Odyssey Health Registers 18M Shares for Mast Hill Fund Resale, Eyes $25M Capital

TL;DR

**ODYY's S-1 for Mast Hill Fund's 18M share resale signals massive dilution risk, likely crushing the stock despite potential capital infusion.**

AI Summary

Odyssey Health, Inc. (ODYY) filed an S-1 on December 19, 2025, to register 18,000,000 shares of common stock for resale by Mast Hill Fund, L.P. These shares will be issued upon the conversion of a $2,262,000 Maintenance Agreement Convertible Promissory Note, a $500,000 Purchase Agreement Note, and the exercise of a warrant for 1,538,461 shares at $0.001 per share. The conversion price for the notes is 85% of the lowest volume weighted average price (VWAP) during the preceding 10 trading days. Odyssey Health will not receive proceeds from Mast Hill Fund's resale, but may receive up to $25,000,000 from the initial sale of common stock to Mast Hill Fund under the Purchase Agreement. The company, focused on medical products like CardioMap and Save A Life, also entered a Master Technology and Sub-license Agreement for BreastCheck in October 2025, anticipated to close in January 2026. As of December 17, 2025, ODYY had 99,853,763 shares outstanding, trading at $0.0296 per share on the OTCQB.

Why It Matters

This S-1 filing signals a significant potential for dilution for existing Odyssey Health (ODYY) investors, as 18,000,000 shares are being registered for resale by Mast Hill Fund, L.P. The conversion terms, tied to 85% of the lowest 10-day VWAP, could lead to substantial downward pressure on the stock price, especially given the current OTCQB trading price of $0.0296 per share. While the company could receive up to $25,000,000 in gross proceeds from Mast Hill Fund, this capital comes at the cost of potential dilution and increased selling pressure, impacting ODYY's ability to raise future equity. Competitors in the medical device and health technology space will be watching to see if ODYY can effectively leverage this financing to advance its CardioMap, Save A Life, and BreastCheck projects.

Risk Assessment

Risk Level: high — The S-1 explicitly states that the sale or issuance of common stock to Mast Hill Fund "may cause dilution" and that the sale of these shares "could cause the price of our common stock to fall." The conversion price for the promissory notes is set at 85% of the lowest volume weighted average price during the preceding 10 trading days, which is a highly dilutive structure, especially for a stock trading at $0.0296 per share as of December 17, 2025. The company also acknowledges it "may require additional financing to sustain our operations," indicating ongoing capital needs that could lead to further dilutive events.

Analyst Insight

Investors should exercise extreme caution and consider the high dilution risk associated with the 18,000,000 shares registered for resale by Mast Hill Fund. Given the current low stock price of $0.0296 and the dilutive conversion terms, existing shareholders may face significant value erosion. Potential investors should wait for clarity on the actual capital raised and the impact of the resales before considering any position.

Key Numbers

• 18,000,000 — Shares of Common Stock (Number of shares registered for resale by Mast Hill Fund, representing potential dilution.)
• $2,262,000 — Maintenance Agreement Convertible Promissory Note (Debt convertible into common stock by Mast Hill Fund.)
• $500,000 — Purchase Agreement Note (Initial tranche of debt convertible into common stock by Mast Hill Fund.)
• $25,000,000 — Maximum Potential Proceeds (Gross proceeds Odyssey Health may receive from initial sales to Mast Hill Fund, offsetting some dilution.)
• 85% — Conversion Price Discount (Discount to the lowest 10-day VWAP for note conversions, indicating significant potential dilution.)
• 99,853,763 — Shares Outstanding (Common stock outstanding as of December 17, 2025, before the offering.)
• 117,853,763 — Shares Outstanding After Offering (Assumed shares outstanding after all registered shares are issued to Mast Hill Fund.)
• $0.0296 — Share Price (Last reported sale price on OTCQB as of December 17, 2025, highlighting the low valuation.)
• 1,538,461 — Warrant Shares (Shares underlying the warrant issued to Mast Hill Fund at $0.001 per share.)
• October 2025 — BreastCheck Agreement Date (Date of Master Technology and Sub-license Agreement for BreastCheck, indicating business development.)

