Odyssey Health (ODYY) posts larger Q2 2026 loss and flags going concern risk
Odyssey Health, Inc. reported a larger loss and ongoing financial strain for the quarter ended January 31, 2026. The company generated no revenue and posted a net loss of
Cash improved to
Losses were driven mainly by financing costs of
Management disclosed substantial doubt about Odyssey’s ability to continue as a going concern, citing recurring losses, negative cash flows and dependence on additional capital. The company continues to develop its CardioMap and Save-A-Life devices and entered a new BreastCheck® sublicense, but has not yet obtained regulatory clearance or begun product sales.
Positive
- None.
Negative
- Going concern uncertainty: Management states there is substantial doubt about Odyssey’s ability to continue as a going concern, citing recurring losses, negative cash flows, a working capital deficit of $10,595,819 and dependence on new financing.
- High-cost, dilutive financing burden: Notes payable total $5,392,247 (face), with $3,122,747 of discounts, $3,936,166 of derivative liabilities, and $3,080,023 of recent financing costs, creating significant leverage and potential dilution from convertible debt and warrants.
Insights
Heavy reliance on structured debt, large derivatives, and going concern risk dominate this update.
Odyssey Health is funding operations almost entirely through high-cost convertible notes and warrants. Total notes payable reached
New Mast Hill arrangements added multiple tranches, a
The filing explicitly notes substantial doubt about the company’s ability to continue as a going concern, with a working capital deficit of
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form
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(Mark One)
For the quarterly period ended
or
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ODYSSEY HEALTH, INC.
FORM 10-Q
For the Quarter Ended January 31, 2026
INDEX
| Page | ||
| PART I. FINANCIAL INFORMATION | ||
| Item 1 | Financial Statements (Unaudited) | 3 |
| Condensed Consolidated Balance Sheets | 3 | |
| Condensed Consolidated Statements of Operations and Comprehensive Loss | 4 | |
| Condensed Consolidated Statements of Changes in Stockholders’ Deficit | 5 | |
| Condensed Consolidated Statements of Cash Flows | 6 | |
| Notes to Condensed Consolidated Financial Statements | 7 | |
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 21 |
| Item 4 | Controls and Procedures | 21 |
| PART II. OTHER INFORMATION | ||
| Item 1A | Risk Factors | 23 |
| Item 5 | Other Information | 23 |
| Item 6 | Exhibits | 23 |
| Signatures | 24 | |
| 2 |
PART I - FINANCIAL INFORMATION
| Item 1. | Financial Statements |
Odyssey Health, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
| January 31, | July 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses and other current assets, net | ||||||||
| Total current assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current liabilities: | ||||||||
| 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 debt discount and closing costs of $ | ||||||||
| Derivative liabilities | ||||||||
| Total current liabilities | ||||||||
| Commitments and contingencies (Note 3) | – | – | ||||||
| Stockholders’ deficit: | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
Odyssey Health, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
| Three Months Ended January 31, | Six Months Ended January 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| General and administrative expense | $ | $ | $ | $ | ||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from change in fair value of Oragenics, Inc. common stock | ( | ) | ||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Financing costs | ( | ) | ( | ) | ||||||||||||
| Change in fair value of derivative liabilities | ( | ) | ( | ) | ||||||||||||
| Other expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to common shareholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic net loss per share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted 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 condensed consolidated financial statements.
