ODYSSEY HEALTH, INC. 10-K

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended July 31, 2025

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from to
.

 Commission File No. 000-56196

 ODYSSEY HEALTH, INC.

 (Exact Name of Registrant as Specified in its
Charter)

 Nevada

 47-1022125

 (State or Other Jurisdiction of

 Incorporation or Organization)

 (I.R.S. Employer

 Identification No.)

 2300 West Sahara Avenue, Suite 800 - #4012,
 Las Vegas, NV 89102

 ( 702) 780-6559

 (Address and telephone number, including area
code, of registrant's principal executive offices)

 Securities registered pursuant to Section 12(b)
of the Act: None

 Title of each Class

 Trading Symbol

 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 if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No

 Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company",
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 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.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant
recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, computed by reference to the last sales price ($0.0215) as reported by the OTC Bulletin Board, as of the last business day of the Registrant's most recently completed second fiscal quarter (January 31, 2025).

 $

 1,770,764

 99,853,763 Number of shares of common stock outstanding as of October 29, 2025

 ____________________________________

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 ODYSSEY HEALTH, INC.

 FORM 10-K

 For the Fiscal Year Ended July 31, 2025

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for the Registrant's Common Stock, Related Shareholder Matters, and Issuer Purchases of Equity Securities

 Item 6.

 Reserved

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operation

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers, and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 Signatures

 i

 ODYSSEY HEALTH, INC. AND SUBSIDIARIES

 Item 1.

 Business

 This Annual Report on Form 10-K contains forward-looking
statements based on expectations, estimates, and projections as of the date of this filing. Actual results may differ materially from
those expressed in forward-looking statements. See Item 1A of Part I, "Risk Factors."

 Odyssey Health, Inc. was formed as a Nevada corporation
in March 2014. Our principal executive offices are located at 2300 West Sahara Avenue, Suite 800 - #4012, Las Vegas, Nevada, 89102. The
registration statement effectuating our initial public offering became effective in July 2015.

 Our shares of common stock are listed on the OTCQB
Marketplace ("OTC") and there is currently very little public market for our common stock.

 As used herein, when we refer to "Odyssey",
"ODYY," the "Company," "our Company," "we," "us" and "our," we
mean Odyssey Health, Inc., a Nevada corporation, unless the context indicates otherwise.

 General

 Odyssey Health, Inc. and its subsidiaries, Odyssey
Medical Devices, Inc. and Odyssey Group International Australia, Pty Ltd., is a publicly held company focused on acquiring and developing
medical products. We are developing technologies that have a technological advantage, superior clinical utility, and a substantial market
opportunity within significant target markets across the globe. The corporate mission is to create or acquire distinct technologies and
intellectual property with an emphasis on acquisition targets that will generate positive cash flow. Our leadership team has significant
experience and capabilities to commercialize our technologies and submit them to the appropriate regulatory agencies for marketing approval.

 Our business model is to develop or acquire medical-related products, engage third parties to develop and manufacture such products and then distribute the products through various distribution
channels, including third parties. We have two different technologies in research and development stage; the CardioMap heart monitoring
and screening device, and the Save-A-Life choking rescue device.

 To date, none of our product candidates has received
regulatory clearance or approval for commercial sale.

 We intend to acquire other technologies and assets
and plan to be a trans-disciplinary product development company involved in the development and commercialization of products and technologies
that may be applied over various medical markets.

 We intend to license, improve and/or develop our
products and identify and select distribution channels. We plan 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 intend to engage third party research and development
firms who specialize in the creation of medical products to assist us in the development. We will apply for trademarks and patents as
we develop proprietary products.

 Financial Information about Industry Segments

 We operate in one reportable segment, which includes
all of our business activities. See financial statements.

 Our Growth Strategy

 If the Food and Drug Administration ("FDA")
clears or approves our product candidates to be marketed commercially, we intend to enter into agreements with industry partners or qualified
distributors throughout the United States. A similar approach will be pursued if our product candidates are cleared or approved for marketing
outside of the United States. We intend to require such partners or distributors to pay us an initial license fee, as well as royalties
based on gross sales. Retaining exclusivity will be based on a mutually agreeable semi-annual or quarterly sales minimum. We have also
decided to focus on international growth because, generally, such international license agreements provide a stronger path to revenue
and earnings than purely domestic products.

 Our objective is to eventually grow revenue through
marketing and sales of each of our product candidates, CardioMap and Save-A-Life. Although no assurances can be given, management anticipates
company growth from the following areas:

 1)

 Distribution or License Agreements. Once any of our products in development are approved by the appropriate regulatory agency, we will enter into distribution agreements with companies who have sales professionals with experience selling through a variety of sales methods. These distribution agreements will allow us to achieve sales and revenue more quickly in the medical products industries.

 2)

 Identify and develop our products for additional proprietary uses. When funding allows, we intend to pursue development of CardioMap technology for use in other areas of the human body, such as the brain, liver and kidney.

 3)

 The development and acquisition of new products. We intend to pursue the development and acquisition of other product candidates and market any new products, if cleared or approved by regulatory bodies. We intend, as capital resources permit, to develop such opportunities if and when they present themselves.

 4)

 Seek partners to assist in the further development of our drug device combination products. We intend to seek partners to assist with the further development and clinical trials of our technologies. Partnerships could be in the form of government grants or from industry medical companies.

 We currently have no products authorized for commercial
distribution in the United States, Europe or any other country. Due to funding constraints and market conditions, the Save-A-Life will
be prioritized for further development. The CardioMap development program will remain suspended in the near term. All of our products
require regulatory clearance or approvals, and we cannot begin marketing and selling our product candidates until we obtain applicable
authorizations from the respective regulatory agency. FDA clearance or approval to market the products will be required to sell in the
United States.

 About CardioMap

 The CardioMap System is intended to be a heart
monitoring and screening device based on a novel method of Dispersion Mapping in electrocardiogram analysis for the early, non-invasive
testing for coronary heart disease ("CHD"). The heart monitoring system is intended to provide high quality 3-D visualization
and diagnosis of the heart using advanced signal analysis. The product is being designed for use in a professional setting or in remote
settings including in-home use. We have exclusive, royalty free rights to United States patent number 7,519,416 B2 related to the CardioMap
technology.

 If FDA cleared or approved, CardioMap could provide
a better level of diagnosis with its improved sensitivity levels that can detect early warning signs that would normally be invisible
with standard EKG devices. The system could dramatically cut the costs associated with the detection of ischemic heart disease and will
prove to be an invaluable testing device for cardiologists, physicians, clinics, hospitals, the fitness industry, sports teams, emergency
facilities and general public. CardioMap was developed by VE Science Technology LLC, from whom we have purchased the product rights. We
have a working model of the device and associated software and plan to further develop the technology for clinical trials and a 510K FDA
submission when funding is secured. To sell, market and distribute the CardioMap product, clearance or approval from the FDA is required.
Such clearance or approval has not been obtained at this time.

 Product Development Plan:

 Concept

 Engineering Model

 Prototype

 Clinical Trial

 FDA Submission

 TBD

 TBD

 This product development plan is an estimate only.
The product development plan is subject to change based on our ability to fund the program, technical risks and regulatory approvals.
This project is not currently being funded.

 About Save-A-Life

 In July 2019, we purchased all intellectual property
including two patents for the choking rescue device: patent Number RE45, 535 E, and patent Number 8,454,624 B2. The Save-A-Life ("SAL")
choking rescue device is currently in development and is designed to be a safe, and easy-to-use device for removing a lodged mass from
the throat of a choking victim. The device includes a pump for creating a vacuum chamber, which is connected seamlessly with a replaceable/disposable
mouthpiece. In an emergency, the SAL may be easily inserted into the victim's mouth, which depresses the tongue providing a clear
application. By pressing an activation button on the device, the internal pump is intended to deliver the appropriate amount of instantaneous
vacuum to dislodge the mass without harm or damage to the person. The application is intended to be instantly effective as the device
will be operational and effective in a matter of seconds. To sell, market and distribute the Save-A-Life product, clearance or approval
from the FDA is required. FDA clearance or approval has not been obtained at this time. The product development plan for the Save-A-Life
is below.

 Product Development Plan:

 Concept

 Engineering Model

 Prototype

 Clinical Trial

 FDA Submission

 TBD

 TBD

 This product development plan is an estimate only
and is subject to change based on funding, technical risks, the clinical pathway and regulatory approvals. This project is not currently
being funded.

 Competition

 We believe that the primary competition for our
products and services is from existing companies offering electrocardiogram ("EKG") equipment and anti-choking devices,
as well as other pharmaceutical companies engaged in the development of orphan drugs.

 SAL Competitive Analysis

 Dechoker

 The Dechoker is a device that can be used for
choking first aid on anyone 12 months or older, regardless of illness, disorder or other health-related condition. It utilizes a hand
powered pump system to extract blockages.

 LifeVac

 LifeVac is designed with a valve to prevent any
air from exiting through the mask. This designed valve prevents air from pushing food or objects downward. This creates a one-way suction
to remove the lodged food or object.

 Act+Fast Heimlich maneuver training vests

 Act+Fast Anti-Choking Trainer, Blue, 4-Pack.
This device enables students to develop confidence in their ability to perform the Abdominal Thrust Maneuver ("Heimlich")
as recommended by the American Heart Association. It has been designed to be realistic and easy to use.

 CardioMap Competitive Analysis

 None of the current rapid EKG devices have the
ability to digitally map the heart. Each of the below competitors give EKG read outs only.

 CardioResting (Nasiff)

 The CardioResting EKG is the first complete and
full-featured 12 lead PC based cardiology system. The EKG is durable, reliable and easy to learn. It performs and manages tests while
saving money and working with your existing equipment. The CardioResting system is electronic medical record ("EMR") compatible
with an unlimited database.

 Welch Allyn PC Based Electrocardiograph

 The Welch Allyn device automatically transfers
patient information and test data into most EMRs without redundant work steps, misidentified patients, or delays from copying, scanning
and shredding EKG reports.

 QardioCore

 QardioCore is a wireless medical grade ambulatory
EKG monitoring system that can identify atrial fibrillation and other arrhythmias. No wires, gels or patches are required. No in-clinic
fitting nor technician needed - QardioCore is 100% deployed remotely.

 Governmental Regulation

 Product Regulation

 Domestic

 The processing, formulation, safety, manufacturing,
packaging, labeling, advertising and distribution of our products may be subject to certain regulations by one or more federal agencies,
including the FDA, Housing and Human Services (the "HHS"), the Federal Trade Commission (the "FTC"), the Consumer
Product Safety Commission (the "CPSC"), the United States Department of Agriculture (the "USDA") and the Environmental
Protection Agency (the "EPA"), and by various agencies of the states and localities in which our products are sold.

 To sell, market and distribute the CardioMap,
the Save-A-Life or the drug compound products, clearance or approval from the FDA is required. Such clearance or approval has not been
obtained at this time and our products are not currently available for commercial sale.

 Foreign

 Any products we eventually sell in foreign countries
are also subject to regulations under various local, national, and international laws that include provisions governing, among other things,
the formulation, manufacturing, packaging, labeling, advertising and distribution of drugs and medical products. Government regulations
in foreign countries may prevent or delay the introduction, or require the reformulation, of some of our products.

 Employees

 At the date hereof, we have two employees and
do not intend to hire additional employees in the foreseeable future.

 Where you can find more information

 Our Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange
Act of 1934, as amended ("Exchange Act"), are filed with the U.S. Securities and Exchange Commission (the "SEC").
Such reports and other information filed by us with the SEC are available free of charge on our website at  when
such reports are available on the SEC website. The public may read and copy any materials filed by us with the SEC at the SEC's
Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549. The public may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information
statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The contents of these websites
are not incorporated into this filing. Further, our references to the URLs for these websites are intended to be inactive textual references
only.

 Item 1A.

 Risk Factors

 RISK
FACTORS

 An investment in our securities has a high
degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information
in this prospectus. Any of the risks and uncertainties set forth herein could materially and adversely affect our business, results of
operations and financial condition, which in turn could materially and adversely affect the trading price or value of our securities.
Additional risks not currently known to us or which we consider immaterial based on information currently available to us may also materially
adversely affect us. As a result, you could lose all or part of your investment.

 Risks Related to Our Financial Position and
Need for Capital

 We are a development stage company with
little operating history, a history of losses and we cannot assure profitability.

 We have been incurring operating losses and cash
flow deficits since the inception of such operations. Our lack of operating history, and the lack of historical pro forma consolidated
financial information, makes it difficult for investors to evaluate our prospects for success. Prospective investors should consider the
risks and difficulties we might encounter, especially given our lack of an operating history or historical pro forma consolidated financial
information. There is no assurance that we will be successful, and the likelihood of success must be considered in light of our relatively
early stage of operations. As we have not begun to generate revenue, it is extremely difficult to make accurate predictions and forecasts
of our finances. There is no guarantee that our products or services will be attractive to potential consumers.

 There is substantial doubt about our ability
to continue as a going concern.

 We are in the development stage and are currently
seeking additional capital, mergers, acquisitions, joint ventures, partnerships and other business arrangements to expand our product
offerings and generate revenue. Our ability to continue as a going concern is dependent upon our future ability to generate revenue and
achieve profitable operations and, in the meantime, to obtain the necessary financing to meet our obligations and repay our liabilities
when they become due. External financing, predominantly by the issuance of equity and debt, will be sought to finance our operations;
however, there can be no certainty that such funds will be available at terms acceptable to us. These conditions indicate the existence
of material uncertainties that may cast significant doubt about our ability to continue as a going concern.

 We have not generated any revenue or profit from
operations since our inception. Based on our average monthly expenses and current burn rate, we estimate that our cash on hand will not
be sufficient to support our operations through the balance of this calendar year. This amount could increase if we encounter difficulties
that we cannot anticipate at this time or if we acquire other businesses. Should this amount not be sufficient to support our continuing
operations, we do not expect to be able to raise any additional capital through debt financing from traditional lending sources since
we are not currently generating a profit from operations. Therefore, we only expect to raise money through equity financing via the sale
of our common stock or equity-linked securities such as convertible debt. We are currently in discussions with a number of institutional
and private investors who could provide the capital required for our ongoing operations. If we cannot raise the money that we need in
order to continue to operate our business beyond the period indicated above, we will be forced to delay, scale back or eliminate some
or all of our proposed operations. If any of these were to occur, there is a substantial risk that our business would fail. If we are
unsuccessful in raising additional financing, we may need to curtail, discontinue, or cease operations.

 Our actual financial position and results
of operations may differ materially from management's expectations.

 We have experienced some changes in our operating
plans and certain delays in our plans. As a result, our revenue, net loss and cash flow may differ materially from our projections. The
process for estimating our revenue, net loss and cash flow requires the use of estimates and assumptions. These estimates and assumptions
may be revised as additional information becomes available and as additional analyses are performed. In addition, the assumptions used
in planning may prove to be inaccurate, and other factors may affect our financial condition or results of operations.

 We expect to incur significant ongoing costs and
obligations related to our investment in infrastructure and growth and for regulatory compliance, which could have a material adverse
impact on our results of operations, financial condition and cash flows. In addition, future changes in regulations, more vigorous enforcement
thereof or other unanticipated events could require extensive changes to our operations, increased compliance costs or give rise to material
liabilities, which could have a material adverse effect on our business, results of operations and financial condition. Our efforts to
grow our business may be costlier than we expect, and we may not be able to increase our revenue enough to offset our higher operating
expenses. We may incur significant losses in the future for a number of reasons, including unforeseen expenses, difficulties, complications
and delays, and other unknown events. If we are unable to achieve and sustain profitability, the market price of our Common Shares may
significantly decrease.

 Our limited operating history creates substantial
uncertainty about future results.

 We have limited operating history and operations
on which to base expectations regarding our future results and performance. To succeed, we must do most, if not all, of the following:

 raise corporate equity to support our operating costs and to have sufficient funds to develop, market and sell our products;

 locate strategic licensing and commercialization partners;

 obtain proper regulatory clearances domestically and abroad;

 attract, integrate, retain and motivate qualified management and sales personnel;

 successfully execute our business strategies;

 respond appropriately and timely to competitive developments; and

 develop, enhance, promote and carefully manage our corporate identity.

 Our business will suffer if we are unable to accomplish
these and other important business objectives. We are uncertain as to when, or whether, we will fully implement our contemplated business
plan and strategy or become profitable.

 Because we may never have net income from
our operations, our business may fail.

 We have no history of profitability from operations.
There can be no assurance that we will ever operate profitably. Our success is significantly dependent on uncertain events, including
successful development of our products, establishing satisfactory manufacturing arrangements and processes, and the sale and distribution
of our products. If we are unable to generate significant revenues from sales of our products, we will not be able to earn profits or
continue operations. We can provide no assurance that we will generate any revenues or ever achieve profitability. If we are unsuccessful
in addressing these risks, our business will fail, and investors may lose all of their investment in our Company.

 Our ability to generate positive cash flows
is uncertain.

 To develop and expand our business, we will need
to make significant up-front investments in our manufacturing capacity and incur research and development, sales and marketing, and general
and administrative expenses. In addition, our growth will require a significant investment in working capital. Our business will require
significant amounts of working capital to meet our project requirements and support our growth. We cannot provide any assurance that we
will be able to raise the capital necessary to meet these requirements. If adequate funds are not available or are not available on satisfactory
terms, we may be required to significantly curtail our operations and may not be able to fund our current production requirements, let
alone fund expansion, take advantage of unanticipated acquisition opportunities, develop or enhance our products, and respond to competitive
pressures. Any failure to obtain such additional financing could have a material adverse effect on our business, results of operations,
and financial condition.

 We need to raise additional funds, and such
funds may not be available on acceptable terms.

 We may consider issuing additional debt or equity
securities in the future to fund our business plan, for general corporate purposes or for potential acquisitions or investments. If we
issue equity or convertible debt securities to raise additional funds, our existing stockholders may experience dilution, and the new
equity or debt securities may have rights, preferences, and privileges senior to those of our existing stockholders. If we incur additional
debt, it may increase our leverage relative to our earnings or to our equity capitalization, requiring us to pay additional interest expenses.
We may not be able to obtain financing on favorable terms, in which case, we may not be able to develop or enhance our products, execute
our business plan, take advantage of future opportunities, or respond to competitive pressures.

 We may have difficulty raising additional
capital, which could deprive us of the resources necessary to implement our business plan, which would adversely affect our business,
results of operation and financial condition.

 We expect to continue devoting significant capital
resources to fund research and development and marketing. In order to support the initiatives envisioned in our business plan, we will
need to raise additional funds through the sale of assets, public or private debt or equity financing, collaborative relationships or
other arrangements. If our operations expand faster or at a higher rate than currently anticipated, we may require additional capital
sooner than we expect. We are unable to provide any assurance or guarantee that additional capital will be available when needed by our
company or that such capital will be available under terms acceptable to our company or on a timely basis.

 Our ability to raise additional financing depends
on many factors beyond our control, including the state of capital markets, the market price of our common stock and the development or
prospects for development of competitive products by others. Because our common stock is not listed on a major stock market, many investors
may not be willing or allowed to purchase it or may demand steep discounts. If additional funds are raised through the issuance of equity,
convertible debt or similar securities of our company, the percentage of ownership of our company by our company's stockholders
will be reduced, our company's stockholders may experience additional dilution upon conversion, and such securities may have rights
or preferences senior to those of our common stock. The preferential rights granted to the providers of such additional financing may
include preferential rights to payments of dividends, super voting rights, a liquidation preference, protective provisions preventing
certain corporate actions without the consent of the fund providers, or a combination thereof. We are unable to provide any assurance
that additional financing will be available on terms favorable to us or at all.

 If adequate funds are not available or are not
available on acceptable terms, our ability to fund our expansion and take advantage of potential opportunities, would be limited significantly.
We will also scale back or delay implementation of research and development of new products. Thus, the unavailability of capital could
substantially harm our business, results of operations and financial condition.

 The capital requirements necessary to implement
our business plan initiatives could pose additional risks to our business and stockholders.

 We require additional debt or equity financing
to implement our business plan and marketing strategy. Since the terms and availability of such financing depend, to a large degree, on
general economic conditions and third parties over which we have no control, we can give no assurance that we will obtain the needed financing
or that we will obtain such financing on attractive terms. In addition, our ability to obtain financing depends on a number of other factors,
many of which also are beyond our control, such as interest rates and national and local economic conditions. If the cost of obtaining
needed financing is too high or the terms of such financing are otherwise unacceptable in relation to the strategic opportunity we are
presented with, then we may decide to forego that opportunity. Additional indebtedness could increase our leverage and make us more vulnerable
to economic downturns and may limit our ability to withstand competitive pressures. Additional equity financing could result in dilution
to our stockholders.

 Our independent registered public accounting
firm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial
statements.

 Our independent registered public accounting firm
has issued its audit opinion on our consolidated financial statements appearing in our Annual Report on Form 10-K for the fiscal year
ended July 31, 2025, including an explanatory paragraph as to substantial doubt with respect to our ability to continue as a going concern.
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the
United States of America, assuming we will continue as a going concern, which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business. For the fiscal year ended July 31, 2025, our net loss allocable to common stockholders
was $1,742,691, and we had an accumulated deficit of $62,745,837 at July 31, 2025. As of July 31, 2025, we had current liabilities of
$7,004,421, current assets of $49,723, and a working capital deficit of $6,954,698. These factors raise substantial doubt about our ability
to continue as a going concern which is dependent on our ability to raise the required additional capital or debt financing to meet short
and long-term operating requirements. We may also encounter business endeavors that require significant cash commitments or unanticipated
problems or expenses that could result in a need for additional cash. Our ability to continue as a going concern is dependent upon raising
capital from financing transactions. To stay in business, we will need to raise additional capital through public or private sales of
our securities or debt financing. In the past, we have financed our operations by issuing secured and unsecured convertible debt and equity
securities in private placements, in some cases with equity incentives for the investor in the form of warrants to purchase our common
stock, and we have borrowed from related parties. We have sought, and will continue to seek, various sources of financing. If we raise
additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our current stockholders could
be reduced, and such securities might have rights, preferences, or privileges senior to our common stock. Additional financing may not
be available upon acceptable terms, or available at all. If adequate funds are not available on acceptable terms, we may not be able to
take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict our operations. If
we are unable to obtain necessary capital, we may have to cease operations. There are no additional commitments from anyone to provide
us with financing. We can provide no assurance as to whether our capital raising efforts will be successful or as to when, or if, we will
be profitable in the future. Even if we achieve profitability, we may not be able to sustain such profitability. If we are unable to obtain
financing or achieve and sustain profitability, we may have to suspend operations or sell assets, making us unable to execute our business
plan. Failure to become and remain profitable may adversely affect the market price of our common stock and our ability to raise capital
and continue operations. For additional information, see Management's Discussion and Analysis of Financial Condition and Results
of Operations – "Going Concern."

 Raising additional capital by issuing securities
or through debt financings or licensing arrangements may cause dilution to our existing stockholders, restrict our operations or require
us to relinquish rights to our technologies or product candidates on terms unfavorable to us.

 To the extent that we raise additional capital
through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of such securities may
include liquidation or other preferences that adversely affect your rights as a stockholder. Debt financing, if available, may involve
agreements that include covenants limiting or restricting our ability to take certain actions, such as incurring additional debt, making
capital expenditures or declaring dividends. If we raise additional funds through strategic partnerships with third parties, we may have
to relinquish valuable rights to our technologies or product candidates, future revenue streams, or research programs, or otherwise grant
licenses on terms that are not favorable to us. If we are unable to raise additional capital when needed, we may be required to delay,
limit, reduce or terminate our product development or commercialization efforts for our product candidates or our preclinical product
candidates, or grant rights to develop and market potential future product candidates that we would otherwise prefer to develop and market
ourselves. Any of these events could adversely affect our ability to achieve our product development and commercialization goals and have
a material adverse effect on our business, financial condition and results of operations.

 Risks Related to Our Technology, Development
and Commercialization of our Product Candidates

 Our success depends on the viability of
our business model, which is unproven and may be unfeasible.

 Our revenue and income potential are unproven.
Our business model is based on a variety of assumptions based on a growing trend in the healthcare systems in the United States and many
other countries, where we are seeing a movement towards preventative medicine that is directly decreasing general healthcare costs.

 The CardioMap, through its screening and predictive
values, is a tool, that if approved or cleared, might be implemented in this preventative approach. Considering heart disease-caused deaths
are still the number one cause of death and one of the most important healthcare costs factors, the CardioMap device has potential value
in any medical practice. If approved or cleared for marketing, it could be an ideal device, allowing insurance companies to potentially
cut costs through early diagnostic and preventative care. These assumptions may not reflect the current business and market conditions.
As a result, our operating results could differ materially from those projected under our business model, and our business model may prove
to be unprofitable. There is no guarantee that the device will be approved or cleared for commercial use.

 The Save-A-Life choking rescue device is in the
development stage and has not been approved or cleared for commercial use. Further development is required, and the final product will
require FDA approval or clearance. There is no guarantee that the device will be approved or cleared for commercial use.

 If we fail to obtain marketing authorization for
our product candidates, our business, financial condition, and results of operations will be materially adversely affected.

 There are substantial inherent risks in
attempting to commercialize newly developed products, and, as a result, we may not be able to successfully develop new products.

 We plan to conduct research and development of
health-related technologies. However, commercial feasibility and acceptance of such product candidates are unknown. Scientific research
and development require significant amounts of capital and take an extremely long time to reach commercial viability, if at all. During
the research and development process, we may experience technological barriers that we may be unable to overcome. Because of these uncertainties,
it is possible that some of our future product candidates will never be successfully developed. If we are unable to successfully develop
new products, we may be unable to generate new revenue sources or build a sustainable or profitable business.

 We will need to achieve commercial acceptance
of our products, if cleared or approved, to generate revenues and achieve profitability.

 Superior competitive products may be introduced,
or customer needs may change, which would diminish or extinguish the uses for our products, if cleared or approved. We cannot predict
when significant commercial market acceptance for our products, if cleared or approved, will develop, if at all, and we cannot reliably
estimate the projected size of any such potential market. If markets fail to accept our products, then we may not be able to generate
revenue from them. Our revenue growth and achievement of profitability will depend substantially on our ability to introduce new products
that are accepted by customers. If we are unable to cost-effectively achieve acceptance of our products by customers, or if our products
do not achieve wide market acceptance, then our business will be materially and adversely affected.

 We currently only have two product candidates,
which are still in development, and we have not obtained authorization from any regulatory agency to commercially distribute the products
in any country and we may never obtain such authorizations.

 We currently have no products authorized for commercial
distribution in the United States, Europe or any other country. We are developing the devices and pharmaceutical drugs which require
regulatory clearance or approvals. We cannot begin marketing and selling our product candidates until we obtain applicable authorizations
from the respective regulatory agency. The process of obtaining regulatory authorization is expensive and time-consuming and can vary
substantially based upon, among other things, the type, complexity and novelty of a product candidate. Changes in regulatory policy, changes
in, or the enactment of additional statutes or regulations, or changes in regulatory review for each submitted product application may
cause delays in the authorization of a product candidate or rejection of a regulatory application altogether.

 The FDA has substantial discretion in the review
process and may refuse to accept our application or may decide that our data is insufficient to grant the request and require additional pre-clinical, clinical,
or other studies. In addition, varying interpretations of the data obtained from pre-clinical and clinical testing could delay,
limit, or prevent marketing authorization from the FDA or other regulatory authorities. Any marketing authorization from the FDA we ultimately
obtain may be limited or subject to restrictions or post-market commitments that render the product candidate not commercially viable.
If our attempts to obtain marketing authorization are unsuccessful, we may be unable to generate sufficient revenue to sustain and grow
our business, and our business, financial condition, and results of operations will be materially adversely affected.

 We face significant competition in an environment
of rapid technological change, and our competitors may develop products that are more advanced or more effective than ours, which may
adversely affect our financial condition and our ability to successfully market our products.

 Our competitors in the industry are predominantly
large companies with longer operating histories than us, along with significantly easier access to capital and other resources and an
established product pipeline. There can be no assurance that we will be able to establish ourselves in our target markets, or, if established,
that we will be able to maintain our market position, if any. Our commercial opportunity may be reduced if our competitors develop new
or improved products that are more convenient, more effective or less expensive than our product candidates are. Competitors also may
obtain FDA or other regulatory marketing authorization for their products more rapidly or earlier than we may obtain marketing authorization
for ours, which could result in our competitors establishing a strong market position before we are able to enter the market.

 Risks Related to Our Reliance on Third Parties

 We expect to rely on third parties for the
worldwide marketing and distribution of our product candidates, who may not be successful in selling our products, if cleared or approved.

 We currently do not have adequate resources to
market and distribute any of our products, if cleared or approved, worldwide and expect to engage third-party marketing and distribution
companies to perform these tasks. While we believe that distribution partners will be available, we cannot assure you that the distribution
partners, if any, will succeed in marketing our products on a global basis. We may not be able to maintain satisfactory arrangements with
our marketing and distribution partners, who may not devote adequate resources to selling our products. If this happens, we may not be
able to successfully market our products, which would decrease or eliminate our ability to generate revenues.

 Our products, if cleared or approved, may
be displaced by superior products developed by third parties.

 The healthcare industry is constantly undergoing
rapid and significant change. Third parties may succeed in developing or marketing products that are more effective than those developed
or marketed by us or that would make our products obsolete or non-competitive. Additionally, researchers could develop new procedures
and medications that replace or reduce the use of our products. Accordingly, our success will depend, in part, on our ability to respond
quickly to medical and technological changes through the development and introduction of new products. We may not have the resources to
do this. If our products become obsolete and our efforts to develop new products do not result in commercially successful products, then
our sales and revenues will decline.

 We are, and will continue to be, significantly
dependent, on outside scientists and third-party research institutions for our research and development in order to be able to commercialize
our product candidates.

 We currently have a limited number of employees
and resources available to perform the research and development necessary to commercialize our product candidates and potential future
product candidates. We therefore rely, and will continue to rely, on third-party research institutions, collaborators and consultants
for this capability.

 We will depend on third parties for the
manufacture and distribution of our product candidates and products, if cleared or approved, and the loss of our third-party manufacturer
and distributor could harm our business.

 We will depend on our third-party contract manufacturing
partner to manufacture and supply our devices and drugs for clinical and commercial purposes. Additionally, we will depend on a different
third-party distribution partner to warehouse and ship our products, if cleared or approved, to customers. Our reliance on a third-party
manufacturer and a distribution provider to supply us with our drug and devices and to provide such other distribution services exposes
us to risks that could delay our sales or result in higher costs or lost product revenues. In addition, manufacturers could encounter
difficulties in securing long-lead time components, achieving volume production, quality control and quality assurance or suffer shortages
of qualified personnel, which could result in their inability to manufacture sufficient quantities of our commercially available product,
if cleared or approved, to meet market demand. Our third-party manufacturer or distributor may also fail to follow and remain in compliance
with FDA regulations which could lead to significant delays in the availability of materials for our product candidates or products, if
cleared or approved and/or FDA enforcement actions against them and/or us.

 If we are unable to obtain adequate supplies of
our product candidates and products that meet our specifications and quality standards, it will be difficult for us to compete effectively.

 We may be unable to build an effective distribution
network for our products, if cleared or approved.

 We currently have very few employees and we may
either build internal capabilities or rely on distributors to sell our products, if cleared or approved. We cannot assure you that we
will succeed in building an internal team or entering into and maintaining productive arrangements with an adequate number of distributors
that are sufficiently committed to selling our products, if cleared or approved. The establishment of a distribution network is expensive
and time consuming. As we launch new products and increase our marketing effort with respect to existing products, we will need to continue
to hire, train, retain and motivate skilled resources with significant technical knowledge. In addition, the commissions we pay for product
sales could increase over time, which would result in higher sales and marketing expenses. Furthermore, if we were to rely on distributors,
the current and potential distributors may market and sell the products of our competitors. Even if the distributors market and sell our
products, our competitors may be able, by offering higher commission payments or other incentives, to persuade these distributors to reduce
or terminate their sales and marketing efforts related to our products. The distributors may also help competitors solicit business from
our existing customers. Some of our independent distributors may likely account for a significant portion of our sales volume, and, if
we were to lose them, our sales could be adversely affected. Even if we engage and maintain suitable relationships with an adequate number
of distributors, they may not generate revenue as quickly as we expect them to, commit the necessary resources to effectively market and
sell our products, or ultimately succeed in selling our products.

 Risks Related to Intellectual Property

 We may be unable to adequately protect its
proprietary and intellectual property rights.

 Our ability to compete may depend on the superiority,
uniqueness and value of any intellectual property and technology that we may develop in the future. We intend to protect our proprietary
rights by relying on a combination of patent, trademark, copyright and trade secret laws, confidentiality agreements with our employees
and third parties, and protective contractual provisions. Despite these efforts, any of the following occurrences may reduce the value
of any of our intellectual property:

 The market for our products and services may depend to a significant extent upon the goodwill associated with its trademarks and trade names, and its ability to register its intellectual property under U.S. federal and state law.

 Patents in the medical device industry involve complex legal and scientific questions and patent protection may not be available for some or any products;

 Our applications for trademarks and copyrights relating to our business may not be granted and, if granted, may be challenged or invalidated.

 Issued patents, trademarks and registered copyrights may not provide us with competitive advantages.

 Our efforts to protect our intellectual property rights may not be effective in preventing misappropriation of any of our products or intellectual property.

 Our efforts may not prevent others from the development and design of products similar to, competitive with, or superior to, those we develop.

 Another party may obtain a blocking patent and we would need to either obtain a license or design around the patent in order to continue to offer the contested feature or service in our products.

 The expiration of patent or other intellectual property protections for any assets owned by us could result in significant competition, potentially at any time and without notice, resulting in a significant reduction in sales. The effect we will experience from the loss of these protections on us and our financial results will depend, among other things, upon the nature of the market and the position of our products in the market from time to time, the growth of the market, the complexities and economics of manufacturing a competitive product and regulatory approval requirements, which could cause a material and adverse impact on our business. We may be forced to litigate to defend our intellectual property rights, or to defend against claims by third parties against us relating to intellectual property rights.

 We may not be able to protect intellectual
property that we hope to acquire, which could adversely affect our business.

 The companies that we hope to acquire may rely
on patent, trademark, trade secret, and copyright protection to protect their technology. We believe that technological leadership can
be achieved through additional factors such as the technological and creative skills of our personnel, new product developments, frequent
product enhancements, name recognition, and reliable product maintenance. Nevertheless, our ability to compete effectively depends in
part on our ability to develop and maintain proprietary aspects of our technology, such as patents. We may not secure future patents;
and patents that we may secure may become invalid or may not provide meaningful protection for our product innovations. In addition, the
laws of some foreign countries do not protect intellectual property rights to the same extent as the United States. Furthermore, there
can be no assurance that competitors will not independently develop similar products, "reverse engineer" our products, or,
if patents are issued to us, design around such patents. We also expect to rely upon a combination of copyright, trademark, trade secret,
and other intellectual property laws to protect our proprietary rights by entering into confidentiality agreements with our employees,
consultants, and vendors, and by controlling access to and distribution of our technology, documentation and other proprietary information.
There can be no assurance, however, that the steps to be taken by us will not be challenged, invalidated, or circumvented, or that the
rights granted thereunder will provide a competitive advantage to us. Any such circumstance could have a material adverse effect on our
business, financial condition and results of operations. While we are not currently engaged in any intellectual property litigation or
proceedings, there can be no assurance that we will not become so involved in the future or that our products do not infringe any intellectual
property or other proprietary right of any third party. Such litigation could result in substantial costs, the diversion of resources
and personnel, and significant liabilities to third parties, any of which could have a material adverse effect on our business.

 We may not be able to protect our trade
names and domain names.

 We may not be able to protect our trade names
and domain names against all infringers, which could decrease the value of our brand name and proprietary rights. We currently hold the
Internet domain name Odyssey Health, Inc. Domain names are generally regulated by Internet regulatory bodies, are subject to change, and,
in some cases, may be superseded, in some cases by bylaws, rules and regulations governing the registration of trade names and trademarks
with the United States Patent and Trademark Office as well as other common law rights. If the domain registrars are changed, if new ones
are created, or if we are deemed to be infringing upon another's trade name or trademark, we may be unable to prevent third parties
from acquiring or using, as the case may be, our domain name, trade names or trademarks, which could adversely affect our brand name and
other proprietary rights.

 We may be forced to litigate to enforce
or defend our intellectual property rights, to protect our trade secrets or to determine the validity and scope of other parties'
proprietary rights.

 Any such litigation could be very costly and could
distract management from focusing on operating our business. The existence and/or outcome of any such litigation could harm our business.
We may become subject to litigation, including for possible product liability claims, which may have a material adverse effect on our
reputation, business, results from operations, and financial condition. We may be named as a defendant in a lawsuit or regulatory action.
We may also incur uninsured losses for liabilities which arise in the ordinary course of business, or which are unforeseen, including,
but not limited to, employment liability and business loss claims. Any such losses could have a material adverse effect on our business,
results of operations, sales, cash flow or financial condition. Further, the administration of medical substances to humans can result
in product liability claims by consumers. Product liability claims can be expensive, difficult to defend and may result in large judgments
or settlements against us. We may not be able to obtain or maintain adequate insurance or other protection against potential liabilities
arising from product sales. Product liability claims could also result in negative perception of our products or other reputational damage
which could have a material adverse effect on our business, results of operations, sales, cash flow or financial condition.

 If our intellectual property protection
is inadequate, competitors may gain access to our technology and undermine our competitive position.

 We regard our intended and future intellectual
property as important to our success, and we intend to rely on patent law to protect our proprietary rights. Despite our precautions,
unauthorized third parties may copy certain portions of our devices or products or reverse engineer or obtain and use information that
we regard as proprietary. We may seek additional patents in the future. We do not know if any future patent application will be issued
with the scope of the claims we seek, if at all or whether any patents we receive will be challenged or invalidated. Thus, we cannot assure
you that any intellectual property rights that we may receive can be successfully asserted in the future or that they will not be invalidated,
circumvented or challenged. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent, as do
the laws of the United States. Our means of protecting any proprietary rights we may receive in the United States or abroad may not be
adequate and competitors may independently develop a similar technology. Any failure to protect our proprietary information and any successful
intellectual property challenges or infringement proceedings against us could have a material adverse effect on our business, financial
condition and results of operations.

 We may be subject to various litigation
claims and legal proceedings, including intellectual property litigation, such as patent infringement claims, which could adversely affect
our business.

 We, as well as our directors and officers, may
be subject to claims or lawsuits. These lawsuits may result in significant legal fees and expenses and could divert management's
time and other resources. If the claims contained in these lawsuits are successfully asserted against us, we could be liable for damages
and be required to alter or cease portions of our business practices or product lines. Any of these outcomes could cause our business,
financial performance and cash position to be negatively impacted.

 Additionally, our commercial success will also
depend, in part, on not infringing on the patents or proprietary rights of others. There can be no assurance that the technologies and
products used or developed by us will not infringe such rights. If such infringement occurs and we are not able to obtain a license from
the relevant third party, we will not be able to continue the development, manufacture, use, or sale of any such infringing technology
or product. There can be no assurance that necessary licenses to third-party technology will be available at all or on commercially reasonable
terms. In some cases, litigation or other proceedings may be necessary to defend against or assert claims of infringement or to determine
the scope and validity of the proprietary rights of third parties. Any potential litigation could result in substantial costs to, and
diversion of, our resources and could have a material and adverse impact on us.

 An adverse outcome in any such litigation or proceeding
could subject us to significant liabilities, require us to cease using the subject technology or require us to license the subject technology
from the third party, all of which could have a material adverse effect on our business.

 Risks Related to Government Regulation

 Our products are subject to substantial
federal and state regulations.

 Our research and development activities and the
manufacturing and marketing of our product candidates and products, if cleared or approved, are subject to the laws, regulations, and
guidelines in the United States and other countries in which the products will be marketed. Specifically, in the United States, the FDA
regulates, among other areas, new medical device clearances and approvals and the development and commercialization of prescription drugs.

 Obtaining FDA marketing authorization will
be costly, may result in time-consuming delays and will subject us to ongoing compliance costs and regulatory risk for non-compliance.

 Obtaining FDA marketing authorization, through
clearance, or pre-market approval ("PMA") for medical devices and approval of drugs can be expensive and uncertain, can take
years, and require detailed and comprehensive scientific and clinical data. Notwithstanding the expense, these efforts may never result
in FDA authorization. Even if we were to obtain regulatory authorization, it may not be for the uses we intended or which are commercially
attractive, in which case we would not be permitted to market our product for those uses.

 The FDA can delay, limit or deny authorization
of a device or drug for many reasons, including:

 our inability to demonstrate to the FDA's satisfaction that our product candidate is safe and effective for its intended users;

 the data from our pre-clinical studies and clinical trials may be insufficient to support authorization, where required; and

 the manufacturing process or facilities we use may not meet applicable requirements.

 In addition, the FDA may change its authorization
policies, adopt additional regulations or revise existing regulations, or take other actions, which may prevent or delay marketing authorization
of our product candidates under development. Any delay in, or failure to receive or maintain clearance or approval for our product candidates,
could prevent us from generating revenue from our products, if cleared or approved, and could adversely affect our business operations
and financial results.

 Even if granted, a 510(k) clearance, de novo classification
and clearance, or pre-market approval for any future product may place substantial restrictions on how our device or drug is marketed
or sold, and the FDA will continue to place considerable restrictions on our products and operations. The manufacture, distribution and
sale of medical devices and drugs must comply with extensive laws and regulations, including those relating to registration and listing,
labeling, marketing, complaint handling, adverse event and medical device reporting, reporting of corrections and removals, and import
and export. If we or our facilities or those of our manufacturers or suppliers are found to be in violation of applicable laws and regulations,
or if we or our manufacturers or suppliers fail to take satisfactory corrective action in response to an adverse inspection, the regulatory
authority could take enforcement action, including any of the following sanctions:

 untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties;

 customer notifications of repair, replacement, refunds, detention or seizure of our products;

 product recalls;

 operating restrictions, partial suspension or total shutdown of production;

 refusing or delaying requests for marketing authorization of new products or modified products;

 withdrawing marketing authorizations that have already been granted;

 refusing to provide Certificates for Foreign Governments;

 refusing to grant export approval for our products; or

 pursuing criminal prosecution.

 Additionally, the FDA and other regulatory authorities
have broad enforcement powers. Regulatory enforcement or inquiries, or other increased scrutiny on us, could affect the perceived safety
and efficacy of our product candidate and dissuade our customers from using our product candidate, if and when it is authorized for marketing.

 We have and may continue to encounter substantial
delays in planned clinical trials, or our planned clinical trials for other indications may fail to demonstrate the safety and efficacy
of our product candidates to the satisfaction of applicable regulatory authorities.

 While we currently have no ongoing clinical trials,
we will need to conduct further clinical trials. Clinical trials are complex, expensive, time consuming, uncertain as to outcome and are
subject to substantial and unanticipated delays. Before we may begin clinical trials, if required, for one of our medical device product
candidates and if the clinical trial is determined to present a significant risk, we will be required to submit and obtain approval for
an investigational device exemption, or IDE, that describes, among other things, the manufacture of, and controls for, the device and
a complete investigational plan. Clinical trials generally involve a substantial number of patients in a multi-year study.

