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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: January
30, 2026
(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(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| N/A |
N/A |
N/A |
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 |
OTC |
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 January 30, 2026, Odyssey Health, Inc. (the
“Company”), entered into four Amendments No. 12, to the Convertible Promissory Notes entered into December 21, 2021 and December
22, 2021, with two directors and two officers of the Company. Pursuant to the Amendment No. 12, the parties have agreed to extend the
maturity date of the note to January 31, 2027.
On January 30, 2026, the Company entered into
Amendment No. 11 to the Convertible Promissory Note entered into on August 14, 2024 with LGH Investments, LLC,. Pursuant to Amendment
No. 11, the parties have agreed to extend the maturity date of the note to April 30, 2026.
On January 30, 2026, the Company entered into
Amendment No. 5 to the Convertible Promissory Note entered into on February 13, 2024, with Jonathan Lutz, an accredited investor. Pursuant
to Amendment No. 5, the parties have agreed to extend the maturity date of the note to January 31, 2027.
On February 2, 2026 and effective as of January
31, 2026, the Company entered into Amendment No. 2 to the Promissory Note entered into on August 14, 2024, with Peter J. D’Arruda,
an accredited investor. Pursuant to the Amendment No. 2, the parties have agreed to extend the maturity date of the note to January 31,
2027.
Form of Amendment No. 12, Amendment No. 11, Amendment
No 5, and Amendment No. 2, are attached as Exhibit 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement. |
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 |
Form of Amendment No. 12 dated January 30, 2026, to Convertible Promissory Note with Directors and Officers, dated December 21, 2021 and December 22, 2021 |
| 10.2 |
Amendment No. 11 dated January 30, 2026, to Convertible Promissory Note with LGH Investments, LLC, dated April 5, 2021 |
| 10.3 |
Amendment No. 5 dated January 30, 2026, to the Promissory Note with accredited investor Jonathan Lutz, dated February 13, 2024 |
| 10.4 |
Amendment No. 2 dated February 2, 2026 and effective January 30, 2026, to the Promissory Note with accredited investor Peter J. D’Arruda, dated August 14, 2024 |
| 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: February 3, 2026 |
By: |
/s/ Joseph Michael Redmond |
| |
|
Joseph Michael Redmond
Chief Executive Officer |
