Odyssey Health Narrows Loss to $483K, Faces Going Concern Doubts
Ticker: ODYY · Form: 10-Q · Filed: Dec 11, 2025 · CIK: 1626644
Sentiment: bearish
Topics: Biotechnology, Medical Devices, Going Concern, Debt Financing, Dilution Risk, FDA Approval, Early Stage Company
TL;DR
**ODYY is burning cash and relying on debt conversions, making the BreastCheck deal a high-stakes gamble for survival.**
AI Summary
Odyssey Health, Inc. reported a net loss of $483,447 for the three months ended October 31, 2025, a significant improvement from the $1,018,906 net loss in the same period of 2024. This reduction was primarily driven by a decrease in general and administrative expenses from $579,427 in 2024 to $303,190 in 2025, and a positive change in fair value of derivative liability of $422,419, offsetting increased financing costs of $507,368. The company's total assets increased to $143,622 as of October 31, 2025, from $49,723 on July 31, 2025, largely due to an increase in prepaid expenses and other current assets. However, current liabilities also rose to $7,298,810 from $7,004,421, resulting in a working capital deficit of $7,155,188. The company issued 3,144,000 shares of common stock for debt and accrued interest conversions, increasing outstanding shares to 99,853,763. A new Master Technology and Sub-license Agreement with NeuRX Health, Inc. for BreastCheck, a non-invasive breast test, was signed on October 14, 2025, with closing anticipated in January 2026, involving a 30% royalty on equity line draws. The company continues to face substantial doubt about its ability to continue as a going concern due to recurring losses and negative cash flows.
Why It Matters
Odyssey Health's continued operating losses and significant working capital deficit of $7.16 million as of October 31, 2025, pose a critical risk for investors, indicating a high reliance on future financing. The company's strategic move to acquire exclusive worldwide rights to BreastCheck from NeuRX Health, Inc. could be a pivotal growth driver, but its success hinges on FDA clearance and effective commercialization, which are uncertain. For employees and customers, the 'going concern' warning signals potential instability, while the competitive landscape for medical devices like CardioMap and Save-A-Life, and now BreastCheck, demands substantial capital and regulatory hurdles, making market entry challenging.
Risk Assessment
Risk Level: high — Odyssey Health, Inc. has an accumulated deficit of $63,229,284 as of October 31, 2025, and a working capital deficit of $7,155,188. The company explicitly states "substantial doubt about our ability to continue as a going concern" due to recurring operating losses and negative cash flows, indicating a severe financial risk.
Analyst Insight
Investors should exercise extreme caution and consider this a highly speculative investment. Monitor closely for successful capital raises, FDA clearance for BreastCheck, and tangible progress in product commercialization, as the company's survival depends on these factors.
Financial Highlights
- debt To Equity
- Not Disclosed
- revenue
- Not Disclosed
- operating Margin
- Not Disclosed
- total Assets
- $ 143,622
- total Debt
- Not Disclosed
- net Income
- $ -483,447
- eps
- $ -0.00
- gross Margin
- Not Disclosed
- cash Position
- $ 25,586
- revenue Growth
- Not Disclosed
Key Numbers
- $483,447 — Net Loss (for the three months ended October 31, 2025, an improvement from $1,018,906 in 2024)
- $63,229,284 — Accumulated Deficit (as of October 31, 2025, indicating significant historical losses)
- $7,155,188 — Working Capital Deficit (as of October 31, 2025, highlighting liquidity issues)
- $143,622 — Total Current Assets (as of October 31, 2025, up from $49,723 on July 31, 2025)
- $7,298,810 — Total Current Liabilities (as of October 31, 2025, up from $7,004,421 on July 31, 2025)
- 99,853,763 — Common Shares Outstanding (as of December 11, 2025, reflecting recent conversions)
- 30% — Royalty Rate (paid to NeuRX Health, Inc. on net cash proceeds from equity line draws for BreastCheck)
- $507,368 — Financing Costs (incurred for the three months ended October 31, 2025, up from zero in 2024)
- $422,419 — Change in Fair Value of Derivative Liability (a gain for the three months ended October 31, 2025)
- $303,190 — General and Administrative Expenses (for the three months ended October 31, 2025, down from $579,427 in 2024)
Key Players & Entities
- Odyssey Health, Inc. (company) — registrant
- NeuRX Health, Inc. (company) — partner in sub-license agreement
- BreastCheck (product) — non-invasive breast abnormality test
- LGH Investments, LLC (company) — debt holder
- Peter D'Arruda (person) — accredited investor providing promissory notes
- Jonathan Lutz (person) — promissory note holder
- FDA (regulator) — Food and Drug Administration
- CardioMap (product) — heart monitoring and screening device in development
- Save-A-Life (product) — choking rescue device in development
- Mast Hill (company) — equity line of credit provider
FAQ
What is Odyssey Health, Inc.'s current financial position regarding profitability?
