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Item 9A. Controls and Procedures

2024-11-13 compared with 2023-10-30 · 752 added, 89 removed, 199 unchanged (81% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Management, with the participation of our Chief

Executive Officer and Chief Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of April 30,

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure

that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed,

summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include,

without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that

it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal

executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes

that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.

Management, with the participation of our Chief Executive

Officer and Chief Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of July 31, 2024.

“disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information

required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized

and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without

limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files

or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive

and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any

controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.

Based on the evaluation of our disclosure controls and procedures as of July 31, 2024, our Chief Executive Officer and Chief Accounting

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financial statements.

Management recognizes that there are inherent

limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only

reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements.

effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration

in the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency,

or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of

the annual or interim financial statements will not be prevented or detected.

Under the supervision and with the participation

of our president and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting,

Management recognizes that there are inherent limitations

in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance

with respect to financial statement preparation and may not prevent or detect material misstatements.

In addition, effective internal

control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree

of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or

combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the

annual or interim financial statements will not be prevented or detected.

Under the supervision and with the participation of

our president and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting,

as of July 31, 2024, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations

3 unchanged sentences

Insufficient Resources:

have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

Inadequate Segregation of Duties :

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until there are sufficient personnel, and (3) may consider appointing additional outside directors and audit committee members in the

We have discussed the material weakness noted

above with our independent registered public accounting firm.

Due to the nature of this material weakness, there is a more than remote

likelihood that misstatements, which could be material to the annual or interim financial statements could occur that would not be prevented

We have discussed the material weakness noted above

with our independent registered public accounting firm.

Due to the nature of this material weakness, there is a more than remote likelihood

that misstatements, which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

This annual report does not include an attestation

2 unchanged sentences

by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only our report in this annual

Changes in Internal Controls Over Financial

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control

2 unchanged sentences

Other Information

Not applicable.

During the quarter ended July 31, 2024, no director or officer adopted or terminated any Rule 10b5-1

trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers, and Corporate Governance.

Information required by this item will be included

in our Proxy Statement for our 2023 Annual Meeting of Stockholders and, upon filing with the SEC within 120 days of July 31, 2023, is

incorporated herein by reference.

DIRECTORS AND CORPORATE GOVERNANCE

Our Board of Directors currently

consists of three members, each of whom serve for a one-year term or until a successor has been elected and qualified:

Joseph Michael

Redmond, Jerome H.

Casey and Ricky W.

The name of and certain information regarding

each director as of October 29, 2024 is set forth below.

This information is based on data furnished to us by the directors.

is no family relationship between any director, executive officer, or person nominated to become a director or executive officer.

The business address for each director for matters regarding the Company is 2300 West Sahara Avenue, Suite 800-#4012, Las Vegas, NV

The following table provides certain summary information

concerning our directors and executive officers:

Position with Odyssey

Director Since

Joseph Michael Redmond

Director, President and Chief Executive Officer

Joseph Michael Redmond has served as

our Chief Executive Officer, President and Chairman of the Board since 2017.

Effective December 28, 2023, Mr.

Redmond also serves as the

President of Oragenics, Inc., a development stage company dedicated to research and development of nasal delivery pharmaceutical medications.

Redmond has over 30 years commercial experience in medical device companies.

Prior to joining Odyssey, Mr.

Redmond served as CEO of

Parallax Health Sciences, Inc., a healthcare related company, from 2010 to 2017 where he acquired two businesses and three different patented

technologies.

Prior to this, Mr.

Redmond was V.P.

of Business Development for DxTech, Inc., a start-up company developing a unique point

of care diagnostic testing platform, from 2007 to 2009 when the company was sold.

Prior to this, Mr.

Redmond served as the V.P.

and Marketing for Bioject Medical Technologies, Inc.

(“Bioject”), a medical device company specializing in unique drug delivery

technologies, from 1996 to 2007.

While at Bioject, Mr.

Redmond helped raise over $15 million in capital, entered into several licensing

and distribution deals with major biotech and pharmaceutical companies and grew the market cap of the company from under $10 million to

over $400 million.

Prior to this, Mr.

Redmond held various sales and marketing positions at Abbott Laboratories a multi-billion dollar

healthcare company and helped start KMC Systems Inc., now a leading private label developer and manufacturer of medical devices and instrumentation.

Redmond was in charge of Sales and Marketing and grew the company from start-up to over $50 million in revenue.

Redmond has a

degree from Denison University.

We believe that Mr.

Redmond possesses specific attributes

that qualify him to serve on the board of directors, including his extensive experience in the health and wellness industry while working

with and managing companies within the industry and as a board member his knowledge about product strategies and marketing will assist

the company in developing businesses.

Redmond has management experience in a publicly traded company.

Casey has been a Director since September 2019.

Casey has been a leader in the life science industry for over 30 years.

Casey served as a senior executive at Genzyme Corporation, a biotechnology company, from 1989 to 2011.

Casey was the driver behind

Genzyme’s commercial success in the diagnostics arena, building a $175 million business which Genzyme sold to Japan-based Sekisui

Chemical in 2011.

Casey then became the President and COO of the new entity, Sekisui Diagnostics, LLC, until the end of 2014.

President and COO, Mr.

Casey established the strategic direction for the company;

led the global organization, including the commercial,

operations, research and development, finance, human resources, and legal functions;

and achieved the annual and long-term financial objectives

of the business.

Since 2015, Mr.

Casey has been actively involved in several life sciences ventures, both as an advisor and an investor,

while serving on multiple Boards.

Casey holds an M.B.A.

degree in Finance and a B.A.

degree in Political Science from the University

of Connecticut.

We believe that Mr.

Casey possesses specific attributes

that qualify Mr.

Casey to serve on the board of directors, including Mr.

