Odyssey Health Files 8-K: Material Agreement, Equity Sales

TL;DR

Odyssey Health (ODYS) filed an 8-K for a material agreement and equity sales. Watch for updates.

AI Summary

Odyssey Health, Inc. announced on August 27, 2025, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Odyssey Health, Inc. is incorporated in Nevada and its principal executive offices are located in Las Vegas.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and regulatory risks.

Key Numbers

• 000-56196 — SEC File Number (Identifies the company's filing with the SEC.)
• 47-1022125 — IRS Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• Odyssey Health, Inc. (company) — Registrant
• Nevada (jurisdiction) — State of incorporation
• Las Vegas, NV (location) — Principal executive offices
• August 27, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — nge on Which Registered Common Stock ($0.001 par value) ODYY OTC Indicate by che
• $220,000 — ant to the SPA, we sold Mast Hill (i) a $220,000 face value, one-year, 10% per annum Pro
• $0.10 — 1,000,000 shares of our common stock at $0.10 per share. If the market price of our c
• $22,000 — Net proceeds after original discount of $22,000, fees and expenses, was $173,000. Any
• $173,000 — ount of $22,000, fees and expenses, was $173,000. Any principal or interest on this Not

Filing Documents

• odyssey_8k.htm (8-K) — 26KB
• odyssey_ex1001.htm (EX-10.1) — 166KB
• odyssey_ex1002.htm (EX-10.2) — 142KB
• odyssey_ex1003.htm (EX-10.3) — 75KB
• 0001683168-25-006584.txt ( ) — 670KB
• odyy-20250827.xsd (EX-101.SCH) — 3KB
• odyy-20250827_lab.xml (EX-101.LAB) — 33KB
• odyy-20250827_pre.xml (EX-101.PRE) — 22KB
• odyssey_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On August 27, 2025, we entered into Securities Purchase Agreement (the "SPA") with Mast Hill Fund, L.P. ("Mast Hill"). Pursuant to the SPA, we sold Mast Hill (i) a $220,000 face value, one-year, 10% per annum Promissory Note (the "Note") convertible into shares of our common stock at 85% of the lowest volume-weighted average price of our common stock during the ten trading days immediately preceding the respective conversion date , and (ii) a five-year warrant that is immediately exercisable entitling Mast Hill to acquire 1,000,000 shares of our common stock at $0.10 per share. If the market price of our common stock is greater than the exercise price, then Mast Hill may elect to receive warrant shares pursuant to a cashless exercise. Net proceeds after original discount of $22,000, fees and expenses, was $173,000. Any principal or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) 16% per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid. The foregoing descriptions of the Mast Hill Securities Purchase Agreement, Promissory Note and Warrant are qualified in their entirety by reference to the full text of the Mast Hill Securities Purchase Agreement, Promissory Note and Warrant, a copy of each of which is attached hereto as Exhibit 10.1, 10.2, and 10.3 respectively.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. See Item 1.01 for discussion of the Warrant for Common Stock issued to Mast Hill .

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Securities Purchase Agreement, dated August 27, 2025, by and between Odyssey Health, Inc. and Mast Hill Fund, L.P. 10.2 Promissory Note issued to Mast Hill Fund, L.P. on August 27, 2025 10.3 Warrant issued to Mast Hill Fund, L.P. on August 27, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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: August 29, 2025 By: /s/ Joseph Michael Redmond Name: Joseph Michael Redmond Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR