ODYY 10-Q
Odyssey Health, Inc. (ODYY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
Form
_________________________________
(Mark One)
For the quarterly period ended
or
For the transition period from to .
Commission File No.
____________________________________
(Exact name of registrant as specified in its charter)
____________________________________
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each Class | Trading Symbol | 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 |
| 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.
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).
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 ☐ | |
| 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
shares of common stock, par value $.001 per share, outstanding as of December 11, 2025.
ODYSSEY HEALTH, INC.
FORM 10-Q
For the Quarter Ended October 31, 2025
INDEX
| 2 |
PART I - FINANCIAL INFORMATION
| Item 1. | Financial Statements |
Odyssey Health, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
| October 31, | July 31, | |||||||
| 2025 | 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses and other current assets, net | ||||||||
| Total current assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders' Deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued wages | $ | $ | ||||||
| Accounts payable and accrued wages, officers | ||||||||
| Accrued interest | ||||||||
| Asset purchase liability | ||||||||
| Convertible notes payable, officers and directors | ||||||||
| Notes payable, net | ||||||||
| Convertible notes payable, net | ||||||||
| Derivative liability, at fair value | ||||||||
| Total current liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders' deficit: | ||||||||
| Preferred stock, $ par value, shares authorized, shares issued or outstanding | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding as of October 31, 2025 and July 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders' deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders' deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
Odyssey Health, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
| For the Three Months Ended October 31, | ||||||||
| 2025 | 2024 | |||||||
| General and administrative | $ | $ | ||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Loss from change in fair value of Oragenics, Inc. common stock | ( | ) | ||||||
| Interest expense | ( | ) | ( | ) | ||||
| Financing costs | ( | ) | ||||||
| Change in fair value of derivative liability | ||||||||
| Other income, net | ||||||||
| Net loss and comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Basic net loss per share | $ | ( | ) | $ | ( | ) | ||
| Diluted net loss per share | $ | ( | ) | $ | ( | ) | ||
| Shares used for basic net loss per share | ||||||||
| Shares used for diluted net loss per share | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
Odyssey Health, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Stockholders’ Deficit
(Unaudited)
| Common Stock | Additional Paid-In | Accumulated | Total Shareholders’ | |||||||||||||||||
| Shares | Dollars | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balances, July 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common stock issued for conversion of accrued interest and fees | ||||||||||||||||||||
| Common stock issued for conversion of outstanding principal | ||||||||||||||||||||
| Warrants issued in debt financing | – | |||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balances, October 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common Stock | Additional Paid-In | Accumulated | Total Shareholders’ | |||||||||||||||||
| Shares | Dollars | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balances, July 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Stock-based compensation | – | |||||||||||||||||||
| Warrants issued in debt financing | – | |||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balances, October 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
Odyssey Health, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| For the Three Months Ended October 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash flows used in operating activities: | ||||||||
| Stock-based compensation | ||||||||
| Financing costs | ||||||||
| Allowance for research and development rebate due | ||||||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Amortization of debt discount and closing costs | ||||||||
| Loss from change in fair value of Oragenics, Inc. common stock | ||||||||
| Financing costs paid with issuance of common stock | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Increase in accounts payable and accrued wages | ||||||||
| Increase in accounts payable and accrued wages, officers | ||||||||
| Increase in accrued interest | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Net proceeds from notes payable | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents: | ||||||||
| Beginning of period | ||||||||
| End of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Supplemental disclosure of non-cash information: | ||||||||
| Common stock issued for conversion of outstanding principal | $ | $ | ||||||
| Common stock issued for conversion of accrued interest | ||||||||
| Warrants issued in debt financing | ||||||||
| Original issue discount on debt and closing costs on notes payable | ||||||||
| Debt discount recognized on notes payable associated with derivative liability | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
Odyssey Health, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Basis of Presentation and Nature of Operations
Basis of Presentation
The accompanying condensed consolidated financial information of Odyssey Health, Inc. and our wholly-owned subsidiaries Odyssey Medical Devices, Inc. and 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. Such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the condensed consolidated financial position, results of operations and cash flows for the interim periods. The consolidated financial information as of July 31, 2025 is derived from our Annual Report on Form 10-K for the year ended July 31, 2025. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in our 2025 Annual Report on Form 10-K filed with the SEC on October 29, 2025. The condensed consolidated 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
Other than as described below, our significant accounting policies have not changed during the three months ended October 31, 2025 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2025.