Odyssey Health, Inc. reported a net loss of $483,447 for the three months ended October 31, 2025, which is an improvement from the $1,018,906 net loss in the same period of 2024. Despite this, the company has an accumulated deficit of $63,229,284 as of October 31, 2025, and has not recognized any revenues for the year ended July 31, 2025, or the three months ended October 31, 2025.
What are the key risks to Odyssey Health, Inc.'s continued operations?
The primary risk is the company's ability to continue as a going concern, explicitly stated due to recurring operating losses, negative cash flows, and an accumulated deficit of $63,229,284. As of October 31, 2025, Odyssey Health had a working capital deficit of $7,155,188, indicating insufficient capital to meet obligations without additional financing.
What new technology has Odyssey Health, Inc. recently acquired rights to?
On October 14, 2025, Odyssey Health, Inc. entered into a Master Technology and Sub-license Agreement with NeuRX Health, Inc. for exclusive, worldwide rights to BreastCheck, a non-invasive test for breast abnormalities. The agreement is anticipated to close in January 2026.
How does Odyssey Health, Inc. plan to fund its operations and new acquisitions?
Odyssey Health, Inc. plans to obtain capital primarily through issuances of debt or equity or by entering into collaborative arrangements with corporate partners. For the BreastCheck agreement, cash consideration will be paid to NeuRX Health, Inc. equal to 30% of net cash proceeds received from draws on Odyssey's Mast Hill equity line of credit.
What is the status of Odyssey Health, Inc.'s product development pipeline?
Odyssey Health, Inc. has two technologies in development: the CardioMap heart monitoring and screening device and the Save-A-Life choking rescue device. The company is not currently selling or marketing any products, as FDA clearance or approval is required for commercialization in the United States.
How has Odyssey Health, Inc.'s debt structure changed recently?
Odyssey Health, Inc. extended the maturity date of a convertible promissory note with LGH Investments, LLC to January 31, 2026, and LGH converted $144,000 of outstanding principal into 2,000,000 shares of common stock. Additionally, the company entered into a new $100,000 promissory note with Peter D'Arruda on October 3, 2025, due September 30, 2026, bearing 18% interest.
What impact do the recent common stock issuances have on Odyssey Health, Inc. shareholders?
Odyssey Health, Inc. issued 3,144,000 shares of common stock for the conversion of accrued interest and outstanding principal during the quarter, increasing total outstanding shares to 99,853,763 as of October 31, 2025. This issuance results in dilution for existing shareholders, as their ownership percentage decreases.
What are the regulatory requirements for Odyssey Health, Inc.'s products?
Odyssey Health, Inc.'s products, including CardioMap, Save-A-Life, and the newly licensed BreastCheck, require Food and Drug Administration (FDA) clearance or approval to be sold in the United States. International sales would also require additional European Union or country-specific clearances or approvals.
How has Odyssey Health, Inc.'s cash position changed in the last quarter?
Odyssey Health, Inc.'s cash and cash equivalents increased by $6,502 during the three months ended October 31, 2025, from $19,084 at the beginning of the period to $25,586 at the end. This was primarily driven by $290,500 in net proceeds from notes payable, partially offset by $283,998 in net cash used in operating activities.
What is the significance of the derivative liability on Odyssey Health, Inc.'s financial statements?
Odyssey Health, Inc. recognized a derivative liability of $225,155 at fair value as of October 31, 2025, related to outstanding debt with a variable conversion feature issued in August 2025. The change in fair value of this derivative liability resulted in a gain of $422,419 for the three months ended October 31, 2025, impacting the net loss.
Risk Factors
- Going Concern Uncertainty [high — financial]: The company faces substantial doubt about its ability to continue as a going concern due to recurring losses and negative cash flows. As of October 31, 2025, the accumulated deficit was $63,229,284, and the working capital deficit was $7,155,188, highlighting significant liquidity and historical financial challenges.
