Item 9A. Controls and Procedures
Item 9A.
Controls and Procedures
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, 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, 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,
as of July 31, 2025, prior to the filing of this Form 10-K for the period ended July 31, 2025, management determined that key controls
were performed timely and additional procedures were performed, including validating the completeness and accuracy of the underlying data
used to support the amounts reported in the financial statements. These control activities and additional procedures have allowed us to
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 stockholder equity and cash flows for the periods presented in conformity
with United States GAAP.
We are responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Internal control over financial reporting includes
those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit
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 our management and directors; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the
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.
36
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
of the Treadway Commission (COSO) in 2013. Based on our evaluation under this framework, we concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated below.
Insufficient Resources: We
have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.
Inadequate Segregation of Duties : We
have an inadequate number of personnel to properly implement control procedures.
We are committed to improving the internal controls
and will (1) continue to use third party specialists to address shortfalls in staffing and to assist us with accounting and finance responsibilities,
(2) increase the frequency of independent reconciliations of significant accounts, which will mitigate the lack of segregation of duties
until there are sufficient personnel, and (3) may consider appointing additional outside directors and audit committee members in the
future.
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
report of our registered public accounting firm regarding internal control over financial reporting. Our report was not subject to attestation
by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only our report in this annual
report.
Changes in Internal Controls Over Financial
Reporting
There have been no changes in our internal control
over financial reporting that occurred during the quarter ended July 31, 2025, that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
Item 9B.
Other Information
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.
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
37
PART III
Item 10.
Directors, Executive Officers, and Corporate Governance.
DIRECTORS AND CORPORATE GOVERNANCE
Directors
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. Richardson.
The name of and certain information regarding
each director as of October 29, 2025 is set forth below. This information is based on data furnished to us by the directors. There 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 89102.
The following table sets forth information about our executive officers
and directors as of the date of this filing:
Name
Age
Position with Odyssey
Officer or Director Since (4)
Joseph Michael Redmond
65
Director, President and Chief Executive Officer
2017
Christine M. Farrell
65
Chief Financial Officer and Secretary
2019
Jerome H. Casey
66
Director (1)(2)(3)
2019
Ricky W. Richardson
63
Director (1)(2)(3)
2021
(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.
Mr. 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. of Sales
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.
Mr. Redmond was in charge of Sales and Marketing and grew the company from start-up to over $50 million in revenue. Mr. Redmond holds a
B.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 us in developing businesses. Mr. Redmond has management experience in a publicly traded company.
38
Jerome
H. Casey has been a Director since September 2019. Mr. Casey has been a leader in the life science industry for over 30 years.
Mr. Casey served as a senior executive at Genzyme Corporation, a biotechnology company, from 1989 to 2011. Mr. 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. Mr. Casey then became the President and COO of the new entity, Sekisui Diagnostics, LLC, until the end of 2014. While
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. Mr. 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
experience. Mr. Casey has management experience in a publicly-traded company.
Ricky W. Richardson has been a Director
since May 2021. Mr. 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. Richardson
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. From
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. Army. He holds a B.S. degree
in Engineering from the U.S. Military Academy, West Point, NY. Mr. 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. Mr. 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:
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
members. 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.
39
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 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; (b)
a member of the director’s immediate family is, or in the past three years has been, an executive officer of ours; (c) the director
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
committee; 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
Mr. 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
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
charter. 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;
40
·
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; and
·
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 2025, the Audit Committee was comprised
of two independent directors: Jerome H. Casey (Chair and Financial Expert) and Ricky Richardson. The Audit Committee met four times in
fiscal 2025.
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 2021 Omnibus 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; and
·
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 2025, the Compensation Committee
was comprised of two independent members: Ricky W. Richardson (Chair) and Jerome H. Casey. The Compensation Committee met one time in
fiscal 2025.
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.
41
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 directors: Ricky Richardson (Chair) and Jerome H. Casey. 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; and
·
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 2025, the Corporate Governance and
Nominating Committee was comprised of two independent members: Jerome H. Casey (Chair) and Ricky W. Richardson. The Corporate Governance
and Nominating Committee met one time in fiscal 2025.
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.
