Odyssey Group International (ODYY) 10-Q 16 Dec 24 2025 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Oct. 31, 2024	Dec. 16, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Oct. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--07-31
Entity File Number	000-56196
Entity Registrant Name	Odyssey Health, Inc.
Entity Central Index Key	0001626644
Entity Tax Identification Number	47-1022125
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2300 West Sahara Avenue
Entity Address, Address Line Two	Suite 800 - #4012
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89102
City Area Code	702
Local Phone Number	780-6559
Title of 12(b) Security	Common Stock ($0.001 par value)
Trading Symbol	ODYY
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		96,709,763

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Current assets:
Cash	$ 53,865	$ 2,379
Research and development rebate due from the Australian government	0	22,625
Prepaid expenses and other current assets	128,675	31,939
Total current assets	182,540	56,943
Investment	158,505	529,203
Total assets	341,045	586,146
Current liabilities:
Accounts payable	1,457,739	1,275,996
Accrued wages	1,812,081	1,648,586
Accrued interest	272,033	223,754
Asset purchase liability	1,125,026	1,125,026
Notes payable, officers and directors	100,000	100,000
Notes payable, net of unamortized debt discount and closing costs of $31,676 and $38,134	1,852,991	1,546,533
Total current liabilities	6,619,870	5,919,895
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares issued or outstanding	0	0
Common stock, $0.001 par value, 500,000,000 shares authorized, 96,709,763 shares issued and outstanding	96,710	96,710
Additional paid-in-capital	55,646,517	55,572,687
Accumulated deficit	(62,022,052)	(61,003,146)
Total stockholders' deficit	(6,278,825)	(5,333,749)
Total liabilities and stockholders' deficit	$ 341,045	$ 586,146

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Statement of Financial Position [Abstract]
Notes payable, net of unamortized debt discount and closing costs	$ 31,676	$ 38,134
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	96,709,763	96,709,763
Common stock, shares outstanding	96,709,763	96,709,763

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Income Statement [Abstract]
Research and development	$ 0	$ 23,001
Stock-based compensation	60,487	322,798
General and administrative	519,841	501,440
Gain on sale of asset	0	(500,000)
Loss from operations	(580,328)	(347,239)
Unrealized loss on investment	(370,698)	0
Interest expense	(68,781)	(190,861)
Other income, net	901	65
Net loss	$ (1,018,906)	$ (538,035)
Basic net loss per share	$ (0.01)	$ (0.01)
Diluted net loss per share	$ (0.01)	$ (0.01)
Shares used for basic net loss per share	104,709,763	81,002,472
Shares used for diluted net loss per share	104,709,763	81,022,472

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Jul. 31, 2023	$ 79,068	$ 53,862,378	$ (60,097,375)	$ (6,155,929)
Beginning balance, shares at Jul. 31, 2023	79,067,879
Stock-based compensation		322,728		322,728
Warrants issued in debt financing		28,448		28,448
Return of shares	(100)	100
Net loss			(538,035)	(538,035)
Common stock issued in equity financings	$ 500	45,320		45,820
Common stock issued in equity financings, shares	500,000
Warrants exercised in connection with debt financing	$ 1,610	(1,610)
Common stock issued in debt financing	$ 656	78,039		78,695
Return of shares, shares	(100,000)
Common stock issued in debt financing, shares	655,792
Ending balance, value at Oct. 31, 2023	$ 81,734	54,335,403	(60,635,410)	(6,218,273)
Ending balance, shares at Oct. 31, 2023	81,734,061
Beginning balance, value at Jul. 31, 2024	$ 96,710	55,572,687	(61,003,146)	(5,333,749)
Beginning balance, shares at Jul. 31, 2024	96,709,763
Stock-based compensation		60,487		60,487
Warrants issued in debt financing		13,343		13,343
Net loss			(1,018,906)	(1,018,906)
Warrants exercised in connection with debt financing, shares	1,610,390
Ending balance, value at Oct. 31, 2024	$ 96,710	$ 55,646,517	$ (62,022,052)	$ (6,278,825)
Ending balance, shares at Oct. 31, 2024	96,709,763

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Cash flows from operating activities:
Net loss	$ (1,018,906)	$ (538,035)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Amortization	0	944
Stock-based compensation	60,487	322,728
Financing costs paid via issuance of common stock	0	1,750
Amortization of debt discount and closing costs	19,801	131,662
Allowance for research and development rebate due	22,625	0
Unrealized losses on investment	370,698	0
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses and other current assets	(96,736)	18,297
Increase in research and development rebate due	0	(14,470)
Increase in accounts payable	181,743	53,787
Increase (decrease) in accrued wages	163,495	(63,733)
Increase in accrued interest	48,279	27,164
Net cash used in operating activities	(248,514)	(59,907)
Cash flows from financing activities:
Proceeds from notes payable	300,000	350,000
Principal and interest payments made on notes payable	0	(174,896)
Proceeds from equity financing	0	45,820
Net cash provided by financing activities	300,000	220,924
Increase in cash and cash equivalents	51,486	161,017
Cash and cash equivalents:
Beginning of period	2,379	36,865
End of period	53,865	197,882
Supplemental disclosure of cash flow information:
Cash paid for interest	705	549
Supplemental disclosure of non-cash information:
Warrants issued in connection with debt financing	13,343	28,448
Return of shares	0	100
Shares issued for exercised warrant	0	1,610
Debt principal, interest and fees converted to common stock	$ 0	$ 76,945