| 4 |
Odyssey Health, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes Stockholders’ Deficit
(Unaudited)
| Common Stock | ||||||||||||||||||||
| Shares | Dollars | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders’ (Deficit) | ||||||||||||||||
| Balances, July 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common stock issued for conversion of accrued interest and fees | – | |||||||||||||||||||
| Common stock issued for conversion of outstanding principal | – | |||||||||||||||||||
| Warrants issued in debt financing | – | – | – | |||||||||||||||||
| Net loss | – | – | – | ( | ) | ( | ) | |||||||||||||
| Balances, October 31, 2025 | ( | ) | ( | ) | ||||||||||||||||
| Warrants issued in debt financing | – | – | – | |||||||||||||||||
| Net loss | – | – | – | ( | ) | ( | ) | |||||||||||||
| Balances, January 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common Stock | ||||||||||||||||||||
| Additional | Total | |||||||||||||||||||
| Paid-In | Accumulated | Stockholders’ | ||||||||||||||||||
| Shares | Dollars | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balances, July 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Stock-based compensation | – | – | – | |||||||||||||||||
| Warrants issued in debt financing | – | – | – | |||||||||||||||||
| Net loss | – | – | – | ( | ) | ( | ) | |||||||||||||
| Balances, October 31, 2024 | ( | ) | ( | ) | ||||||||||||||||
| Stock-based compensation | – | – | – | |||||||||||||||||
| Net loss | – | – | – | ( | ) | ( | ) | |||||||||||||
| Balances, January 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
Odyssey Health, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| For the Six Months Ended January 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash flows used in operating activities: | ||||||||
| Stock-based compensation | ||||||||
| Allowance for research and development rebate due | ||||||||
| Financing costs | ||||||||
| Change in fair value of derivative liabilities | ||||||||
| Amortization of debt discount and closing costs | ||||||||
| Loss from change in fair value of Oragenics, Inc. common stock | ||||||||
| Financing costs paid with issuance of common stock | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Increase in accounts payable and accrued wages | ||||||||
| Increase (decrease) in accounts payable and accrued wages, officers | ( | ) | ||||||
| Increase in accrued interest | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Net proceeds from notes payable | ||||||||
| Net cash provided by financing activities | ||||||||
| 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 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 | ||||||||
| 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 condensed consolidated financial statements.
| 6 |
Odyssey Health, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Basis of Presentation and Nature of Operations
Basis of Presentation
The accompanying condensed consolidated financial information of Odyssey Health, Inc. 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
Other than as described below, our significant accounting 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.
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 Notes 4 and 5.
Reclassification
We have reclassified, combined or separately disclosed certain amounts in the prior years’ condensed consolidated financial statements and accompanying footnotes to conform with the current year’s presentation. These changes consisted of separating Accounts payable and accrued wages, officers from Accounts payable and Accrued wages within the January 31, 2025 condensed consolidated statement of cash flows and Stock-based compensation was reclassified in the prior period financial statements to be a component of General and administrative expense in order to conform with the current period presentation. There was no effect on the reported Net loss for the periods.
Nature of Operations
Our corporate mission is to create or acquire distinct assets, intellectual property, and technologies with an emphasis on acquisition targets that have superior clinical utility and serve an unmet medical need. Our business model is to develop or acquire medical-related products, engage third parties to help develop such products, complete clinical trials, and manufacture products according to U. S. Food and Drug Administration (“FDA”) regulations. We have two different technologies in development; the CardioMap heart monitoring and screening device and the Save-A-Life choking rescue device.
We intend to acquire other technologies and assets and plan to be a trans-disciplinary product development company involved in the discovery, development and commercialization of products and technologies that may be applied over various medical markets. We plan to license, improve and/or develop our products and identify and select distribution channels. We intend to establish agreements with distributors to get products to market quickly as well as to undertake and engage in our own direct marketing efforts. We will determine the most effective method of distribution for each unique product that we include in our portfolio. We will engage third-party research and development firms who specialize in the creation of our products to assist us in the development of our own products, and we will apply for trademarks and patents once we have developed proprietary products.
| 7 |
We are not currently selling or marketing any products, as our products are in development, and FDA clearance or approval to market our products will be required to sell in the United States. In addition, we would require additional European Union or country specific clearance or approvals to sell internationally.
Going Concern
We did not recognize any revenues for the year ended
July 31, 2025, and we had an accumulated deficit of $
The operating deficit and negative working capital at January 31, 2026, indicate substantial doubt about our ability to continue as a going concern. Our continued existence depends on the success of our efforts to raise additional capital necessary to meet our obligations as they come due and to obtain sufficient capital to execute our business plan. We may obtain capital primarily through issuances of debt or equity or entering into collaborative arrangements with corporate partners. There can be no assurance that we will be successful in completing additional financing or collaboration transactions or, if financing is available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we may be required to scale down or perhaps even cease operations.
The issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments. Our financial statements do not include adjustments that might result from the outcome of this uncertainty.
We are continually adjusting our business plan to reflect our current liquidity expectations. If we are unable to raise additional capital, secure additional debt financing, secure additional equity financing, secure a strategic partner, reduce our operating expenditures, or seek bankruptcy protection, we will adjust our business plan. Given our recurring losses, negative cash flow, and accumulated deficit, there is substantial doubt about our ability to continue as a going concern.
