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Item 1. Financial Statements

2026-03-12 compared with 2025-12-11 · 336 added, 182 removed, 334 unchanged (61% of the section changed)

12 unchanged sentences

Asset purchase liability

Convertible notes payable, officers and directors

Notes payable, net

Convertible notes payable, net

Derivative liability, at fair value

Notes payable, officers and directors

Notes payable, net of unamortized debt discount and closing costs of $ 3,122,747 and

$ 512 , respectively

Derivative liabilities

Total current liabilities

Commitments and contingencies

Commitments and contingencies (Note 3)

Stockholders’ deficit:

Preferred stock, $ 0.001 par value, 100,000,000 shares authorized, no shares issued or outstanding

Common stock, $ 0.001

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

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 99,853,763 and 96,709,763 shares issued

and outstanding as of January 31, 2026 and July 31, 2025, respectively

Additional paid-in capital

7 unchanged sentences

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

condensed consolidated financial statements.

Odyssey Health, Inc.

1 unchanged sentence

Condensed Consolidated Statements of Operations

For the Three Months Ended October 31,

General and administrative

and Comprehensive Loss

Three Months Ended January 31,

Six Months Ended January 31,

General and administrative expense

Loss from operations

2 unchanged sentences

Financing costs

Change in fair value of derivative liability

Other income, net

Net loss and comprehensive loss

( 2,572,655 )

( 3,080,023 )

Change in fair value of derivative liabilities

Other expense, net

Net loss attributable to common shareholders

$ ( 3,601,623 )

$ ( 220,126 )

$ ( 4,085,070 )

$ ( 1,239,032 )

Basic net loss per share

Diluted net loss per share

Diluted loss per share

Shares used for basic net loss per share

1 unchanged sentence

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

condensed consolidated financial statements.

Odyssey Health, Inc.

and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Deficit

Additional Paid-In

Shareholders’

Condensed Consolidated Statements of Changes Stockholders’

Accumulated Deficit

Total Stockholders’

Balances, July 31, 2025

7 unchanged sentences

( 7,155,188 )

Additional Paid-In

Shareholders’

Warrants issued in debt financing

( 3,601,623 )

Balances, January 31, 2026

$ ( 66,830,907 )

$ ( 10,595,819 )

Stockholders’

Balances, July 31, 2024

8 unchanged sentences

( 6,278,825 )

Stock-based compensation

Balances, January 31, 2025

$ ( 62,242,178 )

$ ( 6,462,820 )

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

condensed consolidated financial statements.

Odyssey Health, Inc.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended October 31,

For the Six Months Ended January 31,

Cash flows from operating activities:

3 unchanged sentences

Stock-based compensation

Financing costs

Allowance for research and development rebate due

Change in fair value of derivative liability

Financing costs

Change in fair value of derivative liabilities

Amortization of debt discount and closing costs

4 unchanged sentences

Increase in accounts payable and accrued wages

Increase in accounts payable and accrued wages, officers

Increase (decrease) in accounts payable and accrued wages, officers

Increase in accrued interest

3 unchanged sentences

Net cash provided by financing activities

Net increase in cash and cash equivalents

Increase in cash and cash equivalents

Cash and cash equivalents:

8 unchanged sentences

Original issue discount on debt and closing costs on notes payable

Debt discount recognized on notes payable associated with derivative liability

Rent offset payment applied to accrued interest on notes payable

Debt discount recognized on notes payable associated with derivative liabilities

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

condensed consolidated financial statements.

Odyssey Health, Inc.

11 unchanged sentences

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.

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

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

policies have not changed during the six months ended January 31, 2026 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.

Segment Reporting

We operate as one

reportable segment under ASC 280, Segment Reporting .

The Chief Operating Decision Maker, reviews and evaluates financial information

and allocates resources on a consolidated basis when making operating decisions and assessing performance.

Accounting for Derivative Liabilities

We have derivative liabilities related to outstanding

debt with a variable conversion features.

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 and Comprehensive

Loss in the period incurred.

See also Note 4.

At January 31, 2026, there was $ 220,000 of principal,

$ 9,403 of accrued interest, and warrants exercisable for 1,000,000 shares of our common stock outstanding pursuant to the 2025 SPA.

November 13, 2025 Convertible Promissory Note and

Maintenance Agreement

To consummate a separate

November 13, 2025 Securities Purchase Agreement with Mast Hill, we entered into a maintenance agreement and a maintenance note with Mast

The net effect from the maintenance agreement and note was an upfront expense of $ 330,030 , which was recorded as a day one financing

The terms of the maintenance agreement and maintenance note are described below.