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (1,018,906)	$ (538,035)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Oct. 31, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Basis of Presentation and Natur

Basis of Presentation and Nature of Operations	3 Months Ended
	Oct. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation and Nature of Operations	Note 1. Basis of Presentation and Nature of Operations Basis of Presentation The accompanying consolidated financial information of Odyssey Health, Inc. and our wholly-owned subsidiary Odyssey Group International Australia, Pty Ltd, (collectively, the “Company”) is unaudited and has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated. However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the consolidated financial position, results of operations and cash flows for the interim periods. The consolidated financial information as of July 31, 2024 is derived from our 2024 Annual Report on Form 10-K. The consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in our 2024 Annual Report on Form 10-K filed with the SEC on November 13, 2024. The consolidated results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. Significant Accounting Policies Our significant accounting policies have not changed during the three months ended October 31, 2024 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2024. Nature of Operations 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 parties to help develop, complete clinical trials and manufacture products according to FDA regulations. We have two different technologies; the CardioMap® heart monitoring and screening device and the Save a Life choking rescue device. 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 our products and identify and select distribution channels. We intend 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 method of distribution for each unique product that we include in our portfolio. We will engage third-party research and development firms who specialize in the creation of our products to assist us in the development of our own products and we will apply for trademarks and patents once we have developed proprietary products. We are not currently selling or marketing any products, as our products are in development and Food and Drug Administration (“FDA”) clearance or approval to market our products will be required to sell in the United States. In addition, it would require additional European union or country specific clearance or approvals to sell internationally. Going Concern We did not recognize any revenues for the year ended July 31, 2024, or the three months ended October 31, 2024, and we had an accumulated deficit of $ 62,022,052 53,865 The operating deficit and negative working capital at October 31, 2024 indicate substantial doubt about our ability to continue as a going concern. Our continued existence depends on the success of our efforts to raise additional capital necessary to meet our obligations as they come due and to obtain sufficient capital to execute our business plan. We may obtain capital primarily through issuances of debt or equity or entering into collaborative arrangements with corporate partners. There can be no assurance that we will be successful in completing additional financing or collaboration transactions or, if financing is available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we may be required to scale down or perhaps even cease operations. The issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments. Our financial statements do not include adjustments that might result from the outcome of this uncertainty. We are continually adjusting our business plan to reflect our current liquidity expectations. If we are unable to raise additional capital, secure additional debt financing, secure additional equity financing, secure a strategic partner, reduce our operating expenditures, or seek bankruptcy protection, we will adjust our business plan. Given our recurring losses, negative cash flow, and accumulated deficit, there is substantial doubt about our ability to continue as a going concern.

New Accounting Pronouncements

New Accounting Pronouncements	3 Months Ended
	Oct. 31, 2024
Accounting Changes and Error Corrections [Abstract]
New Accounting Pronouncements	Note 2. New Accounting Pronouncements ASU 2023-09 In December 2023, the FASB issued ASU 2023-09, Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. We are currently evaluating this ASU to determine its impact on our disclosures.

Investment

Investment	3 Months Ended
	Oct. 31, 2024
Investments, All Other Investments [Abstract]
Investment	Note 3. Investment Investment consists of 511,308 We also hold 7,488,692 See also Note 4.

Fair Value

Fair Value	3 Months Ended
	Oct. 31, 2024
Fair Value Disclosures [Abstract]
Fair Value	Note 4. Fair Value The fair value of financial assets and liabilities are determined utilizing a three-level framework as follows: Level 1 – Observable inputs, such as unadjusted quoted prices in active markets, for substantially identical assets and liabilities. Level 2 – Observable inputs other than quoted prices within Level 1 for similar assets and liabilities. These include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. If the asset or liability has a specified or contractual term, the input must be observable for substantially the full term of the asset or liability. Level 3 – Unobservable inputs that are supported by little or no market activity, generally requiring a significant amount of judgment by management. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Further, although we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. We did not have any transfers of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2, or Level 3 during the three months ended October 31, 2024, or the year ended July 31, 2024. The carrying values of cash, prepaid expenses and other current assets, accounts payable and accrued wages approximate their fair value due to their short maturities. No changes were made to our valuation techniques during the quarter ended October 31, 2024. Financial instruments that are carried at fair value consist of our common stock of Oragenics as follows: Schedule of financial instruments carried at fair value October 31, 2024 Level 1 Level 2 Level 3 Total Oragenics common stock $ 158,505 $ – $ – $ 158,505 July 31, 2024 Level 1 Level 2 Level 3 Total Oragenics common stock $ 529,203 $ – $ – $ 529,203 Valuation of Oragenics Common Stock Our 511,308 shares of Oragenics common stock were valued at $0.31 on October 31, 2024, as quoted on the NYSE American Stock Exchange. Contingent Liabilities At October 31, 2024 and July 31, 2024, 250,000 We also had contingent consideration at October 31, 2024 and July 31, 2024 related to milestones in our Asset Purchase Agreement with Prevacus, Inc. The fair value of the contingent consideration is reviewed quarterly and determined based on the current status of the project (Level 3). Based on these reviews, the fair value of the contingent consideration was determined to be zero at both periods as it is not yet probable that any of the milestones will be met. Fixed-Rate Debt We have fixed-rate debt that is reported on our consolidated balance sheets at carrying value less unamortized debt discount and closing costs. The fair value of our fixed-rate debt was calculated using a discounted cash flow methodology with estimated current interest rates based on similar risk profile and duration (Level 2). The carrying value, excluding unamortized debt discount and debt issuance costs, and the fair value of our fixed-rate long-term debt were as follows: Schedule of fair value of fixed-rate long-term debt October 31, 2024 July 31, 2024 Carrying value $ 1,952,991 $ 1,684,667 Fair value $ 1,952,991 $ 1,684,667

