S-1: Odyssey Health S-1: Mast Hill Fund Resale & Future Funding

Odyssey Health files S-1 for the resale of 18 million common shares by Mast Hill Fund, L.P., with potential for up to $25 million in future funding.

Summary

• Registration of 18,000,000 common shares for resale by Mast Hill Fund, L.P., upon conversion of promissory notes and warrants.
• The shares are convertible from a $2,262,000 Maintenance Agreement Convertible Promissory Note and a $500,000 Purchase Agreement Note, plus 1,538,461 shares from a warrant.
• Odyssey Health will not receive proceeds from Mast Hill Fund's resale of these 18,000,000 shares.
• Odyssey Health may receive gross proceeds of up to $25,000,000 from the initial sale of its common stock to Mast Hill Fund under a separate Purchase Agreement, after the registration statement is declared effective.
• The purchase price for shares sold to Mast Hill Fund will be 85% of the lowest volume weighted average price (VWAP) during the preceding 10 trading days.
• As of December 17, 2025, 99,853,763 shares of common stock were outstanding, with a last reported sale price of $0.0296 per share on the OTCQB.
• After the offering, assuming all 18,000,000 shares are issued, total outstanding shares would be 117,853,763.
• Mast Hill Fund is limited to owning no more than 4.99% of outstanding common stock.
• Odyssey Health is a publicly held company focused on developing and acquiring medical products and health-related technologies, including the CardioMap heart monitoring device, the Save A Life choking rescue device, and exclusive worldwide rights to BreastCheck, a non-invasive breast abnormality test.

Sentiment

Score: 4

Explanation: The S-1 outlines a financing mechanism that provides potential future capital but also highlights significant dilution risks and the company's ongoing need for funding. The 'going concern' explanatory paragraph in the incorporated financial statements is a notable negative. While the company has promising development projects, the document primarily focuses on the mechanics of the capital raise and associated risks rather than operational successes.

Positives

• Potential to raise up to $25,000,000 in gross proceeds from Mast Hill Fund under the Purchase Agreement, providing future working capital.
• The company has development projects in two life-saving technologies (CardioMap, Save A Life) and an exclusive worldwide sub-license for BreastCheck.
• Management team possesses significant experience and capabilities in the medical device industry.

Negatives

• No proceeds will be received by Odyssey Health from the resale of 18,000,000 shares by Mast Hill Fund.
• The sale or issuance of common stock to Mast Hill Fund may cause substantial dilution to existing stockholders.
• The current market for common stock on OTCQB has demonstrated varying levels of trading activity, and an active trading market may not be sustained.
• The company does not anticipate paying dividends, requiring stockholders to rely on stock appreciation for returns.
• The company may require additional financing beyond the Mast Hill Fund agreement to sustain operations.
• The purchase price for shares sold to Mast Hill Fund is at a discount (85% of lowest VWAP), which could be dilutive.
• The financial statements incorporated by reference contain an explanatory paragraph regarding the company's ability to continue as a going concern.

Risks

• The sale or issuance of common stock to Mast Hill Fund may cause dilution, and the perception that such sales may occur could cause the price of common stock to fall.
• The company may require additional financing to sustain operations, without which it may not be able to continue, and the terms of subsequent financings may adversely impact stockholders.
• Management will have broad discretion over the use of net proceeds from the sale of shares to Mast Hill Fund, and the proceeds may not be invested successfully.
• An active trading market for common stock may not be sustained, which could impair investors' ability to sell shares and the company's ability to raise capital or acquire additional intellectual property assets.
• The company does not anticipate paying dividends on common stock, requiring stockholders to rely on stock appreciation for any return on their investment, which is uncertain and unpredictable.
• Issuances of preferred stock in the future could have a dilutive effect on common stock.
• Nevada anti-takeover statutes (control share law and business combination law) may apply in the future, potentially discouraging or delaying changes in control and preventing changes in management.