 For our pharmaceutical product candidates, we
are required to submit an Investigational New Drug Application, or IND, the contents of which are subject to discussions with the FDA
and include, among other things, results of preclinical studies and other testing, manufacturing information, proposed clinical trial
protocols and a general investigational plan. We cannot begin any clinical trials in the United States until 30 days after the IND has
been accepted by the FDA. Clinical trials involve the administration of the investigational product to human subjects under the supervision
of qualified investigators in accordance with current Good Clinical Practices, or cGCPs, which include the requirement that all research
subjects provide their informed consent for their participation in any clinical study. Clinical trials are conducted under protocols detailing,
among other things, the objectives of the study, the parameters to be used in monitoring the safety and the effectiveness of criteria
to be evaluated. A separate submission to the existing IND must be made for each successive clinical trial conducted during product development
and for any subsequent protocol amendments. Furthermore, an independent Investigational Review Board ("IRB"), for each site
proposing to conduct the clinical trial must review and approve the plan for any clinical trial and its informed consent form before the
clinical trial begins at that site and must monitor the study until completed. Regulatory authorities, the IRB or the sponsor may suspend
a clinical trial at any time on various grounds, including a finding that the subjects are being exposed to an unacceptable health risk
or that the clinical trial is unlikely to meet its stated objectives. Some studies also include oversight by an independent group of qualified
experts organized by the clinical study sponsor, known as a data safety monitoring board, which may review data and endpoints at designated
check points, make recommendations and/or halt the clinical trial if it determines that there is an unacceptable safety risk for subjects
or other grounds, with respect to the foregoing, such as an inadequate demonstration of efficacy. There are also requirements governing
the reporting of ongoing clinical studies and clinical study results to public registries.

 Human clinical trials are typically conducted
in three sequential phases that may overlap or be combined:

 Phase One: The product candidate is initially introduced into healthy human subjects or patients with the target disease or condition. These studies are designed to test the safety, dosage tolerance, absorption, metabolism, and distribution of the investigational product in humans, the side effects associated with increasing doses, and, if possible, to gain early evidence on effectiveness;

 Phase Two: The product
 candidate is administered to a limited patient population with a specified disease or condition to evaluate the preliminary
 efficacy, optimal dosages, and dosing schedule and to identify possible adverse side effects and safety risks. Multiple Phase Two
 clinical trials may be conducted to obtain information prior to beginning Phase Three;

 Phase Three: The product candidate is administered to an expanded patient population to further evaluate dosage, to provide statistically significant evidence of clinical efficacy and to further test for safety, generally at multiple geographically dispersed clinical trial sites. These clinical trials are intended to establish the overall risk.

 Post-approval clinical trials, sometimes referred to as Phase Four studies, may be conducted after initial marketing approval. These clinical trials are used to gain additional experience from the treatment of patients in the intended therapeutic indication. In certain instances, the FDA may mandate the performance of Phase 4 clinical trials as a condition of approval of an NDA.

 Because we do not have the infrastructure necessary
to conduct clinical trials, we will have to hire one or more contract research organizations, or CROs, to conduct trials on our behalf.
CRO contract negotiations may be costly and time consuming and we will rely heavily on the CRO to ensure that our trials are conducted
in accordance with regulatory and industry standards. We may encounter problems with our clinical trials and any of those problems could
cause us or the FDA to suspend those trials or delay the analysis of the data derived from them. Moreover, any failure to abide by the
applicable regulatory requirements by us, our CROs, and/or clinical trial sites may result in regulatory enforcement action against such
third parties or us.

 We cannot guarantee that clinical trials will
be conducted as planned or completed on schedule, if at all. A failure of one or more clinical trials can occur at any stage of testing.
Delays can be costly and could negatively affect our ability to complete a clinical trial and may allow our competitors to bring products
to market before we do, which could impair our ability to receive marketing authorization and successfully commercialize our products.
If we are unable to complete such planned clinical trials, or are unsuccessful in doing so, we may be unable to advance our product candidates
to regulatory authorization and commercialization, which would harm our business, financial condition, and results of operations.

 We may be substantially dependent on third
parties to conduct our clinical trials.

 Since we may conduct clinical trials to obtain
FDA marketing authorization, we will need to rely heavily on third parties over the course of our clinical trials, and as a result will
have limited control over the clinical investigators and limited visibility into their day-to-day activities. Nevertheless,
we are responsible for ensuring that each of our studies is conducted in accordance with the applicable protocol and legal, regulatory
and scientific standards, and our reliance on third parties does not relieve us of our regulatory responsibilities. We and the foregoing
third parties are required to comply with current good clinical practices, or cGCPs, which are regulations and guidelines enforced by
the FDA and comparable foreign regulatory authorities for product candidates in clinical development. Regulatory authorities enforce these
cGCPs through periodic inspections of trial sponsors, principal investigators, and trial sites. If we or any of these third parties fail
to comply with applicable cGCP regulations, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or
comparable foreign regulatory authorities may require us to perform additional nonclinical or clinical trials before approving our marketing
applications or may subject them or us to regulatory enforcement actions. We cannot be certain that, upon inspection, such regulatory
authorities will determine that any of our clinical trials comply with the cGCP regulations. In addition, our clinical trials may be required
to be conducted with a large number of test patients. Our failure or any failure by these third parties to comply with these regulations,
or to recruit a sufficient number of patients may require us to repeat clinical trials, which would delay the regulatory marketing authorization
process. Moreover, our business may be implicated if any of these third parties violate federal or state fraud and abuse or false claims
laws and regulations or healthcare privacy and security laws.

 Any third parties conducting our clinical trials
are not and will not be our employees and, except for remedies available to us under our agreements with such third parties, we cannot
control whether or not they devote sufficient time and resources to our ongoing preclinical, clinical, and nonclinical programs. These
third parties may also have relationships with other commercial entities, including our competitors, for whom they may also be conducting
clinical studies or other development activities, which could affect their performance on our behalf. If these third parties do not successfully
carry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced, or if the quality or accuracy
of the clinical data they obtain is compromised due to the failure to adhere to our clinical protocols or regulatory requirements or for
other reasons, our clinical trials may be extended, delayed, or terminated and we may not be able to complete development of, obtain regulatory
marketing authorization of or successfully commercialize our product candidates. As a result, our financial results and the commercial
prospects for our product candidates would be harmed, our costs could increase, and our ability to generate revenue could be delayed.

 If any of our relationships terminate with these
third-party CROs, we may not be able to enter into arrangements with alternative CROs or do so on commercially reasonable terms. Switching
or adding additional CROs involves additional cost and requires management time and focus. In addition, there is a natural transition
period when a new CRO begins work. As a result, delays occur, which can materially affect our ability to meet our desired clinical development
timelines. Though we carefully manage our relationships with our CROs, there can be no assurance that we will not encounter similar challenges
or delays in the future or that these delays or challenges will not have a material adverse impact on our business, financial condition,
and prospects.

 We may be required to suspend or discontinue
clinical trials due to side effects or other safety risks that could preclude approval of our products.

 Our clinical trials may be suspended at any time
for a number of reasons. We may voluntarily suspend or terminate our clinical trials if at any time we believe that they present an unacceptable
risk to participants. In addition, regulatory agencies may order the temporary or permanent discontinuation of our clinical trials at
any time if they believe that the clinical trials are not being conducted in accordance with applicable regulatory requirements or that
they present an unacceptable safety risk to participants.

 If we are unable to obtain a reimbursement
code from the U.S. Department of Health and Human Services so that our devices or drugs, following receipt of marketing authorization
are covered under Medicare and Medicaid, this could have a negative impact on our intended sales and would have a material adverse effect
on our business, financial condition and operating results.

 We plan to submit an application to the U.S. Department
of Health and Human Services for a reimbursement code so that our devices and drugs are covered under Medicare and Medicaid following
receipt of marketing authorization. However, there can be no assurance that our application will be successful, or that we will be able
to obtain a reimbursement code in a timely manner. In the event that we do not obtain a reimbursement code, our customers may be unable
to obtain reimbursement for their purchases under private or government-sponsored insurance plans, which could have a negative impact
on our sales and have a material adverse effect on our business, financial condition and operating results.

 If we fail to comply with healthcare laws,
we could face substantial penalties and financial exposure, and our business, operations and financial condition could be adversely affected.

 We do not have a product available for sale in
the United States. If, however, we achieve this goal, the availability of payments from Medicare, Medicaid or other third-party payers
would mean that many healthcare laws would place limitations and requirements on the manner in which we conduct our business, including
our sales and promotional activities and interactions with healthcare professionals and facilities. In some instances, our interactions
with healthcare professionals and facilities that occurred prior to commercialization (e.g., the granting of stock options) could have
implications at a later date. The laws that may affect our ability to operate include, among others: (i) the federal healthcare programs
Anti-Kickback Statute, which prohibits, among other things, persons from knowingly and willfully soliciting, receiving, offering or paying
remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual for, or the purchase, order or
recommendation of, any good or service for which payment may be made under federal healthcare programs such as Medicare or Medicaid, (ii) federal
false claims laws which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims
for payment from Medicare, Medicaid, or other third-party payers that are false or fraudulent, and which may apply to entities like us
if we provide coding and billing advice to customers, or under theories of "implied certification" where the government and qui
tam relators may allege that device companies are liable where a product that was paid for by the government in whole or in part
was promoted "off-label," lacked necessary marketing authorization, or failed to comply with good manufacturing
practices or other laws; (iii) transparency laws and related reporting and/or disclosures such as the Sunshine Act; and/or (iv) state
law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed
by any third-party payer, including commercial insurers, many of which differ from their federal counterparts in significant ways, thus
complicating compliance efforts.

 If our operations are found to be in violation
of any of the laws described above or any other governmental regulations that apply to us, we may be subject to penalties, including civil
and criminal penalties, exclusion from participation in government healthcare programs, damages, fines and the curtailment or restructuring
of our operations. Any penalties, damages, fines, curtailment or restructuring of our operations could adversely affect our ability
to operate our business and our financial results. The risk of our being found in violation of these laws is increased by the fact that
their provisions are open to a variety of evolving interpretations and enforcement discretion. Any action against us for violation of
these laws, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management's
attention from the operation of our business.

 Our communications regarding product candidates,
even while in development, are subject to extensive government scrutiny. We may be subject to governmental, regulatory and other
legal proceedings related to advertising, promotion, and marketing, and communications with study subjects and healthcare professionals,
which could have a significant negative effect on our business.

 We are subject to governmental oversight and associated
civil and criminal enforcement relating to advertising, promotion, and marketing, and such enforcement is evolving and intensifying. Communications
regarding our products in development and regarding our clinical trials may subject us to enforcement if they do not comply with applicable
laws and regulations. In the United States, we are potentially subject to enforcement from the FDA, other divisions of the Department
of Health and Human Services, the U.S. Federal Trade Commission, the Department of Justice, and state and local governments. Other parties,
including private plaintiffs, are also commonly bringing suit against pharmaceutical and medical device companies. We may be subject to
liability based on the actions of individual employees and third-party contractors carrying out activities on our behalf.

 U.S. legislative or FDA regulatory reforms
may make it more difficult and costly for us to obtain regulatory approval of our product candidates and to manufacture, market and distribute
our products after marketing authorization is obtained.