- Working Capital Deficit [high — financial]: Odyssey Health reported a working capital deficit of $7,155,188 as of October 31, 2025. This is a result of total current liabilities of $7,298,810 exceeding total current assets of $143,622, indicating short-term liquidity pressures.
- Increased Financing Costs [medium — financial]: Financing costs for the three months ended October 31, 2025, were $507,368, a significant increase from zero in the prior year period. This rise in costs, coupled with increased interest expense, contributed to the net loss.
- Dependence on New Agreements [medium — operational]: The company's future prospects appear to be significantly tied to the successful closing and performance of the Master Technology and Sub-license Agreement with NeuRX Health, Inc. for BreastCheck. The closing is anticipated in January 2026, and its success is crucial for revenue generation.
- Dilution from Share Issuances [medium — financial]: The company issued 3,144,000 shares of common stock for debt and accrued interest conversions, increasing outstanding shares to 99,853,763 as of December 11, 2025. This dilutes existing shareholders' ownership.
- Product Development and Regulatory Approval [medium — regulatory]: The BreastCheck technology is a new product. Its development, market acceptance, and any necessary regulatory approvals present inherent risks and uncertainties that could impact its commercial viability.
Industry Context
The healthcare technology sector is characterized by rapid innovation, significant R&D investment, and long product development cycles. Companies often rely on strategic partnerships and licensing agreements to bring new technologies to market. The competitive landscape includes established players and numerous startups vying for funding and market share, with regulatory hurdles and intellectual property protection being critical factors.
Regulatory Implications
The development and commercialization of new medical technologies like BreastCheck are subject to stringent regulatory oversight from bodies such as the FDA. Odyssey Health must navigate these approval processes, which can be lengthy and costly, and ensure ongoing compliance with healthcare regulations.
What Investors Should Do
- Monitor the closing of the NeuRX Health agreement
- Analyze cash burn rate and future funding needs
- Evaluate the commercial potential of BreastCheck
- Assess the impact of share dilution
Key Dates
- 2025-10-31: End of Q3 2025 reporting period — Company reported a net loss of $483,447, an improvement from the prior year, but maintained a significant working capital deficit of $7,155,188.
- 2025-10-14: Master Technology and Sub-license Agreement with NeuRX Health, Inc. signed — This agreement for BreastCheck is a key strategic development, with potential for future revenue through royalties, but faces closing risks.
- 2026-01-XX: Anticipated closing of NeuRX Health, Inc. agreement — This date marks a critical milestone for the BreastCheck technology and potential revenue generation for Odyssey Health.
- 2025-12-11: Common shares outstanding reported as 99,853,763 — Reflects recent share issuances for debt conversion, indicating ongoing capital structure adjustments and potential dilution.
Glossary
- Derivative Liability
- A financial instrument whose value is derived from an underlying asset, index, or rate. A liability indicates an obligation to pay. (A positive change in fair value of $422,419 for this liability significantly improved the net loss for the period.)
- Working Capital Deficit
- Occurs when a company's current liabilities exceed its current assets, indicating potential short-term liquidity problems. (Odyssey Health has a substantial working capital deficit of $7,155,188, highlighting its immediate financial challenges.)
- Accumulated Deficit
- The cumulative net losses of a company over its lifetime that have not been offset by net income. (The company's accumulated deficit of $63,229,284 underscores its history of unprofitability and raises going concern issues.)
- Going Concern
- An assumption that a company will continue to operate for the foreseeable future. If there is substantial doubt, it must be disclosed. (Odyssey Health explicitly states substantial doubt about its ability to continue as a going concern, a critical warning for investors.)
- Equity Line Draws
- A financing arrangement where a company can draw down funds up to a certain limit, often with specific terms and conditions. (The new agreement with NeuRX Health involves a royalty on equity line draws, making this a key mechanism for future revenue.)
Year-Over-Year Comparison
Odyssey Health has shown an improvement in its net loss for the three months ended October 31, 2025, reducing it to $483,447 from $1,018,906 in the same period last year. This was primarily driven by a significant decrease in general and administrative expenses and a positive change in the fair value of derivative liability. However, total assets have grown to $143,622, but current liabilities have also increased, widening the working capital deficit to $7,155,188, and the company continues to face substantial going concern risks.
