH, INC.

FORM 10-Q

For the Quarter Ended April 30, 2023

INDEX

Page
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements 3
Consolidated Balance Sheets 3
Consolidated Statements of Operations and Comprehensive Loss 4
Consolidated Statements of Stockholders’ Deficit 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 15
Item 3 Quantitative and Qualitative Disclosures About Market Risk 20
Item 4 Controls and Procedures 20
PART II - OTHER INFORMATION
Item 1A Risk Factors 22
Item 6 Exhibits 22
Signatures 23 
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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Odyssey Health, Inc.

Consolidated Balance Sheets

(Unaudited)

July 31,
2022
Assets
Current assets:
Cash 1,234 $ 72,534
Research and development rebate due from Australian government 294,654 366,475
Prepaid expenses and other current assets 91,251 87,408
Total current assets 387,139 526,417
Intangible assets, net of accumulated amortization of 3,468 and 1,960 48,769 43,260
Total assets 435,908 $ 569,677
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable 1,913,679 $ 1,549,568
Accrued wages 1,162,844 896,700
Accrued interest 151,884 110,063
Asset purchase liability 1,125,026 1,125,026
Notes payable, officers and directors 125,000 125,000
Notes payable, net of unamortized beneficial conversion feature, debt discount and closing costs of 327,294 and 48,063 1,777,706 1,406,937
Total current liabilities 6,256,139 5,213,294
Commitments and contingencies (Note 4) – –
Stockholders' deficit:
Preferred stock, 0.001 par value, 100,000,000 shares authorized, no shares issued or outstanding – –
Common stock, 0.001 par value, 500,000,000 shares authorized, 78,107,879 and 77,860,563 shares issued and outstanding 78,108 77,861
Additional paid-in-capital 53,385,027 49,456,476
Accumulated deficit (59,283,366 ) (54,177,954 )
Total stockholders' deficit (5,820,231 ) (4,643,617 )
Total liabilities and stockholders' deficit 435,908 $ 569,677

All values are in US Dollars.

The accompanying notes are an integral partof these consolidated financial statements.

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Odyssey Health, Inc.

Consolidated Statements of Operations and ComprehensiveLoss

(Unaudited)

For the Three Months Ended<br> <br>April 30, For the Nine Months Ended<br> <br>April 30,
2023 2022 2023 2022
In-process research and development expense $ – $ – $ 170,000 $ –
Research and development expense 35,040 63,139 393,144 846,366
General and administrative expense 1,059,570 2,803,397 4,095,763 5,425,523
Loss from operations (1,094,610 ) (2,866,536 ) (4,658,907 ) (6,271,889 )
Interest expense (189,415 ) (232,686 ) (454,907 ) (658,395 )
Other income (expense), net (79 ) (49 ) 8,402 492,026
Net loss and comprehensive loss $ (1,284,104 ) $ (3,099,271 ) $ (5,105,412 ) $ (6,438,258 )
Basic net loss per share $ (0.02 ) $ (0.04 ) $ (0.06 ) $ (0.07 )
Diluted net loss per share $ (0.02 ) $ (0.04 ) $ (0.06 ) $ (0.07 )
Shares used for basic net loss per share 83,162,747 83,948,500 81,835,188 88,843,353
Shares used for diluted net loss per share 83,162,747 83,948,500 81,835,188 88,843,353

The accompanying notes are an integral partof these consolidated financial statements.

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Odyssey Health, Inc.

Consolidated Statements of Stockholders' Deficit

(Unaudited)

**** Shares **** Dollars **** Additional<br><br> <br>Paid-In Capital Accumulated Deficit **** **** Total Equity (Deficit) ****
Balances, July 31, 2022 77,860,563 $ 77,861 $ 49,456,476 $ (54,177,954 ) $ (4,643,617 )
Stock-based compensation 1,800,000 1,800 1,166,890 – 1,168,690
Common stock issued in equity financings 1,133,591 1,134 239,576 – 240,710
Return of reserved shares (8,800,000 ) (8,800 ) 8,800 – –
Net loss – – – (2,149,580 ) (2,149,580 )
Balances, October 31, 2022 71,994,154 71,995 50,871,742 (56,327,534 ) (5,383,797 )
Stock-based compensation – – 659,846 – 659,846
Common stock issued in debt financing 213,725 213 13,230 – 13,443
Warrants issued in debt financing – – 345,135 – 345,135
Common stock issued in equity financings 1,100,000 1,100 199,220 – 200,320
Common stock issued in conversion of debt 1,500,000 1,500 298,500 – 300,000
Common stock issued in option purchase agreement 1,000,000 1,000 169,000 – 170,000
Net loss – – – (1,671,728 ) (1,671,728 )
Balances, January 31, 2023 75,807,879 75,808 52,556,673 (57,999,262 ) (5,366,781 )
Stock-based compensation 500,000 500 598,464 – 598,964
Common stock issued in equity financings 1,300,000 1,300 130,390 – 131,690
Common stock issued in conversion of debt 500,000 500 99,500 – 100,000
Net loss – – – (1,284,104 ) (1,284,104 )
Balances, April 30, 2023 78,107,879 $ 78,108 $ 53,385,027 $ (59,283,366 ) $ (5,820,231 )
**** Shares **** Dollars **** Additional<br><br> <br>Paid-In Capital **** Accumulated Deficit **** **** Total Equity (Deficit) ****
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Balances, July 31, 2021 87,191,168 $ 87,191 $ 42,879,278 $ (45,733,823 ) $ (2,767,354 )
Stock-based compensation – – 533,105 – 533,105
Common stock issued in debt financing 200,000 200 17,518 – 17,718
Common stock issued in equity financings 3,974,482 3,974 863,061 – 867,035
Return of reserved shares (350,000 ) (350 ) 350 – –
Net loss – – – (1,646,274 ) (1,646,274 )
Balances, October 31, 2021 91,015,650 91,016 44,293,312 (47,380,097 ) (2,995,769 )
Stock-based compensation – – 511,310 – 511,310
Return of reserved shares (8,309,578 ) (8,309 ) 8,309 – –
Net loss – – – (1,692,713 ) (1,692,713 )
Balances, January 31, 2022 82,706,072 $ 82,707 $ 44,812,931 $ (49,072,810 ) $ (4,177,172 )
Stock-based compensation – – 430,726 – 430,726
Common stock issue in connection with Prevacus milestone 1,000,000 1,000 (1,000 ) – –
Common stock issued in for consulting services 3,000,000 3,000 1,607,000 – 1,610,000
Vesting of RSUs 500,000 500 (500 ) – –
Common stock issued in debt financing 100,000 100 50,900 – 51,000
Common stock issued in equity financings 3,070,800 3,071 1,101,910 – 1,104,981
Return of shares to treasury (7,500,000 ) (7,500 ) 7,500 – –
Net loss – – – (3,099,271 ) (3,099,271 )
Balances, April 30, 2022 82,876,872 $ 82,878 $ 48,009,467 $ (52,172,081 ) $ (4,079,736 )

The accompanying notes are an integral partof these consolidated financial statements.

