Odyssey Health, Inc.
For the period ended Jul 31, 2025. Filed Oct 29, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Oct 29, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-07-31; filed 2024-11-13.
0001683168-24-007967
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-07-31; filed 2025-10-29.
0001683168-25-007842
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 61 previous paragraphs and 49 current paragraphs.
24 unchanged; 11 reworded; 13 added; 25 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 7 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
Accredited Investor Promissory Note
Current report
On August 14, 2024, we entered into a $300,000 promissory note (the “Note”) with an accredited investor. The $300,000 was received on August 22, 2024. The Note has a one-year maturity, becoming due on August 22, 2025, and bears interest at the rate of 18% per annum. In addition, we issued the investor a warrant to purchase 300,000 shares of our common stock at $0.10 per share that expires August 14, 2029, with a fair value of $13,343. At July 31, 2025, $300,000 in principal and $51,925 in accrued interest remained outstanding. On August 14, 2025, this note was amended to extend the maturity date to January 31, 2026.
Current report
Sale of Oragenics Common Stock
Current report
In the fourth quarter of fiscal 2025, we sold all 17,044 shares of Oragenics common stock at an average price of $4.35 per share for net proceeds of $69,787 after fees and commissions. See Note 2.
Current report
We are not currently working on any projects and, therefore, we did not have any Research and development expense in fiscal 2025.
Current report
The decreases in wages and business development and investor relations were due to lower salaries of executives and lower business activity. The decrease in legal and professional fees was due to lower legal fees incurred. The decrease in stock-based compensation was due to no options granted in fiscal 2025 and fewer unvested awards outstanding. The decreases were offset by an increase in public company expense.
Current report
Gain on Sale of Product Candidates and Related Assets
Current report
Loss from Change in Fair Value of Oragenics, Inc. Common Stock
Current report
Mast Hill Conversion of Accrued Interest
Current report
On August 29, 2025, Mast Hill converted $80,618 of interest and $1,750 in fees for a total of $82,368 into 1,144,000 shares of our common stock at a price of $0.072 per share. See Note 13 of Notes to Consolidated Financial Statements.
Current report
LGH Conversion of Accrued Interest
Current report
Conversion of LGH Investments, LLC Convertible Note
Current report
On October 6, 2025, LGH provided notice to convert $144,000 of their outstanding convertible note into 2,000,000 shares of our common stock at $0.072 per share. Following the conversion, there was $891,000 of principal and $281,875 of accrued interest outstanding. See Note 13 of Notes to Consolidated Financial Statements.
Removed paragraphs (25)
Previous report
In August 2024, we entered into a one-year, $300,000 promissory note with an interest rate of 18% per annum due August 14, 2025.
Previous report
On February 13, 2024, we entered into a six-month, $50,000 promissory note with an accredited investor, with an interest rate of 10% per annum and due August 11, 2024 and convertible into 20,000 shares of Oragenics common stock currently held by us at the investor’s option. In June 2024, this note was amended to provide for settlement of the note by issuing the accredited investor 30,000 shares of Oragenics common stock currently held by us at the investor’s option. As of the date of this filing, this note remains outstanding.
Previous report
LPC Purchase Agreement Draws
Previous report
During the year ended July 31, 2024, LPC purchased a total of 600,000 shares of our common stock for total proceeds of $55,620 pursuant to the August 14, 2020, LPC Purchase Agreement. At December 31, 2023, the LPC Purchase Agreement expired.
Previous report
Asset Agreement with Oragenics, Inc.
Previous report
On October 4, 2023, we entered into an Asset Sale Agreement (the “Agreement”) with Oragenics, which closed on December 28, 2023. Pursuant to the Agreement, we sold certain assets related to the treatment of brain related illnesses and diseases (the “Assets”) with a total carrying value of $48,367 to Oragenics in exchange for (i) $1,000,000 in cash; (ii) 8,000,000 shares of convertible Series F preferred stock; and (iii) the assumption of $325,672 of our accounts payable. The total value of consideration received was $16,449,054, which resulted in a gain of $16,400,687.
Previous report
We received $500,000 upon the execution of the Agreement on October 4, 2023, and received the additional $500,000 on December 11, 2023, upon our stockholder approval for the sale of the Asset. Following the closing of the Agreement on December 28, 2023, we received 8,000,000 shares of Series F preferred stock. Upon receipt, 511,308 shares of the Series F preferred stock, which represented 19.9% of the then outstanding shares of Oragenics common stock, converted into 511,308 shares of Oragenics common stock.
Previous report
At the closing, we were required to obtain the consent of Mast Hill to consummate the closing of the Asset Agreement. As part of the consent, we entered into a pledge agreement with Mast Hill granting a security interest in 154,545 of the total preferred shares, and collectively with all of the common shares or other securities into which the preferred shares are converted or exchanged into common shares, until the Mast Hill debt is paid.
Previous report
The remaining shares of convertible Series F preferred stock will convert upon Oragenics shareholder approval and upon certain listing and change in control criteria being achieved.
Previous report
Accredited Investor Note Payable
Previous report
On July 7, 2023, we received a $150,000 advance from an accredited investor related to a $500,000 Note Purchase Agreement (the “NPA”) entered into with two accredited investors on August 15, 2023, at which time the additional $350,000 was received.