Casey ’s extensive

experience in the life sciences and pharmaceutical industries, as well as Mr.

Casey ’s management

Casey has management experience in a publicly-traded company.

Richardson has been a Director

since May 2021.

Richardson has over 30 years of experience as a global operations and quality leader.

He possesses strong operations

and quality experience that includes change management, multi-plant operations, financial acumen, supply chain/vendor management, strategic

business development, start-up planning and execution, new product introductions and lean deployment.

From November 2020 to present, Mr.

Richardson has served as the Vice President of Quality and Continuous Improvement for Advanced Drainage Systems, which is an industry

leader in the design and manufacturing of products supporting water management solutions.

From September 2011 to October 2020, Mr.

held positions at Danaher Corporation, a multi-billion-dollar global manufacturer of Diagnostic, Life Sciences, Product Identification,

Water Quality and Environmental/Applied Solutions products and services.

His most recent positions included Corporate Director of Danaher

Business Systems “DBS” Integration Regulatory Affairs and Compliance and Corporate Director, of DBS Operations and Lean.

February 2008 to July 2011, Mr.

Richardson was Director of Operations, Continuous Improvement for Stryker Orthopaedics, a multi-billion

dollar global manufacturer of Orthopaedics.

Prior to this, Mr.

Richardson held various positions at Bioject Medical Technologies, Inc.,

Baxter Healthcare and Texas Instruments.

From 1984 to 1987 he was a Lieutenant, Field Artillery, with the U.S.

He holds a B.S.

in Engineering from the U.S.

Military Academy, West Point, NY.

Richardson has extensive management experience in manufacturing, regulatory

and quality assurance of FDA approved medical products.

We believe that Mr.

Richardson possesses specific

attributes that qualify Mr.

Richardson to serve on the board of directors, including Mr.

Richardson ’s

extensive experience in the life sciences and medical device industries, as well as Mr.

Richardson ’s

management experience.

Richardson has management experience in a publicly-traded company.

No Family Relationships

No family relationship exists among any of the directors

or executive officers.

No arrangement or understanding exists between any director or executive officer and any other person pursuant

to which any director was selected as a director or executive officer of Odyssey.

Code of Ethics

We have adopted a Code of Ethics that applies to our

directors, officers and all employees.

It may be obtained free of charge by writing to Odyssey Group International, Inc., Attn:

Executive Officer, 2300 West Sahara Avenue, Suite 800-#4012, Las Vegas, NV 89102.

Board of Directors Composition

Our board of directors currently consists of three

Our bylaws permit our board of directors to establish by resolution the authorized number of directors, and five directors are

currently authorized.

Director Independence

Under the rules of the national securities exchanges,

a majority of a listed company’s board of directors must be comprised of independent directors, and each member of a listed company’s

audit, compensation, and nominating and corporate governance committees must be independent as well.

Under the same rules, a director

will only qualify as an “independent director” if that company’s board of directors affirmatively determines that such

director has no material relationship with that company, either directly or as a partner, stockholder or officer of an organization that

has a relationship with that company.

We evaluate independence by the standards for director independence established by applicable laws,

rules, and listing standards including, without limitation, the standards for independent directors established by the NASDAQ National

Market, and the Securities and Exchange Commission.

Our Board has determined Messrs.

Casey and Richardson

are “independent directors” as defined in the NASDAQ listing standards and applicable SEC rules.

In addition, we determined that the members of our

audit committee satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

to be considered to be independent for purposes of Rule 10A-3, no member of the audit committee may, other than in his capacity as a member

of the audit committee, the board of directors or any other board committee:

(1) accept, directly or indirectly, any consulting, advisory

or other compensatory fee from the company or any of its subsidiaries or (2) be an affiliated person of the company or any of its subsidiaries.

Our Board met four times in fiscal 2024 and all of

our directors attended the meetings of our Board and the meetings held by the committee(s) on which they served.

Currently, we do not

have a policy requiring our Board members’ attendance at the annual stockholder meeting.

Committees of the Board

Our Board currently has three standing committees:

an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee.

Each committee is governed by a written

The full text of each committee charter is available on our website located at www.odysseyhealthinc.com/investor-relations or

in print to any interested party who requests it.

Audit Committee

The Audit Committee assists our Board in fulfilling

its oversight responsibility for the (i) financial reporting process, (ii) the system of internal control over financial reporting, (iii)

the audit process, and (iv) our process for monitoring compliance with laws and regulations and the code of conduct.

In fulfilling the duties outlined in its charter,

the Audit Committee, among other things, shall have the authority and responsibility to:

select, evaluate and, where appropriate, replace our independent registered public accounting firm;

review and confirm the independence of the external auditors by obtaining statements from the auditors on relationships between the auditors and the company, including non-audit services, and discussing the relationships with the auditors;

review and discuss with management and our independent registered public accounting firm, prior to release to the general public and legal and regulatory agencies, our annual audited financial statements and quarterly financial statements, including disclosures contained in our Annual Report on Form 10-K under the section heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and matters required to be reviewed under applicable legal, regulatory or public company exchange listing requirements;

consider the effectiveness of our internal control over annual and interim financial reporting, and understand the scope of internal and external auditors’ review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management’s responses;

review the effectiveness of the internal audit function, including compliance with The Institute of Internal Auditors’ Standards for the Professional Practice of Internal Auditing;

review management’s report on internal control over financial reporting and discuss with management and the independent registered public accounting firm any significant deficiencies or material weaknesses in the design or operation of our internal controls;

retain outside counsel, accountants or others to advise the committee or assist in the conduct of an investigation;

seek any information it requires from employees or external parties and meet with company officers, external auditors or outside counsel, as necessary.

A copy of the full text of the Audit Committee Charter

can be found on our website at www.odysseyhealthinc.com.