42
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
State Law
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
shares.
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.
43
EXECUTIVE OFFICERS
The following table provides certain summary information
concerning our executive officers.
Name
Age
Current Position(s) with Odyssey
Officer
Since
Joseph Michael Redmond
65
Director, President and Chief Executive Officer
2017
Christine M. Farrell
65
Chief Financial Officer and Secretary
2019
Biographical information for Mr. Redmond is located
above under the heading “Directors.”
Christine M. 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. 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 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. Ms. Farrell holds a B.A. degree in Accounting from the University of Washington and an M.B.A. 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.
Item 11.
Executive Compensation
Summary Compensation
Table
The following Summary Compensation Table provides
certain summary information concerning the compensation of our Chief Executive Officer and Chief Financial Officer.
Salary
Option Awards
Name and Principal Position
Year
($) (1)(2)
($) (5)
Total($)
Joseph Michael Redmond
2025
$
191,908
$
–
$
191,908
President, Chief Executive Officer and Chairman
2024
$
396,000
$
73,219
(3)(4)
$
469,219
Christine M. Farrell
2025
$
106,615
$
–
$
106,615
Chief Financial Officer and Secretary
2024
$
220,000
$
73,219
(3)(4)
$
293,219
__________
(1)
As of July 31, 2025 and 2024, Mr. Redmond had accrued salary and bonus of $1,330,308 and $1,138,400, respectively, which will be paid either in cash or stock at a future date.
(2)
As of July 31, 2025 and 2024, Ms. 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.
(3)
In December 2023, we issued Mr. Redmond and Ms. Farrell 500,000 Stock Options with a value of $49,500, which vested immediately.
(4)
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, 20% on October 31, 2024, 20% on January 31, 2025 and 20% on April 30, 2025.
(5)
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.
44
Outstanding
Equity Awards at Year-End
Option Awards
Name
Grant Date
Number of Securities Underlying Unearned Unexercised Options(#) Exercisable
Option Exercise Price
Option Expiration Date
Joseph Michael Redmond
6/28/2024
500,000
$
0.10
6/27/2034
12/29/2023
500,000
$
0.10
12/28/2033
5/19/2022
750,000
$
0.30
5/18/2032
Christine M. Farrell
6/28/2024
500,000
$
0.10
6/27/2034
12/29/2023
500,000
$
0.10
12/28/2033
10/14/2022
500,000
$
0.32
10/13/2032
5/19/2022
600,000
$
0.30
5/18/2032
Options Exercised and Stock Vested
The following table provides information about
options exercised and stock awards vested for the named executive officers during fiscal 2025.
Stock Awards
Number of Shares Acquired on Vesting
Value Realized on Vesting (1)
Joseph Michael Redmond
300,000
$
4,660
Christine M. Farrell
300,000
4,660
_________________
(1)
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
Awards
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. Such
off-cycle grants are made upon Committee approval and grant dates are not coordinated with the release of earnings or other material announcements.
45
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
during 2025.
Contractual Arrangements
Mr. Redmond
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, 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. Mr. Redmond is eligible to participate in our performance-based
cash incentive bonus program. Mr. 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. Redmond
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. In January
2023, Mr. Redmond’s salary increased to $396,000.
46
In addition,
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. Redmond’s
health and dental coverage for the shorter of (x) the severance period or (y) the maximum period permissible under COBRA. In addition,
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’s
life to 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 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. Redmond
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; a
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; a failure by the Company to reappoint Mr. Redmond 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 Mr. 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.
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.
Ms. Farrell
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
renewals. Ms. 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. In
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. Farrell,
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 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. Farrell
of an act of fraud or embezzlement against the Company.
47
“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.
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
Plans
We currently
do not maintain any employee benefit plan of any kind for our employees.
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.
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
Table
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.
48
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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, 2025, 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. Except
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
Number of
Shares
Beneficially
Owned*
Percentage
of
Class**
Joseph Michael Redmond, President, CEO and Chairman (1)
13,750,000
13.1%
Jonathan Lutz
7777 W 4th Ave
Lakewood, CO 80226
5,536,900
5.5%
Christine M. Farrell, Chief Financial Officer and Secretary (2)
3,700,000
***
Jerome H. Casey, Director (3)
2,300,000
***
Ricky W. Richardson, Director (3)
2,300,000
***
Directors and Executive Officers as a Group (4 persons)
22,050,000
19.5%
________________________
* 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.
