Odyssey Health, Inc.
For the period ended Jan 31, 2026. Filed Mar 12, 2026.
View on SEC.govAbout 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.
Jan 31, 2026 · Filed Mar 12, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-01-31; filed 2026-03-12.
0001683168-26-001695
Item 2. 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 39 previous paragraphs and 47 current paragraphs.
29 unchanged; 9 reworded; 8 added; 1 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 6 previous and 8 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 (8)
Current report
November 13, 2025 Securities Purchase Agreement Tranche
Current report
December 31, 2025 Securities Purchase Agreement Tranche
Current report
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Current report
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Current report
Financing Costs
Current report
Financing costs in the fiscal 2026 periods included the following:
Current report
Change in Fair Value of Derivative Liability
Current report
Change in fair value of derivative liabilities in the fiscal 2026 periods relates to the value of the variable conversion feature embedded in our August 27, 2025 SPA and November 13, 2025 SPA with Mast Hill. See Notes 4 and 5 of Notes to Condensed Consolidated Financial Statements for additional information.****
Removed paragraphs (1)
Previous report
November 13, 2025 Securities Purchase Agreement
Reworded paragraphs (9)
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 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 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.
Previous 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.
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, a non-affiliated 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 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.
Current wording
Other than as described in Note 1 of Notes to Condensed Consolidated Financial Statements, during the six months ended January 31, 2026, 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 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.
Current wording
We provide maintenance and related services for a commercial facility pursuant to our Maintenance Agreement with Mast Hill Fund, L.P. beginning November 13, 2025 and ending on the first business day of February 2034. In exchange, Mast Hill pays us service fees which currently total $245,000 per year. We do not currently sell or market any products. 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.
Previous wording
The change in General and administrative expense was due to the following:
Current wording
The changes in General and administrative expense were due to the following:
Previous wording
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 wording
The decrease in public company expense for the six months ended January 31, 2026 was due to lower securities filing activity. The increase in wages for the three months ended January 31, 2026 was due to wages paid to our officers. The decrease in wages for the six months ended January 31, 2026, was due to a voluntary decrease in executive salaries. The decreases in stock-based compensation were due to no stock-based compensation in the three and six months of fiscal 2026 due to no equity awards being granted and no unrecognized stock-based compensation. The decreases were offset by increases 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.
Previous wording
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.
Current wording
Loss from change in fair value of Oragenics, Inc. common stock in the prior year period related to the value of the common stock of Oragenics that was held by us as an investment. All shares were sold during fiscal 2025.*** ***
Previous wording
SeeRecent Funding above for a discussion of our recent financings.
Current wording
See Recent Funding above for a discussion of our recent financings.
Previous wording
Inflation did not have a material impact on our business or results of operations during the periods reported.
Current wording
Inflation did not have a material impact on our business and results of operations during the periods being reported on.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On December 31, 2025, we entered into the second tranche of the November 13, 2025, Securities Purchase Agreement with Mast Hill and received net proceeds of $437,500. See Note 5 of Notes to Condensed Consolidated Financial Statements for additional information.