During fiscal 2024, the Audit Committee was comprised

of two independent directors:

Casey (Interim Chair and Financial Expert) and Ricky Richardson.

The Audit Committee met four

times in fiscal 2024.

Compensation Committee

The Compensation Committee was established to support

the Board in fulfilling its fiduciary responsibilities relating to compensation of our executive officers, the adoption of policies that

govern our compensation and benefit programs, oversight of plans for executive officer development and succession and ensuring compliance

with regulatory bodies where applicable.

The Compensation Committee is responsible for overseeing the compensation of our employees, including

equity-based plans, and employee benefit plans and practices, including the compensation and benefits of our executive officers.

The Compensation

Committee also administers our Amended and Restated 2021Omnibus Stock Incentive Plan.

In fulfilling the duties outlined in its charter,

the Compensation Committee, among other things, shall:

assist the Board in establishing CEO annual goals and objectives and recommend the CEO’s annual compensation including salary, bonus, incentive and equity compensation, as applicable, to the other independent members of the Board for approval;

review the structure and competitiveness of our CEO’s compensation programs considering the following factors:

(i) the attraction and retention of the CEO;

(ii) the motivation of the CEO to achieve our business objectives;

and (iii) the alignment of the interests of the CEO with the long-term interests of our stockholders;

oversee the evaluation of the performance of our other executive officers and approve the annual compensation, including salary, bonus, incentive and equity compensation, for executive management;

review the structure and competitiveness of our executive compensation programs considering the following factors:

(i) the attraction and retention;

(ii) the motivation of executive management to achieve our business objectives;

and (iii) the alignment of the interests of executive management with the long-term interests of our stockholders;

with respect to SEC reporting requirements, review and discuss with management our compensation discussion and analysis, and oversee the preparation of, and approve, the Compensation Committee’s report on executive compensation to be included in our proxy statement.

During fiscal 2024, the Compensation Committee was

comprised of two independent members:

Richardson (Chair) and Jerome H.

The Compensation Committee met one time in fiscal

Pursuant to its charter, the Compensation Committee

has the authority, to the extent it deems necessary or appropriate, to retain compensation consultants, independent legal counsel or other

advisors and has the authority to approve the fees and other retention terms with respect to such advisors.

From time to time the Compensation

Committee may engage compensation consultants to advise it on certain matters.

A copy of the full text of the Compensation Committee

Charter can be found on our website at www.odysseyhealthinc.com.

Compensation Committee Interlocks and Insider

Participation

The Compensation Committee is comprised of two independent

Ricky Richardson (Chair) and Jerome H.

No officer of the Company is on the board or compensation committee of any other

company where a member of the Odyssey Compensation Committee is an officer.

Corporate Governance and Nominating Committee

The Corporate Governance

and Nominating Committee was established to support the Board in fulfilling its fiduciary duties to appoint the best-qualified candidates

for the Board, and CEO positions.

In fulfilling the duties outlined in its charter,

the Corporate Governance and Nominating Committee, among other things, shall:

identify individuals qualified to become members of our Board and select director nominees to be presented for stockholder approval at our annual meeting of stockholders;

review nominations against the selection criteria established by this Committee and develop a slate of nominees that represents those criteria for board selection;

vet all candidates to ensure that they have the proper competencies, experience and willingness to fulfill their duties and responsibilities as board directors;

ensure that the board composition reflects the necessary criteria that meets best practices for independence and diversity.

The Corporate Governance and Nominating Committee

will consider recommendations for directorships submitted by stockholders.

Stockholders who wish the Corporate Governance and Nominating

Committee to consider their directorship recommendations should submit their recommendations in writing to Odyssey Health, Inc., 2300

West Sahara Avenue, Suite 800 - #4012, Las Vegas, NV 89102, Attn:

Chairman of the Corporate Governance and Nominating Committee.

Recommendations

by stockholders that are made in accordance with these procedures will receive the same consideration given to nominations made by the

Corporate Governance and Nominating Committee.

Nominees may be suggested

by directors, members of management, stockholders or, in some cases, by a third-party firm.

In identifying and considering candidates

for nomination to the Board, the Corporate Governance and Nominating Committee considers a candidate’s quality of experience, the needs

and the range of talent and experience represented on our Board.

In evaluating particular candidates, the Corporate Governance and Nominating

Committee will review the nominee’s qualifications to ensure that they have the proper competencies, experience and willingness to fulfill

their duties and responsibilities as board directors.

The Corporate Governance and Nominating Committee will also ensure that the board

composition reflects the necessary criteria that meets best practices for independence and diversity.

During fiscal 2024, the Corporate Governance and Nominating

Committee was comprised of two independent members:

Casey (Chair) and Ricky W.

The Corporate Governance and Nominating

Committee met one time in fiscal 2024.

A full copy of the Corporate Governance and Nominating

Committee Charter can be found on our website at www.odysseyhealthinc.com.

Indemnification of Directors and Officers

Sections 78.7502 and 78.751 of the Nevada Revised

Statutes provides that directors and officers of Nevada corporations may, under certain circumstances, be indemnified against expenses

(including attorneys’ fees) and other liabilities actually and reasonably incurred by them as a result of any suit brought against

them in their capacity as a director or officer, if they acted in good faith and in a manner that they reasonably believed to be in or

not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable

cause to believe their conduct was unlawful.

Section 78.7502 of the Nevada Revised Statutes also provides that directors and officers

of Nevada corporations also may be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by

them in connection with a derivative suit if they acted in good faith and in a manner that they reasonably believed to be in or not opposed

to the best interests of the corporation, except that no indemnification may be made without court approval if such person was adjudged

liable to the corporation.

Article VIII of our articles of incorporation provides

that we shall, to the fullest extent permitted by the laws of the State of Nevada, indemnify our directors, officers and certain other

Article V, Section 1 of our bylaws provides that our directors, officers and certain other persons shall be indemnified and held

harmless by us to the fullest extent permitted by the laws of the State of Nevada.