Accounting for Derivative Liability
We have a derivative liability related to outstanding debt with a variable conversion feature that was issued in August 2025. We accounted for the fair value of the derivative liability utilizing a Black-Scholes pricing model upon inception and mark it to fair value using the Black-Scholes pricing model as of the end of each reporting period with the change in fair value being accounted for in the Condensed Consolidated Statements of Operations in the period incurred. See also Notes 4 and 5.
Reclassification
Stock-based compensation was reclassified in the prior period financial statements to be a component of General and administrative expense in order to conform with the current period presentation. There was no effect on the reported Net loss for the period.
Nature of Operations
Our corporate mission is to create or acquire distinct assets, intellectual property, and technologies with an emphasis on acquisition targets that have superior clinical utility and serve an unmet medical need. Our business model is to develop or acquire medical-related products, engage third parties to help develop such products, complete clinical trials, and manufacture products according to FDA regulations. We have two different technologies in development; the CardioMap heart monitoring and screening device and the Save-A-Life choking rescue device.
We intend to acquire other technologies and assets and plan to be a trans-disciplinary product development company involved in the discovery, development and commercialization of products and technologies that may be applied over various medical markets. We plan to license, improve and/or develop our products and identify and select distribution channels. We intend to establish agreements with distributors to get products to market quickly as well as to undertake and engage in our own direct marketing efforts. We will determine the most effective method of distribution for each unique product that we include in our portfolio. We will engage third-party research and development firms who specialize in the creation of our products to assist us in the development of our own products, and we will apply for trademarks and patents once we have developed proprietary products.
| 7 |
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 to sell in the United States. In addition, we would require additional European Union or country specific clearance or approvals to sell internationally.
Going Concern
We did not recognize any revenues for the year ended
July 31, 2025, or the three months ended October 31, 2025, and we had an accumulated deficit of $
The operating deficit and negative working capital at October 31, 2025 indicate 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 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.
We are continually adjusting our business plan to reflect our current liquidity expectations. If we are unable to raise additional capital, secure additional debt financing, secure additional equity financing, secure a strategic partner, reduce our operating expenditures, or seek bankruptcy protection, we will adjust our business plan. 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 Accounting Pronouncements
ASU 2023-09
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. We are currently evaluating this ASU to determine its impact on our disclosures and do not expect the amendments to have a material effect on our financial statements.
ASU 2024-03
In November 2024, the FASB issued ASU 2024-03, Comprehensive Income (Topic 220): Disaggregation of Income Statement Expense, related to the disaggregation of certain income statement expenses. The amendments in this update require public entities to disclose incremental information related to purchases of inventory, team member compensation and depreciation, which will provide investors the ability to better understand entity expenses and make their own judgements about entity performance. The amendments in this update are effective for fiscal years beginning after December 15, 2026. We plan to adopt this pronouncement and make the necessary updates to our disclosures for the year ending July 31, 2027, and, aside from these disclosure changes, we do not expect the amendments to have a material effect on our financial statements.
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Note 3. Commitments and Contingencies
Master Technology and Sub-License Agreement
On October 14, 2025, we entered into a Master Technology and Sub-license Agreement (the “Agreement”) with NeuRX Health, Inc. (“NeuRX”). Pursuant to the Agreement, we entered into a sub-licensing agreement for exclusive, worldwide rights to BreastCheck®, a non-invasive test for breast abnormalities. The Agreement, anticipated to close in January 2026, is subject to finalization of certain terms and closing conditions. Terms include worldwide license to the technology, a royalty agreement, sublicense agreement and material transfer agreement. Cash consideration will be paid to NeuRX every time we make a draw on our Mast Hill equity line of credit. The amount to be paid to NeuRX will equal 30% of the net cash proceeds received from draws under the equity line of credit calculated after satisfaction of payment obligations to certain debt holders throughout the life of the equity line of credit.
Upon closing of the Agreement, we will be responsible for all manufacturing, distribution, marketing and sales of BreastCheck®.
Note 4. Fair Value
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 three months ended October 31, 2025, or the year ended July 31, 2025.
No changes were made to our valuation techniques during the quarter ended October 31, 2025.