Future Outlook

The company intends to acquire other technologies and assets, planning to become a trans-disciplinary product development company involved in the discovery, development, and commercialization of products across various medical markets. It aims to license, improve, and/or develop products, identify and select distribution channels, and establish agreements with distributors for quick market access, alongside direct marketing efforts. The Master Technology and Sub-license Agreement for BreastCheck is anticipated to close in January 2026. The company may need to register additional shares for resale to receive the full $25,000,000 commitment from Mast Hill Fund.

Management Comments

• Our corporate mission is to create or acquire distinct technologies and intellectual property with an emphasis on acquisition targets that will generate positive cash flow.
• The Company's leadership team has significant experience and capabilities to further refine the technologies and submit to the appropriate regulatory agencies for marketing approval.

Industry Context

Odyssey Health operates in the medical products and health-related technologies sector, focusing on development and acquisition. This sector is characterized by high research and development costs, stringent regulatory hurdles, and a continuous need for substantial capital. The company's strategy of acquiring assets with identified technological advantages and substantial market opportunities aligns with common growth strategies in the life sciences, where companies seek to build a diversified portfolio of medical innovations. The reliance on third-party manufacturing and various distribution channels is also a common model for smaller players in this capital-intensive industry, aiming to leverage external expertise and reduce overhead.

Comparison to Industry Standards

• NA

Corporate Governance

Legal Proceedings

• No pending litigation or proceeding involving a director, officer, employee, or other agent of the company currently exists as to which indemnification is being sought.
• The company is not aware of any threatened litigation that may result in claims for indemnification by any director, officer, employee, or other agent of the company.

Related Party Transactions

• Joseph Michael Redmond (President, CEO, Director) had accrued salary and bonus of $1,330,308 as of July 31, 2025, to be paid in cash or stock at a future date.
• Christine M. Farrell (Chief Financial Officer and Secretary) had accrued salary and bonus of $476,925 as of July 31, 2025, to be paid in cash or stock at a future date.
• Outstanding stock options are held by Joseph Michael Redmond and Christine M. Farrell.
• Promissory Notes with Directors and Officers are referenced in the 'Recent Sales of Unregistered Securities' section, with multiple amendments over the past three years.

Stakeholder Impact

• Shareholders face significant potential for dilution from the issuance and resale of shares to Mast Hill Fund, L.P.
• Shareholders must rely on stock appreciation for returns as no dividends are anticipated in the foreseeable future.
• The lack of a sustained active trading market for common stock could impair shareholders' ability to sell their shares at desired times or prices.
• Creditors could have a prior claim to company assets if secured debt securities are issued in future financings.
• Employees and management have significant accrued salaries and bonuses, indicating deferred compensation, which could impact financial stability or morale if not resolved promptly.

Next Steps

• The registration statement needs to be declared effective by the SEC before Mast Hill Fund can sell the registered securities and before Odyssey Health can commence sales of additional shares to Mast Hill Fund under the Purchase Agreement.
• Anticipated closing of the Master Technology and Sub-license Agreement with NeuRX Health, Inc. for BreastCheck in January 2026.
• The company intends to acquire other technologies and assets.
• The company plans to further refine technologies and submit them to appropriate regulatory agencies for marketing approval.
• The company will determine the most effective method of distribution for each unique product.
• The company intends to engage third-party research and development firms and apply for trademarks and patents.

Key Dates

Recommendation

The S-1 primarily details a financing mechanism and associated risks, rather than operational performance. While the potential for future capital from Mast Hill Fund is a positive for a development-stage company, the significant dilution risk and the 'going concern' warning from previous filings warrant caution. The company's focus on developing medical products is promising, but without more detailed financial performance or clear milestones, a 'hold' recommendation is appropriate, advising investors to monitor the execution of the capital raise and progress on product development.

Keywords

Odyssey Health, ODYY, S-1, Registration Statement, Mast Hill Fund, Common Stock, Dilution, Convertible Notes, Warrants, OTCQB, Medical Devices, Health Technologies, CardioMap, Save A Life, BreastCheck, Capital Raise, SEC Filing, Corporate Governance, Risk Factors