What changed in this filing

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Item 1. Financial Statements

2025-12-11 compared with 2025-06-13 · 363 added, 485 removed, 153 unchanged (85% of the section changed)

1 unchanged sentence

Odyssey Health, Inc.

and Subsidiary

and Subsidiaries

Condensed Consolidated Balance Sheets

Current assets:

Research and development rebate due from Australian government

Prepaid expenses and other current assets

Prepaid expenses and other current assets, net

Total current assets

Investment in Oragenics, Inc.

Liabilities and Stockholders' Deficit

Current liabilities:

Accounts payable

Accrued wages

Accounts payable and accrued wages

Accounts payable and accrued wages, officers

Accrued interest

Asset purchase liability

Notes payable, officers and directors

Notes payable, net of unamortized beneficial conversion feature, debt discount and closing costs of $ 8,013 and $ 38,134

Convertible notes payable, officers and directors

Notes payable, net

Convertible notes payable, net

Derivative liability, at fair value

Total current liabilities

3 unchanged sentences

Common stock, $ 0.001

par value, 500,000,000 shares authorized, 96,709,763

shares issued and outstanding

par value, 500,000,000

shares authorized, 99,853,763

and 96,709,763

shares issued and outstanding as of October 31, 2025 and July 31, 2025, respectively

Additional paid-in capital

6 unchanged sentences

Total liabilities and stockholders' deficit

The accompanying notes are an integral part

of these condensed consolidated financial statements.

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

Odyssey Health, Inc.

and Subsidiary

and Subsidiaries

Condensed Consolidated Statements of Operations

For the Three Months Ended April 30,

For the Nine Months Ended April 30,

Research and development expense

Stock-based compensation

General and administrative expense

For the Three Months Ended October 31,

General and administrative

Loss from operations

( 2,377,043 )

Gain on sale of asset

Change in fair value of investment in common stock

( 1,700,909 )

Loss from change in fair value of Oragenics, Inc.

Interest expense

Other income (expense), net

Net income (loss)

( 1,490,775 )

Deemed dividend - warrants

Net income (loss) attributable to common stockholders

$ ( 251,743 )

Financing costs

Change in fair value of derivative liability

Other income, net

Net loss and comprehensive loss

$ ( 483,447 )

$ ( 1,018,906 )

Basic net income (loss) per share attributable to common stockholders

Diluted net income (loss) per share attributable to common stockholders

Shares used for basic net income (loss) per share attributable to common stockholders

Shares used for diluted net income (loss) per share attributable to common stockholders

The accompanying notes are an integral part

of these condensed consolidated financial statements.

Basic net loss per share

Diluted net loss per share

Shares used for basic net loss per share

Shares used for diluted net loss per share

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

Odyssey Health, Inc.

and Subsidiary

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

Total Stockholders’ Equity

and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Deficit

Additional Paid-In

Shareholders’

Balances, July 31, 2025

1 unchanged sentence

$ ( 6,954,698 )

Stock-based compensation

Common stock issued for conversion of accrued interest and fees

Common stock issued for conversion of outstanding principal

Warrants issued in debt financing

( 1,018,906 )

Balances, October 31, 2025

1 unchanged sentence

$ ( 7,155,188 )

Stock-based compensation

Balances, January 31, 2025

( 62,242,178 )

( 6,462,820 )

Stock-based compensation

Balances, April 30, 2025

$ ( 62,493,921 )

$ ( 6,702,782 )

Total Stockholders’ Equity

Additional Paid-In

Shareholders’

Balances, July 31, 2024

2 unchanged sentences

Stock-based compensation

Common stock issued in debt financing

Common stock issued in equity financings

Warrants exercised in connection with debt financing

Warrants issued in debt financing

Return of shares

Balances, October 31, 2023

( 1,018,906 )

Stock-based compensation

Restricted stock units issued

Common stock issued in debt financing

Common stock issued in equity financings

Deemed dividend - warrants

Balances, January 31, 2024

Balances, October 31, 2024

$ ( 62,022,052 )

Stock-based compensation

Warrants exercised in connection with debt financing

Balances, April 30, 2024

$ ( 6,278,825 )

The accompanying notes are an integral part

of these condensed consolidated financial statements.

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

Odyssey Health, Inc.

and Subsidiary

and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended April 30,

For the Three Months Ended October 31,

Cash flows from operating activities:

Net income (loss)

$ ( 483,447 )

Adjustments to reconcile net income (loss) to net cash flows used in operating activities:

Stock-based compensation

Gain on sale of asset

$ ( 1,018,906 )

Adjustments to reconcile net loss to net cash flows used in operating activities:

Stock-based compensation

Financing costs

Allowance for research and development rebate due

Change in fair value of derivative liability

Amortization of debt discount and closing costs

Loss from change in fair value of Oragenics, Inc.