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Odyssey Health, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

For the Nine Months Ended April 30,
2023 2022
Cash flows from operating activities:
Net loss $ (5,105,412 ) $ (6,438,258 )
Adjustments to reconcile net loss to net cash flows used in operating activities:
Amortization 2,529 1,620
Stock-based compensation 2,427,500 3,085,141
Amortization of beneficial conversion feature, debt discount and closing costs 410,479 555,884
In-process research and development 170,000 –
Asset purchase liability – (1,936 )
Changes in operating assets and liabilities:
Increase in prepaid expenses and other current assets (3,843 ) (255,255 )
Decrease research and development rebate due from Australian government 71,821 –
Increase (decrease) in accounts payable 364,111 (166,826 )
Increase in accrued wages 266,144 563,733
Increase in accrued interest 41,821 101,086
Net cash used in operating activities (1,354,850 ) (2,554,811 )
Cash flows from investing activities:
Purchase of patents (8,038 ) (45,220 )
Net cash used in investing activities (8,038 ) (45,220 )
Cash flows from financing activities:
Proceeds from notes payable 830,400 375,000
Principal payments made on notes payable (35,000 ) (37,269 )
Financing closing costs paid with cash (76,532 ) –
Proceeds from equity financing 572,720 1,972,016
Net cash provided by financing activities 1,291,588 2,309,747
Decrease in cash (71,300 ) (290,284 )
Cash:
Beginning of period 72,534 556,584
End of period $ 1,234 $ 266,300
Supplemental disclosure of cash and non-cash information:
Cash paid for interest $ – $ 954
Common stock issued for debt financing commitment shares – 68,718
Common stock issued in conversion of debt 400,000 –
Increase in principal of notes payable 185,000 –
Shares returned to treasury 8,800 –
Original issue discount on debt 69,600 –
Stock issued in exchange for closing costs 13,443 –
Warrants issued in connection with debt financing 345,135 –
Common stock issued in option purchase agreement 170,000 –

The accompanying notes are an integral partof these consolidated financial statements.

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Odyssey Health, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1.       Basis of Presentation,Nature of Operations and Going Concern

Basis of Presentation

The accompanying financial information of Odyssey Health, Inc, formerly known as Odyssey Group International, Inc. (“Odyssey”) and our wholly-owned subsidiary Odyssey Group International Australia, Pty Ltd, is unaudited and has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated. However, such information reflects all adjustments, consisting only of normal recurring adjustments unless otherwise noted, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of July 31, 2022 is derived from our 2022 Annual Report on Form 10-K. The financial statements included herein should be read in conjunction with the financial statements and the notes thereto included in our 2022 Annual Report on Form 10-K filed with the SEC on October 31, 2022. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

Significant Accounting Policies

Our significant accounting policies have not changed during the nine months ended April 30, 2023, from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2022.

Nature of Operations

Our business model is to develop or acquire unique medical-related products, engage third parties to manufacture such products and then distribute the products through various distribution channels, including third parties. We are developing potentially life-saving technologies: the CardioMap® heart monitoring and screening device, the Save A Life choking rescue device, a unique neurosteroid drug compound intended to treat concussions, and a unique drug compound to treat rare brain disorders in partnership with Prevacus, Inc. To date, none of our product candidates has received regulatory clearance or approval for commercial sale.

We plan to license, improve, and develop our products and identify and select distribution channels. We intend to establish agreements with distributors to get products to market quickly and undertake and engage in our own direct marketing efforts. We will determine the most effective distribution method for each unique product that we include in our portfolio. We will engage third-party research and development firms who specialize in the creating of our products to assist us in the developing our own products, and we will apply for trademarks and patents once we have developed proprietary products.

We are not currently selling or marketing any products, as our products are in development and Food and Drug Administration ("FDA") clearance or approval to market our products will be required in order to sell in the United States.

Going Concern

We did not recognize any revenues for the year

ended July 31, 2022, or the nine months ended April 30, 2023, and we had an accumulated deficit of $59,283,366 as of April 30, 2023. For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations. Cash available at April 30, 2023, of $1,234 will not provide enough working capital to meet our current operating expenses through June 14, 2024.

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The operating deficit indicates substantial doubt about our ability to continue as a going concern. Our continued existence depends on the success of our efforts to raise additional capital necessary to meet our obligations as they come due and to obtain sufficient capital to execute our business plan. We may obtain capital primarily through issuances of debt or equity or entering into collaborative arrangements with corporate partners. There can be no assurance that we will be successful in completing additional financing or collaboration transactions or, if financing is available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we may be required to further scale down or perhaps even cease operations.

The issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments. Our financial statements do not include adjustments that might result from the outcome of this uncertainty.

If we are unable to raise additional capital by June 14, 2024, we will adjust our business plan. Due to the unknown and volatile nature of the stock price and trading volume of our common stock, it is difficult to predict the timing and amount of availability pursuant to our equity line of credit with Lincoln Park Capital Fund, LLC (“LPC”). Due to the limitations in the equity line of credit, we may need to do one or more of the following during the fourth quarter of 2023; secure additional debt financing, secure additional equity financing, secure a strategic partner, reduce our operating expenditures, or seek bankruptcy protection. Given our recurring losses, negative cash flow, and accumulated deficit, there is substantial doubt about our ability to continue as a going concern.

Note 2.       New AccountingPronouncement

ASU 2020-06

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40),” which simplifies the accounting for convertible instruments, reduces complexity for preparers and practitioners and improves the decision usefulness and relevance of the information provided to financial statement users. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. We have not yet determined the impact of adopting this standard on our financial position, results of operations or cash flows.

Note 3.       IntangibleAssets

Intangible assets consisted of costs related to a patent for our concussion drug device combination.

Amortization expense was as follows:

Schedule of amortization expense
Three Months Ended April 30, Nine Months Ended April 30,
2023 2022 2023 2022
Amortization expense $ 1,022 $ 892 $ 2,529 $ 1,620

Future amortization of intangible assets is as follows:

Schedule of future amortization of intangible assets
Remainder of fiscal 2023 $ 889
Fiscal 2024 3,550
Fiscal 2025 3,550
Fiscal 2026 3,550
Fiscal 2027 3,550
Thereafter 33,680
Total amortization expense $ 48,769 
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Note 4.       FairValue

The fair value of financial assets and liabilities are determined utilizing a three-level framework as follows:

Level 1 – Observable inputs, such as unadjusted quoted prices in active markets, for substantially identical assets and liabilities.

Level 2 – Observable inputs other than quoted prices within Level 1 for similar assets and liabilities. These include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. If the asset or liability has a specified or contractual term, the input must be observable for substantially the full term of the asset or liability.

Level 3 – Unobservable inputs that are supported by little or no market activity, generally requiring a significant amount of judgment by management.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Further, although we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

We did not have any transfers of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2 or Level 3 during the nine months ended April 30, 2023, or the year ended July 31, 2022.

The carrying values of cash, prepaid expenses, accounts payable and accrued wages approximate their fair value due to their short maturities.

No changes were made to our valuation techniques during the quarter ended April 30, 2023.

Contingent Liabilities

At April 30, 2023 and July 31, 2022, we had contingent consideration related to the acquisition of intellectual property, know-how and patents for an anti-choking, life-saving medical device in fiscal 2019. According to the agreement, we will make a one-time cash payment totaling $250,000 upon FDA clearance of the device. The fair value of the contingent consideration is reviewed quarterly and determined based on the current status of the project (Level 3). We determined the value was zero as of both April 30, 2023 and July 31, 2022, since it is not yet probable that we will file for FDA clearance.

We also had contingent consideration at April 30, 2023 and July 31, 2022 related to milestones in our Asset Purchase Agreement with Prevacus, Inc. The fair value of the contingent consideration is reviewed quarterly and determined based on the current status of the project (Level 3). Based on these reviews, the fair value of the contingent consideration was determined to be zero as of both April 30, 2023 and July 31, 2022, as it is not yet probable that any of the milestones will be met.