On November 13, 2025, we

entered into a Maintenance Agreement with Mast Hill, pursuant to which we agreed to provide certain maintenance and related services

for a commercial facility beginning November 13, 2025 and ending on the first business day of February 2034.

In exchange, Mast Hill will

pay us service fees (the “Fees”) which currently total approximately $ 252,450

per year that is an offset to the principal and interest payable against the outstanding tranches.

For financial statement presentation,

future Fees receivable under the Maintenance Agreement will be offset against any debt owed to Mast Hill.

As of January 31, 2026, $ 1,842,002

in future Fees receivable was offset against Notes payable.

In connection with the Maintenance

Agreement, we issued to Mast Hill a convertible promissory note in the amount of $ 2,262,000 which bears interest at 10 % per annum and

is due November 13, 2026 (the “Maintenance Note”) in exchange for the Fees to be received as described above.

The Maintenance

Note plus any accrued but unpaid interest is convertible at any time by Mast Hill into shares of our common stock at a price equal to

85% of the lowest volume weighted average price during the preceding 10 trading days.

Due to the variability of the conversion feature,

5 unchanged sentences

cost totaling $ 2,242,625 .

The derivative liability was revalued at October 31, 2025 with an estimated fair value of $ 225,155 .

a gain on change in fair value of derivative liability in the amount of $ 422,419 was recorded on our Condensed Consolidated Statements

of Operations for the quarter ended October 31, 2025.

The derivative liability was revalued at January 31, 2026 with an estimated fair value of $ 2,621,970 .

a loss on change in fair value of derivative liabilities in the amount of $ 379,345 was recorded on our Condensed Consolidated Statements

of Operations and Comprehensive Loss for the three and six months ended January 31, 2026.

See also Note 4.

At October 31, 2025, there was $ 220,000 of principal,

$ 3,858 of accrued interest, and warrants exercisable for 1,000,000 shares of our common stock outstanding pursuant to the 2025 SPA.

December 13, 2022 Securities Purchase Agreement

Pursuant to the Securities Purchase Agreement with

Mast Hill dated December 13, 2022 (the “2022 SPA”), on August 29, 2025, Mast Hill converted $ 80,618 of interest and $ 1,750

in fees for a total of $ 82,368 into 1,144,000 shares of our common stock at a price of $0.072 per share.

On October 9, 2025, we entered into Amendment No.

6 to the 2022 SPA, extending the maturity date for the full amount outstanding to April 30, 2026.

At October 31, 2025, there was $ 499,667 of principal,

$ 8,638 of accrued interest, and warrants exercisable for 14,666,667 shares of our common stock outstanding pursuant to the 2022 SPA.

At January 31, 2026, there was $ 2,262,000 of principal,

$ 48,339 of accrued interest pursuant to the Maintenance Note.

Pursuant to the terms of

the Maintenance Note, we will remit any service fees received, less direct costs, to Mast Hill as payment on the Master Note tranches

until paid in full or converted.

The service fees under the Maintenance Agreement will not exceed the

debt incurred under the Maintenance Note.

Accordingly, we do not expect to record any revenues in the future under the Maintenance Agreement,

as proceeds will only reduce the future Fees receivable, which are netted against Notes payable.

November 13, 2025 Mast

Hill Securities Purchase Agreement

On November 13, 2025, we

entered into a Securities Purchase Agreement (the “SPA”) with Mast Hill.

Pursuant to the terms of the SPA, we issued a promissory

note with a maximum principal amount of up to $ 25,000,000 in multiple tranches (the “Master SPA Note”).

Pursuant to the terms

of the SPA, there is an original issue discount (“OID”) of 10 % on each tranche.

Accordingly, the maximum proceeds to us, when

considering the 10% OID, is $ 22,250,000 less any related costs and fees.

The SPA Note is convertible at any time by Mast Hill into shares

of our common stock at 85% of the lowest volume weighted average price during the preceding 10 trading days.

With each tranche, we will

issue to Mast Hill common stock purchase warrants (“Warrants”) exercisable at $0.001 per share in an amount equal to 20% of

the principal amount of the tranche divided by the lowest traded price of our common stock during the 10 trading days preceding each funding

November 13, 2025 Tranche

On November 13, 2025, we

entered into the first tranche of the SPA consisting of $ 500,000 principal with an original discount of $ 50,000 and legal fees totaling

$ 12,500 for net proceeds to us of $ 437,500 .