 From time to time, legislation is drafted and
introduced in Congress that could significantly change the statutory provisions governing the regulatory approval, manufacture and marketing
of regulated products or the reimbursement thereof. In addition, FDA regulations and guidance are often revised or reinterpreted by the
FDA in ways that may significantly affect our business and our products. Any new regulations or revisions or reinterpretations of existing
regulations may impose additional costs or lengthen review times of future products. In addition, FDA regulations and guidance are often
revised or reinterpreted by the agency in ways that may significantly affect our business and our products. It is impossible to predict
whether legislative or FDA regulation changes will be enacted, or whether guidance or interpretations will change, and what the impact
of such changes, if any, may be.

 Risks Related to our Business Operations

 Failure to implement our business strategy
could adversely affect our operations.

 Our financial position, liquidity and results
of operations depend on our management's ability to execute our business strategy. Key factors involved in the execution of the
business strategy include:

 continued access to significant funding and liquidity sources;

 acquisition of new technologies;

 completion of research and development of existing technologies;

 obtaining the required regulatory clearances or approvals from the FDA;

 commercialization of technologies.

 Our failure or inability to execute any element
of our business strategy could materially adversely affect our financial position, liquidity and results of operations.

 If our expenses are greater than anticipated,
then we will have fewer funds with which to pursue our plan of operations and our financing requirements will be greater than anticipated.

 We may find that the costs of carrying out our
plan of operations are greater than we anticipate. We expect our expenses to increase over time in connection with our ongoing activities,
particularly if and as we invest in marketing and distribution capabilities in support of developing and potentially commercializing our
products in the U.S., if cleared or approved; make improvements to product design; conduct clinical or other trials of the products, subject
to discussion with the FDA; pursue regulatory clearances and approvals; maintain, expand and protect our intellectual property portfolio;
engage third party manufacturers; and add additional personnel. Increased operating costs may cause the amount of financing that we require
to increase. Investors may be more reluctant to provide additional financing if we cannot demonstrate that we can control our operating
costs. There is no assurance that additional financing required as a result of our operating costs being greater than anticipated will
be available to us. If we do not control our operating expenses, then we will have fewer funds with which to carry out our plan of operations,
which could result in the failure of our business.

 Conducting any future clinical trials of
our product candidates and any future commercial sales of a product candidate may expose us to expensive product liability claims, and
we may not be able to maintain product liability insurance on reasonable terms or at all and may be required to limit commercialization
of our product candidates.

 We face an inherent risk of product liability
as a result of the preclinical and future clinical testing of our product candidates and will face an even greater risk when and if we
commercialize any products. For example, we may be sued if our product candidates cause or are perceived to cause injury or are found
to be otherwise unsuitable during preclinical or clinical testing, manufacturing, marketing or sale. Any such product liability claims
may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence,
strict liability or a breach of warranties. Claims could also be asserted under state consumer protection acts. If we cannot successfully
defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit testing and commercialization
of our product candidates. Even successful defense would require significant financial and management resources. Regardless of the merits
or eventual outcome, liability claims may result in:

 decreased or interrupted demand for our products;

 injury to our reputation;

 withdrawal of clinical trial participants and inability to continue our clinical trials;

 initiation of investigations by regulators;

 costs to defend the related litigation;

 a diversion of management time and our resources;

 substantial monetary awards to trial participants or patients;

 product recalls, withdrawals or labeling, marketing or promotional restrictions;

 loss of revenue;

 exhaustion of any available insurance and our capital resources;

 the inability to commercialize any product candidate; and

 a decline in our share price.

 Our inability to obtain sufficient product liability
insurance at an acceptable cost to protect against potential product liability claims could prevent or inhibit the commercialization of
products we develop, alone or with collaborators. Our insurance policies may have various exclusions, and we may be subject to a product
liability claim for which we have no coverage. We may have to pay any amounts awarded by a court or negotiated in a settlement that exceed
our coverage limitations or that are not covered by our insurance, and we may not have, or be able to obtain, sufficient capital to pay
such amounts. Even if our agreements with any future corporate collaborators entitle us to indemnification against losses, such indemnification
may not be available or adequate should any claim arise.

 We currently do not maintain product liability
insurance as we do not have marketed products. At the time we require it, we may be unable to maintain sufficient product liability insurance.

 We may incur product liability for products sold
through our distribution chain. Consumers may sue if products sold through our distribution chain or purchased through our websites are
defective or injure the user. This type of claim could require us to spend significant time and money in litigation or to pay significant
damages. At this time, we carry no product liability insurance. As a result, any legal claims, whether or not successful, could seriously
damage our reputation and business.

 If we are successful in acquiring and developing
medical products and as we grow our business, our inability to manage such growth could harm our business.

 Our success will depend, in part, on our ability
to effectively manage our growth and expansion. Any growth in, or expansion of, our business is likely to continue to place a significant
strain on our management and administrative resources, infrastructure and systems. In order to succeed, we will need to continue to implement
management information systems and improve our operating, administrative, financial and accounting systems and controls. We will also
need to train new employees and maintain close coordination among our executive, accounting, finance and operations organizations. These
processes are time consuming and expensive, will increase management responsibilities and will divert management attention. Our inability
or failure to manage our growth and expansion effectively could substantially harm our business and adversely affect our operating results
and financial condition.

 We may indemnify our directors and officers
against liability to us and our stockholders, and such indemnification could increase our operating costs.

 Our bylaws allow us to indemnify our directors
and officers against claims associated with carrying out the duties of their offices. Our bylaws also allow us to reimburse them for the
costs of certain legal defenses. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to our directors, officers or control persons, we have been advised by the SEC that such indemnification is against public policy and
is therefore unenforceable. Since our directors and officers are aware that they may be indemnified for carrying out the duties of their
offices, they may be less motivated to meet the standards required by law to properly carry out such duties, which could increase our
operating costs. Further, if our directors and officers file a claim against us for indemnification, the associated expenses also could
increase our operating costs.

 We are a "smaller reporting company"
under federal securities laws and we cannot be certain whether the reduced reporting requirements applicable to such companies will make
our common stock less attractive to investors.

 We are a "smaller reporting company"
under federal securities laws. For as long as we continue to be a smaller reporting company, we may take advantage of exemptions from
various reporting requirements that are applicable to other public companies, including reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements. We will remain a smaller reporting company so long as our public float remains
less than $250 million as of the last business day of our most recently completed second fiscal quarter. We cannot predict if investors
will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive
as a result, there may be a less active trading market for our common stock and our stock price may decline or be more volatile.

 If we fail to develop or maintain an effective
system of internal controls, we may not be able to accurately report our financial results or prevent financial fraud. As a result, current
and potential stockholders could lose confidence in our financial reporting.

 We are subject to the risk that sometime in the
future our independent registered public accounting firm could communicate to the board of directors that we have deficiencies in our
internal control structure that they consider to be "significant deficiencies." A "significant deficiency" is
defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is more than a
remote likelihood that a material misstatement of the entity's financial statements will not be prevented or detected by the entity's
internal controls.

 Effective internal controls are necessary for
us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud,
we could be subject to regulatory action or other litigation and our operating results could be harmed. We are required to document and
test our internal control procedures to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley
Act," or "SOX"), which requires our management to annually assess the effectiveness of our internal control over financial
reporting.

 We currently are not an "accelerated filer"
as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended. Section 404 of the Sarbanes-Oxley Act of 2002 ("Section
404") requires us to include an internal control report with our Annual Report on Form 10-K. That report must include management's
assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year. This report must also
include disclosure of any material weaknesses in internal control over financial reporting that we have identified. As of July 31, 2025,
management assessed the effectiveness of our internal control over financial reporting based on SEC guidance on conducting such assessments
and on the criteria for effective internal control over financial reporting established in Internal Control and Integrated Framework,
issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Management concluded, during the
year ended July 31, 2025, that our internal controls and procedures were not effective to detect the inappropriate application of United
States Generally Accepted Accounting Principles ("GAAP") rules. Management realized there were deficiencies in the design
or operation of our internal control that adversely affected our internal control, which management considers to be material weaknesses.
A material weakness in the effectiveness of our internal control over financial reporting may increase the chance of fraud and the loss
of customers, reduce our ability to obtain financing, and require additional expenditures to comply with these requirements. Any of these
consequences could have a material adverse effect on our business, results of operations and financial condition. For additional information,
see Item 9A – Controls and Procedures.

 It may be time-consuming, difficult, and costly
for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire
additional financial reporting, internal controls, and other finance personnel in order to develop and implement appropriate internal
controls and reporting procedures. If we are unable to comply with the internal control requirements of the Sarbanes-Oxley Act, then we
may not be able to obtain the independent accountant certifications required by such act, which may preclude us from keeping our filings
with the SEC current.

 If we are unable to maintain the adequacy of our
internal controls, as those standards are modified, supplemented, or amended from time to time, we may not be able to ensure that we may
conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Failure
to achieve and maintain an effective internal control environment could cause us to face regulatory action and cause investors to lose
confidence in our reported financial information, either of which could adversely affect the value of our common stock.

 Our Articles of Incorporation provide that
certain proceedings may only be instituted in the District Courts of Nevada, which may prevent or delay such proceedings and will increase
the costs to enforce stockholder rights.

 Our Articles of Incorporation provide that the
following actions and proceedings may only be brought in the courts located in the State of Nevada: (i) derivative actions brought on
behalf of the company, (ii) any action asserting breach of fiduciary duty by the directors or officers, (iii) any action brought under
the Business Associations, Securities and Commodities statutes of the State of Nevada, and (iv) actions asserting a claim under the internal
affairs doctrine. No court has determined that such provisions are enforceable in Nevada, and we may be forced to defend proceedings brought
in other states if such provision is ruled unenforceable. If enforceable, claims covered by this provision may be maintained in the courts
of the State of Nevada only if such courts have personal jurisdiction over the defendants. If the State of Nevada does not have personal
jurisdiction over any named defendant, this provision may have the effect of preventing the prosecution of any claim. Additionally, stockholders
may initiate such actions only in the State of Nevada, stockholders will be required to incur additional costs and expense such as engaging
legal counsel authorized to practice in Nevada. Moreover, the laws of the State of Nevada may be more favorable to us or our management
than the laws of the state in which any stockholder resides.

 Our certificate of incorporation allows
our board to create new series of preferred stock without approval by our stockholders, which could adversely affect the rights of the
holders of our common stock.

 Our board of directors has the authority to fix
and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred
stock without stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock granting
holders a preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the
holders of common stock, and the right to redemption of the shares, together with a premium prior to the redemption of our common stock.
In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our
common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result
in dilution to our existing stockholders.

 Our inability to retain and properly insure
against the loss of the services of our chief executive officer and other key personnel may harm our business and impede the implementation
of our business strategy.

 Our future success depends significantly on the
skills and efforts of Joseph Michael Redmond, President, CEO and Director and other key personnel. The loss of the services of any of
these individuals could harm our business and operations. In addition, we have not obtained key person life insurance on any of our key
employees. If any of our executive officers or key employees left or were seriously injured and unable to work and we were unable to find
a qualified replacement and/or to obtain adequate compensation for such loss, we may be unable to manage our business, which could harm
our operating results and financial condition.