Note 2. New Accounting Pronouncements
ASU 2023-09
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments will be effective for the Company’s July 31, 2026 fiscal year end financial statements. The amendments should be applied on a prospective basis. Retrospective application is permitted. We are currently evaluating this ASU to determine its impact on our disclosures and do not expect the amendments to have a material effect on our financial statements.
ASU 2024-03
In November 2024, the FASB issued ASU 2024-03, Comprehensive Income (Topic 220): Disaggregation of Income Statement Expense, related to the disaggregation of certain income statement expenses. The amendments in this update require public entities to disclose incremental information related to purchases of inventory, team member compensation and depreciation, which will provide investors the ability to better understand entity expenses and make their own judgements about entity performance. The amendments in this update are effective for fiscal years beginning after December 15, 2026. We plan to adopt this pronouncement and make the necessary updates to our disclosures for the year ending July 31, 2027, and, aside from these disclosure changes, we do not expect the amendments to have a material effect on our financial statements.
| 8 |
Note 3. Commitments and Contingencies
Master Technology and Sub-License Agreement
On October 14, 2025, we entered into a Master Technology and Sub-license Agreement (the “Agreement”) with NeuRX Health, Inc. (“NeuRX”). Pursuant to the Agreement, we entered into a sub-licensing agreement for exclusive, worldwide rights to BreastCheck®, a non-invasive test for breast abnormalities. The Agreement, anticipated to close in the first quarter of 2026, is subject to finalization of certain material terms and closing conditions, and there can be no assurance that the transaction will close on the anticipated timeline or at all. Terms include worldwide license to the technology, a royalty agreement, sublicense agreement and material transfer agreement. Cash consideration will be paid to NeuRX every time we make a draw on our Mast Hill equity line of credit. The amount to be paid to NeuRX will equal 30% of the net cash proceeds received from draws under the equity line of credit calculated after satisfaction of payment obligations to certain debt holders throughout the life of the equity line of credit.
Upon closing of the Agreement, we will be responsible for all manufacturing, distribution, marketing and sales of BreastCheck®.
Note 4. Fair Value
The fair value of financial assets and liabilities are determined utilizing a three-level framework as follows:
Level 1 – Observable inputs, such as unadjusted quoted prices in active markets, for substantially identical assets and liabilities.
Level 2 – Observable inputs other than quoted prices within Level 1 for similar assets and liabilities. These include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. If the asset or liability has a specified or contractual term, the input must be observable for substantially the full term of the asset or liability.
Level 3 – Unobservable inputs that are supported by little or no market activity, generally requiring a significant amount of judgment by management.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Further, although we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
We did not have any transfers of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2, or Level 3 during the six months ended January 31, 2026, or the year ended July 31, 2025.
No changes were made to our valuation techniques during the quarter ended January 31, 2026.
We did not have any financial instruments carried at fair value at July 31, 2025. Financial instruments carried at fair value at January 31, 2026 included the following:
| Schedule of fair value of financial instruments | ||||||||||||||||
| January 31, 2026 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Derivative liability | $ | $ | $ | $ | ||||||||||||
| 9 |
Derivative Liabilities
Derivative liabilities relates to the variable conversion feature embedded in our August 27, 2025 Securities Purchase Agreement, our November 13, 2025 Convertible Promissory Note and Maintenance Agreement and our November 13, 2025 Securities Purchase Agreement with Mast Hill Fund L.P. and our December 31, 2025 Second Tranche related to the November 13, 2025 Securities Purchase Agreement. See Note 5 for additional information. The fair value of our derivative liabilities as of August 27, 2025 (inception), October 31, 2025, November 13, 2025 (inception), December 31, 2025 (inception), and January 31, 2026, was determined using the Black-Scholes pricing model utilizing the following inputs:
| Schedule of assumptions | ||||||||||||||||||||
August 27, 2025 | October 31, 2025 | November 13, 2025 | December 31, 2025 | January 31, 2026 | ||||||||||||||||
| Expected stock price volatility | ||||||||||||||||||||
| Risk free interest rate | ||||||||||||||||||||
| Expected life of options (years) | | |||||||||||||||||||
| Expected dividend yield | ||||||||||||||||||||
| Exercise price | $ | $ | $ | $ | $ | |||||||||||||||
| Stock price | $ | $ | $ | $ | $ | |||||||||||||||
Our derivative liabilities were as follows:
| Schedule of derivative liabilities | ||||
| Six Months Ended January 31, 2026 | ||||
| Beginning balance at July 31, 2025 | $ | |||
| Additional derivative liability recognized | ||||
| Change in fair value of derivative liability | ( | ) | ||
| Balance at October 31, 2025 | ||||
| Additional derivative liabilities recognized | ||||
| Change in fair value of derivative liabilities | ||||
| Ending balance at January 31, 2026 | $ | |||
See also Note 5.