Previous report
See Note 7 of Notes to Condensed Consolidated Financial Statements for additional information.
Previous report
See Note 1 of Notes to Financial Statements.
Previous report
In-Process Research and Development
Previous report
In-process research and development in fiscal 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 Notes 2 and 5 of Notes to Consolidated Financial Statements.
Previous report
The change in Research and development was due to the following:
Previous report
The decreases in the Phase I clinical trial and the Australian research and development rebate in fiscal year 2024 compared to fiscal year 2023, were the result of the completion of the dosing of subject in the first quarter of fiscal 2023. No additional expenses are expected related to ONP-002 as a result of the sale of the asset to Oragenics.
Previous report
Stock-Based Compensation
Previous report
The decrease in Stock-based compensation in fiscal year 2024 compared to fiscal year 2023 was due to fewer grants and unvested awards outstanding.
Previous report
The decrease in business development, investor relations and consulting fees was a result of decreased activities related to business development. Legal and professional fees decreased due to lower expense in the second half of fiscal 2024. The decrease in wages was due to lower employee headcount for the second half of 2024.
Previous report
Gain on Sale of Asset
Previous report
Impairment of Investment
Previous report
Unrealized Losses on Investment
Previous report
Cash used in investing activities was for a patent related to our ONP-002 drug device combination.
Previous report
See Note 14 of Notes to Consolidated Financial Statements for information regarding a $300,000 promissory note entered into in August 2024.
Reworded paragraphs (11)
Previous wording
See Note 4 of Notes to Condensed Consolidated Financial Statements for additional information.
Current wording
See Note 1 of Notes to Consolidated Financial Statements.
Previous wording
We do not currently sell or market any products and we did not have any revenue for the years ended July 31, 2024 or 2023. 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.
Current wording
We do not currently sell or market any products and we did not have any revenue for the years ended July 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.
Previous wording
Research and development relates to our current projects and includes expenses for clinical research, design and manufacturing, formulation, regulatory and consultants.
Current wording
Our Research and development expense includes expenses related to our current projects, including, clinical research, design and manufacturing, formulation, regulatory and consultants.
Previous wording
In fiscal 2024, we earned a research and development rebate from the Australian government of $53,578 related to our Phase I clinical trial of our concussion drug device combination compared to $330,050 in fiscal 2023. These amounts were recorded as offsets to Research and development expense.
Current wording
In fiscal 2024, we earned a research and development rebate from the Australian government of $53,578 related to our Phase I clinical trial of our concussion drug device combination which was recorded as an offset to Research and development expense.
Previous wording
The gain on sale of asset in fiscal 2024 relates to our sale of our drug candidates for treating mild traumatic brain injury (“mTBI”), also known as concussion, and for treating Niemann Pick Disease Type C (“NPC”), as well as our proprietary powder formulation and its nasal delivery device to Oragenics in December 2023.
Current wording
The gain on sale of product candidates and related assets in fiscal 2024 relates to our sale of our drug candidates for treating mild traumatic brain injury (“mTBI”), also known as concussion, and for treating Niemann Pick Disease Type C (“NPC”), as well as our proprietary powder formulation and its nasal delivery device to Oragenics in December 2023.
Previous wording
Impairment of investment in fiscal 2024 relates to the revaluation to zero of the preferred stock of Oragenics held by us as an investment. See Notes 2 and 6 of Notes to Consolidated Financial Statements for additional information.
Current wording
Impairment of investment in preferred stock of Oragenics, Inc. in fiscal 2024 relates to the revaluation of the preferred stock of Oragenics held as an investment to zero. See Notes 2 and 6 of Notes to Consolidated Financial Statements for additional information.
Previous wording
Unrealized losses on investment in fiscal 2024 relates to the common stock of Oragenics held by us as an investment. See Notes 2 and 6 of Notes to Consolidated Financial Statements for additional information.
Current wording
Loss from change in fair value of Oragenics, Inc. common stock 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. See Notes 2 and 6 of Notes to Consolidated Financial Statements for additional information.
Previous wording
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:
Current wording
Interest expense includes interest on debt outstanding, as well as the amortization of beneficial conversion feature, debt discount and debt issuance costs. Certain information regarding debt outstanding was as follows:
Previous wording
The decrease in interest expense was due to lower weighted average debt outstanding, partially offset by a higher weighted average interest rate.
Current wording
The decrease in interest expense was due to lower amortization of beneficial conversion feature, debt discount and debt issuance costs, partially offset by higher average interest rates.
Previous wording
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 have suspended research and development activities until market conditions improve.
Current wording
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.
Previous wording
Inflation did not have a material impact on our business and results of operations during the periods being reported on.
Current wording
Inflation did not have a material impact on our business and results of operations during the periods being reported.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Impairment of Investment in Preferred Stock of Oragenics, Inc.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
The in-process research and development Assets include drug candidates for treating mild traumatic brain injury (“mTBI”), also known as concussion, and for treating Niemann Pick Disease Type C (“NPC”), as well as our proprietary powder formulation and its nasal delivery device.