Fixed-Rate Debt

We have fixed-rate debt that is reported on our accompanying consolidated balance sheets at carrying value less unamortized debt discount and closing costs. The fair value of our fixed rate debt was calculated using a discounted cash flow methodology with estimated current interest rates based on similar risk profile and duration (Level 2). The carrying value, excluding unamortized debt discount and debt issuance costs, and the fair value of our fixed-rate long-term debt were as follows:

Schedule of fixed-rate debt
April 30,<br> <br>2023 July 31,<br> <br>2022
Carrying value $ 2,230,000 $ 1,580,000
Fair value $ 2,230,000 $ 1,580,000 
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Note 5.       Debt

Promissory Note

On September 21, 2022, we entered into a promissory

note for $30,000 with a consultant for investor relations services with an interest rate of 8% per annum and a due date of December 31, 2022.

On December 30, 2022,

this promissory note was amended to extend the maturity date to January 31, 2023. On January 31, 2023, the note was extended to June 30, 2023. As consideration, the consultant was granted a five-year stock option for 50,000 shares of common stock at $0.17 per share. All other terms and conditions remain the same.

LGH Investments, LLC

On September 29, 2022, we entered into Amendment

No. 3 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH Investments, LLC (“LGH”). Pursuant to Amendment No. 3, the maturity date of the note was extended to December 31, 2022. As consideration, $115,000 was added to the principal amount outstanding and is being amortized as interest expense over the remaining term of the Note. All other terms and conditions remain the same.

On November 10, 2022, LGH provided notice to convert

$300,000 of their outstanding convertible note into 1,500,000 shares of our common stock at $0.20 per share.

On December 29, 2022, we entered into Amendment No. 4 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH. Pursuant to the Amendment No. 4, the maturity date of the note was extended to March 31, 2023. As consideration, we paid $35,000 towards the principal amount outstanding and $50,000 was added to the principal amount outstanding. All other terms and conditions remain the same.

On March 31, 2023, we entered into Amendment No. 5 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH. Pursuant to the Amendment No. 5, the maturity date of the note was extended to June 30, 2023. As consideration, $20,000 was added to the principal amount outstanding. All other terms and conditions remain the same. Subsequent to Amendment No. 5 and the conversion, $1,030,000 remained outstanding on the convertible note.

Tysadco Partners, LLC/ClearThink CapitalPartners, LLC

On March 14, 2023, we entered into a Second Amendment to the Convertible Promissory Note (the “Second Amendment”) to the Securities Purchase Agreement dated August 29, 2021, with Tysadco Partners, LLC (“Tysadco”). Pursuant to the Second Amendment, the parties agreed to extend the maturity date of the note to December 31, 2023. As consideration, the conversion price was amended to $0.20 per share from $0.30 per share and, upon execution, we converted $100,000 of the note into 500,000 shares of our common stock. Subsequent to this conversion, $175,000 remained outstanding on the note. In addition, Tysadco assigned this note to ClearThink Capital Partners, LLC.

Directors and Officers Promissory Note Amendments

On March 31, 2023, we entered into five Promissory Note Amendments, to the Promissory Notes entered into December 21, 2021 and December 22, 2021, and as amended April 20, 2022, June 3, 2022, September 30, 2022 and December 31, 2022, with three directors and two officers to extend the maturity date to June 30, 2023. All other terms and conditions remain the same.

Mast Hill Fund L.P.

On December 13, 2022, we entered into a Securities

Purchase Agreement (the “SPA”) with Mast Hill Fund, L.P. (“Mast Hill”). Pursuant to the SPA, we sold Mast Hill (i) an $870,000 face value, one-year, 10% per annum Promissory Note convertible into shares of our common stock at $0.12 per share, (ii) a five-year share purchase warrant entitling Mast Hill to acquire 2,000,000 shares of our common stock at $0.20 per share (the “Warrant”), and (iii) a five-year warrant for 4,000,000 shares of our common stock at $0.20 per share issuable in the event of default. Net proceeds after original discount, fees, and expenses, was $723,868. Pursuant to our agreement with Mast Hill, we are required to notify Mast Hill of any draws on the LPC equity line of credit and at their request remit 30% of the proceeds. In connection with the Mast Hill agreement, we issued Carter Terry & Company, Inc. 213,725 shares of our common stock valued at $13,443.

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Notes Payable

The following notes payable were outstanding:

Schedule of Notes Payable
July 31,<br> <br>2022
Convertible note issued to LGH due June 30, 2023, with a flat interest rate of 8.0% of the original principal of 1,050,000 and convertible at 0.20 per share 1,030,000 $ 1,180,000
Promissory notes issued to officers and directors due June 30, 2023 with a fixed interest rate of 8.0% per annum (see Note 10) 125,000 125,000
Promissory note with an interest rate of 8% per annum due June 30, 2023 30,000 –
Tysadco convertible promissory note payable due December 31, 2023, with a flat interest rate of 8.0% of the original principal of 250,000 and convertible at 0.20 per share 175,000 275,000
Mast Hill convertible promissory note due December 13, 2023 with a fixed interest rate of 10% per annum and convertible at 0.12 per share 870,000 –
2,230,000 1,580,000
Unamortized debt discount and closing costs (327,294 ) (48,063 )
1,902,706 $ 1,531,937

All values are in US Dollars.

Note 6.       Stock-BasedCompensation

2021 Omnibus Stock Incentive Plan

At April 30, 2023, 20,000,000

shares of our common stock were reserved for issuance pursuant to the 2021 Plan and no remaining shares are available for future awards. 700,000 shares have been granted outside the plan.

Stock Options

Stock option activity during the nine months ended April 30, 2023 was as follows:

Schedule of stock option activity
Number of Weighted Average
Options Exercise Price
Options outstanding at July 31, 2022 6,645,000 $ 0.46
Options granted 5,450,000 0.25
Options expired or canceled (1,275,000 ) 0.39
Options outstanding at April 30, 2023 10,820,000 $ 0.36

Criteria used for determining the Black-Scholes value of options granted during the nine months ended April 30, 2023 were as follows:

Schedule of assumptions
Expected stock price volatility 145% - 151%
Risk free interest rate 2.97% - 4.25%
Expected life of options (years) 5.0 – 10.0
Expected dividend yield – 
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Restricted Stock Units (“RSUs”)

RSU activity during the nine months ended April 30, 2023 was as follows:

Schedule of RSU activity
Number of Weighted Average
RSUs Exercise Price
RSUs outstanding at July 31, 2022 2,189,695 $ 0.23
RSU issued 2,800,000 0.30
RSUs vested (500,807 ) 0.60
RSUs forfeited (1,000,000 ) 1.10
RSUs outstanding at April 30, 2023 3,488,888 $ 0.26

Warrants

Warrant activity during the nine months ended April 30, 2023 was as follows:

Schedule of warrant activity
Number of<br> <br>Warrants Weighted Average Exercise Price
Warrants outstanding at July 31, 2022 7,558,607 $ 0.69
Warrants issued 6,000,000 0.20
Warrants outstanding at April 30, 2023 13,558,607 $ 0.47

Unrecognized Compensation Costs

At April 30, 2023, we had unrecognized stock-based

compensation of $1,742,045, which will be recognized over the weighted average remaining vesting period of 0.78 years.

