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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Item 15. Exhibits and Financial Statement Schedules
| Item 15. | Exhibits and Financial Statement Schedules |
|---|
Financial Statements and Schedules
The Financial Statements, together with the report thereon by Turner, Stone & Company, L.L.P., Independent Registered Public Accounting Firm, are included on the pages indicated below:
| Report of Independent Registered Public Accounting Firm | F-1 |
|---|---|
| Consolidated Balance Sheets as of July 31, 2026 and 2025 | F-2 |
| Consolidated Statements of Operations and Comprehensive Loss for the Years Ended July 31, 2026 and 2025 | F-3 |
| Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended July 31, 2026 and 2025 | F-4 |
| Consolidated Statements of Cash Flows for the Years Ended July 31, 2026 and 2025 | F-5 |
| Notes to Consolidated Financial Statements | F-6 |
There are no schedules required to be filed herewith.
Exhibits
The following list is intended to constitute the exhibit index.
EXHIBIT INDEX
| Exhibit Number | Exhibit Description |
| 3.1 | Articles of Incorporation of Odyssey Group International, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 8, 2014). |
| 3.2 | Amended Articles of Incorporation of Odyssey Group International, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 8, 2014). |
| 3.3 | Bylaws of Odyssey Group International, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 8, 2014). |
| 10.1 | Employment Agreement, dated January 21, 2021 by and between Odyssey Group International, Inc. and Joseph Michael Redmond (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on January 26, 2021).** |
| 10.2 | Employment Agreement, dated January 21, 2021 by and between Odyssey Group International, Inc. and Christine M. Farrell (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on January 26, 2021).** |
| 10.3 | License Transfer Agreement, effective as of January 31, 2019, by and between Odyssey Group International, Inc. and Electromedica, LLC (incorporated by reference to Exhibit 10.5 to Form S-1 filed with the SEC on November 23, 2020). |
| 10.4 | Intellectual Property Purchase Agreement, effective as of June 26, 2019, by and among Odyssey Group International, Inc., James De Luca and Murdock Capital Partners (incorporated by reference to Exhibit 10.7 to the Form S-1 filed with the SEC on November 23, 2020). |
| 10.5 | Warrant, dated October 18, 2021 issued to Tysadco Partners LLC. (incorporated by reference to Exhibit 10.2 Form 8-K filed with the SEC on October 21, 2021). |
| 10.6 | Warrant dated October 22, 2021 issued to Lincoln Park Capital, LLC. (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on October 26, 2021). |
| 10.7 | Form of Warrant Agreement dated April 14, 2022 between Odyssey Health, Inc. and certain purchasing security holders (incorporated by reference to Exhibit 10.3 to Form 10-Q filed with the SEC on June 14, 2022). |
| 10.8 | Form of Promissory Note dated December 21, 2021 between Odyssey Health, Inc. and various officers and directors (incorporated by reference to Form 8-K filed with the SEC on December 27, 2021). ** |
| 10.9 | Form of Amendment No. 1 to Promissory Note dated April 20, 2022 between Odyssey Health, Inc. and various officers and directors (incorporated by reference to Exhibit 10.5 to Form 10-Q filed with the SEC on June 14, 2022).** |
| 10.10 | Form of Amendment No. 2 to Promissory Note dated June 4, 2022 between Odyssey Health, Inc. and various officers and directors (incorporated by reference to Exhibit 10.8 to Form 10-Q filed with the SEC on June 14, 2022).** |
| 10.11 | Form of Amendment No. 3 dated September 30, 2022 to Promissory Note dated December 21, 2021 between Odyssey Health, Inc. and various officers and directors (incorporated by reference to Exhibit 10.17 to Form 10-K filed with the SEC on October 29, 2025) ** |
| 10.12 | Form of Amendment No. 4 dated December 30, 2022 to Promissory Note with Directors and Officers dated December 21, 2021 (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on January 3, 2023).** |
| 10.13 | Form of Amendment No. 5 dated March 31, 2023 to Promissory Note with Directors and Officers dated December 21, 2021 (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on April 4, 2023).** |
| 10.14 | Form of Amendment No. 6 dated June 30, 2023 to Promissory Note with Directors and Officers dated December 21, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on July 7, 2023).** |
| 10.15 | Form of Amendment No. 7 dated November 1, 2023 to Promissory Note with Directors and Officers Dated December 21, 2021 (incorporated by reference to Form 8-K filed with the SEC on November 2, 2023).** |
| 10.16 | Form of Amendment No. 8 dated January 31, 2024, to Promissory Note with Directors and Officers dated December 21, 2021 (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on March 18, 2024).** |
| 10.17 | Form of Amendment No. 9 dated July 31, 2024, to Promissory Note with Directors and Officers dated December 21, 2021. (incorporated by reference to Exhibit 10.32 to Form 10-K filed with the SEC on November 13, 2024).** |
| 10.18 | Form of Amendment No. 10 dated January 31, 2025, to Promissory Note with Directors and Officers dated December 21, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on February 6, 2025).** |
| 10.19 | Form of Amendment No. 11 dated July 31, 2025, to Promissory Note with Directors and Officers dated December 21, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on August 4, 2025.)** |
