S-1/A: Odyssey Health Amends S-1 Filing for Public Offering

Sentiment:

Registration Statement Amendment 15 August 2025 2:25 PM

Odyssey Health Incorporated filed an amendment to its S-1 registration statement to include a legal opinion and update the exhibit index, with no changes to the preliminary prospectus.

Delay expectedThe effective date of the Registration Statement is being delayed until the company files a further amendment specifically stating its effectiveness or until the SEC determines the effective date.

Capital raiseThe filing is an amendment to a Form S-1 Registration Statement, which is used to register securities for a public offering, indicating an intent to raise capital.The legal opinion confirms the authorization and valid issuance of 20,000,000 shares of common stock for sale.The company has incurred estimated expenses of $21,066.75 related to the issuance and distribution of these securities.Details of numerous past unregistered securities sales (stock options, RSUs, common shares, warrants, convertible notes) over the last three years are provided, indicating a history of capital raising activities through private placements.

Summary

Odyssey Health Incorporated filed Amendment No. 1 to its S-1 Registration Statement on August 15, 2025.
The amendment's primary purpose is to file Exhibit 5.1, a legal opinion, and to amend and restate the exhibit index.
The preliminary prospectus (Part I) of the Registration Statement, originally filed on August 4, 2025, remains unchanged.
The company estimates total fees and expenses for the issuance and distribution of securities to be $21,066.75, including a $66.75 SEC registration fee, $17,500 in legal fees, and $3,500 in accounting fees.
The legal opinion from Brinen & Associates, LLC confirms that 20,000,000 shares of common stock, par value $0.001 per share, registered under the S-1, are duly authorized, validly issued, fully paid, and non-assessable.
The company has undertaken to file post-effective amendments to the registration statement as required, including for prospectus updates, fundamental changes, and material changes to the plan of distribution.
Recent unregistered securities sales over the past three years include 6,500,000 stock options and 2,800,000 restricted stock units granted to directors, officers, and employees in fiscal 2023.
Other unregistered sales include 2,300,000 common shares to consultants for $433,800, conversion of a $30,000 promissory note into 300,000 shares, and issuance of 1,000,000 shares for an Option Agreement with Prevacus for $170,000.
Mast Hill Fund, L.P. received warrants for 2,000,000 and 4,000,000 shares (default warrant) at $0.20 per share, and later converted $42,000 in accrued interest and fees into 560,000 shares.
In fiscal 2024, ClearThink Capital Partners, LLC converted a $175,000 note plus $20,000 interest into 975,000 shares, and Mast Hill converted $50,040 into 695,000 shares.
The company also issued 12,444,445 warrants exercisable at $0.072 per share in January 2024 and granted 4,750,000 stock options to non-employee consultants in April and June 2024.

Sentiment

Score: 6

Explanation: The filing is largely administrative, indicating progress towards a public offering, which is generally positive for a company seeking capital. The legal opinion confirms the validity of shares. However, the delay in effectiveness and the SEC's stance on indemnification introduce minor neutral/negative aspects.

Positives

The legal opinion confirms that the 20,000,000 shares of common stock being registered are duly authorized, validly issued, fully paid, and non-assessable, providing legal clarity for the offering.
The company is moving forward with its registration process, indicating progress towards a potential public offering.

Negatives

The SEC's opinion that indemnification for liabilities arising under the Securities Act is against public policy and unenforceable (except for successful defense expenses) could expose directors and officers to greater personal liability, potentially impacting governance.

Risks

Indemnification for liabilities arising under the Securities Act of 1933 may be deemed against public policy by the SEC, potentially limiting the protection for directors, officers, and controlling persons.
The company relies on Section 4(a)(2) of the Securities Act for past unregistered securities sales, which requires recipients to be accredited investors with access to information and the ability to bear investment risks; any failure to meet these conditions could lead to regulatory issues.
The effectiveness of the Registration Statement is subject to further amendment or SEC determination, which could delay the proposed public sale of securities.

Future Outlook

The company intends for the proposed sale of securities to the public to commence as soon as practicable after the effective date of the Registration Statement. It has undertaken to file post-effective amendments to include any required prospectus updates, reflect fundamental changes, and disclose material information regarding the plan of distribution.

Management Comments

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Industry Context

Odyssey Health Incorporated operates within the surgical and medical instruments and apparatus industry (SIC Code 3841). This administrative filing is a standard step for companies seeking to raise capital through public offerings, common across various industries, including the medical device sector, to fund operations, research, or expansion. The detailed disclosure of past unregistered securities sales highlights a common financing strategy for smaller companies, often relying on private placements with accredited investors before a full public offering.

