ODYY — what changed in the latest 10-K

Text added vs the prior filing · source: 10-K · 2026-10-28

• Our corporate mission is to create or acquire distinct assets, intellectual property, and technologies with an emphasis on acquisition targets that have superior clinical utility and serve an unmet medical need. Our business model is to develop or acquire medical-related products, engage third parti…

• We intend to acquire other technologies and assets and plan to be a trans-disciplinary product development company involved in the discovery, development and commercialization of products and technologies that may be applied over various medical markets. We plan to license, improve and/or develop ou…

• We are not currently selling or marketing any products, as our products need development, and FDA clearance or approval to market our products will be required to sell in the United States. In addition, we would require additional European Union or country specific clearance or approvals to sell int…

Text removed vs the prior filing · source: 10-K · 2025-10-29

• Odyssey Health, Inc. and its subsidiaries, Odyssey Medical Devices, Inc. and Odyssey Group International Australia, Pty Ltd., is a publicly held company focused on acquiring and developing medical products. We are developing technologies that have a technological advantage, superior clinical utility…

• Our business model is to develop or acquire medical-related products, engage third parties to develop and manufacture such products and then distribute the products through various distribution channels, including third parties. We have two different technologies in research and development stage; t…

• To date, none of our product candidates has received regulatory clearance or approval for commercial sale.

• We intend to acquire other technologies and assets and plan to be a trans-disciplinary product development company involved in the development and commercialization of products and technologies that may be applied over various medical markets.

• We intend to license, improve and/or develop our products and identify and select distribution channels. We plan to establish agreements with distributors to get products to market quickly as well as to undertake and engage in our own direct marketing efforts. We will determine the most effective me…

Text added vs the prior filing · source: 10-K · 2026-10-28

• We have substantial convertible note obligations maturing on January 31, 2027 that we do not have the funds to repay, and the waivers we have received from our principal noteholder are limited.

• As of July 31, 2026, we had $4,876,282 in aggregate principal amount of convertible notes outstanding, plus accrued interest, of which $3,835,282 was owed to Mast Hill Fund, L.P. (“Mast Hill”). Our note issued to Mast Hill in August 2025 matured on August 27, 2026 and was not repaid. In addition, we…

• On October 23, 2026, we entered into a Global Amendment with Mast Hill (the “Global Amendment”) covering all four of our promissory notes held by Mast Hill, including each tranche funded under the Master Note. Under the Global Amendment, (i) the maturity date of each of the notes was extended to Jan…

• The waivers are limited to the events of default described above. They do not apply to any other event of default under the notes, to any payment default occurring after October 23, 2026, including a failure to repay the notes at their extended maturity date, or to any failure to maintain the Reserv…

• Upon an event of default that is not waived, our noteholders may declare all amounts immediately due and payable, apply default interest and increased default amounts (which, under certain of the Mast Hill notes, include a default amount equal to 150% of outstanding principal and accrued interest an…

Text removed vs the prior filing · source: 10-K · 2025-10-29

• · obtain proper regulatory clearances domestically and abroad;

• · attract, integrate, retain and motivate qualified management and sales personnel;

• We, as well as our directors and officers, may be subject to claims or lawsuits. These lawsuits may result in significant legal fees and expenses and could divert management’s time and other resources. If the claims contained in these lawsuits are successfully asserted against us, we could be liable…

• Additionally, our commercial success will also depend, in part, on not infringing on the patents or proprietary rights of others. There can be no assurance that the technologies and products used or developed by us will not infringe such rights. If such infringement occurs and we are not able to obt…

• An adverse outcome in any such litigation or proceeding could subject us to significant liabilities, require us to cease using the subject technology or require us to license the subject technology from the third party, all of which could have a material adverse effect on our business.

Text added vs the prior filing · source: 10-K · 2026-10-28

• · the substantial doubt about our ability to continue as a going concern;

• · If we are unsuccessful in raising additional financing, we may need to curtail, discontinue, or cease operations;

• · a substantial portion of our indebtedness is scheduled to mature in the near term, and we lack sufficient funds to satisfy these obligations;

• · the restructuring of our indebtedness or seeking relief under the U.S. Bankruptcy Code, either of which could result in substantial dilution to our existing stockholder’s or the loss of their entire investment;

• On October 3, 2025, we entered into a $100,000 promissory note with an effective date of October 1, 2025, with Peter D’Arruda, a non-affiliated accredited investor. The $100,000 was received October 3, 2025. The note has a one-year maturity, becoming due on September 30, 2026, and bears interest at …

Text removed vs the prior filing · source: 10-K · 2025-10-29

• · the scope, progress, results and costs of our clinical trials for our drug candidates and medical devices;

• · our ability to successfully integrate our acquired products and technologies into our business, including the possibility that we will not fully realize the expected benefits of the transactions will not be fully realized by us or may take longer to realize than expected;

• · our ability to obtain, maintain and successfully enforce adequate patent and other intellectual property or regulatory exclusivity protection of our product candidates and the ability to operate our business without infringing on the intellectual property rights of others;

• · the emergence of competing technologies and other adverse market developments;

• On August 14, 2024, we entered into a $300,000 promissory note (the “Note”) with an accredited investor. The $300,000 was received on August 22, 2024. The Note has a one-year maturity, becoming due on August 22, 2025, and bears interest at the rate of 18% per annum. In addition, we issued the invest…