Anti-Takeover Effects of Provisions of Nevada State

We may be or in the future we may become subject to

Nevada’s control share law.

A corporation is subject to Nevada’s control share law if it has more than 200 stockholders, at least 100

of whom are stockholders of record and residents of Nevada, and if the corporation does business in Nevada or through an affiliated corporation.

The law focuses on the acquisition of a “controlling

interest,” which means the ownership of outstanding voting shares is sufficient, but for the control share law to enable the acquiring

person to exercise the following proportions of the voting power of the corporation in the election of directors:

(1) one-fifth or more

but less than one-third, (2) one-third or more but less than a majority, or (3) a majority or more.

The ability to exercise such voting

power may be direct or indirect, as well as individual or in association with others.

The effect of the control share law is that the acquiring

person, and those acting in association with that person, obtain only such voting rights in the control shares as are conferred by a resolution

of the stockholders of the corporation, approved at a special or annual meeting of stockholders.

The control share law contemplates that

voting rights will be considered only once by the other stockholders.

Thus, there is no authority to take away voting rights from the

control shares of an acquiring person once those rights have been approved.

If the stockholders do not grant voting rights to the control

shares acquired by an acquiring person, those shares do not become permanent non-voting shares.

The acquiring person is free to sell its

shares to others.

If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed

by the control share law.

If control shares are accorded full voting rights

and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than

an acquiring person, who has not voted in favor of approval of voting rights, is entitled to demand fair value for such stockholder’s

Nevada’s control share law may have the effect of

discouraging corporate takeovers.

In addition to the control share law, Nevada has a

business combination law, which prohibits certain business combinations between Nevada corporations and “interested stockholders”

for three years after the “interested stockholder” first becomes an “interested stockholder” unless the corporation’s

board of directors approves the combination in advance.

For purposes of Nevada law, an “interested stockholder” is any person

who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of

the corporation, or (2) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial

owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation.

The definition

of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential

acquirer to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests

of the corporation and its other stockholders.

The effect of Nevada’s business combination law is

to potentially discourage parties interested in taking control of the company from doing so if it cannot obtain the approval of our Board

of Directors.

Conflicts of Interest

There are no conflicts of interest with any officers,

directors or executive staff.

EXECUTIVE OFFICERS

The following table provides certain summary information

concerning our executive officers.

Current Position(s) with Odyssey

Joseph Michael Redmond

Director, President and Chief Executive Officer

Chief Financial Officer and Secretary

Biographical information for Mr.

Redmond is located

above under the heading “Directors.”

Farrell joined Odyssey

April 2019 as a financial consultant serving as our Controller and Secretary and became Chief Financial Officer and Secretary in January

Effective December 28, 2023, Ms.

Farrell also serves as the V.P.

of Finance for Oragenics, Inc., a development stage company dedicated

to research and development of nasal delivery pharmaceutical medications.

From February 1997 to 2014, Ms.

Farrell was Vice President of

Finance for Bioject Medical Technologies Inc., a medical device company specializing in unique drug delivery technologies.

Prior to joining

Farrell held accounting and financial management positions with Spar-Tek Industries, a manufacturer of high quality

and cutting-edge technology for the plywood industry, and Action Machinery, a seller of new and used robotic machine tools and equipment.

Farrell holds a B.A.

degree in Accounting from the University of Washington and an M.B.A.

from Willamette University in Salem,

We believe that Ms.

Farrell possesses specific attributes

that qualify Ms.

Farrell to serve as Chief Financial Officer, including experience in the medical device industry and management experience

in a publicly-traded company.

Executive Compensation

Information required by this item will be included

in our Proxy Statement for our 2023 Annual Meeting of Stockholders and, upon filing with the SEC within 120 days of July 31, 2023, is

incorporated herein by reference.

Summary Compensation Table

The following Summary Compensation Table provides

certain summary information concerning the compensation of our Chief Executive Officer and Chief Financial Officer for fiscal years 2024

and Principal Position

Joseph Michael Redmond

President, Chief Executive Officer and Chairman

Chief Financial Officer and Secretary

______________________

As of July 31, 2024 and 2023, Mr.

Redmond had accrued salary and bonus of $1,138,400 and $935,831, respectively, which will be paid either in cash or stock at a future date.

As of July 31, 2024 and 2023, Ms.

Farrell had accrued salary and bonus of $360,309 and $257,771, respectively, which will be paid either in cash or stock at a future date.

In January 2023, we issued Mr.

Redmond and Ms.

Farrell 500,000 RSUs with a value of $150,000, of which 100,000 vested on January 12, 2023 and 400,000 vested on December 31, 2023.

In December 2023, we issued Mr.

Redmond and Ms.

Farrell 500,000 Stock Options with a value of $49,500, which vested immediately.

In June 2024, we issued Mr.

Redmond and Ms.

Farrell 500,000 Stock Options with a value of $23,719.

These options vested as to 40% of the total at July 31, 2024 and 20% vest October 31, 2024, 20% vest January 31, 2025 and 20% vest April 30, 2025.

In October 2022, we issued Ms.

Farrell 500,000 stock options with a value of $156,500, which vested upon an uplisting to a higher exchange listing.

For information regarding the determination of the fair value of stock-based awards, see Notes 2 and 8 of Notes to Financial Statements in our Form 10-K for the fiscal year ended July 31, 2024.

Grants of Plan-Based Awards

Estimated Future Payouts under Non-Equity Incentive Plan Awards

All Other Option Awards:

Number of Securities Underlying Option #

Grant Date Fair Value of Equity Awards ($)

Joseph Michael Redmond

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information regarding outstanding

equity awards held by our named executive officers as of July 31, 2024.

