8-K - ODYY - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

8-K

Current

Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: July31, 2025

(Date of earliest event reported)

ODYSSEY

HEALTH, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-56196	47-1022125
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
2300 West Sahara Avenue, Suite 800 - #4012, Las Vegas, NV	89102
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(Address of principal executive offices)	(Zip Code)

(702) 780-6559

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).

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. ☐

Item 1.01.	Entry into a Material Definitive Agreement.

On July 31, 2025, Odyssey Health, Inc., entered into four Promissory Note Amendments No. 11 (the “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, December 30, 2022, March 31, 2023, June 30, 2023, November 1, 2023, January 31, 2024, July 31, 2024, and January 31, 2025, with two directors and two officers of the Company. Pursuant to the Amendments, the parties have agreed to extend the maturity date of the note to January 31, 2026. All other terms and conditions remain the same.

Form of Amendment No. 11 to the Promissory Note, is attached as Exhibit 10.1 to this Current Report on Form is and is incorporated herein by reference.

Item 2.03.	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Number	Exhibit
10.1	Form of Amendment No. 11 to Promissory Note
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Odyssey Health, Inc.
Date: August 4, 2025	By:	/s/ Joseph Michael Redmond
		Joseph Michael Redmond <br><br>Chief Executive Officer

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Exhibit10.1

Amendment #11 to

Promissory Note

This AMENDMENT (this “AMENDMENT”) is entered into by and between the Company and Holder (each as defined below), effective as of July 31, 2025 (the “Effective Date”), and binding on the undersigned parties as of that date.

Odyssey Health, Inc. formerly Odyssey Group International, Inc. (“BORROWER”) and ____________ (“LENDER”) entered into that certain Promissory Note (the “Note”) dated December 22, 2021, as amended April 20, 2022, June 3, 2022, September 30, 2022, December 30, 2022, March 31, 2023, June 30, 2023, November 1, 2023, January 31, 2024, July 31, 2024, and January 31, 2025 in the amount of $25,000.00 (the “Loan Amount”). Capitalized terms not otherwise defined have the meaning set forth in the Note.

Whereas, the parties have agreed to extend the maturity date of the Note subject to the conditions contained herein.

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.**Extension of Maturity Date. The Maturity Date of the Note is amended and extended to January 31, 2026.

**2.**Effectiveness;Conflict. Except as modified hereby, the Note and terms thereof shall remain in full force and effect. On and after the effectiveness of this Amendment, each reference in the Notes to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Note, as amended by this Amendment. To the extent the terms of this Amendment conflict with any provision of the Note or any of the documents referenced therein, then the provisions of this Amendment shall control.

**3.**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.

**4.All Other Terms.**All other terms and conditions of the Note remain unchanged and in full force and effect.

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

Odyssey Health, Inc.	Lender
/s/ J. Michael Redmond	/s/ Lender
By: J. Michael Redmond	By: _________________________
Title: President	An Individual
Dated: July 31, 2025	Dated: July 31, 2025