Debt

Debt	3 Months Ended
	Oct. 31, 2024
Debt Disclosure [Abstract]
Debt	Note 5. Debt LGH Investments, LLC On September 29, 2022, we entered into Amendment No. 3 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH Investments, LLC (“LGH”). Pursuant to Amendment No. 3, the maturity date of the note was extended to December 31, 2022 115,000 On November 10, 2022, LGH provided notice to convert $ 300,000 1,500,000 On December 29, 2022, we entered into Amendment No. 4 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH. Pursuant to the Amendment No. 4, the maturity date of the note was extended to March 31, 2023 35,000 50,000 On March 31, 2023, we entered into Amendment No. 5 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH. Pursuant to the Amendment No. 5, the maturity date of the note was extended to June 30, 2023 20,000 On July 6, 2023, we entered into Amendment No. 6 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH. Pursuant to the Amendment No. 6, the maturity date of the note was extended to December 31, 2023 25,000 On August 28, 2023, we paid LGH $ 30,000 50,000 On December 30, 2023, we entered into Amendment No. 7 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH. Pursuant to the Amendment, the maturity date of the note was extended to June 30, 2024 60,000 On June 30, 2024, we entered into Amendment No. 8 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH. Pursuant to the Amendment, the maturity date of the note was extended to December 31, 2024. As consideration the note conversion price was changed to $0.072 per common share. Following these amendments and payments, at October 31, 2024, there was $ 1,035,000 194,749 Accredited Investor Promissory Note 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 investor a warrant to purchase 300,000 shares of our common stock at $0.10 per share that expires August 14, 2029, with a fair value of $13,343. At October 31, 2024, $300,000 in principal and $11,539 in accrued interest remained outstanding. Accredited Investor Promissory Note Amendment On February 13, 2024, we entered into a six-month promissory note for $ 50,000 10 30,000 50,000 3,577 Mast Hill Fund L.P. On December 13, 2022, we entered into a Securities Purchase Agreement (the “SPA”) with Mast Hill Fund, L.P. Pursuant to the SPA, we sold Mast Hill (i) an $ 870,000 10 2,000,000 4,000,000 723,868 213,725 13,443 On June 13, 2023, we entered into Amendment No. 1 to the SPA dated December 13, 2022. Pursuant to the Amendment, we (i) increased the principal balance by $ 50,000 920,000 1,000,000 28,448 On March 13, 2024, we entered into Amendment No. 2 to the Securities Purchase Agreement dated December 13, 2022, with Mast Hill. Pursuant to the Amendment, the $ 200,000 December 13, 2024 Mast Hill converted the following amounts of principal, interest and fees to shares of our common stock: Schedule of principal, interest and fees to shares of common stock Date Principal Interest Fees Total Conversion price per share Number of shares of our common stock received June 15, 2023 $ – $ 40,250 $ 1,750 $ 42,000 $ 0.075 560,000 October 9, 2023 47,653 637 1,750 50,040 0.120 417,000 November 6, 2023 42,710 5,580 1,750 50,040 0.072 695,000 November 9, 2023 43,975 4,315 1,750 50,040 0.072 695,000 December 22, 2023 46,833 1,457 1,750 50,040 0.072 695,000 January 18, 2024 44,266 4,024 1,750 50,040 0.072 695,000 Total $ 225,437 $ 56,263 $ 10,500 $ 292,200 0.078 3,757,000 Payments made to Mast Hill were as follows: Schedule of payments made to mast hill Date Principal Interest Total September 13, 2023 $ 100,000 $ 26,382 $ 126,382 October 6, 2023 44,896 5,167 50,063 December 13, 2023 50,000 2,458 52,458 Total $ 194,896 $ 34,007 $ 228,903 On August 7, 2023, Mast Hill converted their outstanding warrant exercisable for 2,000,000 1,610,390 Due to the remaining 5,000,000 Mast Hill warrants containing a down-round provision, which was triggered prior to July 31, 2023, we issued an additional 12,444,445 63,455 On March 14, 2024, Mast Hill converted their outstanding warrant for 2,778,778 1,926,713 14,666,667 On October 29, 2024, we entered into Amendment No. 3 to the Securities Purchase Agreement dated December 13, 2022, with Mast Hill. Pursuant to the Amendment, the $ 200,000 June 13, 2025 1,000,000 1,154,545 154,545 Following these repayments and conversions, at October 31, 2024, there was $ 499,667 39,288 14,666,667 Directors and Officers Promissory Notes On December 21, 2021, and December 22, 2021, we entered into a total of five Promissory Notes (the “Promissory Notes”) with three of our directors and two officers. Mr. Joseph Michael Redmond, President and Chief Executive Officer, Ms. Christine M. Farrell, Chief Financial Officer, Mr. Jerome H. Casey, Director, Mr. John P. Gandolfo, Director, and Mr. Ricky W. Richardson, Director, each loaned us $ 25,000 125,000 8 On October 19, 2023, John Gandolfo, former director, exercised his option to convert his convertible note of $ 25,000 3,655 238,792 On November 1, 2023, we entered into four Promissory Note Amendments (the “Amendments”) to the Promissory Notes entered into December 21, 2021, and December 22, 2021 with two directors and two officers to extend the maturity date of the Promissory Notes to January 31, 2024. All other terms and conditions remained the same. On July 31, 2024, we entered into four Promissory Note Amendments (the “Amendments”) to the Promissory Notes entered into December 21, 2021, and December 22, 2021 with two directors and two officers to extend the maturity date of the Promissory Notes to January 31, 2025 At October 31, 2024, we had $ 100,000 22,879 Notes Payable The following notes payable were outstanding: Schedule of notes payable outstanding October 31, 2024 July 31, 2024 Convertible note issued to LGH due December 31, 2024, with a set interest amount of $84,000 through July 7, 2023, then an interest rate of 8.0% per annum of outstanding principal and convertible at $0.072 per share $ 1,035,000 $ 1,035,000 Promissory notes issued to officers and directors due December 31, 2024, with an interest rate of 8.0% per annum and convertible at $0.12 per share 100,000 100,000 Accredited investor promissory note due February 13, 2025, with an interest rate of 10% per annum and convertible into 30,000 shares of Oragenics common stock held by us. 50,000 50,000 Mast Hill convertible promissory note due June 13, 2025, with an interest rate of 10% per annum and convertible at $0.072 per share 499,667 499,667 Accredited investor promissory note due August 22, 2025, with an interest rate of 18% per annum 300,000 – 1,984,667 1,684,667 Unamortized debt discount and closing costs (31,676 ) (38,134 ) $ 1,952,991 $ 1,646,533