Option Awards

Number of Securities Underlying Unearned Unexercised Options(#) Exercisable

Number of Securities Underlying Unearned Exercised Options(#) Unexercisable

Joseph Michael Redmond

__________________

These options vested as to 40% of the total at July 31, 2024 and 20% vest October 31, 2024, 20% vest January 31, 2025 and 20% vest April 30, 2025.

Options Exercised and Stock Vested

The following table provides information about options

exercised and stock awards vested for the named executive officers during fiscal 2024.

Number of Shares Acquired on Vesting

Value Realized on Vesting (1)

Joseph Michael Redmond

_________________

The value realized on vesting was determined based on the fair value of our common stock when the shares vested.

Contractual Arrangements

On January 21, 2021, the Board and Mr.

Redmond entered

into an employment agreement (the “Agreement”) for a three-year term, subject to one-year renewals.

Pursuant to the Agreement,

Redmond receives an initial base salary of $300,000 per year, subject to an increase to $360,000 once the Company has obtained a total

of $5,000,000 in funding which was achieved in February 2022.

Redmond is eligible to participate in our performance-based cash incentive

bonus program.

Redmond is eligible to receive a bonus for each calendar year during the term

of the Agreement, of between 50% and 150% of Base Salary , commencing with the 2021 calendar year, based on the attainment of individual

and corporate performance goals and targets established by mutual agreement between the Board and Mr.

prior to January 31st of each calendar year.

In connection with this Agreement, Mr.

Redmond was granted RSUs covering 3,000,000 shares

of our common stock, vesting in equal monthly installments over 36 months, with accelerated vesting upon a change in control.

Redmond’s salary increased to $396,000.

the Agreement provides for certain payments and benefits in the event of a termination of Mr.

Redmond’s employment under

specific circumstances.

If, during the term of the Agreement, his employment is terminated by us other than for “cause,” or

he resigns for “good reason,” he would be entitled to continuation of his base salary at the rate in effect immediately prior

to the termination date for the greater of (x) the time remaining in the current term (i.e.

the initial term or a subsequent term) or

(y) 24 months following the termination date (the “Severance Period”).

The Company will continue to pay for Mr.

health and dental coverage for the shorter of (x) the severance period or (y) the maximum period permissible under COBRA.

he would receive 80% of the maximum amount of his annual bonus for the calendar year in which the termination occurs, paid generally at

the same time as other executives receive their bonuses.

The Company will also assign any outstanding life insurance policies on Mr.

Redmond, provided that he continue to pay applicable premiums to continue coverage.

The unvested portion of any outstanding

options or restricted stock units will vest upon such termination of employment.

Under the Agreement, “Cause” means generally

Redmond (x) pleads guilty or is convicted of a felony, in connection with the performance of his obligations to the Company,

which materially and adversely affects his ability to perform such obligations, or (y) the commission and conviction by Mr.

an act of fraud or embezzlement against the Company.

“Good Reason” means generally the material

breach by the Company of the Agreement;

a reduction in base salary or benefits;

a diminution of title or responsibilities;

the reporting line such that Mr.

Redmond no longer reports directly to the Board;

the assignment to Mr.

Redmond of duties not commensurate

with his position as CEO;

a failure by the Company to reappoint Mr.

Redmond to a position held prior to a change in control;

by the Company of equity-based compensation without providing equivalent substitutes thereunder;

the substantial diminution of Mr.

fringe benefits;

the mandatory relocation of Mr.

Redmond’s principal residence in order to continue to serve as CEO;

or the failure

by the Company to require a successor entity to assume the Agreement.

Under the Agreement, Mr.

Redmond is generally subject

to a non-compete and non-solicit during his employment and for the duration of the Severance Period.

On January 21, 2021, the Board and Ms.

Farrell entered

into an employment agreement (the “CFO Agreement”) for a three-year term, as Chief Financial Officer, subject to one-year

Farrell receives a base salary of $220,000 and is eligible to receive a bonus for each calendar year during the term of

the Agreement of up to 20% of base salary based on the attainment of individual and corporate performance goals and targets established

by the Board.

In connection with the CFO Agreement, Ms.

Farrell was granted RSUs covering 1,000,000 shares of our common stock, vesting

in equal monthly installments over 36 months, with accelerated vesting upon a change in control.

January 2023, Ms.

Farrell’s salary increased to $220,000.

In addition, the CFO Agreement provides for certain

payments and benefits in the event of a termination of Ms.

Farrell’s employment under specific circumstances.

If, during the term

of the CFO Agreement, her employment is terminated by us other than for “cause,” or she resigns for “good reason,”

she would be entitled to continuation of her base salary at the rate in effect immediately prior to the termination date for the greater

of (x) the time remaining in the current term (i.e.

the initial term of a subsequent term) or (y) 6 months following the termination date

(the “CFO Severance Period”).

The Company will continue to pay for Ms.

Farrell’s health and dental coverage for the

shorter of (x) the severance period or (y) the maximum period permissible under COBRA.

In addition, she would receive 80% of the maximum

amount of her annual bonus for the calendar year in which the termination occurs, paid generally at the same time as other executives

receive their bonuses.

The Company will also assign any outstanding life insurance policies on Ms.

Farrell’s life to Ms.

provided that she continue to pay applicable premiums to continue coverage.

The unvested portion of any outstanding options or restricted

stock units will vest upon such termination of employment.

Under the Agreement, “Cause” means generally

Farrell (x) pleads guilty or is convicted of a felony, in connection with the performance of her obligations to the Company,

which materially and adversely affects her ability to perform such obligations, or (y) the commission and conviction by Ms.

an act of fraud or embezzlement against the Company.

“Good Reason” means generally the material

breach by the Company of the CFO Agreement;

a 20% reduction in base salary;

a failure by the Company to reappoint Ms.

