false
0001626644
0001626644
2026-04-21
2026-04-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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: April
21, 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 April 21, 2026, Odyssey Health, Inc., a Nevada corporation (“Odyssey”
the “Company”) successfully closed the Master Technology and Sub-license Agreement (the “Agreement”)
with NeuRX Health, Inc. (“NeuRX”) which was entered into on October 14, 2025, and as further described in the Company’s
Form 8-K filed with the Securities and Exchange Commission on October 17, 2025. Pursuant to the Agreement, the Company signed the Agreement
granting its wholly-owned subsidiary, Odyssey Medical Devices, Inc., exclusive, worldwide marketing and distribution rights to the BreastCheckTM,
a non-invasive test for breast abnormalities. The transaction was subject to certain customary closing conditions by each party and both
parties have satisfied the conditions.
The information set forth in the Form 8-K Current Report filed on October
17, 2025, is hereby incorporated by reference into this Form 8-K Current Report.
The description of the Agreement contained therein is a summary and
is qualified in its entirety by reference to the form of the Agreement in the Form 8-K Current Report filed on October 17, 2025.
On April 21, 2026, the Company and NeuRX entered into Amendment No.
1 to the Agreement to effectuate the closing.
| Item 8.01. |
Other Information. |
On April 22, 2026, the Company issued a press release announcing the
Closing of the Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description |
| 10.1 |
Master Technology and Sub-license Agreement between Odyssey
and NeuRX incorporated by reference to Form 8-K filed on October 17, 2025 |
| 10.2 |
Amendment No. 1, dated April 21, 2026, to the Master Technology and Sub-License Agreement dated October 14, 2025 |
| 99.1 |
Press Release dated April 22, 2026 |
| 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: April 24, 2026 |
By: |
/s/ Joseph Michael Redmond |
| |
|
Joseph Michael Redmond
Chief Executive Officer |
Exhibit 99.1
Odyssey Health,
Inc. Secures Exclusive Global Distribution Rights for BreastCheck™ to Drive Recurring Revenue Growth
Agreement Positions Company for Near-Term
Revenue and Commercial Launch
LAS VEGAS, NV, April 22, 2026 (GLOBE NEWSWIRE) — Odyssey
Health, Inc. (OTCQB: ODYY), a medical device company focused on life-saving technologies, today announced the closing of a definitive
sub-license agreement granting its wholly-owned subsidiary, Odyssey Medical Devices, Inc., exclusive worldwide marketing and distribution
rights for BreastCheck™.
This transaction positions Odyssey to enter the global breast cancer
screening market, estimated at approximately $26 billion, with a differentiated, non-invasive, at-home screening solution. BreastCheck™
delivers results in approximately 15 minutes and is designed to aid early-stage detection of breast abnormalities, supporting increased
accessibility and frequency of screening.
While not a replacement for mammography, BreastCheck™ is designed
to serve as a first line screening tool, potentially expanding patient engagement and driving recurring usage. BreastCheck™ is
registered with the U.S. Food and Drug Administration) and with regulatory authorities in the European Union and the United Kingdom,
enabling a broad commercial footprint.
“With the addition of BreastCheck™, we are advancing our
strategic transition toward revenue-generating commercial products with recurring revenue potential,” said Michael Redmond, President
and CEO of Odyssey. “We believe this agreement provides a clear pathway to near-term revenue, with commercial sales anticipated
to commence in the second half of the year. This milestone significantly strengthens our portfolio and supports our long-term growth
strategy.”
About BreastCheckTM
BreastCheck™, a product of Davion Healthcare PLC, is a safe,
accurate and low-cost, way to routinely monitor for breast abnormalities and is intended to be an adjunct to established procedures for
the detection of breast disease, such as clinical breast examination and mammography. Abnormalities within the breast frequently produce
additional breast heat. BreastCheck™ averages temperature at three areas on each breast. By comparing the temperature of corresponding
areas of one breast to the other and entering the results on the BreastCheck™ Mobile App, results can be interpreted immediately.
About Breast Cancer
Breast cancer is the most common cancer in women worldwide and a leading
cause of cancer-related deaths. It occurs when abnormal cells in the breast grow uncontrollably, forming tumors that may spread to other
parts of the body. The American Cancer Society estimates that in the United States about 316,950 invasive and 59,080 non-invasive cases
are expected in 2025 and breast cancer accounts for roughly 30% of new cancers among women. According to the World Health Organization,
in 2022, an estimated 2.3 million women were newly diagnosed with breast cancer worldwide and around 670,000 die from the disease. If
current trends continue, by 2050 the number of new breast cancer cases per year is projected to rise to 3.2 million globally.
About Odyssey Health, Inc.
Odyssey Health, Inc. (OTCQB: ODYY) is a medical technology company
with a focus in the area of life-saving medical solutions. Odyssey’s corporate mission is to create, acquire and accumulate distinct
assets, intellectual properties, and exceptional technologies that provide meaningful medical solutions. The Company is focused on building
and acquiring assets with an identified technological advantage, superior clinical utility, and a substantial market opportunity. Odyssey
Medical Devices, Inc is a wholly owned subsidiary of Odyssey Health Inc.
Forward-Looking Statements
This communication contains “forward-looking statements”
within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, without limitation,
statements regarding the Company’s ability to successfully and timely close the sub-license agreement. These statements are based
on management’s current expectations, assumptions, and available information. Forward-looking statements are often identified by
words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,”
and similar expressions that do not relate solely to historical facts. Investors are cautioned not to place undue reliance on these statements,
as they are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed
or implied. Such risks and uncertainties include, but are not limited to: the Company’s ability to advance the manufacturing and
commercialization of BreastCheck™ within anticipated timelines; its ability to secure adequate financing, whether dilutive or non-dilutive;
and its expectations regarding the potential benefits, effectiveness, safety, manufacturing, and distribution of BreastCheck™, as
well as broader economic and market conditions. Additional risks are detailed in the Company’s filings with the U.S. Securities
and Exchange Commission. All forward-looking statements speak only as of the date of this communication, and the Company undertakes no
obligation to update them, except as required by law.