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Oct. 31, 2024
Equity [Abstract]
Stock-Based Compensation	Note 6. Stock-Based Compensation 2021 Omnibus Stock Incentive Plan At October 31, 2024, 17,625,000 Stock Options and Restricted Stock Units There was no Warrants The fair value of warrants are estimated at the agreement date using the Black-Scholes option-pricing model. The determination of fair value using the Black-Scholes pricing model is affected by our stock price, as well as by assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk free interest rate, and term of the agreement. We estimate volatility based on historical volatility of our common stock over the term of the debt. We record the fair value as a discount to debt and amortize it over the term of the agreement. All warrants are deemed to be equity classified warrants in accordance with ASC 470. Warrant activity during the first quarter of 2025 was as follows: Schedule of warrants activity Number of Warrants Weighted Average Exercise Price Warrants outstanding at July 31, 2024 21,725,274 $ 0.27 Warrants issued 300,000 0.10 Warrants expired (550,000 ) 0.50 Warrants outstanding at October 31, 2024 21,475,274 $ 0.25 Unrecognized Stock-Based Compensation Costs At October 31, 2024, we had unrecognized stock-based compensation of $ 137,662 0.5

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Oct. 31, 2024
Earnings Per Share [Abstract]
Net Loss Per Share	Note 7. Net Loss Per Share Basic and diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Potentially dilutive common stock and common stock equivalents, including stock options, RSUs and warrants are excluded as they would be antidilutive. The following anti-dilutive securities were excluded from the calculations of diluted net loss per share: Schedule of anti-dilutive securities Three Months Ended October 31, 2024 2023 Options to purchase common stock 18,470,000 11,295,000 Shares issuable upon conversion of convertible notes and related accrued interest 25,589,326 21,564,456 Warrants to purchase common stock 21,475,274 12,558,607 Unvested restricted stock units – 2,222,220 Total potentially dilutive securities 65,534,600 47,640,283

