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Item 9A. Controls and Procedures

2025-10-29 compared with 2024-11-13 · 474 added, 403 removed, 548 unchanged (62% of the section changed)

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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 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.

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, 2025.

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.

Based on the evaluation of our disclosure controls and procedures as of July 31, 2025, our Chief Executive Officer and Chief Accounting

Officer concluded that, as of such date, as a result of the material weaknesses in internal control over financial reporting that are

described below in Management’s Report on Internal Control Over Financial Reporting, our disclosure controls and procedures were

not effective.

Management’s Annual Report on Internal Control

Over Financial Reporting

Officer concluded that, as of such date, that as a result of the material weaknesses in internal control over financial reporting that

are described below in Management’s Report on Internal Control Over Financial Reporting, our disclosure controls and procedures

were not effective.

Management’s Annual Report on Internal

Control Over Financial Reporting

In light of the material weakness described below,

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conclude that, notwithstanding the material weaknesses, the financial statements in this Form 10-K fairly present, in all material respects,

our financial position, results of operations, statement of shareholder equity and cash flows for the periods presented in conformity

our financial position, results of operations, statement of stockholder equity and cash flows for the periods presented in conformity

with United States GAAP.

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preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures

are being made only in accordance with authorizations of its management and directors;

are being made only in accordance with authorizations of our management and directors;

and (3) provide reasonable assurance regarding

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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.

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,

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,

as of July 31, 2025, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations

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Insufficient Resources:

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

have 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 or detected.

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

This annual report does not include an attestation

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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 Reporting

Changes in Internal Controls Over Financial

There have been no changes in our internal control

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Other Information

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.

During the quarter ended July 31, 2025, 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 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.

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:

Michael Redmond, Jerome H.

Casey and Ricky W.

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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:

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

address for each director for matters regarding the Company is 2300 West Sahara Avenue, Suite 800-#4012, Las Vegas, NV 89102.

The following table sets forth information about our executive officers

and directors as of the date of this filing:

Position with Odyssey

Director Since

Officer or Director Since (4)

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.

Chief Financial Officer and Secretary

Director (1)(2)(3)

(1) Member of the Compensation Committee

(2) Member of the Corporate Governance and Nominating Committee

(3) Member of the Audit Committee

(4) Members serve for one-year terms or until a successor is appointed

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 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.

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

Redmond has a

Redmond holds 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 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 us in developing businesses.

Redmond has management experience in a publicly traded company.

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President and COO, Mr.

Casey established the strategic direction for the company;

led the global organization, including the commercial,

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;

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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.

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.

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.

Chief 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

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

currently authorized.

In fiscal 2025, the board held four board meetings and four audit committee meetings.

All directors attended at

least 75% of the board and committee meetings.

Director Independence

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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.

rules, and listing standards including, without limitation, the standards for independent directors established by The New York Stock

Exchange, Inc., the NASDAQ National Market, and the Securities and Exchange Commission.

Subject to some exceptions, these standards generally

provide that a director will not be independent if (a) the director is, or in the past three years has been, an employee of ours;

a member of the director’s immediate family is, or in the past three years has been, an executive officer of ours;

or a member of the director’s immediate family has received more than $120,000 per year in direct compensation from us other than

for service as a director (or for a family member, as a non-executive employee);

(d) the director or a member of the director’s

immediate family is, or in the past three years has been, employed in a professional capacity by our independent public accountants, or

has worked for such firm in any capacity on our audit;

(e) the director or a member of the director’s immediate family is, or in

the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation

or (f) the director or a member of the director’s immediate family is an executive officer of a company that makes payments

to, or receives payments from, us in an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000

or two percent of that other company’s consolidated gross revenues.

Based on these standards, we have determined that

Redmond, our President, CEO and director is not an independent director.

Our board of directors has determined Messrs.

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

In addition, following the effectiveness of the

registration statement of which this report is a part, the members of our audit committee must satisfy the independence criteria set forth

in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or Rule 10A-3.

