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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
Current
Report
Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
Date of Report: October
3, 2025
(Date
of earliest event reported)
ODYSSEY
HEALTH, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
000-56196 |
47-1022125 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
2300
West Sahara Avenue, Suite 800 - #4012,
Las
Vegas, NV |
89102 |
| (Address of principal executive offices) |
(Zip Code) |
(702) 780-6559
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant
to Section 12(g) of the Act:
| Title of each Class |
Trading Symbol |
Name of Each Exchange on Which Registered |
| Common Stock ($0.001 par value) |
ODYY |
OTCQB |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. |
Entry into a Material Definitive Agreement. |
On October 3, 2025, Odyssey Health, Inc., (the
“Company” or “Odyssey”), received one hundred thousand dollars ($100,000) related to a Promissory Note Agreement
(the “Note”) with Peter D’Arruda, an accredited private investor, that was entered into by all parties on October 3,
2025 and effective as of October 1, 2025. The Note is a one-year note, bearing an interest rate of eighteen percent (18%) per annum. In
addition, the Company issued to the investor a warrant to purchase one hundred thousand (100,000) shares of Odyssey common stock at Ten
cents ($0.10) per share.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above under Item 1.01 is hereby incorporated
by reference into this Item 2.03.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Number |
Exhibit |
| 10.1 |
Promissory Note |
| 10.2 |
Warrant |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Odyssey Health, Inc. |
| |
|
| Date: October 8, 2025 |
By: |
/s/ Joseph Michael Redmond |
| |
|
Joseph Michael Redmond
Chief Executive Officer |