Note 7. Research and Development Rebate

We incurred expenses related to our Phase I clinical trial of our concussion drug device combination that are eligible for the Australian research and development rebate which were recorded as an offset to research and development expense as follows:

Schedule of research and development expense
Three Months Ended<br><br><br><br>April 30, Nine Months Ended<br><br><br><br>April 30,
2023 2022 2023 2022
Research and development expense offset $ 16,999 $ 192,001 $ 340,262 $ 467,113 
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Note 8.       Net Loss Per Share

Basic and diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Potentially dilutive common stock and common stock equivalents, including stock options, RSUs and warrants are excluded as they would be anti-dilutive.

The following anti-dilutive securities were excluded from the calculations of diluted net loss per share:

Schedule of anti-dilutive shares
Nine Months Ended April 30,
2023 2022
Options to purchase common stock 10,820,000 2,275,000
Shares issuable upon conversion of convertible notes and related accrued interest 14,520,000 2,326,000
Warrants to purchase common stock 13,558,607 6,356,066
Restricted stock units 3,488,888 3,103,876
Total potentially dilutive securities 42,387,495 14,060,942

Note 9.       CommonStock

Reverse Split

At our annual stockholder meeting held on January 12, 2023, the stockholders approved the proposal that granted the Board discretionary authority to amend our Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of our common stock in a range of not less than two shares and not more than 200 shares at any time on or before December 31, 2023. As determined by our Board, such stock split could be effected at a time and choosing of the Board. The amendment did not change the number of authorized shares of common stock or preferred stock or the relative voting power of our stockholders. The number of authorized shares will not be reduced. The number of authorized but unissued shares of our common stock will materially increase and will be available for re-issuance. We reserve the right not to effect any reverse stock split if the Board does not deem it to be in the best interests of our stockholders and the Board's decision as to whether and when to effect the reverse stock split will be based on a number of factors, including prevailing market conditions, existing and expected trading prices for our common stock, actual or forecasted results of operations, and the likely effect of such results on the market price of our common stock.

Common Stock for Services

In September and October 2022 and March 2023,

in connection with entering into consulting agreements, we issued consultants 2,300,000 restricted shares of our common stock valued at an average price of $0.19 per share for a total value of $433,800 which was included in general and administrative expense in the quarter ended April 30, 2023.

Returned Shares

In September and October 2022, two shareholders

returned at total of 8,800,000 shares of our common stock valued at $8,800 to treasury and all rights, title and interest in the shares were relinquished.

Lincoln Park

Pursuant to the LPC Purchase Agreement, LPC purchased

3,533,591 shares at an average price of $0.16 per share for total proceeds to us of $572,720 during the nine months ended April 30, 2023. As of April 30, 2023, there was $7,657,014 of remaining purchase availability related to the LPC Purchase Agreement.

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Prevacus Option Agreement

On November 21,

2022, we entered into an Option to Purchase Intellectual Property Agreement (the “Option Agreement”) with Prevacus, Inc. Subject to the terms and conditions of the Option Agreement, Prevacus granted us the right to purchase 100% of the intellectual assets at any time within 180 days of the effective date. We have the option to purchase and acquire from Prevacus, free and clear of all encumbrances, 100% of Prevacus’ right, title, and interest in the worldwide and USPTO Patents to PRV-001 and one Enantiomer. If we choose to exercise the option on either of the assets, we will complete the purchase within 90 days of exercising the option. As consideration, we issued Prevacus 1,000,000 shares of our common stock at $0.17 per share for a total value of $170,000 which was expensed as In-process research and development expense in the nine months ended April 30, 2023. The Parties agree that the compensation Odyssey will pay to Prevacus for 100% of PRV-001 will be 2,000,000 shares of our common stock and the consideration for the enantiomer will be 1,000,000 shares of our common stock. The total purchase price will be net of any equity paid to purchase the Option.

Common Stock Issuedin Connection with Debt Financings

As discussed above in Note 5, we issued the following shares of our common stock in connection with debt financings during the nine months ended April 30, 2023:

· 213,725 shares with a value of $13,443 issued<br>to Carter Terry & Company, Inc. in connection with Mast Hill Fund, L.P. financing;
· 1,500,000 shares upon the conversion by LGH of<br>$300,000 of their outstanding convertible note; and
· 500,000 shares upon the conversion by Tysadco<br>of $100,000 of their outstanding convertible note.

10.        Related Party Transactions

Due to Officers

The following amounts were due to officers for reimbursement of expenses and were included in accounts payable within the accompanying consolidated balance sheets:

Schedule of related party payables
April 30,<br> <br>2023 July 31,<br> <br>2022
Joseph M. Redmond, CEO $ 9,919 $ 2,642
Christine Farrell, CFO 7,933 745
$ 17,852 $ 3,387

The amount of unpaid salary and bonus due to our officers was included in accrued wages within the accompanying consolidated balance sheets and was as follows:

Schedule of accrued wages
April 30,<br> <br>2023 July 31,<br> <br>2022
Joseph M. Redmond, CEO $ 835,308 $ 696,154
Christine Farrell, CFO 201,925 124,617
$ 1,037,233 $ 820,771

Promissory Notes

In December 2021, we entered into a total of five promissory notes with three of our directors and two officers. Mr. Joseph Michael Redmond, President and Chief Executive Officer, Ms. Christine M. Farrell, Chief Financial Officer, Mr. Jerome H. Casey, Director, Mr. John P. Gandolfo, Director, and Mr. Ricky W. Richardson, Director, each loaned us $

25,000

for total proceeds of $125,000. These notes bear interest at 8% per annum and are due June 30, 2023.

Note 11.       Subsequent Events

On June 9, 2023, we entered into Amendment No. 2 to our $30,000 promissory note with a consultant in which we converted the loan into 300,000 shares of our common stock with a value of $36,000.

On June 13, 2023, we entered into Amendment No. 1 to the Promissory Note (the “Amendment”) to the Securities Purchase Agreement dated December 13, 2022, with Mast Hill Fund L.P. Pursuant to the Amendment we (i) increased the principal balance by $50,0000 to a total of $920,000, (ii) issued a common stock purchase warrant to Mast Hill Fund L.P. for the purchase of 1,000,000 shares of our common stock at $0.20 per share, (iii) extended the maturity dated to June 13, 2024, (iv) extended the amortization payments, and (v) changed the terms of the repayment from proceeds from other sources.

Subsequent to April 30, 2023 and through June 14, 2023, we sold 100,000 shares of our common stock to LPC for total proceeds of $7,500. As of June 14, 2023, LPC had purchased a total of 7,382,518 shares of our common stock for total proceeds of $2,600,486 and the remaining purchase availability was $7,649,514 and the remaining shares available were 11,888,846.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical fact, included in this report regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management are forward-looking statements. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that the expectations underlying our forward-looking statements are reasonable, these expectations may prove to be incorrect, and all of these statements are subject to risks and uncertainties. Therefore, you should not place undue reliance on our forward-looking statements.

Many possible events or factors could affect our future financial results and performance and could cause actual results or performance to differ materially from those expressed, including those risks and uncertainties described in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended July 31, 2022 (“2022 Annual Report”) and those described from time to time in our future reports filed with the Securities and Exchange Commission (the “SEC”). We believe these risks and uncertainties could cause actual results or events to differ materially from the forward-looking statements that we make. Should one or more of these risks and uncertainties materialize, or should underlying assumptions, projections or expectations prove incorrect, actual results, performance, or financial condition may vary materially and adversely from those anticipated, estimated or expected. Our forward-looking statements do not reflect the potential impact of future acquisitions, mergers, dispositions, joint ventures or investments that we may make. We do not assume any obligation to update any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law. In the light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements.