Farrell to a position

held prior to a change in control;

elimination by the Company of equity-based compensation without providing equivalent substitutes thereunder;

the substantial diminution of Ms.

Farrell’s fringe benefits;

the mandatory relocation of Ms.

Farrell’s principal residence

in order to continue to serve as CFO;

or the failure by the Company to require a successor entity to assume the CFO Agreement.

Under the Agreement, Ms.

Farrell is generally subject

to a non-compete and non-solicit during her employment and for the duration of the Severance Period.

DIRECTOR COMPENSATION

At this time, members of our Board do not receive

cash compensation for service on our Board, nor on any committee thereof.

They receive restricted stock units upon becoming a director

and each year thereafter.

In addition, they may be reimbursed for certain expenses in connection with attendance at meetings of our Board

and committees thereof.

Initial Equity Grant

Upon joining our Board, we have historically granted

to each new director restricted stock units (“RSUs”) for 500,000 shares of our common stock.

200,000 shares vest upon becoming

a Board member, 200,000 shares vest on the first anniversary and 100,000 shares vest on the second anniversary, subject to acceleration

upon a corporate transaction, provided in each that the director is in the continuous service of the Company through the vesting event.

Annual Board Service Equity Grant

Annual equity awards are granted based on the discretion

of the Board and management.

Director Compensation Table

The following table shows information regarding the

compensation earned or paid during fiscal 2024 to non-employee directors.

Option Awards

_______________________

250,000 stock options granted December 29, 2023 vesting immediately and 300,000 stock options granted June 28, 2024 vesting as to 40% of the total at July 31, 2024 and 20% vest October 31, 2024, 20% vest January 31, 2025 and 20% vest April 30, 2025.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table provides information about

our equity compensation plans as of July 31, 2023:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT

Beneficial ownership is determined in accordance with

the rules of the SEC.

The following tables set forth certain information concerning the beneficial ownership of our common stock at October

29, 2024, by:

(i) each person known by us to own beneficially more than 5% of our outstanding capital stock;

(ii) each of the

directors and named executive officers;

and (iii) all current directors and executive officers as a group.

Unless otherwise indicated, the principal address

of each of the stockholders below is c/o Odyssey Health, Inc., 2300 West Sahara Avenue, Suite 800 - #4012, Las Vegas, NV 89102.

as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment

power with respect to all shares of common stock held by them.

Name of Beneficial Owner

Address of Beneficial Owner

Joseph Michael Redmond, President, CEO and Chairman (1)

Jonathan Lutz

7777 W 4th Ave

Lakewood, CO 80226

Farrell, Chief Financial Officer and Secretary (2)

Casey, Director (3)

Richardson, Director (3)

Directors and Executive Officers as a Group (4 persons)

________________________

* Beneficial ownership is determined in accordance

with the rules of the SEC that generally attribute beneficial ownership of securities to persons who possess sole or shared voting power

and/or investment power with respect to those securities.

Common stock subject to equity awards that are currently exercisable or exercisable

or vest within 60 days of the date of October 29, 2024 are deemed to be outstanding and to be beneficially owned by the person or group

holding such awards for the purpose of computing the percentage ownership of such person or group but are not treated as outstanding for

the purpose of computing the percentage ownership of any other person or group.

Unless otherwise indicated, voting and investment power

are exercised solely by the person named above or shared with members of such person’s household.

** Percent of class is calculated on the basis of

96,709,763 shares outstanding on October 29, 2024, plus the number of shares the person has the right to acquire within 60 days of October

Includes 3,500,000 RSUs vested but not included in the outstanding and 1,550,000 vested stock options.

Includes 1,500,000 RSUs vested but not included in the outstanding and 1,900,000 vested stock options.

Includes 1,500,000 RSUs vested but not included in the outstanding and 700,000 vested stock options.

*** Less than 5%.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities

Exchange Act of 1934 requires our officers, directors and 10% stockholders to file reports of ownership and changes in ownership with

Officers, directors and 10% stockholders are required by SEC regulations to furnish us with all Section 16(a) reports they

Based solely on our review of the copies of such reports we received and written representations from our officers, directors and

10% stockholders, we believe that all required reports were timely filed in fiscal 2024, we believe that all required reports were timely

filed in fiscal 2022, except for the following:

Redmond failed to timely file on Form 4 related to the 500,000 stock options granted on June 28, 2024.

Casey and Richardson failed to timely file on Form 4 related to the 300,000 stock options granted to each on June 28, 2024

Farrell failed to timely file on Form 4 related to the 500,000 stock options granted on June 28, 2024.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information about our

equity compensation plans as of July 31, 2024:

Plan Category

14 unchanged sentences

Equity compensation plans approved by security holders

9,250,000 (1)

Equity compensation plans not approved by security holders

Does not include 3,055,554 Restricted Stock Units (“RSUs”) outstanding at July 31, 2023 at a weighted average grant date fair value of $0.14 per share.

See Note 8 of Notes to Financial Statements included

in Part II, Item 8 of this Form 10-K.

The additional information required by this item

will be included in our Proxy Statement for our 2023 Annual Meeting of Stockholders and, upon filing with the SEC within 120 days of July

31, 2023, is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

Information required by this item will be included

in our Proxy Statement for our 2023 Annual Meeting of Stockholders and, upon filing with the SEC within 120 days of July 31, 2023, is

incorporated herein by reference.

Due to Officers

The following amounts were due to our officers for

reimbursement of expenses and were included in Accounts payable on our Consolidated Balance Sheets:

Christine Farrell, CFO

The amount of unpaid salary and bonus due to our officers

was included in Accrued wages on our Consolidated Balance Sheets and was as follows:

Christine Farrell, CFO

See Note 7 of the Notes to Consolidated Financial

Statements for a discussion of $25,000 Promissory Notes payable to each of two officers and two directors.

