ODYY.OQBOdyssey Health, INC
S-1/A: Odyssey Health Amends S-1 Filing, Details Past Securities Sales
Sentiment:
Registration Statement Amendment
Odyssey Health Incorporated filed Amendment No. 2 to its S-1 Registration Statement, primarily to update exhibits and detail past unregistered securities issuances.
Delay expectedThe Registrant hereby amends this Registration Statement to delay its effective date until a further amendment specifically states that it shall thereafter become effective, or until the Securities and Exchange Commission determines an effective date pursuant to Section 8(a) of the Securities Act of 1933.
Capital raiseThe Registration Statement on Form S-1 is being filed for the purpose of registering 20,000,000 shares of common stock for sale by selling shareholders, indicating an upcoming public offering.The company has a history of issuing unregistered securities to raise capital and compensate for services, including 6,500,000 stock options and 2,800,000 restricted stock units granted in fiscal 2023.In September and October 2022 and March 2023, 2,300,000 shares of common stock valued at $433,800 were issued to consultants.A $30,000 promissory note was entered into with a consultant in September 2022, which was later converted into 300,000 shares of common stock valued at $36,000 in June 2023.The company issued 1,000,000 shares of common stock valued at $170,000 in November 2022 in connection with an Option Agreement with Prevacus.Securities Purchase Agreements with Mast Hill Fund, L.P. (December 2022) and ClearThink Capital Partners, LLC (December 2023) involved the issuance of warrants and conversion of convertible notes into common stock, including $175,000 principal plus $20,000 interest from ClearThink and $50,040 from Mast Hill.
Summary
- Amendment No. 2 to Form S-1/A was filed by Odyssey Health Incorporated on August 15, 2025.
- The primary purpose of this amendment is to file Exhibit 5.1 (Opinion of Brinen & Associates, LLC) and to amend and restate the exhibit index in Part II of the Registration Statement.
- The preliminary prospectus, constituting Part I of the Registration Statement, remains unchanged from the original filing on August 4, 2025.
- The Registration Statement is for the purpose of registering 20,000,000 shares of the company's common stock, par value $0.001 per share, which have been issued to the selling shareholders named in the Registration Statement.
- Estimated expenses for the issuance and distribution of securities total $21,066.75, including $66.75 for SEC registration fees, $17,500 for legal fees and expenses, and $3,500 for accounting fees and expenses.
Sentiment
Score: 5
Explanation: This is an administrative filing (S-1/A) primarily updating exhibits and detailing past unregistered securities sales. It contains no new operational or financial performance data, thus maintaining a neutral sentiment.
Positives
- The 20,000,000 shares of common stock being registered have been duly authorized, are duly and validly issued, fully paid, and non-assessable.
- The company has established indemnification provisions for directors and officers to the fullest extent permitted by Nevada law, which can aid in attracting and retaining qualified personnel.
Negatives
- The SEC's opinion states that indemnification for liabilities arising under the Securities Act of 1933 may be against public policy and therefore unenforceable, potentially limiting protection for directors and officers in certain circumstances.
- The company has issued a significant number of unregistered securities in the past three years, including stock options, restricted stock units, common stock, and warrants, which could lead to substantial dilution for existing shareholders.
Risks
- Indemnification for liabilities arising under the Securities Act of 1933 may be deemed against public policy by the Securities and Exchange Commission and thus unenforceable, potentially exposing directors and officers to greater personal liability.
- The company may be required to submit the question of indemnification enforceability to a court of appropriate jurisdiction if a claim arises, leading to potential legal costs and uncertainty.
- The company has issued a substantial number of unregistered securities, including 6,500,000 stock options, 2,800,000 restricted stock units, 2,300,000 shares of common stock to consultants, and various warrants and convertible note conversions, which could result in significant future dilution for existing shareholders upon exercise or conversion.
- The company has a history of amending promissory notes and converting debt into common stock, indicating ongoing financing needs and potential for further equity dilution.