Overview

Our business model is to develop or acquire unique medical related products, engage third parties to manufacture such products and then distribute the products through various distribution channels, including third parties. We plan to develop potentially life-saving technologies: the CardioMap® heart monitoring and screening device, the Save A Life choking rescue device, a unique neurosteroid drug compound intended to treat concussions and a unique drug compound to treat rare brain disorders in partnership with Prevacus, Inc. To date, none of our product candidates has received regulatory clearance or approval for commercial sale.

We plan to license, improve, and develop our products and identify and select distribution channels. We intend to establish agreements with distributors to get products to market quickly, and undertake and engage in direct marketing efforts effort as we move closer to regulatory approvals. We will determine the most effective distribution method for each unique product we include in our portfolio. We will engage third-party research and development firms who specialize in creating products to assist us in developing our own products, and we will apply for trademarks and patents once we have developed proprietary products.

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Recent Funding

Mast Hill Fund L.P.

On December 13, 2022, we entered into a Securities Purchase Agreement (the “SPA”) with Mast Hill Fund, L.P. (“Mast Hill”). Pursuant to the SPA, we sold Mast Hill (i) an $870,000 face value, one-year, 10% per annum Promissory Note convertible into shares of our common stock at $0.12 per share, (ii) a five-year share purchase warrant entitling Mast Hill to acquire 2,000,000 shares of our common stock at $0.20 per share (the “Warrant”), and (iii) a five-year warrant for 4,000,000 shares of our common stock at $0.20 per share issuable in the event of default. Net proceeds after original discount, fees and expenses, was $723,868.

LPC Purchase Agreement Draws

During the nine months ended April 30, 2023, LPC purchased a total of 3,533,591 shares of our common stock for total proceeds of $572,720 pursuant to the August 14, 2020, LPC Purchase Agreement. As of April 30, 2023, LPC had purchased a total of 7,282,518 shares of our common stock for total proceeds of $2,592,986 and the remaining purchase availability was $7,657,014 and the remaining shares available were 11,988,846.

Promissory Note

On September 21, 2022, we entered into a promissory note for $30,000 with a consultant for investor relations services with an interest rate of 8% per annum and a due date of December 31, 2022. The promissory note was amended on December 30, 2022, to extend the maturity date to January 31, 2023. On January 31, 2023, the note was extended to June 30, 2023.

Going Concern

See Note 1 of Notes to Financial Statements.

Significant Accounting Policies and Use ofEstimates

During the nine months ended April 30, 2023, there were no significant changes to our significant accounting policies and estimates are described in Note 2. Summary of Significant AccountingPolicies included in Part II, Item 8. of our Annual Report on Form 10-K for the year ended July 31, 2022, filed with the Securities and Exchange Commission on October 31, 2022.

Results of Operations

We do not currently sell or market any products and did not have any revenue in the three or nine month periods ended April 30, 2023 or 2022. We will commence actively marketing products after the products and drugs in development have been FDA cleared or approved, but there can be no assurance, however, that we will be successful in obtaining FDA clearance or approval for our products.

Three Months Ended April 30, %
2023 2022 Change Change
In-process research and development expense $ – $ – –
Research and development expense 35,040 63,139 ) (44.5% )
General and administrative expense 1,059,570 2,803,397 ) (62.2% )
Loss from operations (1,094,610 ) (2,866,536 ) ) (61.8% )
Interest expense (189,415 ) (232,686 ) (18.6% )
Other expense, net (79 ) (49 ) ) 61.2%
Net loss $ (1,284,104 ) $ (3,099,271 ) ) (58.6% )
Basic and diluted net loss per share $ (0.02 ) $ (0.04 ) ) (50.0% )

All values are in US Dollars.

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| --- | | | Nine Months Ended April 30, | | | | | | | | % | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2023 | | | 2022 | | | Change | | Change | | | | In-process research and development expense | $ | 170,000 | | $ | – | | | | | 100.00% | | | Research and development expense | | 393,144 | | | 846,366 | | | ) | | (53.6% | ) | | General and administrative expense | | 4,095,763 | | | 5,425,523 | | | ) | | (24.5% | ) | | Loss from operations | | (4,658,907 | ) | | (6,271,889 | ) | | ) | | (25.7% | ) | | Interest expense | | (454,907 | ) | | (658,395 | ) | | ) | | (30.9% | ) | | Other income, net | | 8,402 | | | 492,026 | | | ) | | (98.3% | ) | | Net loss | $ | (5,105,412 | ) | $ | (6,438,258 | ) | | ) | | (20.7% | ) | | Basic and diluted net loss per share | $ | (0.06 | ) | $ | (0.07 | ) | | ) | | (14.3% | ) |

All values are in US Dollars.

In-Process Research and Development

In-process research and development in the nine-month period ended April 30, 2023 relates to the value of the 1,000,000 shares of our Common Stock with a value of $0.17 per share issued to Prevacus in connection with the November 2022 Option Agreement. See Note 9.

Research and Development Expense

Our Research and development expense includes expenses related to our current projects, including, clinical research, design and manufacturing, formulation, regulatory and consultants.

The decreases in Research and development expense were due to the following:

Three months ended<br><br> <br>April 30, 2023<br><br> <br>compared to<br><br> <br>three months ended<br><br> <br>April 30, 2022 Nine months ended<br><br> <br>April 30, 2023<br><br> <br>compared to<br><br> <br>nine months ended<br><br> <br>April 30, 2022
Increase (decrease) in:
Consultants $ (2,640 ) $ (115,198 )
Drug development – (480,752 )
Phase I clinical trial (177,530 ) 250,486
Australian research and development rebate 175,001 126,850
Prototype phase (20,155 ) (222,609 )
Regulatory (2,775 ) (11,999 )
$ (28,099 ) $ (453,222 )

The decreases in drug development, consultants and prototype phase were the result of the completion of the development of the concussion drug in the fourth quarter of fiscal 2022. The decrease in Phase I clinical trial costs in the three months ended April 30, 2023, as compared to the decrease in the nine months ended April 30, 2023, was the result of the completion of dosing patients in the Phase I clinical trial of our concussion drug device trial in first quarter of fiscal 2023.

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General and Administrative Expense

Our General and administrative expense includes salaries and related benefits for employees in finance, accounting, sales, administrative, and research and development activities, as well as stock-based compensation, costs related to maintaining compliance as a public company and legal and professional fees.

The changes in General and administrative expense were due to the following:

Three months ended<br><br> <br>April 30, 2023<br><br> <br>compared to<br><br> <br>three months ended<br><br> <br>April 30, 2022 Nine months ended<br><br> <br>April 30, 2023<br><br> <br>compared to<br><br> <br>nine months ended<br><br> <br>April 30, 2022
Increase (decrease) in:
Board and stock expense $ 123,238 $ 518,491
Business development and investor relations (1,759,938 ) (1,305,474 )
Consulting fees 13,125 60,300
Financing fees (163,494 ) (193,607 )
Legal and professional fees 21,187 (44,475 )
Wages 19,028 (376,156 )
Other 3,027 11,161
$ (1,743,827 ) $ (1,329,760 )

The board and stock expense increases were due to the vesting of restricted stock units. The decreases in business development and investor relations were a result of decreased activities related to business development. The decrease in wages in the nine-month period was due to the $400,000 bonus granted to our executive officers in January 2022.