Director Independence

Under the rules of the national securities exchanges,

a majority of a listed company’s board of directors must be comprised of independent directors, and each member of a listed company’s

audit, compensation, and nominating and corporate governance committees must be independent as well.

Under the same rules, a director

will only qualify as an “independent director” if that company’s board of directors affirmatively determines that such

director has no material relationship with that company, either directly or as a partner, stockholder or officer of an organization that

has a relationship with that company.

We evaluate independence by the standards for director independence established by applicable laws,

rules, and listing standards including, without limitation, the standards for independent directors established by the NASDAQ National

Market, and the Securities and Exchange Commission.

Our Board has determined Messrs.

Casey and Richardson

are “independent directors” as defined in the NASDAQ listing standards and applicable SEC rules.

In addition, we determined that the members of our

audit committee satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

to be considered to be independent for purposes of Rule 10A-3, no member of the audit committee may, other than in his capacity as a member

of the audit committee, the board of directors or any other board committee:

(1) accept, directly or indirectly, any consulting, advisory

or other compensatory fee from the company or any of its subsidiaries or (2) be an affiliated person of the company or any of its subsidiaries.

Principal Accounting Fees and Services

Information required by this item will be included

in our Proxy Statement for our 2023 Annual Meeting of Stockholders and, upon filing with the SEC within 120 days of July 31, 2023, is

incorporated herein by reference.

The following table summarizes the aggregate fees

for professional audit and other services rendered by Turner, Stone and Company:

Year Ended July 31,

Audit fees (1)

Audit-related fees

Taxation services

Accounting and other services

_________________

Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements.

All of the services performed by Turner Stone in 2024

and 2023 were pre-approved in accordance with the pre-approval policy and procedures adopted by the Audit Committee.

This policy describes

the permitted audit, audit-related, tax and other services that the independent auditors may perform.

Generally, pre-approval is provided

at regularly scheduled committee meetings;

however, the authority to pre-approve services between meetings, as necessary, has been delegated

to the Interim Chair of the Audit Committee, subject to formal approval by the full Audit Committee at the next regularly scheduled meeting.

The Audit Committee believes that the foregoing expenditures

are compatible with maintaining the independence of our independent registered public accounting firm.

The Board of Directors has reviewed and discussed

with management and Turner, Stone and Company LLP, our independent registered public accounting firm, the audited financial statements

contained in our Annual Report on Form 10-K for the fiscal year ended July 31, 2024.

The Board has also discussed with the auditors the

matters required to be discussed pursuant to SAS No.

61 (Codification of Statements on Auditing Standards, AU Section 380), which includes,

among other items, matters related to the conduct of the audit of our financial statements.

The Board has received and reviewed the written disclosures

and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No.

1 (Independence

Discussions with Audit Committees) and has discussed with our auditors its independence from the Company.

The Board has considered whether

the provision of services other than audit services is compatible with maintaining auditor independence.

Based on the review and discussions referred to above,

the Board approved the inclusion of the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year

ended July 31, 2024 for filing with the SEC.

Pre-Approval Policies

The Board’s policy is to pre-approve all audit services

and all permitted non-audit services (including the fees and terms thereof) to be provided by our independent registered public accounting

provided, however, pre-approval requirements for non-audit services are not required if all such services (1) do not aggregate to

more than five percent of total revenues paid by us to our accountant in the fiscal year when services are provided;

(2) were not recognized

as non-audit services at the time of the engagement;

and (3) are promptly brought to the attention of the Board and approved prior to

the completion of the audit.

Exhibits and Financial Statement Schedules

9 unchanged sentences

There are no schedules required to be filed herewith.

The following list is intended to constitute the

exhibit index.

Exhibit Number

The following list is intended to constitute the exhibit

Exhibit Description

1 unchanged sentence

(incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed on December 8, 2014).

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 on December 8, 2014).

Bylaws of Odyssey Group International, Inc.

(incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed on December 8, 2014).

Form of Odyssey Group International, Inc.

Subscription Agreement for Common Stock (incorporated by reference to Exhibit 10.1 to the Company’s Amendment No.

2 of the Registration Statement on Form S-1/A filed on February 26, 2015).*

Employment Agreement, dated January 21, 2021 by and between Odyssey Group International, Inc.

10 unchanged sentences

and Electromedica, LLC (incorporated by reference to Exhibit 10.5 to Form S-1 filed on November 23, 2020).

Master Agreement for a Joint Venture and Intellectual Property Purchase Agreement, effective as of June 26, 2019, by and among Odyssey Group International, Inc.

and Prevacus, Inc.

(incorporated by reference to Exhibit 10.6 to Form S-1 filed on November 23, 2020).*

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 on November 23, 2020).

1 unchanged sentence

issued to Alliance Global Partners, Alejandro Barrientos and David Bocchi, effective August 6, 2020 (incorporated by reference to Exhibit 10.10 to Form S-1 filed November 23, 2020).

Securities Purchase Agreement, dated August 14, 2020, by and between Odyssey Group International, Inc.

and Labrys Fund, LP (incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 14, 2020).*

12% Self-Amortization Promissory Note issued to Labrys Fund, LP on August 14, 2020 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on August 14, 2020).*

Exhibit Description

Purchase Agreement, dated August 14, 2020, by and between Odyssey Group International, Inc.

5 unchanged sentences

and Lincoln Park Capital fund, LLC (incorporated by reference to Exhibit 10.2 to Form 8-K filed on November 19, 2020).

Securities Purchase Agreement with LGH Investments, LLC.

(incorporated by reference to Exhibit 4.1 to Form 8-K filed on December 15, 2020).*

Prevacus Asset Agreement.

6 unchanged sentences

(incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 7, 2021).

