Odyssey Health, Inc.

As filed with the Securities and Exchange Commission on August 4, 2025.

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1**

REGISTRATION STATEMENT

Under

The Securities Act of 1933

Odyssey Health Incorporated**

**(Exact name of Registrant as specified in its charter)

2300 West Sahara Avenue, Suite 800 - #4012,

Las Vegas, NV 89102

**(702)780-6559

**(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

**Joseph Michael Redmond

President and Chief Executive Officer

Odyssey Health Incorporated

2300 West Sahara Avenue, Suite 800 - #4012,

Las Vegas, NV 89102

**(702) 780-6559

**(Name, address, including zip code, and telephone number, including area code, of agent for service)

**Please send copies of all communications to:

Joshua D. Brinen

Brinen & Associates, LLC

330 Seventh Avenue, Suite 501

New York, New York 10001

(212) 330-8151

**Approximate date of commencement of the proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

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):

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and the selling stockholder is not soliciting offers to buy these securities in any state or other jurisdiction where the offer or sale of these securities is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 4, 2025.

PROSPECTUS

20,000,000 Shares

This prospectus relates to the sale of up to Twenty Million (20,000,000) shares of our common stock by, Mast Hill Fund, L.P. (“Mast Hill Fund”).

The shares of our common stock to which this prospectus relates have been or may be issued by us to Mast Hill Fund pursuant to a purchase agreement, dated as of July 29, 2025, we entered into with Mast Hill Fund which we refer to in this prospectus as the Purchase Agreement.

We will not receive proceeds from the sale of the shares by Mast Hill Fund. However, we may receive proceeds of up to an additional $25,000,000 from the sale of our common stock to Mast Hill Fund pursuant to the purchase agreement from time to time after the registration statement of which this prospectus is a part is declared effective.

Mast Hill Fund is referred to herein as the selling stockholder.

The selling stockholder is an “underwriter” within the meaning of the Securities Act of 1933, as amended. Mast Hill Fund may sell the shares of common stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for more information about how the selling stockholder may sell the shares of common stock being registered pursuant to this prospectus.

We will pay the expenses of registering these shares, but all selling and other expenses incurred by the selling stockholder will be paid by the selling stockholder. See “Plan of Distribution.”

Our common stock is quoted on the Over the Counter Venture (OTCQB) exchange under the trading symbol “ODYY”. On August 1, 2025, the last reported sale price per share of our common stock was $0.022 per share.

You should read this prospectus, together with additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information”, carefully before you invest in any of our securities.

Investing in our securities involves a high degree of risk. See “Risk Factors” on page 3 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is August 4, 2025.

TABLE OF CONTENTS

Page

We incorporate by reference important information into this prospectus. You may obtain the information incorporated by reference without charge by following the instructions under the section of this prospectus entitled “Where You Can Find More Information.” You should carefully read this prospectus as well as additional information described under the section of this prospectus entitled “Incorporation of Certain Information by Reference,” before deciding to invest in our common shares.

Unless the context otherwise requires, the terms Odyssey,” “we,” “us” and “our” in this prospectus refer to Odyssey Health Inc., and “this offering” refers to the offering contemplated in this prospectus.

Neither we nor the selling stockholder authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under the circumstances and in the jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. We are not, and the selling stockholder is not, making an offer of these securities in any jurisdiction where such offer is not permitted.

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