In order 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.

Committees of the Board

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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.

A copy of the full text of the Audit Committee

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

During fiscal 2025, 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.

Casey (Chair and Financial Expert) and Ricky Richardson.

The Audit Committee met four times in

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

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.

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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:

During fiscal 2025, the Compensation Committee

was comprised of two independent members:

Richardson (Chair) and Jerome H.

The Compensation Committee met one time in fiscal

The Compensation Committee met one time in

Pursuant to its charter, the Compensation Committee

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Participation

The Compensation Committee is comprised of two independent

The Compensation Committee is comprised of two

independent directors:

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.

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

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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:

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 2025, 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.

The Corporate Governance

and Nominating Committee met one time in fiscal 2025.

A full copy of the Corporate Governance and Nominating

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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.

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 persons.

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

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

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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.

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

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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”

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

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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.

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

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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

Farrell joined

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

in January 2021.

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.

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.

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

Prior to joining Bioject, Ms.

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,

from Willamette University

in Salem, Oregon.

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.

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

Summary Compensation Table

Summary Compensation

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

certain summary information concerning the compensation of our Chief Executive Officer and Chief Financial Officer.

Option Awards

Name and Principal Position

Joseph Michael Redmond

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Chief Financial Officer and Secretary

______________________

As of July 31, 2025 and 2024, Mr.

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Farrell had accrued salary and bonus of $476,925 and $370,310, 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.

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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.

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

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, 2025.

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.

Equity Awards at Year-End

Option Awards

Number of Securities Underlying Unearned Unexercised Options(#) Exercisable

Number of Securities Underlying Unearned Exercised Options(#) Unexercisable

Option Exercise Price

Option Expiration Date

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.

The following table provides information about

options exercised and stock awards vested for the named executive officers during fiscal 2025.

Number of Shares Acquired on Vesting

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

Narrative Disclosure on the Timing of Stock-Based

The Company’s policy is to grant stock-based

awards, including stock options, in a manner designed to align the interests of its executives, employees and consultants with those of

our stockholders and to avoid the appearance or actuality of granting awards based on the possession of material nonpublic information.

Timing of Awards

Our Board of Directors has delegated authority

to the Compensation Committee (the “Committee”) to approve all equity-based awards under our equity incentive plans.

The Committee

typically approves annual grants of stock options and other stock-based awards at the board meeting following the annual stockholder meeting.

This schedule is intended to ensure that all material information about our performance has been publicly disclosed prior to the determination

of award levels and grant dates.

In addition to the annual grants, the Committee

may approve grants at other times during the year for new hires, promotions, consultants or other special incentive compensation.

off-cycle grants are made upon Committee approval and grant dates are not coordinated with the release of earnings or other material announcements.

Consideration of Material Nonpublic Information

In determining the timing and terms of stock-based

awards, the Committee ensures that any material nonpublic information regarding the Company’s financial condition, operating results,

or prospective developments has been publicly disclosed prior to establishing award levels and grant dates.

The Committee does not accelerate

or delay the public release of material information in anticipation of, or following, the grant of stock-based awards.

Our insider trading policy prohibits directors,

officers, employees, consultants and independent contractors from engaging in transactions involving our securities, including the grant,

exercise, or sale of equity awards, while in possession of material nonpublic information.

In addition, all stock-based awards are granted

during open trading windows or on dates pre-approved by the Committee.

Disclosure Timing and Compensation Value

We do not time the release of material nonpublic

information for the purpose of affecting the value of executive compensation or influencing the terms of stock-based awards The exercise

price of all stock options, which is the date the Committee approves the grant, is determined based on the closing market price of our

common stock on the grant date or above the market price based on contractual agreements.

Accordingly, the Committee believes that the

timing of stock-based awards does not advantage or disadvantage recipients relative to the disclosure of material nonpublic information.

