Odyssey Health, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On August 7, 2023, Mast Hill converted their outstanding warrant exercisable for 2,000,000 shares in a cashless exercise. The conversion resulted in the purchase of 1,610,390 shares of our common stock at an exercise price of $0.075 per share. On October 9, 2023, Mast Hill converted $47,653 of principal, $637 of accrued interest and $1,750 of fees into 417,000 shares of our common stock at $0.12 per share. On October 19, 2023, John Gandolfo, former director, exercised his option to convert his convertible note of $25,000 plus $3,655 of accrued interest into 238,792 shares of common stock at $0.12 per share. 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. Item 6. Exhibits The following exhibits are filed herewith and this list constitutes the exhibit index. Exhibit Number Exhibit Description 10.1 Form of Note Purchase Agreement dated August 15, 2023 between Odyssey Health, Inc. and certain accredited investors. Incorporated by reference to Form 8-K filed with the SEC on August 18, 2023. 10.2 Form of Convertible Promissory Note dated August 15, 2023 between Odyssey Health, Inc. and certain accredited investors. Incorporated by reference to Form 8-K filed with the SEC on August 18, 2023. 10.3 Form of Spinco Common Stock Purchase Warrant dated August 15, 2023 between Odyssey Health, Inc. and certain accredited investors. Incorporated by reference to Form 8-K filed with the SEC on August 18, 2023. 10.4 Oragenics, Inc. Asset Purchase Agreement, dated October 5, 2023. Incorporated by reference to Form 8-K filed with the SEC on October 5, 2023. 10.5 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. 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 32.1 Certification of Chief Executive Officer pursuant to Section 1350 32.2 Certification of Chief Financial Officer pursuant to Section 1350 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101). 23 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, as of December 15, 2023. ODYSSEY HEALTH, INC. By: /s/ Joseph Michael Redmond Joseph Michael Redmond Chief Executive Officer, President and Director (Principal Executive Officer) By: /s/ Christine M. Farrell Christine M. Farrell Chief Financial Officer (Principal Financial and Accounting Officer) 24