In conjunction with this tranche, we issued Warrants to Mast Hill immediately exercisable

for 1,538,461 shares of our common stock at $0.001 per share.

Due to the variability of the conversion feature,

it is valued separately from the underlying debt as an embedded conversion feature, which is a derivative liability.

Using the Black-Scholes

pricing model, we determined the fair value of the derivative liability to be $ 495,717 at inception.

The fair value of the derivative

liability in excess of the available face value of the note, net of all discounts from other sources, was recorded as a day one financing

cost totaling $ 137,410 .

The derivative liability was revalued at January 31, 2026 with an estimated fair value of $ 516,745 .

a loss on change in fair value of derivative liabilities in the amount of $ 21,028 was recorded on our Condensed Consolidated Statements

of Operations and Comprehensive Loss for each of the three and six month periods ended January 31, 2026.

See also Note 4.

At January 31, 2026, there was $ 469,580 of principal,

$ 3,731 of accrued interest, and warrants exercisable for 1,538,461 shares of our common stock outstanding pursuant to the November 13,

2025 tranche.

December 31, 2025 Tranche

On December 31, 2025, we entered into the second tranche

of the SPA consisting of $ 500,000 principal with an original discount of $ 50,000 and legal fees totaling $ 12,500 for net proceeds to us

of $ 437,500 .

In conjunction with this tranche, we issued Warrants to Mast Hill immediately exercisable for 3,508,771 shares of our common

stock at $0.001 per share.

Due to the variability of the conversion feature,

it is valued separately from the underlying debt as an embedded conversion feature, which is a derivative liability.

Using the Black-Scholes

pricing model, we determined the fair value of the derivative liability to be $ 548,321 at inception.

The fair value of the derivative

liability in excess of the available face value of the note, net of all discounts from other sources, was recorded as a day one financing

cost totaling $ 192,620 .

The derivative liability was revalued at January 31, 2026 with an estimated fair value of $ 574,278 .

a loss on change in fair value of derivative liabilities in the amount of $ 25,957 was recorded on our Condensed Consolidated Statements

of Operations and Comprehensive Loss for the three and six months ended January 31, 2026.

See also Note 4.

At January 31, 2026, there was $ 500,000 of principal,

$ 3,973 of accrued interest, and warrants exercisable for 3,508,771 shares of our common stock outstanding pursuant to the December 31,

2025 tranche.

Directors and Officers Promissory Notes

At October 31, 2025, we had $ 100,000 of principal

and $ 30,875 of accrued interest related to these Promissory Notes outstanding and the due date was January 31, 2026.

At January 31, 2026, we had $ 100,000

of principal and $ 32,891

of accrued interest related to these Promissory Notes outstanding and the due date has been extended to January

Notes Payable Summary

7 unchanged sentences

Unamortized debt discount

( 3,118,556 )

Convertible notes payable, net

1 unchanged sentence

Unamortized debt discount

( 3,122,747 )

Total notes payable outstanding, net

1 unchanged sentence

2021 Omnibus Stock Incentive Plan

At October 31, 2025, 17,625,000 shares of our common

stock were reserved for issuance pursuant to the 2021 Plan and 2,500,000 shares remained available for future awards.

At January 31, 2026, 17,625,000

shares of our common stock were reserved for issuance pursuant to the 2021 Omnibus Stock Incentive Plan (the “2021 Plan”)

and 2,500,000

shares remained available for future awards under the 2021 Plan.

Stock Options and Restricted Stock Units

There was no restricted stock unit activity during the three months

ended October 31, 2025.

Stock option activity during the three months ended October 31, 2025 was as follows:

There was no restricted stock unit activity during

the six months ended January 31, 2026.

Stock option activity during the six months ended January 31, 2026 was as follows:

Schedule of stock option activity

4 unchanged sentences

( 2,400,000 )

Options outstanding at October 31, 2025

Warrant activity during the first quarter of fiscal

Options outstanding at January 31, 2026

Warrant activity during the six months ended January

31, 2026 was as follows:

4 unchanged sentences

Warrants issued

Warrants outstanding at October 31, 2025

Warrants expired

Warrants outstanding at January 31, 2026

The weighted average contractual term remaining

for outstanding warrants was 2.38 years at January 31, 2026.

Unrecognized Stock-Based Compensation Costs

At October 31, 2025, we had no unrecognized stock-based

At January 31, 2026, we had no unrecognized stock-based

compensation.

4 unchanged sentences

our common stock totaling up to $25.0 million.

During the quarter ended October 31, 2025, no Put Notices were delivered

to Mast Hill under the Agreement.