Future Outlook
The proposed sale to the public is expected to commence as soon as practicable after the effective date of this Registration Statement. The company undertakes to file post-effective amendments as required by the Securities Act of 1933 to update the prospectus, reflect fundamental changes, and include material information regarding the plan of distribution.
Industry Context
This filing is an administrative amendment to a registration statement, a standard procedure for companies seeking to go public or raise capital. The company's primary SIC code (3841) indicates its involvement in the surgical and medical instruments and apparatus industry, suggesting it operates within the broader healthcare or medical device sector. The detailed history of past unregistered securities issuances, including stock options, restricted stock units, and convertible debt, is typical for early-stage or growth companies in capital-intensive industries like biotech or medtech, which often rely on private placements and debt conversions to fund research, development, and operations before or during a public offering.
Comparison to Industry Standards
- NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Indemnification Provisions | The company's Articles of Incorporation (Article VIII) and Bylaws (Article V, Section 1) provide for indemnification of directors, officers, and certain other persons to the fullest extent permitted by Nevada law. | NA | These provisions aim to protect directors and officers from liabilities incurred in their capacities, potentially aiding in attracting and retaining qualified personnel. However, the SEC's opinion on indemnification for Securities Act liabilities being against public policy introduces uncertainty regarding the enforceability of such protections in certain contexts. |
| Indemnification Procedures | Nevada Revised Statutes (NRS) Sections 78.751 and 78.7502 outline the circumstances and procedures for indemnification, requiring good faith conduct and, for derivative suits, court approval if the person was adjudged liable to the corporation. Discretionary indemnification must be authorized by stockholders, a majority vote of a quorum of disinterested directors, or independent legal counsel. | NA | These statutory provisions establish the framework and limitations for indemnification, ensuring that such actions are taken under specific conditions and with appropriate oversight, balancing protection for individuals with corporate interests. |
Legal Proceedings
- The filing discusses the company's indemnification provisions for directors and officers against expenses and liabilities incurred as a result of suits brought against them, implying the potential for such legal actions.
- The Securities and Exchange Commission's opinion that indemnification for liabilities arising under the Securities Act of 1933 may be against public policy and unenforceable suggests a potential area of regulatory scrutiny or legal challenge if the company seeks to indemnify for such liabilities.
Related Party Transactions
- In fiscal 2023, the Board granted 6,500,000 stock options with a weighted-average exercise price of $0.22 and 2,800,000 restricted stock units (RSUs) with a fair value of $0.30 per share to directors, officers, and employees in exchange for ongoing services.
- The company has a 'Form of Promissory Note dated December 2021 with various officers and directors' which has been subject to multiple amendments (Amendments No. 4, 5, 6, 7, 8, 9, and 11), indicating ongoing financial arrangements with related parties.
Stakeholder Impact
- **Shareholders**: Face potential dilution from the registration of 20,000,000 shares for sale by selling shareholders and from the exercise or conversion of previously issued unregistered securities (stock options, RSUs, warrants, convertible notes).
- **Directors & Officers**: Benefit from indemnification provisions against liabilities, although this protection is subject to Nevada law and the SEC's stance on public policy regarding Securities Act liabilities, which could limit their protection in certain circumstances.
- **Investors (e.g., Mast Hill Fund, ClearThink Capital Partners)**: Have converted debt and warrants into common stock, indicating their ongoing involvement and potential for increased equity holdings, which could influence future corporate decisions.
- **Consultants**: Have received significant equity compensation (common stock, stock options) for services, aligning their interests with the company's performance but also contributing to potential dilution.
Next Steps
- The Registration Statement will become effective upon the filing of a further amendment specifically stating its effectiveness or upon determination by the SEC.
- The company undertakes to file post-effective amendments to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.
- The company will reflect in the prospectus any facts or events arising after the effective date that represent a fundamental change in the information set forth in the registration statement.
- The company will include any material information with respect to the plan of distribution not previously disclosed or any material change to such information.