Key Players & Entities

• Odyssey Health, Inc. (company) — Registrant and issuer of securities
• Mast Hill Fund, L.P. (company) — Selling stockholder and investor in promissory notes and warrants
• Joseph Michael Redmond (person) — President and Chief Executive Officer of Odyssey Health, Inc.
• Joshua D. Brinen (person) — Legal counsel from Brinen & Associates, LLC
• Securities and Exchange Commission (regulator) — Regulatory body for S-1 filing
• $2,262,000 (dollar_amount) — Principal amount of Maintenance Agreement Convertible Promissory Note
• $500,000 (dollar_amount) — Principal amount of Purchase Agreement Note (first tranche)
• $25,000,000 (dollar_amount) — Maximum gross proceeds Odyssey Health may receive from Mast Hill Fund
• $0.0296 (dollar_amount) — Last reported sale price per share of common stock on December 17, 2025
• NeuRX Health, Inc. (company) — Partner for Master Technology and Sub-license Agreement for BreastCheck

FAQ

Risk Factors

• Dilution from Mast Hill Fund Offering [high — financial]: The resale of 18,000,000 shares by Mast Hill Fund, acquired through convertible notes and warrants, poses significant dilution risk. The conversion price of 85% of the lowest 10-day VWAP for notes and the low exercise price of $0.001 for the warrant suggest potential for substantial share issuance at prices significantly below current market value, which could depress the stock price.
• Reliance on Future Financing [high — financial]: The company has entered into a Purchase Agreement with Mast Hill Fund for up to $25,000,000 in common stock sales. This indicates a reliance on external financing, and the terms of these sales (85% of lowest 10-day VWAP) suggest the company may be forced to issue stock at depressed prices to raise capital, further exacerbating dilution.
• Dependence on Product Development and Commercialization [medium — operational]: Odyssey Health's business relies on the successful development and commercialization of products like CardioMap, Save A Life, and the recently licensed BreastCheck technology. Delays or failures in these areas, particularly the anticipated January 2026 closing of the BreastCheck agreement, could materially impact future revenue and growth prospects.
• Low Stock Valuation and OTCQB Listing [medium — market]: The company's common stock is trading on the OTCQB at $0.0296 per share as of December 17, 2025. This low valuation reflects market concerns about the company's financial health and prospects, and trading on an over-the-counter market generally involves lower liquidity and higher volatility compared to major exchanges.
• Convertible Debt and Warrant Overhang [high — financial]: The S-1 filing reveals a significant overhang of shares issuable upon conversion of convertible notes ($2,262,000 Maintenance Note, $500,000 Purchase Agreement Note) and exercise of warrants (1,538,461 shares). These instruments, along with other outstanding options and RSUs, represent a substantial potential increase in shares outstanding beyond the 99,853,763 currently reported.

Industry Context

Odyssey Health operates in the medical products sector, focusing on devices like CardioMap and Save A Life, and has expanded into diagnostics with the BreastCheck technology. This industry is characterized by long development cycles, significant regulatory hurdles (FDA approval), and intense competition from established players and innovative startups. Trends include the increasing adoption of point-of-care diagnostics and personalized medicine solutions.

Regulatory Implications

The company's products, particularly medical devices, are subject to stringent regulatory oversight by bodies like the FDA. Delays in obtaining or maintaining regulatory approvals can significantly impact market access and revenue generation. The S-1 filing itself is a regulatory requirement, and any misstatements or omissions could lead to SEC enforcement actions.

What Investors Should Do

1. Assess dilution impact
2. Evaluate product commercialization progress
3. Monitor financing activities
4. Consider OTCQB trading risks

Key Dates

• 2025-10-29: Annual Report on Form 10-K for the year ended July 31, 2025 filed — Provides historical financial performance and risk factors from the previous fiscal year.
• 2025-11-13: Maintenance Agreement and Purchase Agreement with Mast Hill Fund entered — Established the terms for convertible debt and potential stock sales, leading to the current S-1 filing and significant dilution concerns.
• 2025-12-11: Quarterly Report on Form 10-Q for the period ended October 31, 2025 filed — Provides updated financial information and risk factors for the most recent fiscal quarter.
• 2025-12-17: ODYY shares outstanding reported as 99,853,763 — Establishes the baseline share count prior to the shares registered in the S-1 filing.
• 2025-12-19: S-1 filing for resale of 18,000,000 shares by Mast Hill Fund — Initiates the process for significant dilution through the resale of shares acquired via debt instruments and warrants.
• 2026-01: Anticipated closing of Master Technology and Sub-license Agreement for BreastCheck — Represents a key milestone for the commercialization of a new product line, potentially impacting future revenue.

Glossary

S-1 Filing

A registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies intending to offer securities to the public. It contains detailed information about the company's business, financial condition, and the securities being offered. (This filing details the proposed resale of shares by Mast Hill Fund and the associated risks, including dilution.)

Convertible Promissory Note

A debt instrument that can be converted into a predetermined amount of equity (common stock) under specific conditions. (Odyssey Health has issued convertible notes to Mast Hill Fund, which will be converted into shares, increasing the total number of outstanding shares.)

Warrant

A security that gives the holder the right, but not the obligation, to purchase a company's stock at a specified price (exercise price) within a certain timeframe. (Mast Hill Fund holds a warrant to purchase shares, which will further increase the potential share count upon exercise.)

