Odyssey Health, Inc. 10-K

Item 5. Market for the Registrant’s Common Stock, Related Shareholder Matters, and Issuer Purchases of Equity Securities Market Information Our stock trades on the OTC Markets under the symbol “ODYY.” The following table sets forth the bid prices quoted for our common stock during each quarter, as reported by the OTCQB in the last two fiscal years. The following quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions. High Low Fiscal Year Ended July 31, 2023 Fourth Quarter $ 0.15 $ 0.06 Third Quarter 0.17 0.07 Second Quarter 0.39 0.12 First Quarter 0.51 0.12 Fiscal Year Ended July 31, 2022 Fourth Quarter $ 0.53 $ 0.15 Third Quarter 0.60 0.30 Second Quarter 0.64 0.11 First Quarter 0.60 0.28 Transfer Agent Our transfer agent is Empire Stock Transfer, 1859 Whitney Mesa Drive, Henderson, Nevada 89014 (702) 818-5898. Holders of our Common Stock As of October 30, 2023, 81,495,269 shares of our common stock were outstanding. There are approximately 2,500 stockholders of record. Dividends We have never paid dividends with respect to our common stock and cannot provide any assurance that we will declare or pay cash dividends on our common stock. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Our board of directors expects to retain future earnings (if any) to finance our growth. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 36 Securities Authorized for Issuance Under Equity Compensation Plans See Item 12 of this report for disclosure regarding securities authorized for issuance under equity compensation plans required by Item 201(d) of Regulation S-K. Recent Sales of Unregistered Securities Unreported sales of unregistered securities were as follows: In fiscal 2023 and 2022, the Board granted the following stock options and restricted stock units (“RSUs”): Fiscal 2023 Fiscal 2022 Stock Options Number of stock options Average exercise price Number of stock options Average exercise price Directors – $ – 2,000,000 $ 0.30 Officers 500,000 0.32 1,350,000 0.30 Employees 2,200,000 0.28 200,000 0.30 Consultants 3,400,000 0.18 995,000 0.24 Military advisory board 200,000 0.07 400,000 0.45 Scientific advisory board 200,000 0.18 – – Sports advisory board – – 650,000 0.47 6,500,000 $ 0.22 5,595,000 $ 0.32 Fiscal 2023 Fiscal 2022 Restricted Stock Units Number of RSUs Average exercise price Number of RSUs Average exercise price Directors 1,500,000 $ 0.30 1,500,000 $ 0.45 Officers 1,000,000 0.30 – – Employees 300,000 0.30 – – 2,800,000 $ 0.30 1,500,000 $ 0.45 Stock options and RSUs granted to directors, officers and employees were in exchange for ongoing services in their respective capacities. The stock options and RSUs granted to others were in exchange for services provided in an amount equal to the fair value of awards granted. In June 2021, we sold 500,000 shares of our common stock at $0.59 per share along with a five-year share purchase warrant exercisable for 500,000 shares of our common stock at a price of $1.00 per share, for a total aggregate purchase price of $295,000 to Tysadco, an accredited investor, which also provided certain consulting services to us. The purchase price was paid with $250,000 cash and the satisfaction of $45,000 of amounts due to Tysadco for its consulting services. 37 In August 2021, in connection with Tysadco convertible debt financing, we issued Tysadco 200,000 shares of our common stock with a value of $17,718. In October 2021, in connection with an equity financing with LPC, to which we received $250,000 in cash from LPC and LPC received (i) 1,500,000 restricted shares of our common stock, and (ii) 833,333 warrants exercisable at $0.50 per common share expiring in five years. In October 2021, in connection with an equity financing with Tysadco, to which we received $250,000 in cash from Tysadco and Tysadco received (i) 1,500,000 restricted shares of our common stock, and (ii) 833,333 warrants exercisable at $0.50 per common share expiring in five years. In February 2022, in connection with an amendment to the LGH Note, we issued LGH 100,000 shares of our common stock with a value of $51,000. In February 2022, in connection with an investor relations consulting agreement with Tysadco, we issued Tysadco 3,000,000 restricted shares of our common stock valued at $0.53 per share. The agreement includes a leak out provision until the shares have been sold. In May and July 2022, we entered into consulting agreements for investor relations services. We granted the investor relations firms a total of 745,000 shares of our common stock valued at an average price of $0.23 per share for a total value of $171,650. In June 2022, in connection with our agreement with Prevacus entered into on March 1, 2021, we issued Prevacus 1,000,000 shares of our common stock with a value of $77,800 related to the successful first dosing in our Phase I clinical trial related to our ONP-002 neurosteroid concussion treatment. In September and October 2022 and March 2023, in connection with entering into consulting agreements, we issued consultants 2,300,000 shares of our common stock valued at an average price of $0.19 per share for a total value of $433,800. In September 2022, we entered into a promissory note for $30,000 with a consultant for investor relations services with an interest rate of 8% per annum and a due date of December 31, 2022. On December 30, 2022, this promissory note was amended to extend the maturity date to January 31, 2023. On January 31, 2023, the note was extended to June 30, 2023. As consideration, the consultant was granted a five-year stock option for 50,000 shares of common stock at $0.17 per share with a value of $7,700. On June 9, 2023, we entered into Amendment No. 2 to this promissory note pursuant to which we converted the loan into 300,000 shares of our common stock with a value of $36,000. In November 2022, in connection with the Option Agreement with Prevacus, we issued 1,000,000 shares of our common stock with a value of $0.17 per share for a total value of $170,000. In December 2022, we entered into a Securities Purchase Agreement (the “SPA”) with Mast Hill Fund, L.P. (“Mast Hill”). We issued a five-year share purchase warrant entitling Mast Hill to acquire 2,000,000 shares of our common stock at $0.20 per share with a value of $274,000 and a five-year warrant for 4,000,000 shares of our common stock at $0.20 per share with a value of $548,000 issuable in the event of default. In connection with the agreement, we issued Carter Terry & Company, Inc. 213,725 shares of our common stock valued at $13,443. In June 2023, we entered into Amendment No. 1 to the SPA dated December 13, 2022. Pursuant to the Amendment, we issued a five-year common stock purchase warrant to Mast Hill Fund L.P. for the purchase of 1,000,000 shares of our common stock at $0.20 per share with a fair value of $28,448. In June 2023, Mast Hill converted $40,250 of accrued interest and $1,750 of fees for a total of $42,000 into 560,000 shares of our common stock. In issuing these shares, we relied on an exemption from the registration requirements of the Securities Act of 1933 provided by Section 4(a)(2) of the Securities Act of 1933. 38 Issuer Purchases of Equity Securities None. Item 6. Reserved