Related Party Transactions

Related Party Transactions	3 Months Ended
	Oct. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 8. Related Party Transactions Due to Officers The following amounts were due to officers for reimbursement of expenses and were included in accounts payable within the accompanying consolidated balance sheets: Schedule of related party payables October 31, 2024 July 31, 2024 Joseph M. Redmond, CEO $ 1,094 $ 12,313 Christine Farrell, CFO 2,246 2,836 $ 3,340 $ 15,149 The amount of unpaid salary and bonus due to our officers was included in accrued wages within the accompanying consolidated balance sheets and was as follows: Schedule of accrued wages October 31, 2024 July 31, 2024 Joseph M. Redmond, CEO $ 1,243,493 $ 1,138,400 Christine Farrell, CFO 428,694 370,309 $ 1,672,187 $ 1,508,710 See Note 7 for a discussion of $ 25,000

Subsequent Events

Subsequent Events	3 Months Ended
	Oct. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 9. Subsequent Events Management has performed a review of all events and transactions occurring after October 31, 2024 through the date the accompanying unaudited interim condensed consolidated financial statements were available to be issued for items that would require adjustment to or disclosure in the accompanying unaudited interim condensed consolidated financial statements, noting no such events or transactions.

Basis of Presentation and Nat_2

Basis of Presentation and Nature of Operations (Policies)	3 Months Ended
	Oct. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial information of Odyssey Health, Inc. and our wholly-owned subsidiary Odyssey Group International Australia, Pty Ltd, (collectively, the “Company”) is unaudited and has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated. However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the consolidated financial position, results of operations and cash flows for the interim periods. The consolidated financial information as of July 31, 2024 is derived from our 2024 Annual Report on Form 10-K. The consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in our 2024 Annual Report on Form 10-K filed with the SEC on November 13, 2024. The consolidated results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.
Significant Accounting Policies	Significant Accounting Policies Our significant accounting policies have not changed during the three months ended October 31, 2024 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2024.
Nature of Operations	Nature of Operations 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 parties to help develop, complete clinical trials and manufacture products according to FDA regulations. We have two different technologies; the CardioMap® heart monitoring and screening device and the Save a Life choking rescue device. 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 our products and identify and select distribution channels. We intend 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 method of distribution for each unique product that we include in our portfolio. We will engage third-party research and development firms who specialize in the creation of our products to assist us in the development of our own products and we will apply for trademarks and patents once we have developed proprietary products. We are not currently selling or marketing any products, as our products are in development and Food and Drug Administration (“FDA”) clearance or approval to market our products will be required to sell in the United States. In addition, it would require additional European union or country specific clearance or approvals to sell internationally.
Going Concern	Going Concern We did not recognize any revenues for the year ended July 31, 2024, or the three months ended October 31, 2024, and we had an accumulated deficit of $ 62,022,052 53,865 The operating deficit and negative working capital at October 31, 2024 indicate substantial doubt about our ability to continue as a going concern. Our continued existence depends on the success of our efforts to raise additional capital necessary to meet our obligations as they come due and to obtain sufficient capital to execute our business plan. We may obtain capital primarily through issuances of debt or equity or entering into collaborative arrangements with corporate partners. There can be no assurance that we will be successful in completing additional financing or collaboration transactions or, if financing is available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we may be required to scale down or perhaps even cease operations. The issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments. Our financial statements do not include adjustments that might result from the outcome of this uncertainty. We are continually adjusting our business plan to reflect our current liquidity expectations. If we are unable to raise additional capital, secure additional debt financing, secure additional equity financing, secure a strategic partner, reduce our operating expenditures, or seek bankruptcy protection, we will adjust our business plan. Given our recurring losses, negative cash flow, and accumulated deficit, there is substantial doubt about our ability to continue as a going concern.

Fair Value (Tables)

Fair Value (Tables)	3 Months Ended
	Oct. 31, 2024
Fair Value Disclosures [Abstract]
Schedule of financial instruments carried at fair value	Schedule of financial instruments carried at fair value October 31, 2024 Level 1 Level 2 Level 3 Total Oragenics common stock $ 158,505 $ – $ – $ 158,505 July 31, 2024 Level 1 Level 2 Level 3 Total Oragenics common stock $ 529,203 $ – $ – $ 529,203
Schedule of fair value of fixed-rate long-term debt	Schedule of fair value of fixed-rate long-term debt October 31, 2024 July 31, 2024 Carrying value $ 1,952,991 $ 1,684,667 Fair value $ 1,952,991 $ 1,684,667

Debt (Tables)

Debt (Tables)	3 Months Ended
	Oct. 31, 2024
Debt Disclosure [Abstract]
Schedule of principal, interest and fees to shares of common stock	Schedule of principal, interest and fees to shares of common stock Date Principal Interest Fees Total Conversion price per share Number of shares of our common stock received June 15, 2023 $ – $ 40,250 $ 1,750 $ 42,000 $ 0.075 560,000 October 9, 2023 47,653 637 1,750 50,040 0.120 417,000 November 6, 2023 42,710 5,580 1,750 50,040 0.072 695,000 November 9, 2023 43,975 4,315 1,750 50,040 0.072 695,000 December 22, 2023 46,833 1,457 1,750 50,040 0.072 695,000 January 18, 2024 44,266 4,024 1,750 50,040 0.072 695,000 Total $ 225,437 $ 56,263 $ 10,500 $ 292,200 0.078 3,757,000
Schedule of payments made to mast hill	Schedule of payments made to mast hill Date Principal Interest Total September 13, 2023 $ 100,000 $ 26,382 $ 126,382 October 6, 2023 44,896 5,167 50,063 December 13, 2023 50,000 2,458 52,458 Total $ 194,896 $ 34,007 $ 228,903
Schedule of notes payable outstanding	Schedule of notes payable outstanding October 31, 2024 July 31, 2024 Convertible note issued to LGH due December 31, 2024, with a set interest amount of $84,000 through July 7, 2023, then an interest rate of 8.0% per annum of outstanding principal and convertible at $0.072 per share $ 1,035,000 $ 1,035,000 Promissory notes issued to officers and directors due December 31, 2024, with an interest rate of 8.0% per annum and convertible at $0.12 per share 100,000 100,000 Accredited investor promissory note due February 13, 2025, with an interest rate of 10% per annum and convertible into 30,000 shares of Oragenics common stock held by us. 50,000 50,000 Mast Hill convertible promissory note due June 13, 2025, with an interest rate of 10% per annum and convertible at $0.072 per share 499,667 499,667 Accredited investor promissory note due August 22, 2025, with an interest rate of 18% per annum 300,000 – 1,984,667 1,684,667 Unamortized debt discount and closing costs (31,676 ) (38,134 ) $ 1,952,991 $ 1,646,533

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Oct. 31, 2024
Equity [Abstract]
Schedule of warrants activity	Schedule of warrants activity Number of Warrants Weighted Average Exercise Price Warrants outstanding at July 31, 2024 21,725,274 $ 0.27 Warrants issued 300,000 0.10 Warrants expired (550,000 ) 0.50 Warrants outstanding at October 31, 2024 21,475,274 $ 0.25

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Oct. 31, 2024
Earnings Per Share [Abstract]
Schedule of anti-dilutive securities	Schedule of anti-dilutive securities Three Months Ended October 31, 2024 2023 Options to purchase common stock 18,470,000 11,295,000 Shares issuable upon conversion of convertible notes and related accrued interest 25,589,326 21,564,456 Warrants to purchase common stock 21,475,274 12,558,607 Unvested restricted stock units – 2,222,220 Total potentially dilutive securities 65,534,600 47,640,283

Related Party Transactions (Tab

Related Party Transactions (Tables)	3 Months Ended
	Oct. 31, 2024
Related Party Transactions [Abstract]
Schedule of related party payables	Schedule of related party payables October 31, 2024 July 31, 2024 Joseph M. Redmond, CEO $ 1,094 $ 12,313 Christine Farrell, CFO 2,246 2,836 $ 3,340 $ 15,149
Schedule of accrued wages	Schedule of accrued wages October 31, 2024 July 31, 2024 Joseph M. Redmond, CEO $ 1,243,493 $ 1,138,400 Christine Farrell, CFO 428,694 370,309 $ 1,672,187 $ 1,508,710

Basis of Presentation and Nat_3

Basis of Presentation and Nature of Operations (Details Narrative) - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 62,022,052	$ 61,003,146
Cash	$ 53,865

Investment (Details Narrative)

Investment (Details Narrative) - Oragenics [Member]	Oct. 31, 2024 shares
Investment shares	511,308
Oragenics Convertible Series F Preferred Stock [Member]
Investment shares	7,488,692

Fair Value (Details - Financial

Fair Value (Details - Financial instruments carried at fair value) - Oragenics Common Stock [Member] - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity method investment	$ 158,505	$ 529,203
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity method investment	158,505	529,203
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity method investment	0	0
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity method investment	$ 0	$ 0

Fair Value (Details - Fixed-ra

Fair Value (Details - Fixed-rate debt) - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Fair Value Disclosures [Abstract]
Carrying value	$ 1,952,991	$ 1,684,667
Fair value	$ 1,952,991	$ 1,684,667

Fair Value (Details Narrative)

Fair Value (Details Narrative) - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Intellectual Property Related To Medical Device [Member]
Research and Development Asset Acquired in Transaction Other than Business Combination or Joint Venture Formation [Line Items]
Contingent consideration	$ 250,000	$ 250,000

Debt (Details - Mast Hill)

Debt (Details - Mast Hill) - Mast Hill Fund LP [Member] - Common Stock [Member] - USD ($)							3 Months Ended
	Jan. 18, 2024	Dec. 22, 2023	Nov. 09, 2023	Nov. 06, 2023	Oct. 09, 2023	Jun. 15, 2023	Oct. 31, 2024
Principal	$ 44,266	$ 46,833	$ 43,975	$ 42,710	$ 47,653	$ 0	$ 225,437
Interest	4,024	1,457	4,315	5,580	637	40,250	56,263
Fees	1,750	1,750	1,750	1,750	1,750	1,750	10,500
Total	$ 50,040	$ 50,040	$ 50,040	$ 50,040	$ 50,040	$ 42,000	$ 292,200
Conversion price per share	$ 0.072	$ 0.072	$ 0.072	$ 0.072	$ 0.120	$ 0.075	$ 0.078
Number of shares of our common stock received	695,000	695,000	695,000	695,000	417,000	560,000	3,757,000