VWAP (Volume Weighted Average Price)

The average price of a security traded over a specific period, weighted by the volume of trades at each price level. It is often used as a benchmark for trading execution. (The conversion price of the notes is tied to the VWAP, meaning the conversion price will be 85% of the lowest VWAP over the preceding 10 trading days, indicating a potentially deep discount.)

Dilution

The reduction in the ownership percentage of a company's shares when new shares are issued. This can occur through stock options, convertible securities, or secondary offerings. (The resale of 18,000,000 shares by Mast Hill Fund, along with potential conversions and exercises, will significantly dilute existing shareholders' ownership.)

OTCQB

A tier of the OTC Markets Group, which provides a trading platform for early-stage and development stage companies. It is a quotation service rather than an exchange. (Odyssey Health's stock is currently traded on the OTCQB, which typically implies lower liquidity and higher risk compared to major stock exchanges.)

Prospectus

A legal document required by securities regulators that provides detailed information about an investment offering for potential investors. (The S-1 filing serves as a prospectus, outlining the risks and details of the shares being registered for resale.)

Year-Over-Year Comparison

This S-1 filing follows the company's Form 10-Q for the period ended October 31, 2025, filed on December 11, 2025. While the 10-Q would provide recent financial performance, this S-1 focuses on the implications of the Mast Hill Fund agreements. Key differences include the explicit registration of 18,000,000 shares for resale, highlighting a significant potential increase in outstanding shares and associated dilution, which is a primary concern not as prominently featured in the quarterly report.

Key Financial Figures

• $25,000,000 — we may receive gross proceeds of up to $25,000,000 from the initial sale of our common sto
• $0.0296 — price per share of our common stock was $0.0296 per share. You should read this prospe
• $2,262,000 M — ling Stockholder upon the conversion of $2,262,000 Maintenance Agreement Convertible Promiss
• $500,000 — Stockholder upon the conversion of the $500,000 Purchase Agreement Note and accrued int
• $0.001 — the Warrant issued to Mast Hill Fund at $0.001 per share. The Warrant is immediately e
• $0.065 — at a weighted average exercise price of $0.065 per share; 24,113,735 shares of commo
• $0.22 — th a weighted average exercise price of $0.22 per share; and 8,000,000 shares of co
• $2,262,000 — o Mast Hill Fund a Maintenance Note for $2,262,000. The Note plus any accrued but unpaid i
• $450,000 — principal amount and purchase price of $450,000. In conjunction with this tranche, the

Filing Documents

• odyssey_s1.htm (S-1) — 308KB
• odyssey_ex2301.htm (EX-23.1) — 4KB
• odyssey_ex2302.htm (EX-23.2) — 8KB
• odyssey_ex107.htm (EX-FILING FEES) — 13KB
• odysseyheader.jpg (GRAPHIC) — 9KB
• image_002.jpg (GRAPHIC) — 2KB
• image_003.jpg (GRAPHIC) — 7KB
• 0001683168-25-009284.txt ( ) — 688KB
• odyy-20251219.xsd (EX-101.SCH) — 3KB
• odyy-20251219_lab.xml (EX-101.LAB) — 34KB
• odyy-20251219_pre.xml (EX-101.PRE) — 22KB
• odyssey_s1_htm.xml (XML) — 3KB
• odyssey_ex107_htm.xml (XML) — 5KB

USE OF PROCEEDS

USE OF PROCEEDS 5 MARKET FOR COMMON STOCK AND DIVIDEND POLICY 5 MANAGEMENT 6 THE MAST HILL FUND TRANSACTION 12 SELLING STOCKHOLDERS 15 PLAN OF DISTRIBUTION 16

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 18 LEGAL MATTERS 20 EXPERTS 20 WHERE YOU CAN FIND MORE INFORMATION 21 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES 21 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 22 We incorporate by reference important information into this prospectus. You may obtain the information incorporated by reference without charge by following the instructions under the section of this prospectus entitled " Where You Can Find More Information ." You should carefully read this prospectus as well as additional information described under the section of this prospectus entitled " Incorporation of Certain Information by Reference ," before deciding to invest in our common shares. Unless the context otherwise requires, the terms Odyssey," "we," "us" and "our" in this prospectus refer to Odyssey Health Inc., and "this offering" refers to the offering contemplated in this prospectus. Neither we nor the selling stockholder has authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under the circumstances and in the jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. We are not, and the selling stockholder is not, making an offer of these securities in any jurisdiction where such offer is not permitted. i SPECIAL NOTE REGARDING FORWARD-LOOKING STAT