Comparison to Industry Standards

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Indemnification Policy	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 (NRS Sections 78.751 and 78.7502).	NA	Provides protection for management and directors against liabilities, subject to Nevada law and certain conditions (good faith, best interests). However, the SEC's opinion that indemnification for Securities Act liabilities is against public policy (except for successful defense expenses) could limit this protection and increase personal risk for fiduciaries.

Related Party Transactions

In fiscal 2023, the Board granted 6,500,000 stock options and 2,800,000 restricted stock units (RSUs) to directors, officers, and employees in exchange for ongoing services.
Promissory notes with Directors and Officers dated December 21, 2021, have been subject to multiple amendments (e.g., Amendment No. 8 dated January 31, 2024, Amendment No. 9 dated July 31, 2024, Amendment No. 11 dated July 31, 2025), indicating ongoing financial arrangements with related parties.

Stakeholder Impact

**Shareholders**: Potential dilution from the future public offering of 20,000,000 shares and past unregistered sales. The legal opinion confirms the validity of shares, providing assurance. Indemnification policies affect the liability exposure of directors and officers, which indirectly impacts shareholder risk.
**Employees**: Received stock options and restricted stock units as compensation, aligning their interests with company performance.
**Consultants**: Received common stock and stock options for services, indicating reliance on external expertise and equity-based compensation.
**Investors (Mast Hill Fund, L.P., ClearThink Capital Partners, LLC, etc.)**: Engaged in various debt and equity transactions, including warrant issuances and note conversions, demonstrating their role in providing capital.

Next Steps

The company will file a further amendment to specifically state the effective date of the Registration Statement, or await SEC determination of the effective date.
The proposed sale to the public will commence as soon as practicable after the Registration Statement becomes effective.
The company undertakes to file post-effective amendments to include any prospectus required by Section 10(a)(3) of the Securities Act, reflect fundamental changes, and include material information regarding the plan of distribution.

Key Dates

Date	Description
2022-09	Promissory note for $30,000 entered with a consultant for investor relations services.
2022-10	Issuance of common stock to consultants in connection with consulting agreements.
2022-11	Issuance of 1,000,000 common shares in connection with the Option Agreement with Prevacus.
2022-12	Securities Purchase Agreement entered with Mast Hill Fund, L.P., including issuance of warrants.
2022-12-13	Date of Securities Purchase Agreement, Promissory Note, First Warrant, and Second Warrant issued to Mast Hill Fund, L.P.
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; 50,000 stock options granted as consideration.
2023-03	Issuance of common stock to consultants in connection with consulting agreements.
2023-06	Amendment No. 1 to the Securities Purchase Agreement with Mast Hill Fund L.P. entered; Mast Hill converted accrued interest and fees into common shares.
2023-06-09	Amendment No. 2 to promissory note, converting loan into 300,000 shares of common stock.
2023-09-24	Expiry date for 250,000 stock options granted on September 29, 2023.
2023-09-29	250,000 stock options granted to a non-employee consultant.
2023-12-20	ClearThink Capital Partners, LLC exercised option to convert convertible note payable into common stock.
2024-01-18	Mast Hill converted principal, interest, and fees into common stock.
2024-01-31	12,444,445 warrants issued.
2024-04-29	Expiry date for 2,250,000 stock options granted on April 30, 2024.
2024-04-30	2,250,000 stock options granted to two non-employee consultants.
2024-06-27	Expiry date for 2,500,000 stock options granted on June 28, 2024.
2024-06-28	2,500,000 stock options granted to a non-employee consultant.
2027-12-13	Expiry date for 12,444,445 warrants issued on January 31, 2024.
2028-09-24	Expiry date for 250,000 stock options granted on September 29, 2023.
2029-04-29	Expiry date for 2,250,000 stock options granted on April 30, 2024.
2029-06-27	Expiry date for 2,500,000 stock options granted on June 28, 2024.
2029-08-14	Expiry date for warrant to purchase 300,000 shares of common stock issued to an accredited investor.
2025-08-04	Original Registration Statement on Form S-1 filed; date of legal opinion.
2025-08-15	Amendment No. 1 to Form S-1/A filed.

Recommendation

hold

This filing is an administrative amendment to a registration statement for a public offering, not a financial results report. While it confirms the legal validity of the shares to be offered and details past capital-raising activities, it does not provide new operational or financial performance data to warrant a 'buy' or 'sell' recommendation. The delay in the effective date is noted, but it's a procedural aspect of SEC filings. Investors should 'hold' and await the full prospectus and further operational updates to make an informed decision, as the underlying business performance and future prospects are not detailed here.

Keywords

SEC filing, S-1/A, Registration Statement, Odyssey Health, Common Stock, Public Offering, Securities Act, Legal Opinion, Corporate Governance, Indemnification, Unregistered Securities, Stock Options, RSUs, Warrants, Capital Raise, Financial Reporting, Medical Instruments

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