Fair Value of Current Assets and Liabilities
The carrying values of Cash, Accounts payable and accrued wages, Accounts payable and accrued wages - officers, and Notes payable approximate their fair value due to their short maturities.
| 10 |
Contingent Liability
At January 31,
2026 and July 31, 2025, we had contingent consideration related to the acquisition of intellectual property, know-how and patents
for an anti-choking, life-saving medical device in fiscal 2019. According to the agreement, we will make a one-time cash payment totaling
$
Note 5. Debt
Our debt instruments consist of Convertible notes payable, officers and directors, Notes payable, and Convertible notes payable. All of our debt instruments are unsecured. Key terms of our various debt instruments are as follows:
LGH Investments, LLC
On September 15, 2025, and effective July 31, 2025, we entered into Amendment No. 10 to the Convertible Promissory Note pursuant to the Securities Purchase Agreement dated April 5, 2021, with LGH Investments, LLC (“LGH”) (the “Note”) which extended the maturity date of the Note to January 31, 2026.
On October 6, 2025, LGH converted $
On January 31, 2026, we entered into Amendment No. 11 to the Convertible Promissory Note to extend the maturity date to April 30, 2026.
At January 31, 2026, we had $
Accredited Investor Promissory Notes
$300,000 Promissory Note
On August 14, 2024, we entered into a $
On August 14, 2025, this Note was amended to extend the maturity date to January 31, 2026.
On Feb 2, 2026 with an effective date of January 31, 2026, this Note was amended to extend the maturity date to January 31, 2027.
At January 31, 2026, $
$100,000 Promissory Note
On October 3, 2025, we entered into a $
At January 31, 2026, $
$50,000 Promissory Note
On February 13, 2024, we entered into a six-month
promissory note for $
| 11 |
On January 31, 2026, this note was amended to extend
the maturity date to
At January 31, 2026, $
Mast Hill Fund L.P.
Our unsecured debt instruments with Mast Hill have priority over our other unsecured debt in payment and performance. Our debt instruments with Mast Hill also have terms that restrict (a) distributions on our common stock, (b) stock repurchases, (c) the sale of any significant portion of our assets, and (d) certain advances and loans (all as defined within the Mast Hill debt agreements) without Mast Hill’s written consent. Details of our debt instruments with Mast Hill are as follows:
July 29, 2025 Common Stock Purchase Agreement
Pursuant to an Equity Purchase Agreement (the “Agreement”) dated July 29, 2025, we have the right, but not the obligation, to deliver Put Notices to Mast Hill Fund L.P. (“Mast Hill”) to purchase Put Shares of our common stock totaling up to $25.0 million. Each Put Notice will be (i) in a minimum amount not less than $5,000 and (ii) in a maximum amount up to the lesser of (a) $500,000 or (b) 20% of the Average Daily Trading Value. The lesser of (a) or (b) is referred to as the Maximum Daily Put Amount. We may, at our option, specify a minimum share price with respect to our common stock (the “Minimum Price”) in a Put Notice at the time that the Put Notice is delivered to Mast Hill.
To date, no Put Notices were delivered to Mast Hill under the Agreement.
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 $
On October 9, 2025, we entered into Amendment No.
6 to the 2022 SPA, extending the maturity date for the full amount outstanding to
At January 31, 2026, there was $
August 27, 2025 Securities Purchase Agreement
On August 27, 2025, we entered into a Securities Purchase
Agreement (the “2025 SPA”) with Mast Hill Fund L.P. (“Mast Hill”). Pursuant to the 2025 SPA, we sold Mast Hill
(i) a $
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 $
At January 31, 2026, there was $
| 12 |
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
Hill. The net effect from the maintenance agreement and note was an upfront expense of $
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 $
In connection with the Maintenance
Agreement, we issued to Mast Hill a convertible promissory note in the amount of $
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 $
At January 31, 2026, there was $
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 $
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 date.