We did not have any financial instruments carried at fair value at July 31, 2025. Financial instruments carried at fair value at October 31, 2025 included the following:
| October 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Derivative liability | $ | $ | $ | $ | ||||||||||||
Derivative Liability
The fair value of the derivative liability as of August 27, 2025 (inception) and October 31, 2025, was determined using the Black-Scholes pricing model utilizing the following inputs:
| August 27, 2025 | October 31, 2025 | |||||||
| Expected stock price volatility | % | % | ||||||
| Risk free interest rate | % | % | ||||||
| Expected life of options (years) | ||||||||
| Expected dividend yield | % | % | ||||||
| Exercise price | $ | $ | ||||||
| Stock price | $ | $ | ||||||
See also Note 5.
| 9 |
Fair Value of Current Assets and Liabilities
The carrying values of Cash, Accounts payable and accrued wages, Accounts payable and accrued wages - officers, and Notes payable approximate their fair value due to their short maturities.
Contingent Liability
At October 31,
2025 and July 31, 2025, 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
$
Note 5. Debt
Our debt instruments consist of Convertible notes payable, officers and directors, Notes payable, and Convertible notes payable. All of our debt instruments are unsecured. Key terms of our various debt instruments are as follows:
LGH Investments, LLC
On September 15, 2025, and effective July 31, 2025, we entered into Amendment No. 10 to the Convertible Promissory Note pursuant to the Securities Purchase Agreement dated April 5, 2021, with LGH Investments, LLC (“LGH”) (the “Note”) which extended the maturity date of the Note to January 31, 2026.
On October 6, 2025, LGH converted $
At October 31, 2025, we had $
Accredited Investor Promissory Notes
$300,000 Promissory Note
On August 14, 2024, we entered into a $
On August 14, 2025, this Note was amended to extend the maturity date to January 31, 2026.
At October 31, 2025, $
$100,000 Promissory Note
On October 3, 2025, we entered into a $
At October 31, 2025, $
| 10 |
$50,000 Promissory Note
On February 13, 2024, we entered into a six-month
promissory note for $
At October 31, 2025, $
Mast Hill Fund L.P.
Our unsecured debt instruments with Mast Hill have priority over our other unsecured debt in payment and performance. Our debt instruments with Mast Hill also have terms that restrict (a) distributions on our common stock, (b) stock repurchases, (c) the sale of any significant portion of our assets, and (d) certain advances and loans (all as defined within the Mast Hill debt agreement) without the Mast Hill's written consent. Details of our debt instruments with Mast Hill are listed below:
August 27, 2025 Securities Purchase Agreement
On August 27, 2025, we entered into a Securities Purchase
Agreement (the “2025 SPA”) with Mast Hill Fund L.P. (“Mast Hill”). Pursuant to the 2025 SPA, we sold Mast Hill
(i) a $
Due to the variability of the conversion feature,
it is valued separately from the underlying debt as an embedded conversion feature, which is a derivative liability. Using the Black-Scholes
pricing model, we determined the fair value of the derivative liability to be $
At October 31, 2025, there was $
December 13, 2022 Securities Purchase Agreement
Pursuant to the Securities Purchase Agreement with
Mast Hill dated December 13, 2022 (the “2022 SPA”), on August 29, 2025, Mast Hill converted $
On October 9, 2025, we entered into Amendment No. 6 to the 2022 SPA, extending the maturity date for the full amount outstanding to April 30, 2026.
