Odyssey Health secures $100K note with warrant

Odyssey Health, Inc. entered into a new short-term financing arrangement with a private investor.

Accepted by SEC EDGAR 10/08/2025 - 05:11 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Odyssey Health, Inc. entered into a new short-term financing arrangement with a private investor. On October 3, 2025, the company received $100,000 under a one-year promissory note effective as of October 1, 2025, bearing interest at 18% per year. This provides near-term cash to the business but at a relatively high interest cost.

As part of this financing, Odyssey issued the investor a warrant to purchase 100,000 shares of its common stock at an exercise price of $0.10 per share

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Odyssey Health (ODYY) enter into on October 3, 2025?

Odyssey Health entered into a one-year promissory note with an accredited private investor and received $100,000 in cash related to that note.

What are the key terms of Odyssey Health's new promissory note?

The note is a one-year obligation effective as of October 1, 2025 and carries an interest rate of 18% per annum.

Did Odyssey Health issue any equity-linked securities with this financing?

Yes, Odyssey issued a warrant to the investor to purchase 100,000 shares of common stock at an exercise price of $0.10 per share.

Who is the investor in Odyssey Health’s October 2025 note?

The investor is Peter D’Arruda, described as an accredited private investor in the disclosure.

What SEC form did Odyssey Health use to report this transaction?

Odyssey Health reported this transaction in a Form 8-K, describing the new promissory note and accompanying warrant.

Are there related documents filed for Odyssey Health’s note and warrant?

Yes, Odyssey listed the Promissory Note as Exhibit 10.1 and the Warrant as Exhibit 10.2, along with an Inline XBRL cover page file.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

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