Debt (Details - Debt payment ma

Debt (Details - Debt payment made to Mast Hill) - Mast Hill Fund LP [Member] - USD ($)				3 Months Ended
	Dec. 13, 2023	Oct. 06, 2023	Sep. 13, 2023	Oct. 31, 2024
Principal	$ 50,000	$ 44,896	$ 100,000	$ 194,896
Interest	2,458	5,167	26,382	34,007
Total	$ 52,458	$ 50,063	$ 126,382	$ 228,903

Debt (Details - Notes payable o

Debt (Details - Notes payable outstanding) - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Debt Instrument [Line Items]
Notes payable	$ 1,984,667	$ 1,684,667
Unamortized debt discount and closing costs	(31,676)	(38,134)
Notes payable current	1,952,991	1,646,533
Convertible Notes [Member] | LGH Investments LLC [Member]
Debt Instrument [Line Items]
Notes payable	1,035,000	1,035,000
Promissory Notes [Member] | Mast Hill Fund LP [Member]
Debt Instrument [Line Items]
Notes payable	499,667	499,667
Promissory Notes [Member] | Officers And Directors [Member]
Debt Instrument [Line Items]
Notes payable	100,000	100,000
Promissory Notes [Member] | Accredited Investor [Member]
Debt Instrument [Line Items]
Notes payable	50,000	50,000
Promissory Notes [Member] | Accredited Investor 1 [Member]
Debt Instrument [Line Items]
Notes payable	$ 300,000	$ 0

Debt (Details Narrative)

Debt (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

Oct. 29, 2024

Mar. 14, 2024

Mar. 13, 2024

Jan. 18, 2024

Dec. 30, 2023

Dec. 22, 2023

Dec. 15, 2023

Nov. 09, 2023

Nov. 06, 2023

Oct. 19, 2023

Oct. 09, 2023

Aug. 28, 2023

Aug. 07, 2023

Jul. 06, 2023

Jun. 15, 2023

Jun. 13, 2023

Mar. 31, 2023

Dec. 29, 2022

Dec. 13, 2022

Nov. 10, 2022

Sep. 29, 2022

Jul. 31, 2024

Jun. 30, 2024

Dec. 31, 2023

Oct. 31, 2024

Oct. 31, 2023

Feb. 13, 2024

Jan. 31, 2024

Debt Instrument [Line Items]

Repayment of note payable

$ 0

$ 174,896

Notes payable

$ 1,684,667

1,984,667

Proceeds from note payable

300,000

$ 350,000

Accrued interest

$ 223,754

$ 272,033

John Gandolfo [Member]

Debt Instrument [Line Items]

Conversion of debt, shares issued

238,792

Debt converted, amount converted

$ 25,000

Debt converted, interest converted

$ 3,655

The Promissory Notes [Member]

Debt Instrument [Line Items]

Interest rate

8%

Proceeds from debt

$ 125,000

Directors And Officers Promissory Notes [Member]

Debt Instrument [Line Items]

Maturity date

Jan. 31, 2025

Promissory Notes [Member]

Debt Instrument [Line Items]

Notes payable

100,000

Accrued interest

22,879

Mast Hill Fund LP [Member]

Debt Instrument [Line Items]

Warrants issued

12,444,445

Principal amount

$ 499,667

Warrants issued, value

$ 63,455

Warrants exercisable

14,666,667

Accrued interest

$ 39,288

Mast Hill Fund LP [Member] | Warrants [Member]

Debt Instrument [Line Items]

Warrants converted

2,778,778

2,000,000

Warrants issued

1,926,713

Warrants exercisable

14,666,667

Mast Hill Fund LP [Member] | Common Stock [Member]

Debt Instrument [Line Items]

Debt converted, amount converted

$ 50,040

$ 50,040

$ 50,040

$ 50,040

$ 50,040

$ 42,000

$ 292,200

Conversion of debt, shares issued

695,000

695,000

695,000

695,000

417,000

560,000

3,757,000

Warrants issued

1,610,390

Debt converted, amount converted

$ 44,266

$ 46,833

$ 43,975

$ 42,710

$ 47,653

$ 0

$ 225,437

Securities Purchase Agreement [Member] | Mast Hill Fund LP [Member]

Debt Instrument [Line Items]

Debt face amount

$ 870,000

Interest rate

10%

Proceeds from note payable

$ 723,868

Securities Purchase Agreement [Member] | Mast Hill Fund LP [Member] | Carter Terry And Company [Member]

Debt Instrument [Line Items]

Number of shares issued, shares

213,725

Number of shares issued, value

$ 13,443

Securities Purchase Agreement [Member] | Mast Hill Fund LP [Member] | Amendment No 1 [Member]

Debt Instrument [Line Items]