At October 31, 2025, there was $
Directors and Officers Promissory Notes
At October 31, 2025, we had $
| 11 |
Notes Payable Summary
The following notes payable were outstanding:
| Schedule of notes payable outstanding | October 31, | July 31, | ||||||
| 2025 | 2025 | |||||||
| Convertible notes payable, officers and directors | $ | $ | ||||||
| Notes payable | ||||||||
| Unamortized debt discount | ( | ) | ( | ) | ||||
| Notes payable, net | ||||||||
| Convertible notes payable | ||||||||
| Unamortized debt discount | ( | ) | ||||||
| Convertible notes payable, net | ||||||||
| Total notes payable | ||||||||
| Unamortized debt discount | ( | ) | ( | ) | ||||
| Total notes payable outstanding, net | $ | $ | ||||||
2021 Omnibus Stock Incentive Plan
At October 31, 2025,
Stock Options and Restricted Stock Units
There was no restricted stock unit activity during the three months ended October 31, 2025. Stock option activity during the three months ended October 31, 2025 was as follows:
| Number of Options | Weighted Average Exercise Price | |||||||
| Options outstanding at July 31, 2025 | $ | |||||||
| Options cancelled | ( | ) | ||||||
| Options outstanding at October 31, 2025 | ||||||||
| 12 |
Warrants
Warrant activity during the first quarter of fiscal 2026 was as follows:
| Number of Warrants | Weighted Average Exercise Price | |||||||
| Warrants outstanding at July 31, 2025 | $ | |||||||
| Warrants issued | ||||||||
| Warrants outstanding at October 31, 2025 | ||||||||
Unrecognized Stock-Based Compensation Costs
At October 31, 2025, we had unrecognized stock-based compensation.
Note 7. Common Stock
Mast Hill Equity Purchase Agreement
Pursuant to an Equity Purchase Agreement (the “Agreement”)
dated July 29, 2025, we have the right, but not the obligation, to deliver Put Notices to Mast Hill Fund L.P. to purchase Put Shares of
our common stock totaling up to $
During the quarter ended October 31, 2025, no Put Notices were delivered to Mast Hill under the Agreement.
Mast Hill Conversion of Interest and Fees
August 29, 2025, Mast Hill converted $
Conversion of LGH Investments, LLC Convertible Note
On October 6, 2025, LGH converted $
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 antidilutive.
The following anti-dilutive securities were excluded from the calculations of diluted net loss per share:
| Three Months Ended October 31, | ||||||||
| 2025 | 2024 | |||||||
| Options to purchase common stock | ||||||||
| Shares issuable upon conversion of convertible notes and related accrued interest | ||||||||
| Warrants to purchase common stock | ||||||||
| Total potentially dilutive securities | ||||||||
| 13 |
Note 9. Related Party Transactions
Accounts Payable and Accrued Wages, Officers
Accounts payable and accrued wages, officers included the following:
October 31, 2025 | July 31, 2025 | |||||||
| Reimbursement of expenses: | ||||||||
| Joseph M. Redmond, CEO | $ | $ | ||||||
| Christine Farrell, CFO | ||||||||
| Accrued salary and bonus: | ||||||||
| Joseph M. Redmond, CEO | ||||||||
| Christine Farrell, CFO | ||||||||
| $ | $ | |||||||
See Note 5 for a discussion of $
Note 10. Subsequent Events
Mast Hill Maintenance Agreement
On November 13, 2025, we entered into a Maintenance Agreement with Mast Hill, pursuant to which we agreed to provide certain maintenance and related services for a commercial facility beginning November 13, 2025 and ending on the first business day of February 2034. In exchange, Mast Hill will pay us service fees (the “Fees”) which currently total approximately $245,000 per year.
In connection with the Maintenance Agreement, we issued to Mast Hill a convertible promissory note in the amount of $2,262,000 which bears interest at 10% per annum and is due November 13, 2026 (the “Maintenance Note”) in exchange for the Fees to be received as described above. The Maintenance Note plus any accrued but unpaid interest is convertible at any time by Mast Hill into shares of our common stock at a price equal to 85% of the lowest volume weighted average price during the preceding 10 trading days.
Pursuant to the terms of the Maintenance Note, we will remit any service fees received, less direct costs, to Mast Hill as payment on the Maintenance Note until it is paid in full or converted.
Mast Hill Securities Purchase Agreement
On November 13, 2025, we also entered into a Securities Purchase Agreement (the “SPA”) with Mast Hill. Pursuant to the terms of the SPA, we issued a promissory note with a maximum principal amount of up to $25,000,000 in multiple tranches (the “SPA Note”). Pursuant to the terms of the SPA, there is an original issue discount (“OID”) of 10% on each tranche. Accordingly, the maximum proceeds to us, when considering the 10% OID, is $22,250,000 less any related costs and fees. The SPA Note is convertible at any time by Mast Hill into shares of our common stock at 85% of the lowest volume weighted average price during the preceding 10 trading days.
