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: July 11, 2025
(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, |
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 July 11, 2025, the Company entered into Amendment No. 5 to the Promissory Note issued on December 13, 2022, with Mast Hill Fund, L.P. Pursuant to the Amendment No. 5, the parties have agreed to extend the maturity date of the note to October 10, 2025. All other terms and conditions remain the same.
Amendment No. 5 to the Promissory Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Number | Exhibit |
| 10.1 | Amendment No. 5 to the Promissory Note with Mast Hill, L.P. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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: July 11, 2025 | By: | /s/ Joseph Michael Redmond |
| Joseph Michael Redmond Chief Executive Officer | ||
| 3 |
Exhibit 10.1
AMENDMENT #5 TO THE PROMISSORY NOTE
ISSUED ON DECEMBER 13, 2022
THIS AMENDMENT #5 to the Note (as defined below) (the “Amendment”) is entered into as of July 11, 2025 (the “Effective Date”), and made effective as of the Effective Date, by and between ODYSSEY HEALTH, INC., a Nevada corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”).
BACKGROUND
| A. | The Company and Holder are the parties to that certain promissory note originally issued by the Company to the Holder on December 13, 2022, in the original principal amount of $870,000.00 (as amended from time to time, the “Note”); and |
| B. | The Parties entered into that certain pledge agreement on December 28, 2023 (the “Pledge Agreement”); and |
| C. | The Parties desire to amend the Note as set forth expressly below. |
NOW THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. The Maturity Date (as defined in the Note) of the Note shall be extended to October 10, 2025.
2. This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Note. Except as specifically modified hereby, all of the provisions of the Note, which are not in conflict with the terms of this Amendment, shall remain in full force and effect.
3. This Amendment may be executed in two or more counterparts, each of which when so executed and delivered to the other party shall be deemed an original. The executed page(s) from each original may be joined together and attached to one such original and shall thereupon constitute one and the same instrument. Such counterparts may be delivered by facsimile or other electronic transmission, which shall not impair the validity thereof.
[Signature page to follow]
| 1 |
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first above written.
| ODYSSEY HEALTH, INC. | MAST HILL FUND, L.P. | |
| By: /s/ Joseph Redmond Name: Joseph Redmond Title: Chief Executive Officer |
By: /s/ Patrick Hassani Name: Patrick Hassani Title: Chief Investment Officer | |
| 2 |