During the six months ended January 31, 2026, no Put

Notices were delivered to Mast Hill under the Agreement.

Mast Hill Conversion of Interest and Fees

August 29, 2025, Mast Hill converted $ 80,618 of interest and $ 1,750 in

fees for a total of $ 82,368 into 1,144,000 shares of our common stock at a price of $0.072 per share.

On August 29, 2025, Mast Hill converted $ 80,618

of accrued interest and $ 1,750

in fees for a total of $ 82,368

into 1,144,000

shares of our common stock at a conversion price of $0.072 per share.

Conversion of LGH Investments,

LLC Convertible Note

On October 6, 2025, LGH converted $ 144,000 of its

outstanding convertible note into 2,000,000 shares of our common stock at a price of $0.072 per share.

Following the conversion, there

was $ 891,000 of principal and $ 276,756 of accrued interest outstanding.

On October 6, 2025, LGH converted $ 144,000

of principal from its outstanding convertible note into 2,000,000

shares of our common stock at a conversion price of $0.072 per share.

As of January 31, 2026, there was $ 891,000

of principal and $ 294,723

of accrued interest outstanding.

Mast Hill Securities

Purchase Agreement

for a discussion of a November 13, 2025

SPA and related promissory note.

Net Loss Per Share

2 unchanged sentences

Potentially dilutive common stock and common

stock equivalents, including stock options, RSUs and warrants are excluded as they would be antidilutive.

stock equivalents, including stock options, restricted stock units and warrants are excluded from the diluted loss per share calculation as their inclusion would

be antidilutive due to the net loss position.

The following anti-dilutive securities were excluded

1 unchanged sentence

Schedule of anti-dilutive securities

Three Months Ended October 31,

Three Months Ended January 31,

Six Months Ended January 31,

Options to purchase common stock

7 unchanged sentences

Schedule of related party payables

January 31, 2026

July 31, 2025

Reimbursement of expenses:

2 unchanged sentences

Christine Farrell, CFO

See Note 5 for a discussion of $ 25,000 Promissory

Notes payable to each of two officers and two directors.

Subsequent Events

Mast Hill Maintenance

On November 13, 2025, we

entered into a Maintenance Agreement with Mast Hill, pursuant to which we agreed to provide certain maintenance and related services for

a commercial facility beginning November 13, 2025 and ending on the first business day of February 2034.

In exchange, Mast Hill will pay

us service fees (the “Fees”) which currently total approximately $245,000 per year.

In connection with the Maintenance

Agreement, we issued to Mast Hill a convertible promissory note in the amount of $2,262,000 which bears interest at 10% per annum and

is due November 13, 2026 (the “Maintenance Note”) in exchange for the Fees to be received as described above.

The Maintenance

Note plus any accrued but unpaid interest is convertible at any time by Mast Hill into shares of our common stock at a price equal to

85% of the lowest volume weighted average price during the preceding 10 trading days.

Pursuant to the terms of

the Maintenance Note, we will remit any service fees received, less direct costs, to Mast Hill as payment on the Maintenance Note until

it is paid in full or converted.

Mast Hill Securities

Purchase Agreement

On November 13, 2025, we

also entered into a Securities Purchase Agreement (the “SPA”) with Mast Hill.

Pursuant to the terms of the SPA, we issued

a promissory note with a maximum principal amount of up to $25,000,000 in multiple tranches (the “SPA Note”).

the terms of the SPA, there is an original issue discount (“OID”) of 10% on each tranche.

Accordingly, the maximum proceeds

to us, when considering the 10% OID, is $22,250,000 less any related costs and fees.

The SPA Note is convertible at any time by Mast Hill

into shares of our common stock at 85% of the lowest volume weighted average price during the preceding 10 trading days.

With each tranche, we will

issue to Mast Hill common stock purchase warrants (“Warrants”) exercisable at $0.001 per share in an amount equal to 20% of

the principal amount of the tranche divided by the lowest traded price of our common stock during the 10 trading days preceding each funding

On November 13, 2025, we

entered into the first tranche of the SPA consisting of $500,000 principal with an original discount of $50,000 and legal fees totaling

$12,500 for net proceeds to us of $437,500.

In conjunction with this tranche, we issued Warrants to Mast Hill immediately exercisable

for 1,538,461 shares of our common stock at $0.001 per share.

See Note 5 for a discussion of $ 25,000

Promissory Notes payable to each of our Chief Executive Officer, Chief Financial Officer, and two directors, for an aggregate principal

amount of $100,000.

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-Q

Item 1. Financial Statements