 We are heavily dependent upon the ability
and expertise of our management team and the loss of such individuals could have a material adverse effect on our business, operating
results or financial condition.

 We currently have a very small management team.
Our success is dependent upon the ability, expertise and judgment of our senior management. While employment agreements are customarily
used as a primary method of retaining the services of key employees, these agreements cannot assure the continued services of such employees.
Any loss of the services of such individuals could have a material adverse effect on our business, operating results or financial condition.

 People who provide services for us on a
part-time consulting basis may be subject to conflicts of interest.

 We engage people who provide services to us as
part-time consultants. Each may devote part of their working time to other business endeavors, including consulting relationships with
other corporate entities, and may have responsibilities to these other entities. Because of these relationships, some of the persons who
provide services to us may be subject to conflicts of interest. Such conflicts may include deciding how much time to devote to our affairs,
as well as what business opportunities should be presented to us.

 Our inability to attract, train and retain
additional qualified personnel may harm our business and impede the implementation of our business strategy.

 We may need to attract, integrate, motivate and
retain personnel with specific qualifications in the future. Competition for these individuals in our industry and geographic region is
intense, and we may be unable to attract, assimilate or retain such highly qualified personnel in the future. Our business cannot continue
to grow if we are unable to attract such qualified personnel. Our failure to attract and retain highly trained personnel that are essential
to our business may limit our growth rate, which would harm our business and impede the implementation of our business strategy.

 We participate in transactions and make
tax calculations for which the ultimate tax determination may be uncertain.

 We participate in many transactions and make tax
calculations during the course of our business for which the ultimate tax determination is uncertain. While we believe we maintain provisions
for uncertain tax positions that appropriately reflect our risk, these provisions are made using estimates of the amounts expected to
be paid based on a qualitative assessment of several factors. It is possible that liabilities associated with one or more transactions
may exceed our provisions due to audits by, or litigation with, relevant taxing authorities which may materially adversely affect our
financial condition and results of operations.

 Our ability to use net operating losses
to offset future taxable income may be subject to certain limitations.

 Under Section 382 of the Internal Revenue
Code of 1986, as amended, or the Code, substantial changes in a corporation's ownership may limit the amount of net operating losses,
or NOLs, that can be utilized annually in the future to offset the corporation's (and the corporation's affiliates')
U.S. federal and state taxable income. Specifically, this limitation may arise in the event of a cumulative change in ownership of more
than 50% within any three-year period. The amount of the annual limitation is determined based on the value of the corporation that underwent
the ownership change, immediately before the ownership change. Subsequent ownership changes may further affect any limitation in future
years (including by way of exercising of warrants).

 Challenges to our tax positions in U.S.
or non-U.S. jurisdictions, the interpretation and application of recent U.S. tax legislation or other changes in U.S. or non-U.S.
taxation of our operations could harm our business, revenue and financial results.

 We operate, or intend to operate, in a number
of tax jurisdictions, including in the United States at the federal, state and local levels, and in Australia, and we therefore are or
will be subject to review and potential audit by tax authorities in these various jurisdictions. Significant judgment is required in determining
our worldwide provision for income taxes and other tax liabilities. Tax authorities may disagree with tax positions we take and challenge
our tax positions. Successful unilateral or multi-jurisdictional actions by various tax authorities may increase our worldwide effective
tax rate, result in additional taxes or other costs or have other material consequences, which could harm our business, revenue and financial
results.

 Our effective tax rate may also change from year
to year or vary materially from our expectations based on changes or uncertainties in the mix of activities and income allocated or earned
among various jurisdictions in the US, changes in tax laws and the applicable tax rates in these jurisdictions (including future tax laws
that may become material), tax treaties between countries, our eligibility for benefits under those tax treaties and the valuation of
deferred tax assets and liabilities. Such changes could result in an increase in the effective tax rate applicable to all or a portion
of our income, impose new limitations on deductions, credits or other tax benefits or make other changes that may adversely affect our
business, cash flows or financial performance. For example, if we are unable to fully realize the benefit of interest expense incurred
in future periods as a result of recent tax law changes (as discussed below), we may need to recognize a valuation allowance on any related
deferred tax assets, which would impact our annual effective income tax rate.

 Investors could lose confidence in our financial
reports, and the value of our common stock may be adversely affected, if our internal controls over financial reporting are found not
to be effective by management or by our independent registered public accounting firm.

 As long we remain a non-accelerated filer,
we are exempt from the attestation requirement in the assessment of our internal control over financial reporting by our independent auditors
pursuant to section 404(b) of the Sarbanes-Oxley Act of 2002 but are required to make our own internal assessment of the effectiveness
of our internal controls over financial reporting. The existence of one or more material weaknesses could affect the accuracy and timing
of our financial reporting. Investors could lose confidence in our financial reports, and the value of our common stock may be harmed,
if our internal controls over financial reporting are found not to be effective by management or by our independent registered public
accounting firm.

 Our business and operations would suffer
in the event of computer system failures, cyber-attacks or a deficiency in our cyber-security.

 Despite the implementation of security measures,
our internal computer systems, and those of third parties on which we rely, are vulnerable to damage from computer viruses, malware, natural
disasters, terrorism, war, telecommunication and electrical failures, cyber-attacks or cyber-intrusions (including ransomware attacks)
over the Internet, attachments to emails, persons inside our organization, or persons with access to systems inside our organization.
No network or system can ever be completely secure, and the risk of a security breach or disruption, particularly through cyber-attacks
or cyber intrusion, including, but not limited to, computer hackers, foreign governments, and cyber terrorists, have generally increased
as the number, intensity and sophistication of attempted attacks, and intrusions from around the world have increased. If such an event
were to occur and cause interruptions in our operations, it could result in operations, reputation, or a material disruption of our development
programs for an indeterminate period of time. For example, the loss of clinical trial data from completed or ongoing or planned clinical
trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data.
In some cases, data cannot be reproduced. To the extent that any disruption or security breach was to result in a loss of or damage to
our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur material legal claims
and liability, damage to our reputation, and the further development of our devices and drugs or any future product candidate could be
delayed. If a security breach results in the exposure or unauthorized disclosure of personal information, we could incur additional costs
associated with data breach notification and remediation expenses, investigation costs, regulatory penalties and fines, and legal proceedings.
Our insurance coverage may not be adequate to cover all the costs related to such breaches or attacks.

 We may incur costs of addressing a cybersecurity incident.

 Cybersecurity incidents have increased in number
and severity recently and it is expected that these trends will continue. Should we be affected by such an incident, we may incur substantial
costs and suffer other negative consequences, which may include:

 Investigation costs and costs to engage specialized consultants or costs of ransom demands;

 remediation costs, such as liability for stolen assets or information, repairs of system damage, and incentives
to customers or business partners in an effort to maintain relationships after an attack; and

 litigation and legal risks, including regulatory actions by state and federal regulators.

 Risks Related to Our Common Stock and Its Market
Value

 Your ownership will be diluted by future
issuances of capital stock.

 Our business strategy requires us to raise additional
equity capital through the sale of common stock or preferred stock. Your percentage of ownership will become diluted as we issue new shares
of stock. Stockholders have no rights to buy additional shares of stock in the event we issue new shares of stock, known as preemptive
rights. We may issue common stock, convertible debt or common stock pursuant to a public offering or a private placement, upon exercise
of warrants or options, or to sellers of properties we directly or indirectly acquire instead of, or in addition to, cash consideration.
Investors purchasing common stock who do not participate in any future stock issues will experience dilution in the percentage
of the issued and outstanding stock they own.

 We have limited capitalization and may require
financing, which may not be available.

 We have limited capitalization, which increases
our vulnerability to general adverse economic and industry conditions, limits our flexibility in planning for and reacting to changes
in our business and industry, and may place us at a competitive disadvantage to competitors with sufficient capitalization. If we are
unable to obtain sufficient financing on satisfactory terms and conditions, we will be forced to curtail or abandon our plans or operations.
Our ability to obtain financing will depend upon a number of factors, many of which are beyond our control.

 Investors may experience dilution in the
value of the shares of common stock.

 We anticipate offering common stock or preferred
stock in offerings, which could cause further dilution.

 If our business is unsuccessful, our stockholders
may lose their entire investment.

 Although our stockholders will not be bound by
or held personally liable for our expenses, liabilities or obligations beyond their total original investments in our common stock, if
we suffer a deficiency in funds with which to satisfy our obligations, our stockholders as a whole may lose their entire investment in
our company.

 A limited public trading market exists for our
common stock, which makes it difficult for our stockholders to sell their common stock on the public markets. Any trading in our shares
may have a significant effect on our stock prices.

 Although our common stock is listed for quotation
on the OTC Markets, under the symbol "ODYY," the trading activity of our common stock is volatile and may not develop or be
sustained. As a result, any trading price of our common stock may not be an accurate indicator of the valuation of our common stock. Any
trading in our shares could have a significant effect on our stock price. If a more liquid public market for our common stock does not
develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of their investment.
No assurance can be given that an active market will develop or that a stockholder will ever be able to liquidate its shares of common
stock without considerable delay, if at all. Many brokerage firms may not be willing to effect transactions in our securities. Even if
an investor finds a broker willing to affect a transaction in our securities, the combination of brokerage commissions, state transfer
taxes, if any, and any other selling costs may exceed the selling price. Furthermore, our stock price may be impacted by factors that
are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political, and
market conditions, such as recessions, interest rates, and international currency fluctuations, may adversely affect the market price
and liquidity of our common stock.

 Our common stock may never be listed on
a national exchange and is subject to being removed from the OTC Marketplace.

 Our common stock is quoted for trading on the
OTCQB Marketplace. Should we fail to satisfy the fully reporting eligibility standards of OTC Markets, the trading price of our common
stock could continue to suffer, and the trading market for our common stock may become less liquid and our common stock price may be subject
to increased volatility.

 Our common stock is deemed to be a "penny
stock," which may make it more difficult for investors to sell their shares due to suitability requirements.

 Our stock is categorized as a "penny stock,"
as that term is defined in SEC Rule 3a51-1, which generally provides that a "penny stock" is any equity security that has
a market price (as defined) less than U.S. $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock
rules, including Rule 15g-9, which imposes additional sales practice requirements on broker-dealers who sell to persons other than established
customers and accredited investors. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about
penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current
bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly
account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and
the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the
transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special
written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement
to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market
for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers
to trade our securities and reduce the number of potential investors. We believe that the penny stock rules discourage investor interest
in, and limit the marketability of, our common stock.

 The sale of shares of our common stock could
cause the price of our common stock to decline.

 Depending on market liquidity at the time, a sale
of shares covered by a registration statement could cause the trading price of our common stock to decline. The sale of a substantial
number of shares of our common stock under a registration statement, or the anticipation of such a sale, could make it more difficult
for us to sell equity or equity-related securities in the future at a time and at a price that we otherwise might desire to affect such
sales.

 A low market price would severely limit
the potential market for our common stock.

