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Odyssey Health, Inc.

For the period ended Oct 31, 2025. Filed Dec 11, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Oct 31, 2025 · Filed Dec 11, 2025

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-04-30; filed 2025-06-13.

0001683168-25-004494

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-10-31; filed 2025-12-11.

0001683168-25-009080

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 40 previous paragraphs and 39 current paragraphs.

19 unchanged; 11 reworded; 9 added; 10 removed; 0 previous and 0 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 (9)

Current report

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.

Current report

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.

Current report

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.

Current report

Loss from Change in Fair Value of Oragenics, Inc. Common Stock

Current report

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.
Removed paragraphs (10)

Previous report

Our Research and development expense includes expenses related to our current projects, including, clinical research, design and manufacturing, formulation, regulatory and consultants.

Previous report

We are not currently working on any projects and, therefore, we did not have any Research and development expense in the three or nine months ended April 30, 2025.

Previous report

The decreases in Stock-based compensation for the three and nine months ended April 30, 2025 compared to the same periods of 2024 were due to no options granted in the three and nine month periods ended April 30, 2025 and fewer unvested awards outstanding.

Previous report

The decreases in wages and business development and investor relations were due to fewer employees and lower activity throughout the company. The decrease in legal and professional fees was due to lower legal fees incurred.

Previous report

The gain on sale of asset in fiscal 2024 relates to our one-time sale of our drug candidates for the treatment of mild traumatic brain injury (“mTBI”), also known as concussion, and for the treatment of Niemann Pick Disease Type C (“NPC”), as well as our proprietary powder formulation and its nasal delivery device to Oragenics in December 2023.

Previous report

The decreases in interest expense in the three and nine month periods ended April 30, 2025, compared to the same periods of 2024 were due to lower amortization of beneficial conversion feature, debt discount and debt issuance costs, partially offset by higher average debt outstanding and higher average interest rates.
Reworded paragraphs (11)

Previous wording

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 the 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.

Current wording

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.

Previous wording

We plan to license, improve, and develop our products and identify and select distribution channels. We intend to establish agreements with distributors to get products to market quickly and undertake and engage in direct marketing efforts as we move closer to regulatory approvals. We will determine the most effective distribution method for each unique product we include in our portfolio. We will engage third-party research and development firms that specialize in creating products to assist us in developing our own products, and we will apply for trademarks and patents once we have developed proprietary products.

Current wording

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.

Previous wording

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 April 30, 2025, $300,000 in principal and $38,315 in accrued interest remained outstanding.

Current wording

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.

Previous wording

During the nine months ended April 30, 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, 2024, which was filed with the SEC on November 13, 2024.

Current wording

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.

Previous wording

We do not currently sell or market any products and did not have any revenue in the three or nine month periods ended April 30, 2025 or 2024. 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 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 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.

Previous wording

General and administrative expense includes expenses related to salaries and benefits for employees, business development and investor relations, insurance expense, costs related to maintaining compliance as a public company, and legal and professional fees.

Current wording

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.

Previous wording

The net decreases in General and administrative expense were due to the following:

Current wording

The change in General and administrative expense was due to the following:

Previous 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:

Current wording

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:

Previous wording

See Recent Funding above for a discussion of our recent debt and equity financings.

Current wording

SeeRecent Funding above for a discussion of our recent financings.

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 or results of operations during the periods reported.