November 13, 2025 Tranche
On November 13, 2025, we
entered into the first tranche of the SPA consisting of $
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 $
At January 31, 2026, there was $
| 13 |
December 31, 2025 Tranche
On December 31, 2025, we entered into the second tranche
of the SPA consisting of $
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 $
At January 31, 2026, there was $
Directors and Officers Promissory Notes
At January 31, 2026, we had $
Notes Payable Summary
The following notes payable were outstanding:
| Schedule of notes payable outstanding | ||||||||
| January 31, | July 31, | |||||||
| 2026 | 2025 | |||||||
| Convertible notes payable, officers and directors | $ | $ | ||||||
| Notes payable | ||||||||
| Unamortized debt discount | ( | ) | ( | ) | ||||
| Notes payable, net | ||||||||
| Convertible notes payable | ||||||||
| Unamortized debt discount | ( | ) | ||||||
| Convertible notes payable, net | ||||||||
| Total notes payable | ||||||||
| Unamortized debt discount | ( | ) | ( | ) | ||||
| Total notes payable outstanding, net | $ | $ | ||||||
Note 6. Stock-Based Compensation
2021 Omnibus Stock Incentive Plan
At January 31, 2026,
| 14 |
Stock Options and Restricted Stock Units
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 | ||||||||
| Number of Options | Weighted Average Exercise Price | |||||||
| Options outstanding at July 31, 2025 | $ | |||||||
| Options cancelled | ( | ) | ||||||
| Options outstanding at January 31, 2026 | ||||||||
Warrants
Warrant activity during the six months ended January 31, 2026 was as follows:
| Schedule of warrant activity | ||||||||
| Number of Warrants | Weighted Average Exercise Price | |||||||
| Warrants outstanding at July 31, 2025 | $ | |||||||
| Warrants issued | ||||||||
| 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 January 31, 2026, we had
Note 7. Common Stock
Mast Hill Equity Purchase Agreement
Pursuant to an Equity Purchase Agreement (the “Agreement”) dated July 29, 2025, we have the right, but not the obligation, to deliver Put Notices to Mast Hill Fund L.P. to purchase Put Shares of our common stock totaling up to $25.0 million.
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
On August 29, 2025, Mast Hill converted $
Conversion of LGH Investments, LLC Convertible Note
On October 6, 2025, LGH converted $
Mast Hill Securities Purchase Agreement
See Note 5. for a discussion of a November 13, 2025 SPA and related promissory note.
| 15 |
Note 8. Net Loss Per Share
Basic and diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Potentially dilutive common stock and common 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 from the calculations of diluted net loss per share:
| Schedule of anti-dilutive securities | ||||||||||||||||
| Three Months Ended January 31, | Six Months Ended January 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Options to purchase common stock | ||||||||||||||||
| Shares issuable upon conversion of convertible notes and related accrued interest | ||||||||||||||||
| Warrants to purchase common stock | ||||||||||||||||
| Total potentially dilutive securities | ||||||||||||||||
Note 9. Related Party Transactions
Accounts Payable and Accrued Wages, Officers
Accounts payable and accrued wages, officers included the following:
| Schedule of related party payables | ||||||||
| January 31, 2026 | July 31, 2025 | |||||||
| Reimbursement of expenses: | ||||||||
| Joseph M. Redmond, CEO | $ | $ | ||||||
| Christine Farrell, CFO | ||||||||
| Accrued salary and bonus: | ||||||||
| Joseph M. Redmond, CEO | ||||||||
| Christine Farrell, CFO | ||||||||
| $ | $ | |||||||
See Note 5 for a discussion of $
| 16 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical fact, included in this report regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management are forward-looking statements. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that the expectations underlying our forward-looking statements are reasonable, these expectations may prove to be incorrect, and all of these statements are subject to risks and uncertainties. Therefore, you should not place undue reliance on our forward-looking statements.
Many possible events or factors could affect our future financial results and performance and could cause actual results or performance to differ materially from those expressed, including those risks and uncertainties described in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended July 31, 2025 (“2025 Annual Report”) and those described from time to time in our future reports filed with the Securities and Exchange Commission (the “SEC”). We believe these risks and uncertainties could cause actual results or events to differ materially from the forward-looking statements that we make. Should one or more of these risks and uncertainties materialize, or should underlying assumptions, projections or expectations prove incorrect, actual results, performance or financial condition may vary materially and adversely from those anticipated, estimated or expected. Our forward-looking statements do not reflect the potential impact of future acquisitions, mergers, dispositions, joint ventures or investments that we may make. We do not assume any obligation to update any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law. In the light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements.
