UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 21, 2026, Odyssey Health, Inc., a Nevada corporation (“Odyssey” the “Company”) successfully closed the Master Technology and Sub-license Agreement (the “Agreement”) with NeuRX Health, Inc. (“NeuRX”) which was entered into on October 14, 2025, and as further described in the Company’s Form 8-K filed with the Securities and Exchange Commission on October 17, 2025. Pursuant to the Agreement, the Company signed the Agreement granting its wholly-owned subsidiary, Odyssey Medical Devices, Inc., exclusive, worldwide marketing and distribution rights to the BreastCheckTM, a non-invasive test for breast abnormalities. The transaction was subject to certain customary closing conditions by each party and both parties have satisfied the conditions.
The information set forth in the Form 8-K Current Report filed on October 17, 2025, is hereby incorporated by reference into this Form 8-K Current Report.
The description of the Agreement contained therein is a summary and is qualified in its entirety by reference to the form of the Agreement in the Form 8-K Current Report filed on October 17, 2025.
On April 21, 2026, the Company and NeuRX entered into Amendment No. 1 to the Agreement to effectuate the closing.
| Item 8.01. | Other Information. |
On April 22, 2026, the Company issued a press release announcing the Closing of the Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 | |
| 10.2 | Amendment No. 1, dated April 21, 2026, to the Master Technology and Sub-License Agreement dated October 14, 2025 |
| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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: April 24, 2026 | By: | /s/ Joseph Michael Redmond |
| Joseph Michael Redmond Chief Executive Officer | ||
| 3 |
Exhibit 10.2
AMENDMENT NO. 1 TO THE
MASTER TECHNOLOGY SUB-LICENSE AGREEMENT
This AMENDMENT (this “Amendment”) is entered into as of April 21, 2026, the “Effective Date”), and made effective as of the Effective Date, by and between Odyssey Health, Inc., its wholly owned subsidiary, Odyssey Medical Devices, Inc., a Nevada corporation, (the “Company” “Licensee”), and NeuRX Health, Inc. a Wyoming corporation (“NeuRX” “Licensor”) (collectively the “Parties”), binding on the undersigned parties as of that date.
RECITALS
The Company and NeuRX entered into a Technology and Sub-license Agreement (the “Agreement”) dated as of October 14, 2025, pursuant to which the Company obtained license rights to the BreastCheck™ device.
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 to amend the Agreement as follows:
| 1. | Amendment to Section 1.3.1 – Cash Consideration. Section 1.3.1 is hereby amended and restated in its entirety to read as follows: |
“As consideration for the grant of the sublicense, and until such time that the terms of the Technology and Material Transfer Agreement are met, Licensee agrees to pay Licensor an amount equal to ten percent (10%) of net cash proceeds actually received by Licensee from draws under the equity line of credit currently in effect. Once terms of the Technology and Material Transfer Agreement are met, and at the sole discretion of Licensee, the Licensee agrees to pay, Licensor an amount equal to thirty percent (30%) of net cash proceeds actually received by Licensee from draws under the equity line of credit currently in effect (hereafter the “Cash Consideration”). The Cash Consideration shall be calculated after satisfaction of payment obligations to the Debt Holders on Exhibit E.”
| 2. | Amendment to Section 1.4.2(iii). Section 1.4.2(iii) is hereby amended and restated in its entirety to read as follows: |
“A fully executed Technology and Material Transfer Agreement between Licensee and Licensor.”
| 3. | Effectiveness; Conflict. Except as modified hereby, the Agreement and terms thereof shall remain in full force and effect. On and after the effectiveness of this Amendment, each reference to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Agreement, as amended by this Amendment. To the extent the terms of this Amendment conflict with any provision of the Agreement or any of the documents referenced therein, then the provisions of this Amendment shall control. |
| 4. | Counterparts. 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 FOLLOWS]
| 1 |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date.
