Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On August 7, 2023, Mast Hill converted their outstanding
−Removed: warrant exercisable for 2,000,000 shares in a cashless exercise.
−Removed: The conversion resulted in the purchase of 1,610,390 shares of our common
−Removed: stock at an exercise price of $0.075 per share.
−Removed: On October 9, 2023, Mast Hill converted $47,653
−Removed: of principal, $637 of accrued interest and $1,750 of fees into 417,000 shares of our common stock at $0.12 per share.
−Removed: On October 19, 2023, John Gandolfo, former director,
−Removed: 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
−Removed: $0.12 per share.
+Added: On November 6, 2023, Mast Hill converted $42,710
+Added: together with $5,580 interest, and $1,750 for fees totaling $50,040 into 695,000 shares of common stock at a conversion price of $0.072
+Added: On November 29, 2023, Mast Hill converted $43,975
+Added: together with $4,315 interest and $1,750 for fees totaling $50,040 into 695,000 shares of common stock at a conversion price of $0.072
+Added: On December 22, 2023, Mast Hill converted $46,833
+Added: together with $1,457 interest and $1,750 for fees totaling $50,040 into 695,000 shares of common stock at a conversion price of $0.072
+Added: On January 18, 2024, Mast Hill converted $44,266
+Added: together with $4,024 interest and $1,750 for fees totaling $50,040 into 695,000 shares of common stock at a conversion price of $0.072
+Added: On December 29, 2023, two accredited investors
+Added: provided notice to convert their NPA.
+Added: On January 26, 2024, we converted $500,000 principal plus accrued interest of $28,767 for a total
+Added: of $528,767 into 7,343,989 shares of common stock at $0.072 per share.
+Added: On December 29, 2023, we granted directors, officers,
+Added: employees, and non-employee consultants 2,750,000 stock options at $0.10 per share.
+Added: On January 16, 2024, we granted certain employees
+Added: and non-employee consultants 775,000 stock options at $0.078 per share.
+Added: On March 14, 2024, Mast Hill exercised a cashless
+Added: warrant for 1,926,713 common stock shares at an exercise price of $0.072 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.
−Removed: The following exhibits are filed herewith and this list constitutes
−Removed: the exhibit index.
−Removed: Exhibit Number
−Removed: Exhibit Description
−Removed: Form of Note Purchase Agreement dated August 15, 2023 between Odyssey Health, Inc.
−Removed: and certain accredited investors.
−Removed: Incorporated by reference to Form 8-K filed
−Removed: with the SEC on August 18, 2023.
−Removed: Form of Convertible Promissory Note dated August 15, 2023 between Odyssey Health, Inc.
−Removed: and certain accredited investors.
−Removed: Incorporated by reference to Form 8-K filed
−Removed: with the SEC on August 18, 2023.
−Removed: Form of Spinco Common Stock Purchase Warrant dated August 15, 2023 between Odyssey Health, Inc.
−Removed: and certain accredited investors.
−Removed: Incorporated by reference to
−Removed: Form 8-K filed with the SEC on August 18, 2023.
−Removed: Oragenics, Inc.
−Removed: Asset Purchase Agreement, dated October 5, 2023.
−Removed: Incorporated by reference to Form 8-K filed with the SEC on October 5, 2023.
−Removed: Form of Amendment No.
−Removed: 7 dated November 1, 2023 to Promissory Note with Directors and Officers Dated December 21, 2021.
−Removed: Incorporated by reference to
−Removed: Form 8-K filed with the SEC on November 2, 2023.
−Removed: Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
−Removed: Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
−Removed: Certification of Chief Executive Officer pursuant to Section 1350
−Removed: Certification of Chief Financial Officer pursuant to Section 1350
−Removed: Inline XBRL Instance Document
−Removed: (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities
−Removed: Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized,
−Removed: as of December 15, 2023.
−Removed: ODYSSEY HEALTH, INC.
−Removed: /s/ Joseph Michael Redmond
−Removed: Joseph Michael Redmond
−Removed: Chief Executive Officer, President and Director
−Removed: (Principal Executive Officer)
−Removed: /s/ Christine M.
−Removed: Chief Financial Officer
−Removed: (Principal Financial and Accounting Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.