- The company will remove from registration any unsold securities by means of a post-effective amendment at the termination of the offering.
Key Dates
| Date | Description |
|---|---|
| 2020-08-06 | Form of Common Stock Purchase Warrant totaling 550,000 Shares of Common Stock issued to Alliance Global Partners, Alejandro Barrientos and David Bocchi. |
| 2020-08-14 | Purchase Agreement and Registration Rights Agreement with Lincoln Park Capital Fund, LLC. |
| 2020-11-19 | Amendment No. 1 to Purchase Agreement with Lincoln Park Capital Fund, LLC. |
| 2020-12-11 | Amendment No. 1 to the Warrant Agreement with LGH Investments, LLC. |
| 2021-01-08 | Prevacus Asset Agreement. |
| 2021-01-21 | Employment Agreements with Joseph Michael Redmond and Christine M. Farrell. |
| 2021-01-28 | Amendment No. 1 to the Warrant Agreement with LGH Investments, LLC. |
| 2021-04-07 | Securities Purchase Agreement with LGH Investments, LLC. |
| 2021-08-29 | Convertible Promissory Note with Tysadco Partners, LLC. |
| 2021-10-18 | Securities Purchase Agreement and Warrant with Tysadco Partners LLC. |
| 2021-10-22 | Securities Purchase Agreement and Warrant with Lincoln Park Capital, LLC. |
| 2021-10-26 | Amended Securities Purchase Agreement with Tysadco Partners LLC. |
| 2021-12-21 | Original date of Promissory Note with Directors and Officers. |
| 2022-02-01 | Amendment to Convertible Promissory Note with LGH Investments, LLC. |
| 2022-02-15 | Amendment No. 1 to Convertible Promissory Note with LGH Investments, LLC. |
| 2022-04-14 | Form of Subscription Agreement, Stock Purchase Agreement, Warrant Agreement, and Registration Rights Agreement with certain purchasing security holders. |
| 2022-04-20 | Form of Amendment to Promissory Note with various officers and directors. |
| 2022-06-04 | Form of Amendment to Promissory Note with various officers and directors. |
| 2022-06-10 | Amendment to Convertible Promissory Note with LGH Investments, LLC. |
| 2022-09-01 | Issuance of 2,300,000 shares of common stock to consultants (September and October 2022, March 2023). |
| 2022-09-01 | Promissory note for $30,000 entered into with a consultant for investor relations services. |
| 2022-09-29 | Amendment No. 3 to Convertible Promissory Note with LGH Investments, LLC. |
| 2022-11-01 | Employment Agreements with Erik Emerson and Gregory W. Gironda. |
| 2022-11-01 | Issuance of 1,000,000 shares of common stock in connection with the Option Agreement with Prevacus. |
| 2022-12-13 | Securities Purchase Agreement, Promissory Note, First Warrant, and Second Warrant with Mast Hill Fund, L.P. |
| 2022-12-29 | Amendment No. 4 to Convertible Promissory Note with LGH Investments, LLC. |
| 2022-12-30 | Promissory note with consultant amended to extend maturity date to January 31, 2023. |
| 2023-01-31 | Promissory note with consultant extended to June 30, 2023, and 50,000 stock options granted. |
| 2023-03-14 | Second Amendment and Assignment to Convertible Promissory Note with Tysadco Partners, LLC. |
| 2023-03-31 | Amendment No. 5 to Convertible Promissory Note with LGH Investments LLC. |
| 2023-03-31 | Form of Amendment No. 5 to Promissory Note with Directors and Officers. |
| 2023-06-09 | Amendment No. 2 to promissory note with consultant, converting the loan into 300,000 shares of common stock. |
| 2023-06-13 | Amendment No. 1 to the Promissory Note issued on December 13, 2022, with Mast Hill Fund, L.P. |
| 2023-06-20 | Mast Hill converted $42,000 of accrued interest and fees into 560,000 shares of common stock. |
| 2023-06-20 | Amendment No. 1 to the SPA dated December 13, 2022, with Mast Hill Fund L.P., issuing a warrant for 1,000,000 shares. |