Financing costs paid with issuance of common stock

Amortization of beneficial conversion feature, debt discount and closing costs

Allowance for research and development rebate due from Australian government

Change in fair value of investment in common stock

Changes in operating assets and liabilities:

(Increase) decrease in prepaid expenses and other current assets

Decrease in research and development rebate due from Australian government

Increase (decrease) in accounts payable

Increase in accrued wages

Increase in prepaid expenses and other current assets

Increase in accounts payable and accrued wages

Increase in accounts payable and accrued wages, officers

Increase in accrued interest

Net cash used in operating activities

( 1,151,575 )

Cash flows from investing activities:

Cash proceeds from sale of assets

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds from notes payable

Principal payments made on notes payable

Proceeds from equity financing

Net proceeds from notes payable

Net cash provided by financing activities

Net increase in cash

Cash at beginning of period

Cash at end of period

Net increase in cash and cash equivalents

Cash and cash equivalents:

Beginning of period

End of period

Supplemental disclosure of cash flow information:

Cash paid for interest

Supplemental disclosure of non-cash investing and financing activities:

Warrants issued in connection with debt financing

Common stock issued to settle notes payable and accrued interest

Increase in fees related to extension of LGH debt maturity date recorded as additional principal

Shares issued for exercised warrants

Shares returned

Deemed dividend for the reduction of exercise price of warrants

Accounts payable assumed by Oragenics, Inc.

The accompanying notes are an integral part

of these condensed consolidated financial statements.

Supplemental disclosure of non-cash information:

Common stock issued for conversion of outstanding principal

Common stock issued for conversion of accrued interest

Warrants issued in debt financing

Original issue discount on debt and closing costs on notes payable

Debt discount recognized on notes payable associated with derivative liability

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

Odyssey Health, Inc.

and Subsidiary

and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Basis of Presentation,

Nature of Operations and Going Concern

Basis of Presentation and Nature of Operations

Basis of Presentation

1 unchanged sentence

information of Odyssey Health, Inc.

and our wholly-owned subsidiary, Odyssey Group International Australia, Pty Ltd, (“Odyssey”,

“we,” “our,” or “us”) is unaudited and has been prepared in accordance with accounting principles

generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and

Exchange Commission (“SEC”).

All intercompany balances and transactions have been eliminated.

However, such information reflects

all adjustments, consisting only of normal recurring adjustments unless otherwise noted, which are, in the opinion of management, necessary

for a fair presentation of the financial position, results of operations and cash flows for the interim periods.

The financial information

as of July 31, 2024, is derived from our 2024 Annual Report on Form 10-K.

The financial statements included herein should be read in conjunction

with the financial statements and the notes included in our 2024 Annual Report on Form 10-K filed with the SEC on November 13,

The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the

and our wholly-owned subsidiaries Odyssey Medical Devices, Inc.

and Odyssey Group International Australia,

Pty Ltd is unaudited and has been prepared in accordance with accounting principles generally accepted in the United States of America

(“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

All intercompany

balances and transactions have been eliminated.

Such information reflects all adjustments, consisting only of normal recurring

adjustments, which are, in the opinion of management, necessary for a fair presentation of the condensed consolidated financial position,

results of operations and cash flows for the interim periods.

The consolidated financial information as of July 31, 2025 is derived from

our Annual Report on Form 10-K for the year ended July 31, 2025.

The condensed consolidated financial statements included herein should

be read in conjunction with the consolidated financial statements and the notes thereto included in our 2025 Annual Report on Form 10-K

filed with the SEC on October 29, 2025.

The condensed consolidated results of operations for the interim periods presented are not necessarily

indicative of the results to be expected for the full year.

Significant Accounting Policies

During the nine months ended April 30, 2025, there

were no significant changes to our significant accounting policies as described in Note 2.

Summary of Significant Accounting Policies

included in Part II, Item 8.

of our Annual Report on Form 10-K for the year ended July 31, 2024, which was filed with the SEC on November

Other than as described below, our significant accounting

policies have not changed during the three months ended October 31, 2025 from those disclosed in our Annual Report on Form 10-K for the

year ended July 31, 2025.

Accounting for Derivative Liability

We have a derivative liability related to outstanding

debt with a variable conversion feature that was issued in August 2025.

We accounted for the fair value of the derivative liability utilizing

a Black-Scholes pricing model upon inception and mark it to fair value using the Black-Scholes pricing model as of the end of each reporting

period with the change in fair value being accounted for in the Condensed Consolidated Statements of Operations in the period incurred.

What changed 10-Q

Item 1. Financial Statements