(1)
Includes 3,500,000 RSUs vested but not included in the outstanding and 1,750,000 vested stock options.
(2)
Includes 1,500,000 RSUs vested but not included in the outstanding and 2,100,000 vested stock options.
(3)
Includes 1,500,000 RSUs vested but not included in the outstanding and 800,000 vested stock options.
*** Less than 5%.
49
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 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%
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, 2025:
Plan Category
Number of securities
to be issued upon exercise
of outstanding options,
warrants and rights
(a)
Weighted average
exercise price of
outstanding options,
warrants and rights
(b)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)
Equity compensation plans approved by security holders
8,125,000
(1)
$
0.23
3,875,000
Equity compensation plans not approved by security holders
30,600,274
0.19
–
Total
38,725,274
$
0.20
3,875,000
(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
in Part II, Item 8 of this Form 10-K.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
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
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.
50
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. 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.
Item 14.
Principal Accounting Fees and Services
The following table summarizes the aggregate fees
for professional audit and other services rendered by Turner, Stone and Company:
Year Ended July 31,
2025
2024
Audit fees (1)
$
114,750
$
103,200
Audit-related fees
–
–
Taxation services
–
–
Accounting and other services
–
–
Total
$
114,750
$
103,200
_________________
(1)
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 fiscal 2025 and 2024 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, 2025 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, 2025 for filing with the SEC.
51
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 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.
52
PART IV
Item 15.
Exhibits and Financial Statement Schedules
Financial Statements and Schedules
The Financial Statements, together with the report
thereon by Turner, Stone & Company, L.L.P., Independent Registered Public Accounting Firm, are included on the pages indicated below:
Report of Independent Registered Public Accounting Firm
F-1
Consolidated Balance Sheets as of July 31, 2025 and 2024
F-2
Consolidated Statements of Operations for the Years Ended July 31, 2025 and 2024
F-3
Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended July 31, 2025 and 2024
F-4
Consolidated Statements of Cash Flows for the Years Ended July 31, 2025 and 2024
F-5
Notes to Consolidated Financial Statements
F-6
There are no schedules required to be filed herewith.
Exhibits
The following list is intended to constitute the
exhibit index.
EXHIBIT
INDEX
Exhibit Number
Exhibit Description
3.1
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 with the SEC on December 8, 2014).
3.2
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 with the SEC on December 8, 2014).
3.3
Bylaws of Odyssey Group International, Inc. (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).
10.1
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 with the SEC on January 26, 2021).**
10.2
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 with the SEC on January 26, 2021).**
10.3
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 with the SEC on November 23, 2020).
10.4
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 with the SEC on November 23, 2020).
10.5
Amendment No. 1 to the Warrant Agreement, dated December 11, 2020, by and between Odyssey Group International, Inc. and LGH Investments, LLC. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on January 28, 2021).
10.6
Warrant, dated October 18, 2021 issued to Tysadco Partners LLC. (incorporated by reference to Exhibit 10.2 Form 8-K filed with the SEC on October 21, 2021).
10.7
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 with the SEC on October 26, 2021).
10.8
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 with the SEC on October 26, 2021).
10.9
Warrant dated October 22, 2021 issued to Lincoln Park Capital, LLC. (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on October 26, 2021).
10.10
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 with the SEC on June 14, 2022).
10.11
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 with the SEC on June 14, 2022).
10.12
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 with the SEC on June 14, 2022).
53
10.13
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 with the SEC on June 14, 2022).
10.14
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). **
10.15
Form of Amendment No. 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).**
10.16
Form of Amendment No. 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).**
10.17
Form of Amendment No. 3 dated September 30, 2022 to Promissory Note dated December 21, 2021 between Odyssey Health, Inc. and various officers and directors.*, **
10.18
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 with the SEC on January 3, 2023).**
10.19
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 with the SEC on April 4, 2023).**
10.20
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).**
10.21
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).**
10.22
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).**
10.23
Form of Amendment No. 9 dated July 31, 2024, to Promissory Note with Directors and Officers dated December 21, 2021. (incorporated by reference to Exhibit 10.32 to Form 10-K filed with the SEC on November 13, 2024).**
10.24
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).**
10.25
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.)**
10.26
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).