Warrants issued

1,000,000

Increase in debt

$ 50,000

Principal amount

920,000

Warrants issued, value

$ 28,448

Securities Purchase Agreement [Member] | Mast Hill Fund LP [Member] | Amendment No 2 [Member]

Debt Instrument [Line Items]

Maturity date

Dec. 13, 2024

Amortization payment

$ 200,000

Securities Purchase Agreement [Member] | Mast Hill Fund LP [Member] | Amendment No 3 [Member]

Debt Instrument [Line Items]

Maturity date

Jun. 13, 2025

Amortization payment

$ 200,000

Securities Purchase Agreement [Member] | Mast Hill Fund LP [Member] | Purchase Warrant [Member]

Debt Instrument [Line Items]

Warrants issued

2,000,000

Securities Purchase Agreement [Member] | Mast Hill Fund LP [Member] | Default Warrants [Member]

Debt Instrument [Line Items]

Warrants issued

4,000,000

Securities Purchase Agreement [Member] | Oragenics [Member] | Amendment No 3 [Member]

Debt Instrument [Line Items]

Pledging preferred stock shares

1,000,000

Sale Agreement [Member] | Oragenics [Member] | Amendment No 3 [Member]

Debt Instrument [Line Items]

Pledging preferred stock shares

154,545

1,154,545

LGH Investments LLC [Member]

Debt Instrument [Line Items]

Debt converted, amount converted

$ 300,000

Conversion of debt, shares issued

1,500,000

Accredited Investor [Member] | Jonathan Lutz [Member]

Debt Instrument [Line Items]

Accrued interest

$ 3,577

Notes payable

50,000

$ 50,000

Interest rate

10%

Number of shares issued, shares

30,000

Mr Joseph Michael Redmond [Member] | The Promissory Notes [Member]

Debt Instrument [Line Items]

Loans payable

25,000

Ms Christine M Farrell [Member] | The Promissory Notes [Member]

Debt Instrument [Line Items]

Loans payable

25,000

Mr Jerome H Casey [Member] | The Promissory Notes [Member]

Debt Instrument [Line Items]

Loans payable

25,000

Mr John P Gandolfo [Member] | The Promissory Notes [Member]

Debt Instrument [Line Items]

Loans payable

25,000

Mr Ricky W Richardson [Member] | The Promissory Notes [Member]

Debt Instrument [Line Items]

Loans payable

25,000

Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | LGH Investments LLC [Member]

Debt Instrument [Line Items]

Maturity date

Jun. 30, 2024

Dec. 31, 2023

Jun. 30, 2023

Mar. 31, 2023

Dec. 31, 2022

Increase in debt

$ 60,000

$ 25,000

$ 20,000

$ 50,000

$ 115,000

Repayment of note payable

$ 50,000

$ 30,000

$ 35,000

Convertible note payable balance

1,035,000

Accrued interest

$ 194,749

Stock-Based Compensation (Detai

Stock-Based Compensation (Details - Warrant activity) - Warrant [Member]	3 Months Ended
	Oct. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants outstanding at beginning | shares	21,725,274
Weighted average exercise price at beginning | $ / shares	$ 0.27
Number of warrants issued | shares	300,000
Weighted average exercise price, warrants issued | $ / shares	$ 0.10
Number of warrants expired | shares	(550,000)
Weighted average exercise price, warrants expired | $ / shares	$ 0.50
Number of warrants outstanding at ending | shares	21,475,274
Weighted average exercise price at ending | $ / shares	$ 0.25

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details Narrative)	3 Months Ended
	Oct. 31, 2024 USD ($) shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option, shares	0
Restricted stock unit, shares	0
Unrecognized stock-based compensation | $	$ 137,662
Weighted average remaining vesting period	6 months
2021 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares reserved for issuance under plan	17,625,000

Net Loss Per Share (Details - A

Net Loss Per Share (Details - Antidilutive shares) - shares	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	65,534,600	47,640,283
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	18,470,000	11,295,000
Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	25,589,326	21,564,456
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	21,475,274	12,558,607
Unvested Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	0	2,222,220

Related Party Transactions (Det

Related Party Transactions (Details - Due to officers) - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Related Party Transaction [Line Items]
Due to related party	$ 1,457,739	$ 1,275,996
Related Party [Member]
Related Party Transaction [Line Items]
Due to related party	3,340	15,149
Related Party [Member] | Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Due to related party	1,094	12,313
Related Party [Member] | Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Due to related party	$ 2,246	$ 2,836

Related Party Transactions (D_2

Related Party Transactions (Details - Accrued compensation) - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Salary and bonus payable	$ 1,672,187	$ 1,508,710
Chief Executive Officer [Member]
Salary and bonus payable	1,243,493	1,138,400
Chief Financial Officer [Member]
Salary and bonus payable	$ 428,694	$ 370,309

Related Party Transactions (D_3

Related Party Transactions (Details Narrative) - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Related Party Transaction [Line Items]
Notes payable	$ 1,984,667	$ 1,684,667
Two Officers and Two Directors [Member]
Related Party Transaction [Line Items]
Notes payable	$ 25,000