LGH Investments, LLC Settlement Agreement (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on June 21, 2021).*

Securities Purchase Agreement, dated October 18, 2021 by and between Odyssey Group International, Inc.

and Tysadco Partners LLC.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 1, 2021).*

Securities Purchase Agreement, dated October 18, 2021 by and between Odyssey Group International, Inc.

and Tysadco Partners LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 21, 2021).

29 unchanged sentences

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 on July 7, 2023).**

Convertible Promissory Note dated August 29, 2021 with Tysadco Partners, LLC **

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.**

Exhibit Description

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).**

Form of Amendment No.

9 dated July 31, 2024, to Promissory Note with Directors and Officers dated December 21, 2021.

Convertible Promissory Note dated August 29, 2021 with Tysadco Partners, LLC (incorporated by reference to Exhibit 10.38 to Form 10-K filed on October 30,

Amendment to Convertible Promissory Note dated March 31, 2022 between Odyssey Health, Inc.

11 unchanged sentences

Amendment No.

4 dated December 29, 2022 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (i ncorporated by reference to Exhibit 10.1 to Form 8-K filed on January 3, 2023.)*

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 on January 3, 2023.)

Amendment No.

4 unchanged sentences

and LGH Investments LLC (incorporated by reference to Exhibit 10.2 to Form 8-K filed on July 7, 2023).

Option to Purchase Intellectual Property Agreement by and between Prevacus, Inc.

and Odyssey Health, Inc.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 23, 2022).*

Promissory Note with accredited investor Jonathan Lutz, dated September 21, 2022 **

Amendment No.

1 dated December 30, 2022 to Promissory Note with accredited investor Jonathan Lutz, dated September 21, 2022 (incorporated by reference to Exhibit 10.3 to Form 8-K filed on January 3, 2023).*

7 to Convertible Promissory Note with LGH Investments dated April 5, 2021 (incorporated by reference to Form 8-K filed with the SEC on January 5, 2024).

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).

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).

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).

Oragenics, Inc.

Asset Purchase Agreement, dated October 5, 2023 (incorporated by reference to Form 8-K filed with the SEC on October 5, 2023).

Asset Purchase Agreement Closing with Oragenics, Inc., dated December 28, 2023 (incorporated by reference to Form 8-K filed with the SEC on December 29, 2023).

Promissory Note with accredited investor Jonathan Lutz, dated February 13, 2024 (incorporated by reference to Exhibit 10.4 to Form 10-Q filed on March 18, 2024).

Securities Purchase Agreement, dated December 13, 2022 by and between Odyssey Health, Inc.

and Mast Hill Fund, L.P.

(incorporated by reference to Form 10-Q filed with the SEC on December 14, 2022).

Promissory Note issued to Mast Hill Fund, L.P.

on December 13, 2022 (incorporated by reference to Form 10-Q filed with the SEC on December 14, 2022).

First Warrant issued to Mast Hill Fund, L.P.

on December 13, 2022 (incorporated by reference to Form 10-Q filed with the SEC on December 14, 2022).

Exhibit Description

Second Warrant issued to Mast Hill Fund, L.P.

on December 13, 2022 (incorporated by reference to Form 10-Q filed with the SEC on December 14, 2022).

Amendment No.

2 dated January 31, 2023 to Promissory Note with accredited investor Jonathan Lutz, dated September 21, 2022 (incorporated by reference to Exhibit 10.4 to Form 10-Q filed on March 17, 2023).

1 dated June 13, 2023 to the Promissory Note issued on December 13, 2022 with Mast Hill Fund, L.P.

(incorporated by reference to Form 10-Q filed June 14, 2023).

Amendment No.

2 dated March 13, 2024, to the Promissory Note issued on December 13, 2022 with Mast Hill Fund, L.P.

(incorporated by reference to Exhibit 10.5 to

Form 10-Q filed on March 18, 2024).

Amendment No.

1 dated June 25, 2024 to Promissory Note with accredited investor Jonathan Lutz, dated February 13, 2024 *

Amendment No.

2 dated August 13, 2024 to Promissory Note with accredited investor Jonathan Lutz, dated February 13, 2024 *

Amendment No.

3 dated October 29, 2024, to the Promissory Note issued on December 13, 2022 with Mast Hill Fund, L.P.

Pledge Agreement dated October 29, 2024, with Mast Hill Fund, L.P.

Odyssey Group International, Inc.

Code of Ethics (incorporated by reference to Exhibit 14 to Form 10-K filed on October 23, 2019).

Consent of Turner, Stone and Company, LLP **

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer *

2 unchanged sentences

Section 1350 Certification of Chief Financial Officer *

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)**

Inline XBRL Taxonomy Extension Schema Document**

Inline XBRL Taxonomy Extension Calculation Linkbase Document**

Inline XBRL Taxonomy Extension Definition Linkbase Document**

Inline XBRL Taxonomy Extension Label Linkbase Document**

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) *

Inline XBRL Taxonomy

Extension Schema Document **

Inline XBRL Taxonomy

Extension Calculation Linkbase Document *

Inline XBRL Taxonomy

Extension Definition Linkbase Document *

Inline XBRL Taxonomy

Extension Label Linkbase Document *

Inline XBRL Taxonomy Extension Presentation Linkbase Document *

Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101) *

Previously furnished.

Previously filed.

Filed herewith.

1 unchanged sentence

Form 10-K Summary

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 October 30, 2023.

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 November 13, 2024.

ODYSSEY HEALTH, INC.

8 unchanged sentences

Chief Executive Officer, President, Director

October 30, 2023

November 13, 2024

Joseph Michael Redmond

2 unchanged sentences

Chief Financial Officer and Secretary

October 30, 2023

November 13, 2024

(Principal Financial and Accounting Officer)

/s/ Jerome Casey

October 30, 2023

November 13, 2024

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.

What changed 10-K

Item 9A. Controls and Procedures