10.27
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 with the SEC April 14, 2022).
10.28
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 with the SEC on March 17, 2023).
10.29
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).
10.30
Amendment No. 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).
10.31
Amendment No. 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).
10.32
Amendment No. 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).
10.33
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 with the SEC on January 3, 2023.)
10.34
Amendment No. 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).
10.35
Amendment No. 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).
10.36
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).
10.37
Amendment No. 8 dated June 30, 2024 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021.*
10.38
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)
10.39
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).
10.40
Form of Note Purchase Agreement dated August 15, 2023 between Odyssey Health, Inc. 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).
10.41
Form of Convertible Promissory Note dated August 15, 2023 between Odyssey Health, Inc. 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).
54
10.42
Form of Spinco Common Stock Purchase Warrant dated August 15, 2023 between Odyssey Health, Inc. 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).
10.43
Oragenics, Inc. 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).
10.44
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).
10.45
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).
10.46
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).
10.47
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).
10.48
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).
10.49
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).
10.50
Securities Purchase Agreement, dated December 13, 2022 by and between Odyssey Health, Inc. and Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.4 to Form 10-Q filed with the SEC on December 14, 2022).
10.51
Promissory Note issued to Mast Hill Fund, L.P. on December 13, 2022 (incorporated by reference to Exhibit 10.5 to Form 10-Q filed with the SEC on December 14, 2022).
10.52
First Warrant issued to Mast Hill Fund, L.P. on December 13, 2022 (incorporated by reference to Exhibit 10.6 to Form 10-Q filed with the SEC on December 14, 2022).
10.53
Second Warrant issued to Mast Hill Fund, L.P. on December 13, 2022 (incorporated by reference to Exhibit 10.7 to Form 10-Q filed with the SEC on December 14, 2022).
10.54
Amendment No. 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).
10.55
Amendment No. 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).
10.56
Amendment No. 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).
10.57
Amendment No. 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).
10.58
Amendment No. 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).
10.59
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).
10.60
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).
10.61
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).
10.62
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).
10.63
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).
10.64
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).
10.65
Warrant
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
29, 2025).
10.66
Promissory Note issued to Peter D'Arruda, an accredited investor, on August 14, 2024.*
10.67
Warrant issued to Peter D'Arruda, an accredited investor, on August 14, 2024.*
10.68
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).
10.69
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).
55
10.70
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).
10.71
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).
14.1
Odyssey Group International, Inc. Code of Ethics (incorporated by reference to Exhibit 14 to Form 10-K filed with the SEC on October 22, 2019).
19.1
Policy on Insider Trading
31.1
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer *
31.2
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
32.1
Section 1350 Certification of Chief Executive Officer *
32.2
Section 1350 Certification of Chief Financial Officer *
101
Inline XBRL Document Set for the consolidated financial statements and accompanying notes to consolidated financial statements*
104
Cover page formatted as Inline XBRL and contained in Exhibit 101*
*
Filed herewith.
**
Indicates a management contract or compensatory plan or arrangement.
Item 16.
Form 10-K Summary
None.
56
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized, as of October 29, 2025.
ODYSSEY HEALTH, INC.
By: /s/ Joseph Michael Redmond
Joseph Michael Redmond
Chief Executive Officer, President and Director
(Principal Executive Officer)
In accordance with the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Signature
Title
Date
/s/ Joseph Michael Redmond
Chief Executive Officer, President, Director
October 29, 2025
Joseph Michael Redmond
(Principal Executive Officer)
/s/ Christine M. Farrell
Chief Financial Officer and Secretary
October 29, 2025
Christine M. Farrell
(Principal Financial and Accounting Officer)
/s/ Jerome Casey
Director
October 29, 2025
Jerome Casey
/s/ Ricky W. Richardson
Director
October 29, 2025
Ricky W. Richardson
57