| 10.20 | Form of Amendment No. 12 dated January 30, 2026 to convertible Promissory Note with Directors and Officers, dated December 21, 2021 and December 22, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on February 3, 2026). |
| 10.21 | Securities Purchase Agreement with LGH Investments, LLC. dated April 5, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on April 7, 2021). |
| 10.22 | Amendment No. 1 dated February 15, 2022 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on February 18, 2022). |
| 10.23 | Amendment No. 2 dated June 10, 2022 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Exhibit 10.9 to Form 10-Q filed with the SEC on June 14, 2022). |
| 10.24 | Amendment No. 3 dated September 29, 2022 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Form 8-K filed with the SEC on October 3, 2022). |
| 10.25 | Amendment No. 4 dated December 29, 2022 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on January 3, 2023.) |
| 10.26 | Amendment No. 5 dated March 31, 2023 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on April 4, 2023). |
| 10.27 | Amendment No. 6 dated July 6, 2023 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on July 7, 2023). |
| 10.28 | Amendment No. 7 dated December 30, 2024 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Form 8-K filed with the SEC with the SEC on January 5, 2024). |
| 10.29 | Amendment No. 8 dated June 30, 2024 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Exhibit 10.37 to Form 10-K filed with the SEC on October 29, 2025). |
| 10.30 | Amendment No. 9 dated December 31, 2024 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on February 19, 2025) |
| 10.31 | Amendment No. 10 dated July 31, 2025 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on September 22, 2025). |
| 10.32 | Amendment No. 11 dated January 30, 2026 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on February 3, 2026). |
| 10.33 | Amendment No. 12 dated May 18, 2026 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on May 26, 2026). |
| 10.34 | Amendment No. 13 dated September 29, 2026 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on October 5, 2026). |
| 10.35 | Oragenics, Inc. Asset Purchase Agreement, dated October 5, 2023 (incorporated by reference to Exhibit 2.1 to Form 8-K filed with the SEC with the SEC on October 5, 2023). |
| 10.36 | Asset Purchase Agreement Closing with Oragenics, Inc., dated December 28, 2023 (incorporated by reference to Exhibit 2.1 to Form 8-K filed with the SEC on December 29, 2023). |
| 10.37 | Promissory Note with accredited investor Jonathan Lutz, dated February 13, 2024 (incorporated by reference to Exhibit 10.4 to Form 10-Q filed with the SEC on March 18, 2024). |
| 10.38 | Amendment No. 1 dated June 25, 2024 to Promissory Note with accredited investor Jonathan Lutz, dated February 13, 2024 (incorporated by reference to Exhibit 10.60 to Form 10-K filed with the SEC on November 13, 2024). |
| 10.39 | Amendment No. 2 dated August 13, 2024 to Promissory Note with accredited investor Jonathan Lutz, dated February 13, 2024 (incorporated by reference to Exhibit 10.61 to Form 10-K filed with the SEC on November 13, 2024). |
| 10.40 | Amendment No. 3 dated February 13, 2025 to Promissory Note with Jonathan Lutz dated February 13, 2024 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on February 19, 2025). |
| 10.41 | Amendment No. 4 dated July 31, 2025 to Promissory Note with Jonathan Lutz dated February 13, 2024 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on August 13, 2025). |
| 10.42 | Amendment No. 5 dated January 30, 2026 to the Promissory Note with accredited investor Jonathan Lutz dated February 13, 2024 (incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on February 3, 2026). |
| 10.43 | Securities Purchase Agreement, dated December 13, 2022 by and between Odyssey Health, Inc. and Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.4 to Form 10-Q filed with the SEC on December 14, 2022). |
| 10.44 | Promissory Note issued to Mast Hill Fund, L.P. on December 13, 2022 (incorporated by reference to Exhibit 10.5 to Form 10-Q filed with the SEC on December 14, 2022). |
| 10.45 | First Warrant issued to Mast Hill Fund, L.P. on December 13, 2022 (incorporated by reference to Exhibit 10.6 to Form 10-Q filed with the SEC on December 14, 2022). |
| 10.46 | Amendment No. 1 dated June 13, 2023 to the Promissory Note issued on December 13, 2022 to Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10. 4 to Form 10-Q filed with the SEC on June 14, 2023). |
| 10.47 | Amendment No. 2 dated March 13, 2024, to the Promissory Note issued on December 13, 2022 to Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.5 to Form 10-Q filed with the SEC on March 18, 2024). |
| 10.48 | Amendment No. 3 dated October 29, 2024, to the Promissory Note issued on December 13, 2022 to Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.62 to Form 10-K filed with the SEC on November 13, 2024). |
| 10.49 | Amendment No. 4 dated June 10, 2025, to the Promissory Note issued on December 31, 2022 to Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 to Form 10-Q filed with the SEC on June 13, 2025). |
| 10.50 | Amendment No. 5 dated July 11, 2025 to Promissory Note issued December 13, 2022 with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on July 11, 2025). |