Interest Expense

Interest expense includes interest on debt outstanding, as well as the amortization of unamortized debt issuance costs and debt closing costs. Certain information regarding debt outstanding was as follows:

Three Months Ended April 30, Nine Months Ended April 30,
2023 2022 2023 2022
Weighted average debt outstanding $ 2,263,933 $ 1,630,618 $ 1,937,564 $ 1,401,545
Weighted average interest rate 5.7% 12.3% 7.8% 11.2%

The increases in the weighted average debt outstanding were due to the addition of principal to both the LGH and Tysadco notes in exchange for extending the maturity date of the notes. In addition, we issued a $30,000 promissory note during the first quarter of fiscal 2023 and an $870,000 promissory note during the second quarter of fiscal 2023.

The weighted average interest rate decreased due to the extension of maturity dates on the LGH and Tysadco notes that have flat interest rates.

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Other Income, net

Other income, net in the nine months ended April 30, 2022, included a donation in the amount of $500,000 in partnership with the Erase PTSD Now organization and the Glenn Greenberg and Linda Vester Foundation. Other income, net in all periods includes foreign exchange gains and losses related to invoices denominated and paid in foreign currencies.

Net Loss

Net loss decreased in the three and nine months ended April 30, 2023 compared to the same periods of the prior year due to decreased research and development expense, general and administrative expense and interest expense as discussed above.

Liquidity and Capital Resources

See Recent Funding above for a discussion of our recent debt and equity financings.

The following table sets forth the primary sources and uses of cash:

Nine Months Ended April 30,
2023 2022
Net cash used in operating activities $ (1,354,850 ) $ (2,554,811 )
Net cash used in investing activities (8,038 ) (45,220 )
Net cash provided by financing activities 1,291,588 2,309,747

To date, we have financed our operations primarily through debt financing and limited sales of our common stock. Our ability to continue to access capital could be affected adversely by various factors, including general market and other economic conditions, interest rates, the perception of our potential future earnings and cash distributions, any unwillingness on the part of lenders to make loans to us and any deterioration in the financial position of lenders that might make them unable to meet their obligations to us. If these conditions continue and we cannot raise funds through a public or private debt financing, or an equity offering, our ability to grow our business may be negatively affected. In such case, we may need to suspend research and development activities until market conditions improve.

Debt

The following notes payable were outstanding:

July 31,<br> <br>2022
Convertible note issued to LGH due June 30, 2023, with a flat interest rate of 8.0% of the original principal of 1,050,000 and convertible at 0.20 per share 1,030,000 $ 1,180,000
Promissory notes issued to officers and directors due June 30, 2023, with a fixed interest rate of 8.0% per annum (see Note 10) 125,000 125,000
Promissory note with an interest rate of 8% per annum due June 30, 2023 30,000 –
Tysadco convertible promissory note payable due December 31, 2023, with a flat interest rate of 8.0% of the original principal of 250,000 and convertible at 0.20 per share 175,000 275,000
Mast Hill convertible promissory note due December 13, 2023, with a fixed interest rate of 10% per annum and convertible at 0.12 per share 870,000 –
2,230,000 1,580,000
Unamortized debt discount and closing costs (327,294 ) (48,063 )
1,902,706 $ 1,531,937

All values are in US Dollars.

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Australian Research and Development Rebate

In the first nine months of fiscal 2023, we incurred $698,041 of expenses related to our Phase I clinical trial of our concussion drug device combination that are eligible for the Australian research and development rebate for a rebate due of $294,654, which was recorded as an offset to Research and development expense.

On November 18, 2022, we received a research and development rebate from the government of Australia in the amount of $313,709 for clinical work performed in Australia related to our Phase I human clinical trial during the fiscal year ended July 31, 2022.

On December 8, 2022, we received a goods and service tax refund, which was accrued as part of our research and development rebate due from the Australian government, in the amount of $82,705 related to our Phase I human clinical trial during July, August and September 2022.

On February 10, 2023, we received a goods and service tax refund, which was accrued as part of our research and development rebate due from the Australian government, in the amount of $9,231 related to our Phase I human clinical trial during October, November and December 2022.

Inflation

Inflation did not have a material impact on our business and results of operations during the periods being reported on.

Off Balance Sheet Arrangements

We do not have any material off balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company and are not required to provide information under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management, with the participation of our Chief Executive Officer and Chief Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of April 30, 2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Based on the evaluation of our disclosure controls and procedures as of April 30, 2023, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, as a result of the material weaknesses in internal control over financial reporting that are described below, our disclosure controls and procedures were not effective.

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As previously reported in our Annual Report on Form 10-K for the fiscal year ended July 31, 2022 management identified the following material weaknesses in internal control over financial reporting:

Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

Inadequate Segregationof Duties: We have an inadequate number of personnel to properly implement control procedures.

We are committed to improving the internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist us with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts, which will mitigate the lack of segregation of duties until there are sufficient personnel, and (3) may consider appointing additional outside directors and audit committee members in the future.

In light of the material weakness described above, prior to the filing of this Form 10-Q for the period ended April 30, 2023, management determined that key quarterly controls were performed timely and also performed additional procedures, including validating the completeness and accuracy of the underlying data used to support the amounts reported in the quarterly financial statements. These control activities and additional procedures have allowed us to conclude that, notwithstanding the material weaknesses, the financial statements in this Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with United States GAAP.

Changes in Internal Control Over FinancialReporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes during the nine months ended April 30, 2023, to the risk factors discussed in our Annual Report on Form 10-K for the year ended July 31, 2022. If any of the identified risks actually occur, our business, financial condition and results of operations could suffer. The trading price of our common stock could decline and you may lose all or part of your investment in our common stock. The risks and uncertainties described in our Annual Report on Form 10-K for the year ended July 31, 2022 are not the only ones we face. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business operations.

Item 6. Exhibits

The following exhibits are filed herewith and this list constitutes the exhibit index.

Exhibit Number Exhibit Description
10.1 Amendment No. 5 dated March 31, 2023 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021. Incorporated by reference to Form 8-K filed with the SEC on April 4, 2023.
10.2* Form of Amendment No. 5 dated March 31, 2023 to Promissory Note with Directors and Officers dated December 21, 2021. Incorporated by reference to Form 8-K filed with the SEC on April 4, 2023.
10.3 Amendment and Conversion, dated June 9, 2023 to the Promissory Note with Jonathan Lutz issued on September 21, 2022.
10.4 Amendment No. 1, dated June 13, 2023 to the Promissory Note issued on December 13, 2022 with Mast Hill Fund, LP.
10.5 Warrant dated June 13, 2023 in connection with the Promissory Note issued on December 13, 2022 with Mast Hill Fund, LP.
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
32.1 Certification of Chief Executive Officer pursuant to Section 1350
32.2 Certification of Chief Financial Officer pursuant to Section 1350
101.INS Inline XBRL Instances Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).

* Management or compensatory agreement.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, as of June 14, 2023.

ODYSSEY GROUP INTERNATIONAL, INC.
By: /s/ Joseph Michael Redmond
Joseph Michael Redmond
Chief Executive Officer, President and Director
(Principal Executive Officer)
By: /s/ Christine M. Farrell
Christine M. Farrell
Chief Financial Officer
(Principal Financial and Accounting Officer) 
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Exhibit 10.3

Amendment No 2 to

Promissory Note

This AMENDMENT (this “AMENDMENT”) is entered into by and between Company and Holder (each as defined below), effective as of June 9, 2023 (the “Effective Date”), binding on the undersigned parties as of that date.