The Board and Committee believe that these practices

reflect sound governance and align with stockholder interests by ensuring that stock-based awards are granted transparently, and without

regard to the timing of our disclosure of material nonpublic information.

Grants of Plan-Based Awards

No plan-based awards were granted to our officers

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.

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

Pursuant to the

Agreement, Mr.

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.

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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;

Under the Agreement, “Cause” means

generally that Mr.

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.

of 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.

change in 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;

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;

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

the substantial diminution

Redmond’s 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.

Redmond’s principal residence in order to continue to serve

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.

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

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

26 unchanged sentences

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;

Under the Agreement, “Cause” means

generally that Ms.

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.

of 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;

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.

1 unchanged sentence

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.

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

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.

Farrell is generally

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

Pension Benefits

We currently do not maintain any pension plan

or arrangement under which our named executive officers are entitled to participate or receive post-retirement benefits.

Non-Qualified

Deferred Compensation

We currently do not maintain any nonqualified

deferred compensation plan or arrangement under which our named executive officers are entitled to participate.

Employee Benefit

do not maintain any employee benefit plan of any kind for our employees.

DIRECTOR COMPENSATION

12 unchanged sentences

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.

Annual equity awards are granted based on the

discretion of the Board and management.

Summary Director Compensation Table

No compensation was earned or paid during 2025

to non-employee directors who served on the board of directors during the year.

Narrative Disclosure to Summary Director Compensation

At this time, members of our board of directors

are not entitled to compensation for service rendered on our board of directors, nor on any other committee thereof.

They receive restricted

stock units upon becoming a director that vest over a two-year period.

In addition, they may be reimbursed for certain expenses in connection

with attendance at meetings of our board of directors and committees thereof.

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

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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:

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, 2025, by:

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

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________________________

* 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

* 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 that are exercisable or vest within

60 days of the date of October 29, 2025, 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 99,853,763 shares outstanding on October 29, 2025, plus the number of shares the person has the right to acquire within 60 days of

October 29, 2025.

Includes 3,500,000 RSUs vested but not included in the outstanding and 1,750,000 vested stock options.

2 unchanged sentences

*** 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

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING

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 the SEC.

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

Based solely on our review of the copies of such reports we received and written representations from our officers, directors and 10%

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.

stockholders, we believe that all required reports were timely filed in fiscal 2025.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information about our

equity compensation plans as of July 31, 2024:

The following table provides information about

our equity compensation plans as of July 31, 2025:

Plan Category

15 unchanged sentences

Equity compensation plans not approved by security holders

(1) Does not include 8,000,000 vested RSUs that common stock has not yet been issued for.

See Note 8 of Notes to Financial Statements included

1 unchanged sentence

Certain Relationships and Related Transactions, and Director Independence

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

We had Accounts payable and accrued wages, officers

totaling $1,858,443 and $1,523,859 at July 31, 2025 and 2024, respectively.

See Note 11 of Notes to Consolidated Financial Statements

for additional information.

See Note 7 of the Notes to Consolidated Financial

14 unchanged sentences

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.

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.

order 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

8 unchanged sentences

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.

All of the services performed by Turner Stone

in fiscal 2025 and 2024 were pre-approved in accordance with the pre-approval policy and procedures adopted by the Audit Committee.

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

contained in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 The Board has also discussed with the auditors the

matters required to be discussed pursuant to SAS No.

1 unchanged sentence

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.

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, 2025 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.

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 firm;

provided, however, that 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

3 unchanged sentences

Report of Independent Registered Public Accounting Firm

Balance Sheets as of July 31, 2024 and 2023

Statements of Operations for the Years Ended July 31, 2024 and 2023

Statements of Stockholders’ Deficit for the Years Ended July 31, 2024 and 2023

Statements of Cash Flows for the Years Ended July 31, 2024 and 2023

Notes to Financial Statements

Consolidated Balance Sheets as of July 31, 2025 and 2024

Consolidated Statements of Operations for the Years Ended July 31, 2025 and 2024

Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended July 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended July 31, 2025 and 2024

Notes to Consolidated Financial Statements

There are no schedules required to be filed herewith.