Overview
Our business model is to develop or acquire unique medical-related products, engage third parties to develop and manufacture such products and then distribute the products through various distribution channels, including third parties. We have two different technologies in the research and development stage; the CardioMap heart monitoring and screening device, and the Save-A-Life choking rescue device. To date, none of our product candidates have received regulatory clearance or approval for commercial sale.
Upon receiving adequate funding, we plan to license and develop our products and identify other product potentials we can develop or acquire. We will then engage third-party research and development firms that specialize in creating products to assist us, and we will apply for trademarks and patents at appropriate product development advances.
Recent Funding
$100,000 Promissory Note
On October 3, 2025, we entered into a $100,000 promissory note with an effective date of October 1, 2025, with Peter D’Arruda, a non-affiliated accredited investor. The $100,000 was received October 3, 2025. The note has a one-year maturity, becoming due on September 30, 2026, and bears interest at the rate of 18% per annum. In addition, we issued the investor an immediately exercisable warrant to purchase 100,000 shares of our common stock at $0.10 per share that expires September 30, 2030.
| 17 |
Mast Hill Fund L.P.
August 27, 2025 Securities Purchase Agreement
On August 27, 2025, we received net proceeds of $190,500 pursuant to a Securities Purchase Agreement with Mast Hill. See Note 5 of Notes to Condensed Consolidated Financial Statements for additional information.
November 13, 2025 Securities Purchase Agreement Tranche
On November 13, 2025, we entered into the first tranche of the November 13, 2025, Securities Purchase Agreement with Mast Hill and received net proceeds of $437,500. See Note 5 of Notes to Condensed Consolidated Financial Statements for additional information.
December 31, 2025 Securities Purchase Agreement Tranche
On December 31, 2025, we entered into the second tranche of the November 13, 2025, Securities Purchase Agreement with Mast Hill and received net proceeds of $437,500. See Note 5 of Notes to Condensed Consolidated Financial Statements for additional information.
Going Concern
See Note 1 of Notes to Condensed Consolidated Financial Statements.
Significant Accounting Policies and Use of Estimates
Other than as described in Note 1 of Notes to Condensed Consolidated Financial Statements, during the six months ended January 31, 2026, there were no significant changes to our significant accounting policies and estimates 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, 2025, which was filed with the SEC on October 29, 2025.
Results of Operations
We provide maintenance and related services for a commercial facility pursuant to our Maintenance Agreement with Mast Hill Fund, L.P. beginning November 13, 2025 and ending on the first business day of February 2034. In exchange, Mast Hill pays us service fees which currently total $245,000 per year. We do not currently sell or market any products. We will commence actively marketing products after the products and drugs in development have been FDA cleared or approved, but there can be no assurance, however, that we will be successful in obtaining FDA clearance or approval for our products.
| Three Months Ended January 31, | $ | % | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| General and administrative expense | $ | 181,942 | $ | 156,593 | $ | 25,349 | 16.2% | |||||||||
| Loss from operations | (181,942 | ) | (156,593 | ) | (25,349 | ) | 16.2% | |||||||||
| Interest expense | (412,429 | ) | (63,431 | ) | (348,998 | ) | 550.2% | |||||||||
| Financing costs | (2,572,655 | ) | – | (2,572,655 | ) | 100.0% | ||||||||||
| Change in fair value of derivative liabilities | (424,348 | ) | – | (424,348 | ) | 100.0% | ||||||||||
| Other expense, net | (10,249 | ) | (102 | ) | (10,147 | ) | 9,948.0% | |||||||||
| Net loss and comprehensive loss | $ | (3,601,623 | ) | $ | (220,126 | ) | $ | (3,381,497 | ) | 1,536.2% | ||||||
| Basic net loss per share | $ | (0.03 | ) | $ | (0.00 | ) | $ | (0.03 | ) | nm | ||||||
| Diluted loss per share | $ | (0.03 | ) | $ | (0.00 | ) | $ | (0.03 | ) | nm | ||||||
nm: Not meaningful
| 18 |
| Six Months Ended January 31, | $ | % | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| General and administrative expense | $ | 485,132 | $ | 736,020 | $ | (250,888 | ) | -34.1% | ||||||||
| Loss from operations | (485,132 | ) | (736,020 | ) | 250,888 | -34.1% | ||||||||||
| Loss from change in fair value of Oragenics, Inc. common stock | – | (370,698 | ) | 370,698 | -100.0% | |||||||||||
| Interest expense | (507,765 | ) | (132,217 | ) | (375,548 | ) | 284.0% | |||||||||
| Financing costs | (3,080,023 | ) | – | (3,080,023 | ) | 100.0% | ||||||||||
| Change in fair value of derivative liabilities | (1,929 | ) | – | (1,929 | ) | 100.0% | ||||||||||
| Other expense, net | (10,221 | ) | (97 | ) | (124 | ) | 10,437.1% | |||||||||
| Net loss and comprehensive loss | $ | (4,085,070 | ) | $ | (1,239,032 | ) | $ | (2,846,038 | ) | 229.7% | ||||||
| Basic net loss per share | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.03 | ) | nm | ||||||
| Diluted loss per share | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.03 | ) | nm | ||||||
nm: Not meaningful
General and Administrative Expense
General and administrative expense includes expenses related to salaries and related benefits for employees in finance, accounting, sales, administrative, and research and development activities, as well as stock-based compensation, costs related to maintaining compliance as a public company, and legal and professional fees.