Forward-looking statements can generally be identified

Forward-looking statements can generally be identified by the use of forward-looking terms such as "believe," "hope," "expect," "may," "will," "should," "could," "would," "seek," "intend," "plan," "estimate," "anticipate" and "continue," or other comparable terms (including their use in the negative), or by discussions of future matters. All statements other than statements of historical facts included in this prospectus and the documents incorporated by reference herein are forward-looking statements. These statements include but are not limited to statements under the captions " Prospectus Summary — The Company ," " Risk Factors ," " Use of Proceeds " and " The Mast Hill Fund Transaction " and in other sections included in this prospectus or incorporated by reference from our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as applicable, as well as our other filings with the Securities and Exchange commission (the "SEC"). You should be aware that the occurrence of any of the events discussed under the heading " Risk Factors " in this prospectus and any documents incorporated by reference herein could substantially harm our business, operating results and financial condition and that if any of these events occurs, it could adversely affect the value of an investment in our securities. The cautionary statements made in this prospectus are intended to be applicable to all related forward-looking statements wherever they may appear in this prospectus or any documents incorporated by reference herein. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except as required by law, we assume no obligation to update our forward-looking statements, even if new information becomes available in the future. ii PROSPECTUS SUMMARY This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. Because it is only a summary, it does not contai

Use of proceeds

Use of proceeds We will not receive any proceeds from the sale of shares of common stock offered hereunder by the Selling Stockholders.

Risk factors

Risk factors Investing in our securities involves a high degree of risk. See " Risk Factors " beginning on page 3 and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock. OTCQB Trading Symbol "ODYY" The number of shares of common stock to be outstanding after this offering is based on 99,853,763 shares of common stock outstanding, excludes the following as of December 11, 2025: 14,850,000 shares of common stock issuable upon exercise of outstanding stock options; 31,865,119 shares issuable upon conversion of convertible notes plus accrued interest to date convertible at a weighted average exercise price of $0.065 per share; 24,113,735 shares of common stock issuable upon exercise of outstanding warrants, with a weighted average exercise price of $0.22 per share; and 8,000,000 shares of common stock underlying restricted stock units granted to our directors, officers and consultants, for which shares of our common stock are issuable upon the passage of time or the occurrence of certain events as set forth in the respective award agreements; 2

RISK FACTORS

RISK FACTORS Before you make a decision to invest in our securities, you should consider carefully the risks described below, together with other information in this prospectus and the information incorporated by reference herein, including those risks identified under "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended July 31, 2025 filed on October 29, 2025, and our Quarterly Report on Form 10-Q for the period ended October 31, 2025, as filed with the SEC on December 11, 2025, which are incorporated by reference in this prospectus and which may be amended, supplemented or superseded by other reports that we subsequently file with the SEC. If any of the following events actually occur, our business, operating results, prospects or financial condition could be materially and adversely affected. This could cause the trading price of our common stock to decline and you may lose all or part of your investment. The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also significantly impair our business operations and could result in a complete loss of your investment. Please also read carefully the section entitled " Special Note Regarding Forward-Looking Statements ." Risks Related to This Offering The sale or issuance of our common stock to Mast Hill Fund may cause dilution and the sale of the shares of common stock acquired by Mast Hill Fund, or the perception that such sales may occur, could cause the price of our common stock to fall. On November 13, 2025, we entered into a Maintenance Agreement with Mast Hill Fund in which we issued to Mast Hill Fund a Maintenance Note for $2,262,000. The Note plus any accrued but unpaid interest is convertible at any time by Mast Hill Fund into shares of the Company's common stock at a price equal to 85% of the lowest volume weighted average price during the preceding 10 trading days. In addition, on Nove

USE OF PROCEEDS

USE OF PROCEEDS We will not receive any proceeds from the resale of shares of common stock offered hereunder by the Selling Stockholders. We will incur all costs associated with this prospectus and the registration statement of which it is a part. See " Plan of Distribution " elsewhere in this prospectus for more information. MARKET FOR COMMON STOCK AND DIVIDEND POLICY Our common stock is traded on the OTCQB Market under the symbol "ODYY." The last reported sale price of our common stock on December 17, 2025 on the OTCQB Market was $0.0296 per share. As of December 17, 2025, there were 532 registered holders of record of our common stock. We cannot provide any assurance that we will declare or pay cash dividends on our common stock. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant. 5 MANAGEMENT Executive Officers and Directors The following table sets forth information about our executive officers and directors as of the date of this filing: Name Age Position with Odyssey Officer or Director Since (4) Joseph Michael Redmond 65 Director, President and Chief Executive Officer 2017 Christine M. Farrell 65 Chief Financial Officer and Secretary 2019 Jerome H. Casey 66 Director (1)(2)(3) 2019 Ricky W. Richardson 63 Director (1)(2)(3) 2021 (1) Member of the Compensation Committee (2) Member of the Corporate Governance and Nominating Committee (3) Member of the Audit Committee (4) Members

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View this S-1 filing on SEC EDGAR