The following list is intended to constitute the exhibit

The following list is intended to constitute the

exhibit index.

Exhibit Number

Exhibit Description

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).

(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).

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).

(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).

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).

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

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 on January 26, 2021).**

and Joseph Michael Redmond (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on January 26, 2021).**

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 on January 26, 2021).**

Employment Agreement dated November 1, 2022 by and between Odyssey Group International, Inc.

and Erik Emerson (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 4, 2022).

Employment Agreement by and between Odyssey Group International, Inc.

and Gregory W.

Gironda, dated November 1, 2022 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on November 4, 2022).

Farrell (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on January 26, 2021).**

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 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).

Form of Common Stock Purchase Warrant totaling 550,000 Shares of Common Stock of Odyssey Group International, Inc.

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).

Exhibit Description

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

and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 17, 2020).

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

and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.2 to Form 8-K filed on August 17, 2020).

Amendment No.

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

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

Prevacus Asset Agreement.

(incorporated by reference to Exhibit 10.5 to Form 8-K filed on January 8, 2021).

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

Amendment No.

1 unchanged sentence

and LGH Investments, LLC.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 28, 2021).

Securities Purchase Agreement with LGH Investments, LLC.

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

(incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on January 28, 2021).

Warrant, dated October 18, 2021 issued to Tysadco Partners LLC.

(incorporated by reference to Exhibit 10.2 Form 8-K filed on October 21, 2021).

(incorporated by reference to Exhibit 10.2 Form 8-K filed with the SEC on October 21, 2021).

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

and Tysadco Partners LLC.

(incorporated by reference to Exhibit 10.2 to Form 8-K/A filed on October 26, 2021).

(incorporated by reference to Exhibit 10.2 to Form 8-K/A filed with the SEC on October 26, 2021).

Securities Purchase Agreement, dated October 22, 2021 by and between Odyssey Group International, Inc.

and Lincoln Park Capital, LLC.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 26, 2021).

(incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on October 26, 2021).

Warrant dated October 22, 2021 issued to Lincoln Park Capital, LLC.

(incorporated by reference to Exhibit 10.2 to Form 8-K filed on October 26, 2021).

(incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on October 26, 2021).

Form of Subscription Agreement dated April 14, 2022 between Odyssey Health, Inc.

and certain purchasing security holders (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on June 14, 2022).

and certain purchasing security holders (incorporated by reference to Exhibit 10.1 to Form 10-Q filed with the SEC on June 14, 2022).

Form of Stock Purchase Agreement dated April 14, 2022 between Odyssey Health, Inc.

and certain purchasing security holders (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on June 14, 2022).

and certain purchasing security holders (incorporated by reference to Exhibit 10.2 to Form 10-Q filed with the SEC on June 14, 2022).

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 on June 14, 2022).

and certain purchasing security holders (incorporated by reference to Exhibit 10.3 to Form 10-Q filed with the SEC on June 14, 2022).

Form of Registration Rights Agreement dated April 14, 2022 between Odyssey Health, Inc.

and certain purchasing security holders (incorporated by reference to Exhibit 10.4 to Form 10-Q filed on June 14, 2022).

Form of Promissory Note dated December 2021 between Odyssey Group International, Inc.

and various officers and directors (incorporated by reference to Form 8-K filed on December 27, 2021).

Form of Amendment 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 on June 14, 2022).**

Form of Amendment 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 on June 14, 2022).**

and certain purchasing security holders (incorporated by reference to Exhibit 10.4 to Form 10-Q filed with the SEC on June 14, 2022).

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).