The changes in General and administrative expense were due to the following:
Three months ended January 31, 2026 compared to three months ended January 31, 2025 | Six months ended January 31, 2026 compared to six months ended January 31, 2025 | |||||||
| Increase (decrease) in: | ||||||||
| Public company expense | $ | 2,544 | $ | (196,466 | ) | |||
| Wages | 3,559 | (112,485 | ) | |||||
| Stock-based compensation | (36,131 | ) | (96,618 | ) | ||||
| Business development and investor relations | 61,500 | 191,500 | ||||||
| Legal and professional fees | (7,098 | ) | (14,652 | ) | ||||
| Insurance | (1,222 | ) | (5,607 | ) | ||||
| Other | 2,197 | (16,560 | ) | |||||
| $ | 25,349 | $ | (250,888 | ) | ||||
The decrease in public company expense for the six months ended January 31, 2026 was due to lower securities filing activity. The increase in wages for the three months ended January 31, 2026 was due to wages paid to our officers. The decrease in wages for the six months ended January 31, 2026, was due to a voluntary decrease in executive salaries. The decreases in stock-based compensation were due to no stock-based compensation in the three and six months of fiscal 2026 due to no equity awards being granted and no unrecognized stock-based compensation. The decreases were offset by increases in business development and investor relations expense primarily related to our agreement with NeuRX Health, Inc. and associated investor relations outreach. See Note 3 of Notes to Condensed Consolidated Financial Statements.
| 19 |
Interest Expense
Interest expense includes interest on debt outstanding, as well as the amortization of debt discount and debt issuance costs. Certain information regarding debt outstanding was as follows:
| Three Months Ended January 31, | Six Months Ended January 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Weighted average debt outstanding | $ | 4,674,741 | $ | 1,902,147 | $ | 3,404,160 | $ | 1,829,421 | ||||||||
| Weighted average interest rate | 10.3% | 10.4% | 9.5% | 10.8% | ||||||||||||
Loss from Change in Fair Value of Oragenics, Inc. Common Stock
Loss from change in fair value of Oragenics, Inc. common stock in the prior year period related to the value of the common stock of Oragenics that was held by us as an investment. All shares were sold during fiscal 2025.
Financing Costs
Financing costs in the fiscal 2026 periods included the following:
| Six Months Ended January 31, 2026 | ||||
| Balance at July 31, 2025 | $ | – | ||
| August 27, 2025 Mast Hill Securities Purchase Agreement | 507,368 | |||
| Balance at October 31, 2025 | 507,368 | |||
| November 13, 2025 Mast Hill Maintenance SPA Convertible Promissory Note | 2,242,625 | |||
| November 13, 2025 Mast Hill SPA Tranche | 137,410 | |||
| December 31, 2025 Mast Hill SPA Tranche | 192,620 | |||
| Balance at January 31, 2026 | $ | 3,080,023 | ||
Change in Fair Value of Derivative Liability
Change in fair value of derivative liabilities in the fiscal 2026 periods relates to the value of the variable conversion feature embedded in our August 27, 2025 SPA and November 13, 2025 SPA with Mast Hill. See Notes 4 and 5 of Notes to Condensed Consolidated Financial Statements for additional information.