With each tranche, we will issue to Mast Hill common stock purchase warrants (“Warrants”) exercisable at $0.001 per share in an amount equal to 20% of the principal amount of the tranche divided by the lowest traded price of our common stock during the 10 trading days preceding each funding date.
On November 13, 2025, we entered into the first tranche of the SPA consisting of $500,000 principal with an original discount of $50,000 and legal fees totaling $12,500 for net proceeds to us of $437,500. In conjunction with this tranche, we issued Warrants to Mast Hill immediately exercisable for 1,538,461 shares of our common stock at $0.001 per share.
| 14 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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, 2025 (“2025 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 develop and manufacture such products and then distribute the products through various distribution channels, including third parties. We have two different technologies in research and development stage; the CardioMap heart monitoring and screening device, and the Save-A-Life choking rescue device. To date, none of our product candidates have received regulatory clearance or approval for commercial sale.
Upon receiving adequate funding, we plan to license and develop our products and identify other product potentials we can develop or acquire. We will then engage third-party research and development firms that specialize in creating products to assist us, and we will apply for trademarks and patents at appropriate product development advances.
Recent Funding
$100,000 Promissory Note
On October 3, 2025, we entered into a $100,000 promissory note with an effective date of October 1, 2025, with Peter D’Arruda, an accredited investor. The $100,000 was received October 3, 2025. The note has a one-year maturity, becoming due on September 30, 2026, and bears interest at the rate of 18% per annum. In addition, we issued the investor an immediately exercisable warrant to purchase 100,000 shares of our common stock at $0.10 per share that expires September 30, 2030.
| 15 |
Mast Hill Fund L.P.
August 27, 2025 Securities Purchase Agreement
On August 27, 2025, we received net proceeds of $190,500 pursuant to a Securities Purchase Agreement with Mast Hill. See Note 5 of Notes to Condensed Consolidated Financial Statements for additional information.
November 13, 2025 Securities Purchase Agreement
On November 13, 2025, we entered into the first tranche of the November 13, 2025, Securities Purchase Agreement with Mast Hill and received net proceeds of $437,500. See Note 10 of Notes to Condensed Consolidated Financial Statements for additional information.
Going Concern
See Note 1 of Notes to Condensed Consolidated Financial Statements.
Significant Accounting Policies and Use of Estimates
During the three months ended October 31, 2025, there were no significant changes to our significant accounting policies and estimates as described in Note 2. Summary of Significant Accounting Policies included in Part II, Item 8. of our Annual Report on Form 10-K for the year ended July 31, 2025, which was filed with the SEC on October 29, 2025.
Results of Operations
We do not currently sell or market any products and we did not have any revenue in the three-month periods ended October 31, 2025 or 2024. We will commence actively marketing products after the products and drugs in development have been FDA cleared or approved, however, there can be no assurance that we will be successful in obtaining FDA clearance or approval for our products.
Three Months Ended October 31, | $ | % | ||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| General and administrative | $ | 303,190 | $ | 579,427 | $ | (276,237 | ) | (47.7% | ) | |||||||
| Loss from operations | (303,190 | ) | (579,427 | ) | (276,237 | ) | (47.7% | ) | ||||||||
| Loss from change in fair value of Oragenics, Inc. common stock | – | (370,698 | ) | (370,698 | ) | (100.0% | ) | |||||||||
| Interest expense | (95,336 | ) | (68,781 | ) | 26,555 | 38.6% | ||||||||||
| Financing costs | (507,368 | ) | – | (507,368 | ) | (100.0% | ) | |||||||||
| Change in fair value of derivative liability | 422,419 | – | 422,419 | 100.0% | ||||||||||||
| Other income, net | 28 | – | 28 | nm | ||||||||||||
| Net loss | $ | (483,447 | ) | $ | (1,018,906 | ) | $ | (535,459 | ) | (52.6% | ) | |||||
| Basic and diluted net loss per share | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | nm | ||||||
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General and Administrative Expense
General and administrative expense includes expenses related to 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 change in General and administrative expense was due to the following:
| Three months ended October 31, 2025 compared to three months ended October 31, 2024 | ||||
| Increase (decrease) in: | ||||
| Public company expense | $ | (199,009 | ) | |
| Wages | (116,044 | ) | ||
| Stock-based compensation | (60,487 | ) | ||
| Business development and investor relations | 130,000 | |||
| Legal and professional fees | (7,554 | ) | ||
| Bad debt expense | (22,625 | ) | ||
| Insurance | (4,385 | ) | ||
| Other | 3,867 | |||
| $ | (276,237 | ) | ||
The decrease in public company expense was due to lower securities filing activity. The decrease in wages was due to a voluntary decrease in executive salaries. The decrease in stock-based compensation was due to no stock-based compensation in the first quarter of fiscal 2026 due to no equity awards being granted and no unrecognized stock-based compensation. The decreases were offset by an increase in business development and investor relations expense primarily related to our agreement with NeuRX Health, Inc. and associated investor relations outreach. See Note 3 of Notes to Condensed Consolidated Financial Statements.