Odyssey Health, Inc. (“BORROWER”) and Jonathan Lutz (“LENDER”) entered into that certain Promissory Note (the “Note”) dated September 21, 2022, and as amended January 31, 2023, in the amount of $30,000.00 (the “Loan Amount”). Capitalized terms not otherwise defined have the meaning set forth in the Note.

Whereas, the parties have agreed to convert the Loan Amount into shares of Odyssey stock.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

**1.**Conversion to Odyssey Common Stock. Upon the execution of this Agreement, as consideration for converting the promissory note, the Borrower shall issue the Lender three hundred thousand (300,000) shares of Odyssey common stock, valued at $36,000. The common stock will be restricted under Rule 144. Within three days of this Agreement, Borrower will have Empire Stock Transfer place the shares in Lender’s name in electronic format.

**2.**Counterparts. This Amendment may be executed by facsimile transmission and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement

**3.**Termination of the Note and All Other Terms. The Note will terminate upon the execution of this Agreement and all terms and conditions of the Note will cease and terminate.

IN WITNESS WHEREOF, and acknowledging acceptance and agreement of the foregoing, BORROWER, and LENDER affix their signatures hereto,

Odyssey Health, Inc. Jonathan Lutz
______________________________ ________________________________
By: J. Michael Redmond By: Jonathan Lutz
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Title: President An Individual
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Dated: June 9, 2023 Dated: June 9, 2023
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Exhibit 10.4

AMENDMENT #1 TO THE PROMISSORY NOTE

ISSUED ON DECEMBER 13, 2022

THIS AMENDMENT #1 to the Note (as defined below) (the “Amendment”) is entered into as of June 13, 2023 (the “Effective Date”), by and between ODYSSEY HEALTH, INC., a Nevada corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”).

BACKGROUND

A.     The Company and Holder are the parties to that certain promissory note originally issued by the Company to the Holder on December 13, 2022, in the original principal amount of $870,000.00 (as amended from time to time, the “Note”); and

B.     The Parties desire to amend the Note as set forth expressly below.

NOW THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

  1. The principal balance of the Note shall be increased by $50,000.00 as of the Effective Date.

  2. The Company shall issue a common stock purchase warrant for the purchase of 1,000,000 shares of the Company’s common stock (the “Extension Warrant”) to the Holder on the Effective Date. The Extension Warrant shall be earned in full as of the Effective Date.

  3. The Maturity Date (as defined in the Note) shall be extended to June 13, 2024.

  4. Section 4.16 of the Note shall be replaced with the following:

4.16       Amortization Payments. In addition to all other payment obligations under this Note, Borrower shall also make the following amortization payments (each an “Amortization Payment”) in cash to the Holder towards the repayment of this Note, as provided in the following table:

Payment Date:<br><br> <br><br><br> <br>September 13, 2023 Payment Amount:<br><br> <br><br><br> <br>$100,000.00 plus accrued interest through<br> September 13, 2023
December 13, 2023 $100,000.00 plus accrued interest through<br> December 13, 2023
March 13, 2024 $200,000.00 plus accrued interest through<br> March 13, 2024
June 13, 2024 All remaining amounts owed under the<br> Note through June 13, 2024
  1. Section 1.10 of the Note shall be replaced with the following:

1.10       Repayment from Proceeds.

(a) If, at any time prior to the full repayment or full conversion of all amounts owed under<br>this Note, the Company or any subsidiary of the Company receives cash proceeds from any source or series of related or unrelated sources,<br>including but not limited to, from payments from customers, the issuance of equity (excluding the issuance of securities pursuant to<br>an Equity Line of Credit (as defined in this Note)) or debt, the conversion of outstanding warrants of the Borrower, or the sale of assets,<br>the Borrower shall, within one (1) business day of Borrower’s receipt of such proceeds, inform the Holder of or publicly disclose<br>such receipt, following which the Holder shall have the right in its sole discretion to require the Borrower to immediately apply up<br>to 50% of such proceeds to repay all or any portion of the outstanding Principal Amount and interest (including any Default Interest)<br>then due under this Note. 
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| --- | | (b) | If, at any time prior to the full repayment or full conversion of all amounts owed under<br>this Note, the Company or any subsidiary of the Company receives cash proceeds from the issuance of securities pursuant to an Equity<br>Line of Credit, the Borrower shall, within one (1) business day of Borrower’s receipt of such proceeds, inform the Holder of or<br>publicly disclose such receipt, following which the Holder shall have the right in its sole discretion to require the Borrower to immediately<br>apply the following percentage of proceeds as applicable to repay all or any portion of the outstanding Principal Amount and interest<br>(including any Default Interest) then due under this Note: | | --- | --- | | a. | if the cash proceeds in the respective calendar month are $50,000 or less, then 0% of such<br>proceeds; | | --- | --- | | b. | if the cash proceeds in the respective calendar month are greater than $50,000 but not more<br>than $100,000, then 20% of such proceeds; | | c. | if the cash proceeds in the respective calendar month are greater than $100,000 but not more<br>than $200,000, then 30% of such proceeds; and | | d. | if the cash proceeds in the respective calendar month are greater than $200,000, then 40%<br>of such proceeds. | | (c) | Failure of the Borrower to comply with this Section 1.10 shall constitute an Event of Default.<br>“Equity Line of Credit” shall mean any transaction involving a written agreement between the Company and an investor or underwriter<br>whereby the Company has the right to “put” its Common Stock to the investor or underwriter over an agreed period of time<br>and at an agreed price or price formula (such Common Stock must be registered pursuant to a registration statement of the Company for<br>the investor’s or underwriter’s resale). | | --- | --- |

  1. Section 4.6 of the Note shall apply to this Amendment.

  2. This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Note. Except as specifically modified hereby, all of the provisions of the Note, which are not in conflict with the terms of this Amendment, shall remain in full force and effect.

  3. This Amendment may be executed in two or more counterparts, each of which when so executed and delivered to the other party shall be deemed an original. The executed page(s) from each original may be joined together and attached to one such original and shall thereupon constitute one and the same instrument. Such counterparts may be delivered by facsimile or other electronic transmission, which shall not impair the validity thereof.

[Signature page to follow]

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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first above written.

ODYSSEY HEALTH, INC. MAST HILL FUND, L.P.
By: /s/ Joseph Redmond By: /s/Patrick Hassani
Name: Joseph Redmond Name: Patrick Hassani
Title: Chief Executive Officer Title: Chief Investment Officer 
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Exhibit 10.5

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

ODYSSEY HEALTH, INC.

Warrant Shares: 1,000,000

Date of Issuance: June 13, 2023 (“Issuance Date”)

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received in connection with the execution of that certain amendment dated as of the Issuance Date (the “Amendment”) to the Note (as defined below), Mast Hill Fund, L.P., a Delaware limited partnership (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from ODYSSEY HEALTH, INC., a Nevada corporation (the “Company”), 1,000,000 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof pursuant to the Amendment to the promissory note in the principal amount of $870,000.00 issued to the Holder by the Company on December 13, 2022 (the “Note”). The Note was originally issued by the Company to the Holder pursuant to the securities purchase agreement dated December 13, 2022, by and among the Company and the Holder (the “Purchase Agreement”).