|
LICENSOR:
NEURX HEALTH, INC. | |||
| By: |
/s/ Robert Hainey | ||
| Name: | Robert Hainey | ||
| Title: | Chief Executive Officer | ||
|
LICENSEE:
ODYSSEY HEALTH, INC. | |||
| By: |
/s/ J. Michael Redmond | ||
| Name: | J. Michael Redmond | ||
| Title: | Chief Executive Officer | ||
| 2 |
Exhibit 99.1
Odyssey Health, Inc. Secures Exclusive Global Distribution Rights for BreastCheck™ to Drive Recurring Revenue Growth
Agreement Positions Company for Near-Term Revenue and Commercial Launch
LAS VEGAS, NV, April 22, 2026 (GLOBE NEWSWIRE) — Odyssey Health, Inc. (OTCQB: ODYY), a medical device company focused on life-saving technologies, today announced the closing of a definitive sub-license agreement granting its wholly-owned subsidiary, Odyssey Medical Devices, Inc., exclusive worldwide marketing and distribution rights for BreastCheck™.
This transaction positions Odyssey to enter the global breast cancer screening market, estimated at approximately $26 billion, with a differentiated, non-invasive, at-home screening solution. BreastCheck™ delivers results in approximately 15 minutes and is designed to aid early-stage detection of breast abnormalities, supporting increased accessibility and frequency of screening.
While not a replacement for mammography, BreastCheck™ is designed to serve as a first line screening tool, potentially expanding patient engagement and driving recurring usage. BreastCheck™ is registered with the U.S. Food and Drug Administration) and with regulatory authorities in the European Union and the United Kingdom, enabling a broad commercial footprint.
“With the addition of BreastCheck™, we are advancing our strategic transition toward revenue-generating commercial products with recurring revenue potential,” said Michael Redmond, President and CEO of Odyssey. “We believe this agreement provides a clear pathway to near-term revenue, with commercial sales anticipated to commence in the second half of the year. This milestone significantly strengthens our portfolio and supports our long-term growth strategy.”
About BreastCheckTM
BreastCheck™, a product of Davion Healthcare PLC, is a safe, accurate and low-cost, way to routinely monitor for breast abnormalities and is intended to be an adjunct to established procedures for the detection of breast disease, such as clinical breast examination and mammography. Abnormalities within the breast frequently produce additional breast heat. BreastCheck™ averages temperature at three areas on each breast. By comparing the temperature of corresponding areas of one breast to the other and entering the results on the BreastCheck™ Mobile App, results can be interpreted immediately.
About Breast Cancer
Breast cancer is the most common cancer in women worldwide and a leading cause of cancer-related deaths. It occurs when abnormal cells in the breast grow uncontrollably, forming tumors that may spread to other parts of the body. The American Cancer Society estimates that in the United States about 316,950 invasive and 59,080 non-invasive cases are expected in 2025 and breast cancer accounts for roughly 30% of new cancers among women. According to the World Health Organization, in 2022, an estimated 2.3 million women were newly diagnosed with breast cancer worldwide and around 670,000 die from the disease. If current trends continue, by 2050 the number of new breast cancer cases per year is projected to rise to 3.2 million globally.
About Odyssey Health, Inc.
Odyssey Health, Inc. (OTCQB: ODYY) is a medical technology company with a focus in the area of life-saving medical solutions. Odyssey’s corporate mission is to create, acquire and accumulate distinct assets, intellectual properties, and exceptional technologies that provide meaningful medical solutions. The Company is focused on building and acquiring assets with an identified technological advantage, superior clinical utility, and a substantial market opportunity. Odyssey Medical Devices, Inc is a wholly owned subsidiary of Odyssey Health Inc.
Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the Company’s ability to successfully and timely close the sub-license agreement. These statements are based on management’s current expectations, assumptions, and available information. Forward-looking statements are often identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” and similar expressions that do not relate solely to historical facts. Investors are cautioned not to place undue reliance on these statements, as they are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include, but are not limited to: the Company’s ability to advance the manufacturing and commercialization of BreastCheck™ within anticipated timelines; its ability to secure adequate financing, whether dilutive or non-dilutive; and its expectations regarding the potential benefits, effectiveness, safety, manufacturing, and distribution of BreastCheck™, as well as broader economic and market conditions. Additional risks are detailed in the Company’s filings with the U.S. Securities and Exchange Commission. All forward-looking statements speak only as of the date of this communication, and the Company undertakes no obligation to update them, except as required by law.