Odyssey Health, Inc.
For the period ended Jul 31, 2026. Filed Oct 28, 2026.
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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.
FY2026 · Filed Oct 28, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-K
Period ended 2026-07-31; filed 2026-10-28.
0001683168-26-008124
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 49 previous paragraphs and 59 current paragraphs.
26 unchanged; 8 reworded; 25 added; 15 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 6 previous and 7 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 (25)
Current report
$100,000 Promissory Note
Current report
Mast Hill Fund L.P.
Current report
August 27, 2025 Securities Purchase Agreement
Current report
November 13, 2025 Securities Purchase Agreement Tranche
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 7 of Notes to Condensed Consolidated Financial Statements for additional information.
Current report
December 31, 2025 Securities Purchase Agreement Tranche
Current report
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 7 of Notes to Condensed Consolidated Financial Statements for additional information.
Current report
See Note 1 of Notes to Condensed Consolidated Financial Statements.
Current report
The increase in business development and investor relations expense primarily related to our agreement with NeuRX Health, Inc. and associated investor relations outreach. The decrease in public company expense in Fiscal 2026 was due to lower securities filing activity. The decrease in stock-based compensation was due to less stock-based compensation in Fiscal 2026 due to fewer equity awards being granted and no unrecognized stock-based compensation. See Note 2 of Notes to Consolidated Financial Statements.
Current report
Change in Fair Value of Derivative Liability
Current report
Change in fair value of derivative liabilities in Fiscal 2026 relates to the value of the variable conversion features embedded in our August 27, 2025 SPA and November 13, 2025 SPA with Mast Hill. See Note 6 of Notes to Consolidated Financial Statements for additional information.
Current report
Gain on Extinguishment of Accounts Payable Debt
Current report
Gain on extinguishment of accounts payable in Fiscal 2026 relates to a total of $759,114 of accounts payable and accrued wages that were forgiven by a total of 17 vendors.
Current report
Mast Hill Conversions Pursuant to the December 13, 2022 Securities Purchase Agreement
Current report
On March 25, 2026, Mast Hill converted $28,482 of interest and $1,750 in fees for a total of $30,232 into 419,000 shares of our common stock at a price of $0.072 per share.
Current report
On April 29, 2026, Mast Hill converted $43,494 of principal, $4,796 of interest and $1,750 in fees for a total of $50,040 into 695,000 shares of our common stock at a price of $0.072 per share.
Current report
Mast Hill Conversions Pursuant to the August 27, 2025 Securities Purchase Agreement
Current report
On June 17, 2026, Mast Hill provided notice to convert $7,415 of principal and $17,660 of accrued interest related to this convertible note into 5,000,000 shares of our common stock at $0.005015 per share.
Current report
Mast Hill Conversion Pursuant to the November 13, 2025 Convertible Note and Maintenance Agreement
Current report
On September 17, 2026, Mast Hill converted $29,550 of accrued interest in their outstanding maintenance note into 4,250,000 shares of our common stock at a conversion price of $0.006953 per share.
Current report
Following the conversion, at September 17, 2026, there was $2,262,000 of principal and $160,706 of accrued interest outstanding.
Current report
Mast Hill Notes – Defaults and Global Amendment
Current report
Our convertible promissory notes held by Mast Hill Fund, L.P. (“Mast Hill”) originally matured between August 27, 2026 and December 31, 2026. Our note issued to Mast Hill in August 2025 matured on August 27, 2026 and was not repaid. In addition, as described in Note 7, we have not reserved the full number of shares of common stock required under the Maintenance Note and the Master Note issued to Mast Hill (the “Reserved Amount”).
Current report
On October 23, 2026, we entered into a Global Amendment with Mast Hill (the “Global Amendment”) covering all four of our promissory notes held by Mast Hill, including each tranche funded under the Master Note. Under the Global Amendment, (i) the maturity date of each of the notes was extended to January 31, 2027; (ii) Mast Hill agreed to a one-time waiver of any event of default under Section 3.1 or Section 3.2 of the notes that occurred on or before October 23, 2026, which includes our nonpayment of the August 2025 note at maturity and our failure to maintain the Reserved Amount; and (iii) Mast Hill agreed to a one-time waiver of any event of default under Section 3.2 of the notes that may occur from October 23, 2026 through January 31, 2027 as a result of our failure to satisfy the Reserved Amount.
Current report
The waivers are limited to the events of default described above. They do not apply to any other event of default under the notes, to any payment default occurring after October 23, 2026, including a failure to repay the notes at their extended maturity date, or to any failure to maintain the Reserved Amount after January 31, 2027. We do not currently have sufficient funds to repay the notes at their extended maturity date. If Mast Hill were to declare an event of default that is not waived or cured, Mast Hill could accelerate amounts due under the notes and terminate the Maintenance Agreement. Any such action could have a material adverse effect on our liquidity, financial condition and results of operations.
Removed paragraphs (15)
Previous report
Accredited Investor Promissory Note
Previous report
Sale of Oragenics Common Stock
Previous 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.
Previous report
Research and Development
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 fiscal 2025.
Previous report
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 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.
Previous report
Gain on Sale of Product Candidates and Related Assets
Previous report
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 report
Impairment of Investment in Preferred Stock of Oragenics, Inc.
Previous report
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 report
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 report
Mast Hill Conversion of Accrued Interest
Previous report
LGH Conversion of Accrued Interest
Reworded paragraphs (8)
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 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 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
See Note 1 of Notes to Consolidated Financial Statements.
Current wording
On August 27, 2025, we received net proceeds of $190,500 pursuant to a Securities Purchase Agreement with Mast Hill. See Note 7 of Notes to Condensed Consolidated Financial Statements for additional information.
Previous 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.
Current wording
We do not currently sell or market any products. The service fees are recorded as an offset to the Maintenance note principal and accrued interest. 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. We provide maintenance and related services for a commercial facility pursuant to our Maintenance Agreement with Mast Hill 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 approximately $252,450 per year.
Previous wording
General and administrative 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.
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
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.
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 Note 4 of Notes to Consolidated Financial Statements for additional information.
Previous wording
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 wording
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.
Previous wording
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.
Current wording
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.