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 on January 3, 2023).**

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).**

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 on April 4, 2023).**

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).**

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 on July 7, 2023).**

3 dated September 30, 2022 to Promissory Note dated December 21, 2021 between Odyssey Health, Inc.

and various officers and directors.*, **

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

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).**

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).**

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).**

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).**

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).**

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,

(incorporated by reference to Exhibit 10.32 to Form 10-K filed with the SEC on November 13, 2024).**

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).**

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.)**

Convertible Promissory Note dated August 29, 2021 with Tysadco Partners, LLC (incorporated by reference to Exhibit 10.38 to Form 10-K filed with the SEC on October 30, 2023).

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

and Tysadco Partners, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 14, 2022).

Second Amendment and Assignment to Convertible Promissory Note dated March 14, 2023 to Promissory Note dated August 29, 2021 with Tysadco Partners, LLC (incorporated by reference to Exhibit 10.5 to Form 10-Q filed on March 17, 2023).

Amendment to Convertible Promissory Note dated February 1, 2022 between Odyssey Health, Inc.

and LGH Investments, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on February 18, 2022).

and Tysadco Partners, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on with the SEC April 14, 2022).

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).

Amendment No.

1 to Convertible Promissory Note with LGH Investments, LLC dated February 15, 2022 (incorporated by reference to Form 8-K filed on February 18, 2022).

Amendment to Convertible Promissory Note dated June 10, 2022 between Odyssey Health, Inc.

and LGH Investments, LLC (incorporated by reference to Exhibit 10.9 to Form 10-Q filed on June 14, 2022).

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).

Amendment No.

3 to Convertible Promissory Note dated September 29, 2022 between Odyssey Health, Inc.

and LGH Investments, LLC (incorporated by reference to Form 8-K filed on October 3, 2022).

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).

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 on January 3, 2023.)

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).

Amendment No.

5 to Convertible Promissory Note dated March 31, 2023 between Odyssey Health, Inc.

and LGH Investments LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 4, 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 with the SEC on January 3, 2023.)

Amendment No.

6 to Convertible Promissory Note dated July 6, 2023 between Odyssey Health, Inc.

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

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).

Amendment No.

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).

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).

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).

Amendment No.

8 dated June 30, 2024 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021.*

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)

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).

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).

and certain accredited investors (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC 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).

and certain accredited investors (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC 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).

and certain accredited investors (incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC 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).

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).

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).

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).

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).

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).

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).

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).

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).

(incorporated by reference to Exhibit 10.4 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).

on December 13, 2022 (incorporated by reference to Exhibit 10.5 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

on December 13, 2022 (incorporated by reference to Exhibit 10.6 to Form 10-Q filed with the SEC on December 14, 2022).

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).

on December 13, 2022 (incorporated by reference to Exhibit 10.7 to Form 10-Q filed with the SEC on December 14, 2022).

Amendment No.

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).

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).

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).

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).

Amendment No.

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

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).

Amendment No.

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

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).

Amendment No.

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

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).

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).

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).

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).

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).

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).

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).

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

Promissory Note issued to Peter D'Arruda, an accredited investor, on August 14, 2024.*

Warrant issued to Peter D'Arruda, an accredited investor, on August 14, 2024.*

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).

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).

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).

Master Technology and Sub-License Agreement 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).

Odyssey Group International, Inc.

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

Code of Ethics (incorporated by reference to Exhibit 14 to Form 10-K filed with the SEC on October 22, 2019).

Policy on Insider Trading

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 Taxonomy Extension Presentation Linkbase Document *

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

Inline XBRL Document Set for the consolidated financial statements and accompanying notes to consolidated financial statements*

Cover page formatted as Inline XBRL and contained in Exhibit 101*

Filed herewith.

3 unchanged sentences

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.

thereunto duly authorized, as of October 29, 2025.

ODYSSEY HEALTH, INC.

8 unchanged sentences

Chief Executive Officer, President, Director

November 13, 2024

October 29, 2025

Joseph Michael Redmond

2 unchanged sentences

Chief Financial Officer and Secretary

November 13, 2024

October 29, 2025

(Principal Financial and Accounting Officer)

/s/ Jerome Casey

November 13, 2024

October 29, 2025

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