Liquidity and Capital Resources
See Recent Funding above for a discussion of our recent financings.
The following table sets forth the primary sources and uses of cash:
| Six Months Ended January 31, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (568,257 | ) | $ | (295,192 | ) | ||
| Net cash provided by financing activities | 1,165,500 | 300,000 | ||||||
To date, we have financed our operations primarily through debt financing and limited sales of our common stock. Our ability to continue to access capital could be affected adversely by various factors, including general market and other economic conditions, interest rates, the perception of our potential future earnings and cash distributions, any unwillingness on the part of lenders to make loans to us, and any deterioration in the financial position of lenders that might make them unable to meet their obligations to us. If these conditions continue and we cannot raise funds through a public or private debt financing, or an equity offering, our ability to grow our business may be negatively affected. In such case, we would suspend research and development activities until market conditions improve.
| 20 |
Debt
The following notes payable were outstanding:
| January 31, | July 31, | |||||||
| 2026 | 2025 | |||||||
| Convertible notes payable, officers and directors | $ | 100,000 | $ | 100,000 | ||||
| Notes payable | 400,000 | 300,000 | ||||||
| Unamortized debt discount | (4,191 | ) | (512 | ) | ||||
| Notes payable, net | 395,809 | 299,488 | ||||||
| Convertible notes payable | 4,892,247 | 1,584,667 | ||||||
| Unamortized debt discount | (3,118,556 | ) | – | |||||
| Convertible notes payable, net | 1,773,691 | 1,584,667 | ||||||
| Total notes payable | 5,392,247 | 1,984,667 | ||||||
| Unamortized debt discount | (3,122,747 | ) | (512 | ) | ||||
| Total notes payable outstanding, net | $ | 2,269,500 | $ | 1,984,155 | ||||
Inflation
Inflation did not have a material impact on our business and results of operations during the periods being reported on.
Off Balance Sheet Arrangements
We do not have any material off balance sheet arrangements.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
We are a smaller reporting company and are not required to provide information under this item.
| Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of January 31, 2026. 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 January 31, 2026, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, as a result of the material weaknesses in internal control over financial reporting that are described below, our disclosure controls and procedures were not effective.
| 21 |
As previously reported in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025, management identified the following material weaknesses in internal control over financial reporting:
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.
In light of the material weaknesses described above, prior to the filing of this Form 10-Q for the period ended January 31, 2026, management determined that key quarterly controls were performed timely and also performed additional procedures, including validating the completeness and accuracy of the underlying data used to support the amounts reported in the quarterly 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-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with United States GAAP.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 22 |
PART II - OTHER INFORMATION
| Item 1A. | Risk Factors |
There have been no material changes during the six months ended January 31, 2026, to the risk factors discussed in our Annual Report on Form 10-K for the year ended July 31, 2025. If any of the identified risks actually occur, our business, financial condition and results of operations could suffer. The trading price of our common stock could decline and you may lose all or part of your investment in our common stock. The risks and uncertainties described in our Annual Report on Form 10-K for the year ended July 31, 2025, are not the only ones we face. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business operations.
| Item 5. | Other Information |
During the
fiscal quarter ended January 31, 2026, no director or officer of the Company
| Item 6. | Exhibits |
The following exhibits are filed herewith and this list constitutes the exhibit index.
| Exhibit Number | Exhibit Description | |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 | |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 | |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 1350 | |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 1350 | |
| 101.INS | Inline XBRL Instances Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101). |
| 23 |
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 March 11, 2026.
| ODYSSEY HEALTH, INC. | ||
| By: | /s/ Joseph Michael Redmond | |
| Joseph Michael Redmond | ||
| Chief Executive Officer, President and Director | ||
| (Principal Executive Officer) | ||
| By: | /s/ Christine M. Farrell | |
| Christine M. Farrell | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| 24 |
FAQ
How did Odyssey Health (ODYY) perform financially in the quarter ended January 31, 2026?
What is Odyssey Health (ODYY)’s liquidity and working capital position?
Why does Odyssey Health (ODYY) disclose substantial doubt about continuing as a going concern?
How much debt and derivative liability does Odyssey Health (ODYY) carry?
Is Odyssey Health (ODYY) generating any product revenue yet?
What recent financing transactions did Odyssey Health (ODYY) complete with Mast Hill?
How many Odyssey Health (ODYY) shares are outstanding and what potential dilution exists?