| 10.51 | Amendment No. 6 dated October 9, 2025 to Promissory Note issued December 13, 2022 to Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on October 10, 2025). |
| 10.52 | Amendment No. 7 dated June 9, 2026 to Promissory Note issued December 13, 2022 to Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.10 to Form 10-Q filed with the SEC on June 12, 2026). |
| 10.53 | Pledge Agreement dated October 29, 2024, with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.63 to Form 10-K filed with the SEC on November 13, 2024). |
| 10.54 | Equity Purchase Agreement dated July 29, 2025 by and between Odyssey Health, Inc. and Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on August 4, 2025). |
| 10.55 | Registration Rights Agreement dated July 29, 2025 by and between Odyssey Health, Inc. and Mast Hill Fund L.P. (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on August 4, 2025). |
| 10.56 | Securities Purchase Agreement, dated August 27, 2025 by and between Odyssey Health, Inc. and Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 to Form 10-Q filed with the SEC on August 29, 2025). |
| 10.57 | Promissory Note issued to Mast Hill Fund, L.P. on August 27, 2025 (incorporated by reference to Exhibit 10.2 Form 10-Q filed with the SEC on August 29, 2025). |
| 10.58 | Warrant issued to Mast Hill Fund, L.P. on August 27, 2025 (incorporated by reference to Exhibit 10.6 to Form 10-Q filed with the SEC on August 29, 2025). |
| 10.59 | Maintenance Agreement, dated November 13, 2025 by and between Odyssey Health, Inc. and Mast Hill fund, L.P. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on November 19, 2025). |
| 10.60 | Maintenance Convertible Promissory Note, dated November 13, 2025 by and between Odyssey Health, Inc. and Mast Hill fund, L.P. (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on November 19, 2025). |
| 10.61 | Securities Purchase Agreement, dated November 13, 2025 by and between Odyssey Health, Inc. and Mast Hill fund, L.P. (incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC on November 19, 2025). |
| 10.62 | Master Convertible Promissory Note, dated November 13, 2025 by and between Odyssey Health, Inc. and Mast Hill fund, L.P. (incorporated by reference to Exhibit 10.4 to Form 8-K filed with the SEC on November 19, 2025). |
| 10.63 | Warrant (Exhibit A to SPA) dated November 13, 2025 by and between Odyssey Health, Inc. and Mast Hill fund, L.P. (incorporated by reference to Exhibit 10.5 to Form 8-K filed with the SEC on November 19, 2025). |
| 10.64 | Promissory Note issued to Peter D'Arruda, an accredited investor, on August 14, 2024 (incorporated by reference to Exhibit 10.66 to Form 10-K filed with the SEC on October 29, 2025). |
| 10.65 | Warrant issued to Peter D'Arruda, an accredited investor, on August 14, 2024 (incorporated by reference to Exhibit 10.67 to Form 10-K filed October 29, 2025). |
| 10.66 | Amendment No. 1 dated August 14, 2025 to the Promissory Note with Peter J. D’Arruda, an accredited investor, dated August 14, 2024 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on August 15, 2025). |
| 10.67 | Amendment No. 2 dated February 2, 2026 and effective January 30, 2026 to the Promissory Note with accredited investor Peter J. D’Arruda dated August 14, 2024 (incorporated by reference to Exhibit 10.4 to Form 8-K filed with the SEC on February 3, 2026). |
| 10.68 | Promissory Note issued to Peter D'Arruda, an accredited investor, on October 1, 2025 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on October 8, 2025). |
| 10.69 | Warrant issued to Peter D'Arruda, an accredited investor, on October 1, 2025 (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on October 8, 2025). |
| 10.70 | Amendment No. 1 dated September 29, 2026 to the Promissory Note with Peter J. D’Arruda, an accredited investor, dated October 1, 2025 (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on October 5, 2026). |
| 10.71 | Master Technology and Sub-License Agreement dated October 14, 2025 between Odyssey Health, Inc. and NeuRX Health, Inc (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on October 17, 2025). |
| 10.72 | Amendment No. 1 dated April 21, 2026 to the Master Technology and Sub-License Agreement dated October 14, 2025 (incorporated by reference to Exhibit 10.1 to form 8-K filed with the SEC on April 24, 2026). |
| 10.73 | NeuRX Health, Inc. Revocation Letter dated May 6, 2026 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on May 11, 2026). |
| 10.74 | Global Amendment dated October 23, 2026 between Odyssey Health, Inc. and Mast Hill Fund L.P. (incorporated herewith)* |
| 14.1 | Odyssey Group International, Inc. Code of Ethics (incorporated by reference to Exhibit 14 to Form 10-K filed with the SEC on October 22, 2019). |
| 19.1 | Policy on Insider Trading (incorporated by reference to Exhibit 19.1 to Form 10-K filed with the SEC on October 29, 2025). |
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer * |
| 31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer * |
| 32.1 | Section 1350 Certification of Chief Executive Officer * |
| 32.2 | Section 1350 Certification of Chief Financial Officer * |
| 101 | Inline XBRL Document Set for the consolidated financial statements and accompanying notes to consolidated financial statements* |
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101* |
| * | Filed herewith. |
|---|---|
| ** | Indicates a management contract or compensatory plan or arrangement. |
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