Filing Stats: 4,604 words · 18 min read · ~15 pages · Grade level 14.4 · Accepted 2025-12-11 17:10:48
Key Financial Figures
- $0.001 — nge on which registered Common Stock ($0.001 par value) ODYY OTC Indicate by che
- $0.072 — 2,000,000 shares of our common stock at $0.072 per share. At October 31, 2025, we ha
- $300,000 — Accredited Investor Promissory Notes $300,000 Promissory Note On August 14, 2024, w
- $100,000 — accrued interest remained outstanding. $100,000 Promissory Note On October 3, 2025, w
- $50,000 — ed interest remained outstanding. 10 $50,000 Promissory Note On February 13, 2024,
- $0.10 — 1,000,000 shares of our common stock at $0.10 per share. If the market price of our c
Filing Documents
- odyssey_i10q-103125.htm (10-Q) — 421KB
- odyssey_ex3101.htm (EX-31.1) — 7KB
- odyssey_ex3102.htm (EX-31.2) — 7KB
- odyssey_ex3201.htm (EX-32.1) — 4KB
- odyssey_ex3202.htm (EX-32.2) — 3KB
- 0001683168-25-009080.txt ( ) — 3065KB
- odyy-20251031.xsd (EX-101.SCH) — 26KB
- odyy-20251031_cal.xml (EX-101.CAL) — 32KB
- odyy-20251031_def.xml (EX-101.DEF) — 109KB
- odyy-20251031_lab.xml (EX-101.LAB) — 253KB
- odyy-20251031_pre.xml (EX-101.PRE) — 213KB
- odyssey_i10q-103125_htm.xml (XML) — 305KB
FINANCIAL INFORMATION
PART I. FINANCIAL INFORMATION Item 1
Financial Statements (Unaudited)
Financial Statements (Unaudited) 3 Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Operations 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
Management's Discussion and Analysis of Financial Condition and Results of Operations 15 Item 3
Quantitative and Qualitative Disclosures About Market Risk
Quantitative and Qualitative Disclosures About Market Risk 19 Item 4
Controls and Procedures
Controls and Procedures 19
OTHER INFORMATION
PART II. OTHER INFORMATION Item 1A
Risk Factors
Risk Factors 21 Item 2 Unregistered Sales of Equity Securities 21 Item 5 Other Information 21 Item 6 Exhibits 21
- FINANCIAL INFORMATION
PART I - FINANCIAL INFORMATION Item 1.
Financial Statements
Financial Statements Odyssey Health, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) October 31, July 31, 2025 2025 Assets Current assets: Cash $ 25,586 $ 19,084 Prepaid expenses and other current assets, net 118,036 30,639 Total current assets 143,622 49,723 Total assets $ 143,622 $ 49,723 Liabilities and Stockholders' Deficit Current liabilities: Accounts payable and accrued wages $ 1,688,642 $ 1,615,357 Accounts payable and accrued wages, officers 1,890,751 1,858,443 Accrued interest 395,775 421,440 Asset purchase liability 1,125,026 1,125,026 Convertible notes payable, officers and directors 100,000 100,000 Notes payable, net 394,222 299,488 Convertible notes payable, net 1,479,239 1,584,667 Derivative liability, at fair value 225,155 – Total current liabilities 7,298,810 7,004,421 Commitments and contingencies – – Stockholders' deficit: Preferred stock, $ 0.001 par value, 100,000,000 shares authorized, no shares issued or outstanding – – Common stock, $ 0.001 par value, 500,000,000 shares authorized, 99,853,763 and 96,709,763 shares issued and outstanding as of October 31, 2025 and July 31, 2025, respectively 99,854 96,710 Additional paid-in capital 55,974,242 55,694,429 Accumulated deficit ( 63,229,284 ) ( 62,745,837 ) Total stockholders' deficit ( 7,155,188 ) ( 6,954,698 ) Total liabilities and stockholders' deficit $ 143,622 $ 49,723 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Odyssey Health, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) For the Three Months Ended October 31, 2025 2024 General and administrative $ 303,190 $ 579,427 Loss from operations ( 303,190 ) ( 579,427 ) Loss from change in fair value of Oragenics, Inc. common stock – ( 370,698 ) Interest expense ( 95,336 ) ( 68,781 ) Financin