Capitalized terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.20, subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the five-year anniversary thereof.

1. EXERCISE OF WARRANT.

(a)                Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and deliver by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three business days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

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If the Company fails to cause its transfer agent to issue to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion in addition to all other rights and remedies at law, under this Warrant, or otherwise, and such failure shall also be deemed an event of default under the Note, a material breach under this Warrant, and a material breach under the Purchase Agreement.

If the Market Price of one share of Common Stock is greater than the Exercise Price, then the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and an Exercise Notice, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula:

X = Y (A-B)

A

Where X = the number of Shares to be issued to Holder.

Y = the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such<br>calculation).

A =       the Market Price (at the date of such calculation).

B =       Exercise Price (as adjusted to the date of such calculation).

(b)                No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

(c)                Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

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(d)                Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Company’s transfer agent to transmit to the Holder the Warrant Shares in accordance with the provisions of this Warrant (including but not limited to Section 1(a) above pursuant to an exercise on or before the respective Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder, within one (1) business day of Holder’s request, the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder within one (1) business day of Holder’s request the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases, or effectuates a cashless exercise hereunder for, Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

2.                   ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

(a)                Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:

(i)                 any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and

(ii)               the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).

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(b)          Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities (including but not limited to Common Stock Equivalents) entitling any person or entity (for purposes of clarification, including but not limited to the Holder pursuant to (i) any other security of the Company currently held by Holder, (ii) any other security of the Company issued to Holder on or after the Issuance Date (including but not limited to the Note), or (iii) any other agreement entered into between the Company and Holder) to acquire shares of Common Stock (upon conversion, exercise or otherwise), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment (for the avoidance of doubt, the aggregate Exercise Price prior to such adjustment is calculated as follows: the total number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment (without regard to the Beneficial Ownership Limitation) multiplied by the Exercise Price in effect immediately prior to such adjustment). By way of example, if E is the total number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment (without regard to the Beneficial Ownership Limitation), F is the Exercise Price in effect immediately prior to such adjustment, and G is the Base Share Price, the adjustment to the number of Warrant Shares can be expressed in the following formula: Total number of Warrant Shares after such Dilutive Issuance = the number obtained from dividing [E x F] by G. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, regardless of whether (i) the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b) upon the occurrence of any Dilutive Issuance or (ii) the Holder accurately refers to the number of Warrant Shares or Base Share Price in the Exercise Notice, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price as well as the Base Share Price at all times on and after the date of such Dilutive Issuance.

(c)                Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective at the close of business on the date the subdivision or combination becomes effective. Each such adjustment of the Exercise Price shall be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever any event covered by this Section 2(c) shall occur.

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3.                   FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

4.                   NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, three (3) times the number of shares of Common Stock into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).

5.                   WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

6. REISSUANCE.

(a)                Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

(b)                Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.

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7.                   TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent thereto.

8.                   NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

9.                   AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

10.               GOVERNING LAW AND VENUE. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the State of Nevada or federal courts located in the State of Nevada. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLYWAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHERTRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

11.               ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

12.               CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

(a) [Intentionally Omitted]. 
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(b)                “Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported by Quotestream or other similar quotation service provider designated by the Holder, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Quotestream or other similar quotation service provider designated by the Holder, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported by Quotestream or other similar quotation service provider designated by the Holder, or (iii) if no last trade price is reported for such security by Quotestream or other similar quotation service provider designated by the Holder, the average of the bid and ask prices of any market makers for such security as reported by Quotestream or other similar quotation service provider designated by the Holder. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

(c)                “Common Stock” means the Company’s common stock, par value $0.001, and any other class of securities into which such securities may hereafter be reclassified or changed.

(d)                “Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

(e)               “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

(f)                 “Principal Market” means the principal securities exchange or trading market where such Common Stock is listed or quoted, including but not limited to any tier of the OTC Markets, any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), or the NYSE American, or any successor to such markets.

(g)                “Market Price” means the highest traded price of the Common Stock during the one hundred and fifty Trading Days prior to the date of the respective Exercise Notice.

(h)                “Trading Day” means any day on which the Common Stock is listed or quoted on its Principal Market, provided, however, that if the Common Stock is not then listed or quoted on any Principal Market, then any calendar day.

* * * * * * *

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.

ODYSSEY HEALTH, INC.

/s/Jospeh Redmond

Name: Joseph Redmond

Title: Chief Executive Officer

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EXHIBIT A

EXERCISE NOTICE

(To be executed by the registered holder to exercise this Common Stock Purchase Warrant)

THE UNDERSIGNED holder hereby exercises the right to purchase of the shares of Common Stock (“Warrant Shares”) of ODYSSEY HEALTH, INC., a Nevada corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as<br>(check one):
☐ a cash exercise with respect to                            <br> Warrant Shares; or
--- ---
☐ by cashless exercise pursuant to the Warrant.
--- ---
2. Payment of Exercise Price. If cash exercise is selected above, the<br> holder shall pay the applicable Aggregate Exercise Price in the sum of $                                   to<br> the Company in accordance with the terms of the Warrant.
--- ---
3. Delivery of Warrant Shares. The Company shall deliver to the holder                               Warrant<br> Shares in accordance with the terms of the Warrant.
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Date:

________________________________

(Print Name of Registered Holder)

By:______________________________

Name: ____________________________

Title: _____________________________

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EXHIBIT B

ASSIGNMENT OF WARRANT

(To be signed only upon authorized transfer of the Warrant)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto

the right to purchase shares of common stock of ODYSSEY HEALTH, INC., to which the within Common Stock Purchase Warrant relates and appoints , as attorney-in-fact, to transfer said right on the books of ODYSSEY HEALTH, INC. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.

Dated: ______________________________

________________________________________

(Signature) *

________________________________________

(Name)

________________________________________

(Address)

________________________________________

(Social Security or Tax Identification No.)

* The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.

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Exhibit 31.1

CERTIFICATION

I, Joseph Michael Redmond, certify that:

  1. I have reviewed this Form 10-Q of Odyssey Health, Inc. f/k/a Odyssey Group International, Inc.;

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

  1. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

June 14, 2023 /s/ Joseph Michael Redmond
Joseph Michael Redmond
Chief Executive Officer, President and Director<br><br> <br>(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Christine M. Farrell, certify that:

  1. I have reviewed this Form 10-Q of Odyssey Health, Inc. f/k/a Odyssey Group International, Inc.;

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

  1. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

June 14, 2023 /s/ Christine M. Farrell
Christine M. Farrell
Chief Financial Officer<br><br> <br>(Principal Financial and Accounting Officer)

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350

In connection with the Quarterly Report of Odyssey Health, Inc. f/k/a Odyssey Group International, Inc. (the “Company”) on Form 10-Q for the three months ended April 30, 2023 as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Joseph Michael Redmond, Chief Executive Officer, President and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

June 14, 2023 /s/ Joseph Michael Redmond
Joseph Michael Redmond
Chief Executive Officer, President and Director<br><br> <br>(Principal Executive Officer)

Exhibit 32.2

Certification Pursuant to 18 U.S.C. Section 1350

In connection with the Quarterly Report of Odyssey Health, Inc. f/k/a Odyssey Group International, Inc. (the “Company”) on Form 10-Q for the three months ended April 30, 2023 as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Christine M. Farrell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

June 14, 2023 /s/ Christine M. Farrell
Christine M. Farrell
Chief Financial Officer<br><br> <br>(Principal Financial and Accounting Officer)

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