Loss from Change in Fair Value of Oragenics, Inc. Common Stock
Loss from change in fair value of Oragenics, Inc. common stock in the prior year period relates to the value of the common stock of Oragenics that was held by us as an investment. All shares were sold during fiscal 2025.
Interest Expense
Interest expense includes interest on debt outstanding, as well as the amortization of debt discount and debt issuance costs. Certain information regarding debt outstanding was as follows:
| Three Months Ended October 31, | ||||||||
| 2025 | 2024 | |||||||
| Weighted average debt outstanding | $ | 2,133,580 | $ | 1,939,015 | ||||
| Weighted average interest rate | 10.30% | 10.07% | ||||||
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Liquidity and Capital Resources
See Recent Funding above for a discussion of our recent financings.
The following table sets forth the primary sources and uses of cash:
| Three Months Ended October 31, | ||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (283,998 | ) | $ | (248,514 | ) | ||
| Net cash provided by financing activities | 290,500 | 300,000 | ||||||
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 would suspend research and development activities until market conditions improve.
Debt
The following notes payable were outstanding:
| October 31, | July 31, | |||||||
| 2025 | 2025 | |||||||
| Convertible notes payable, officers and directors | $ | 100,000 | $ | 100,000 | ||||
| Notes payable | 400,000 | 300,000 | ||||||
| Unamortized debt discount | (5,778 | ) | (512 | ) | ||||
| Notes payable, net | 394,222 | 299,488 | ||||||
| Convertible notes payable | 1,660,667 | 1,584,667 | ||||||
| Unamortized debt discount | (181,428 | ) | – | |||||
| Convertible notes payable, net | 1,479,239 | 1,584,667 | ||||||
| Total notes payable | 2,160,667 | 1,984,667 | ||||||
| Unamortized debt discount | (187,206 | ) | (512 | ) | ||||
| Total notes payable outstanding, net | $ | 1,973,461 | $ | 1,984,155 | ||||
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Inflation
Inflation did not have a material impact on our business or results of operations during the periods reported.
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 the Company’s Chief Executive Officer and Chief Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of October 31, 2025. 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 October 31, 2025, our Chief Executive Officer and Principal Financial and Accounting Officer concluded that, as of such date, as a result of the material weaknesses in internal control over financial reporting that are described below in Management's Report on Internal Control Over Financial Reporting, our disclosure controls and procedures were not effective.
As previously reported in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025, 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 Segregation of 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.
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In light of the material weaknesses described above, prior to the filing of this Form 10-Q for the period ended October 31, 2025, 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 Financial Reporting
During the period covered by this Quarterly Report on Form 10-Q, we implemented a third-party independent review and approval process for journal entries. This enhancement is intended to strengthen our internal control over financial reporting. Other than this change, there were 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 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 three-month period ended October 31, 2025 to the risk factors discussed in our Annual Report on Form 10-K for the year ended July 31, 2025. If any of the identified risks 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, 2025 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 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
During the quarter ended October 31, 2025, we issued warrants immediately exercisable for a total of 1,100,000 shares of our common stock at $0.10 per share.
In issuing these securities, we relied on an exemption from the registration requirements of the Securities Act of 1933 provided by Section 4(a)(2) of the Securities Act of 1933.
| Item 5. | Other Information |
During the quarter ended October 31, 2025, no director
or officer
| Item 6. | Exhibits |
The following exhibits are filed herewith and this list constitutes the exhibit index.
| Exhibit Number | Exhibit Description | |
| 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 | Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes to condensed consolidated financial statements | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101). |
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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 December 11, 2025.
| ODYSSEY HEALTH, 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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