| 2023-06-30 | Form of Amendment No. 6 to Promissory Note with Directors and Officers. |
| 2023-07-06 | Amendment No. 6 to Convertible Promissory Note with LGH Investments LLC. |
| 2023-08-15 | Form of Note Purchase Agreement, Convertible Promissory Note, and Spinco Common Stock Purchase Warrant with certain accredited investors. |
| 2023-09-29 | Granted a non-employee consultant 250,000 stock options. |
| 2023-10-05 | Oragenics, Inc. Asset Purchase Agreement. |
| 2023-11-01 | Form of Amendment No. 7 to Promissory Note with Directors and Officers. |
| 2023-12-20 | ClearThink Capital Partners, LLC exercised option to convert $175,000 convertible note plus $20,000 interest into 975,000 shares of common stock. |
| 2023-12-28 | Asset Purchase Agreement Closing with Oragenics, Inc. |
| 2024-01-05 | Amendment No. 7 to Convertible Promissory Note with LGH Investments. |
| 2024-01-18 | Mast Hill converted $50,040 into 695,000 shares of common stock. |
| 2024-01-31 | Issued 12,444,445 warrants exercisable at $0.072 per share. |
| 2024-01-31 | Form of Amendment No. 8 to Promissory Note with Directors and Officers. |
| 2024-02-13 | Promissory Note with accredited investor Jonathan Lutz. |
| 2024-03-13 | Amendment No. 2 to the Promissory Note issued on December 13, 2022, with Mast Hill Fund, L.P. |
| 2024-04-30 | Granted two non-employee consultants a total of 2,250,000 stock options. |
| 2024-06-25 | Amendment No. 1 to Promissory Note with accredited investor Jonathan Lutz. |
| 2024-06-28 | Granted a non-employee consultant 2,500,000 stock options. |
| 2024-07-31 | Form of Amendment No. 9 to Promissory Note with Directors and Officers. |
| 2024-08-13 | Amendment No. 2 to Promissory Note with accredited investor Jonathan Lutz. |
| 2024-10-29 | Amendment No. 3 to the Promissory Note issued on December 13, 2022, with Mast Hill Fund, L.P. |
| 2024-10-29 | Pledge Agreement with Mast Hill Fund, L.P. |
| 2025-07-29 | Purchase Agreement and Registration Rights Agreement with Mast Hill Fund, L.P. |
| 2025-07-31 | Form of Amendment No. 11 to Promissory Note with Directors and Officers. |
| 2025-08-04 | Original Registration Statement on Form S-1 filed. |
| 2025-08-15 | Filing date of Amendment No. 2 to Form S-1/A. |
| 2027-12-13 | Expiration date of 12,444,445 warrants issued on January 31, 2024. |
| 2028-09-24 | Expiration date of 250,000 stock options granted on September 29, 2023. |
| 2029-04-29 | Expiration date of 2,250,000 stock options granted on April 30, 2024. |
| 2029-06-27 | Expiration date of 2,500,000 stock options granted on June 28, 2024. |
| 2029-08-14 | Expiration date of warrant to purchase 300,000 shares of common stock. |
Recommendation
holdThis filing is an administrative amendment to a registration statement, primarily updating exhibits and detailing past unregistered securities issuances. It does not contain new operational performance data, financial results, or significant strategic announcements that would warrant a change in investment thesis. The detailed history of past equity issuances highlights ongoing dilution, which is a concern, but the filing itself doesn't present new information to alter a fundamental view. Therefore, a 'hold' recommendation is appropriate as there's no new catalyst for a strong buy or sell decision based solely on this amendment.
Keywords
Odyssey Health, SEC Filing, S-1/A, Registration Statement, Common Stock, Securities Act, Corporate Governance, Indemnification, Stock Options, Restricted Stock Units, Warrants, Convertible Notes, Unregistered Securities, Financial Reporting, Nevada Corporation
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