 Historically, our common stock has traded at a
price below $5.00 per share, subjecting trading in the stock to certain SEC rules requiring additional disclosures by broker-dealers.
These rules generally apply to any non-NASDAQ equity security that has a market price share of less than $5.00 per share, subject to certain
exceptions (a "penny stock"). Such rules require the delivery, before any penny stock transaction, of a disclosure schedule
explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers
who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions,
the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent
to the transaction before the sale. The broker-dealer must also disclose the commissions payable to the broker-dealer, current bid and
offer quotations for the penny stock, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and
the broker-dealer's presumed control over the market. Such information must be provided to the customer orally or in writing before
or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for
the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed on broker-dealers
by such requirements could discourage broker-dealers from effecting transactions in our common stock.

 If applicable, FINRA sales practice requirements
could limit a stockholder's ability to buy and sell our stock.

 In addition to the penny stock rules promulgated
by the SEC, as described above, FINRA rules (which would apply to our common stock in the event that our common stock ultimately becomes
traded over the counter via the OTC Electronic Bulletin Board) require that, in recommending an investment to a customer, a broker-dealer
must have reasonable grounds for believing that the investment is suitable for that customer. Under these FINRA rules, before recommending
speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information
about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules,
FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers.
If these FINRA rules were to apply to our common stock, such application would make it more difficult for broker-dealers to recommend
that their customers buy our common stock, which could limit their customers' ability to buy and sell our common stock and have
an adverse effect on the market value for our shares of common stock.

 An investor's ability to trade our
common stock may be limited by trading volume.

 A consistently active trading market for our common
stock may not occur on a national stock exchange or an automated quotation system. A limited trading volume may prevent our stockholders
from selling shares at such times or in such amounts as they otherwise may desire.

 A limited number of stockholders collectively
own a significant portion of our common shares and may act, or prevent corporate actions, to the detriment of other stockholders.

 A limited number of stockholders, including our
founders and members of the Board of Directors and our management, currently own a significant portion of our outstanding common shares.
Accordingly, these stockholders may, if they act together, exercise significant influence over all matters requiring stockholder approval,
including the election of a majority of our directors and the determination of significant corporate actions. This concentration could
also have the effect of delaying or preventing a change in control that could otherwise be beneficial to our stockholders.

 A reverse split of our common stock could
decrease our total market capitalization and increase, and may continue to increase, the volatility of our stock price.

 There can be no assurance that the total market
capitalization of our common stock after the reverse stock split will be equal to or greater than the total market capitalization before
the reverse stock split or that the per share market price of our common stock following the reverse stock split will increase in proportion
to the reduction in the number of shares of common stock outstanding before the reverse stock split. Furthermore, a decline in the market
price of our common stock after the reverse stock split may result in a greater percentage decline than would occur in the absence of
a reverse stock split, and the liquidity of our common stock could be adversely affected following such a reverse stock split.

 A reverse stock split could increase our
authorized but unissued shares of common stock, which could negatively impact a potential investor.

 Because the number of authorized shares of our
common stock will not be reduced proportionately, the reverse stock split could increase the Board's ability to issue authorized
and unissued shares without further stockholder action. The issuance of additional shares of common stock or securities convertible into
common stock may have a dilutive effect on earnings per share and relative voting power and may cause a decline in the trading price of
the common stock. We could use the shares that are available for future issuance in dilutive equity financing transactions, or to oppose
a hostile takeover attempt or delay or prevent changes in control or changes in or removal of management, including transactions that
are favored by a majority of the stockholders or in which the stockholders might otherwise receive a premium for their shares over then-current
market prices or benefit in some other manner.

 A decline in the price of our common stock
could affect our ability to raise any required working capital and adversely affect our operations.

 A decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in our ability to raise any required capital for our operations.
Because our operations to date have been principally financed through the sale of equity securities, a decline in the price of our common
stock could have an adverse effect upon our liquidity and our continued operations. A reduction in our ability to raise equity capital
in the future may have a material adverse effect upon our business plans and operations. If our stock price declines, we may not be able
to raise additional capital or generate funds from operations sufficient to meet our obligations.

 Trading of our common stock could be sporadic,
and the price of our common stock may be volatile; we caution you as to the highly illiquid nature of an investment in our shares.

 Our common stock is listed on the OTCQB. Securities
of microcap and small-cap companies have experienced substantial volatility in the past, often based on factors unrelated to
the companies' financial performance or prospects. We believe that trading in our stock has been and will likely continue to be
subject to significant volatility. These factors include macroeconomic developments in North America and globally and market perceptions
of the attractiveness of particular industries. Factors unrelated to our performance that may affect the price of our common stock include
the following: the extent of analytical coverage available to investors concerning our business may be limited if investment banks with
research capabilities do not follow us, a reduction in trading volume and general market interest in our common stock may affect an investor's
ability to trade significant numbers of shares of our common stock; the size of our public float may limit the ability of some institutions
to invest in our common stock; and as a result of any of these factors, the market price of our common stock at any given point in time
may not accurately reflect our long-term value. The price of our common shares may increase or decrease in response to a number of events
and factors, including: changes in financial estimates; our acquisitions and financings; quarterly variations in our operating results;
the operating and share price performance of other companies that investors may deem comparable; and the purchase or sale of blocks of
our common stock. Any of these factors may materially adversely affect the prices of our common shares regardless of our operating performance.

 The market price of our common stock is affected
by many other variables which are not directly related to our success and are, therefore, not within our control. These include other
developments that affect the breadth of the public market for shares of our common stock and the attractiveness of alternative investments.
The effect of these and other factors on the market price of our common stock is expected to make our common stock price volatile in the
future, which may result in losses to investors.

 We have not paid any dividends and do not
foresee paying dividends in the future.

 We intend to retain earnings, if any, to finance
the growth and development of our business and do not intend to pay cash dividends on shares of our common stock in the foreseeable future.
The payment of future cash dividends, if any, will be reviewed periodically by the board of directors and will depend upon, among other
things, conditions then existing including earnings, financial condition and capital requirements, restrictions in financing agreements,
business opportunities and other factors.

 If securities or industry analysts do not
publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding
our stock adversely, our stock price and trading volume could decline.

 The trading market for our common stock will be
influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors.
If any of the analysts who may cover us, adversely change their recommendation regarding our stock, or provide more favorable relative
recommendations about our competitors, our stock price would likely decline. If any analyst who may cover us were to cease coverage of
our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our
stock price or trading volume to decline.

 Cautionary Note

 We have sought to identify what we believe to
be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor
can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors
before making an investment decision with respect to our common stock.

 Item 1B.

 Unresolved Staff Comments

 None.

 Item 1C.

 Cybersecurity

 Cybersecurity Risk Management and Strategy

 Our management recognizes the impact that cybersecurity
threats could have on our business operations, our compliance with regulations and our reputation. We have identified cybersecurity as
a critical business risk as part of our overall risk management strategy. We have implemented an information security management system
in accordance with our risk profile and business that is designed to protect us, our employees, and our stockholders from cybersecurity
threats. Our managed security services provider helps us implement additional security controls, as necessary, including malware protection
and network security tools. We have not identified any cybersecurity incidents or threats that have materially affected us or are reasonably
likely to materially affect us, including our business strategy, results of operations, or financial condition. For more information,
see Item 1A. Risk Factors.

 Governance Related to Cybersecurity Risks

 The Board of Directors and Corporate Governance
and Nominating Committee oversee the management of risks by our management. The Corporate Governance and Nominating Committee is responsible
for reviewing our cybersecurity program and risks, as identified by our management, and the steps our management has taken to protect
against threats to our assets, including information systems and data security. The Corporate Governance and Nominating Committee provides
updates to the Board on an annual basis.

 Item 2.

 Properties

 As of July 31, 2025, we own no real property and
lease minimal office space. Our principal address is located at 2300 West Sahara Avenue, Suite 800 - #4012, Las Vegas, Nevada, 89102.

 Item 3.

 Legal Proceedings

 As of the date of this filing, we are currently
not a party to any legal proceedings.

 Item 4.

 Mine Safety Disclosures

 Not applicable.

 Item 5.

 Market for the Registrant's Common Stock, Related Shareholder Matters, and Issuer Purchases of Equity Securities

 Market Information

 Our stock trades on the OTC Markets under the
symbol "ODYY." The following table sets forth the bid prices quoted for our common stock during each quarter, as reported
by the OTCQB in the last two fiscal years. The following quotations reflect inter-dealer prices, without retail mark-up, markdown or commission
and may not necessarily represent actual transactions.

 High

 Low

 Fiscal Year Ended July 31, 2025

 Fourth Quarter

 $
 0.044

 $
 0.005

 Third Quarter

 0.022

 0.006

 Second Quarter

 0.035

 0.013

 First Quarter

 0.058

 0.014

 Fiscal Year Ended July 31, 2024

 Fourth Quarter

 $
 0.07

 $
 0.02

 Third Quarter

 0.10

 0.02

 Second Quarter

 0.16

 0.06

 First Quarter

 0.24

 0.07

 Transfer Agent

 Our transfer agent is Empire Stock Transfer, 1859
Whitney Mesa Drive, Henderson, Nevada 89014 (702) 818-5898.

 Holders of our Common Stock

 As of October 29, 2025, 99,853,763 shares of our
common stock were outstanding. There are approximately 534 stockholders of record.

 Dividends

 We have never paid dividends with respect to our
common stock and cannot provide any assurance that we will declare or pay cash dividends on our common stock. Any future determination
to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on our
financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors
may deem relevant. Our board of directors expects to retain future earnings (if any) to finance our growth. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

 Securities Authorized for Issuance Under Equity
Compensation Plans

 See Item 12 of this report for disclosure regarding
securities authorized for issuance under equity compensation plans required by Item 201(d) of Regulation S-K.

 Recent Sales of Unregistered Securities

 None.

 Issuer Purchases of Equity Securities

 None.

 Item 6.

 Reserved

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This Annual Report on Form 10-K contains forward-looking
statements that involve substantial risks and uncertainties. All statements, other than statements of historical fact, included in this
report regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and
objectives of management are forward-looking statements. The words "anticipates," "believes," "estimates,"
"expects," "intends," "may," "plans," "projects," "will," "would"
and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these
identifying words.

 We have based these forward-looking statements
on our current expectations and projections about future events. Although we believe that the expectations underlying our forward-looking
statements are reasonable, these expectations may prove to be incorrect, and all of these statements are subject to risks and uncertainties.
Therefore, you should not place undue reliance on our forward-looking statements. You should understand that the following important factors
could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in
our forward-looking statements:

 our limited operating history and lack of revenue, on which to evaluate our ability to achieve our business objective and projected cash needs and our expected future revenues, operations and expenditures;

 our potential ability to obtain additional financing on favorable terms;

 our public securities' potential liquidity and trading;

 the extent to which we acquire or invest in businesses, products, and technologies; the scope, progress, results and costs of our clinical trials for our drug candidates and medical devices;

 the scope, progress, results and costs of our clinical trials for our drug candidates and medical devices;

 our ability to successfully integrate our acquired products and technologies into our business, including the possibility that we will not fully realize the expected benefits of the transactions will not be fully realized by us or may take longer to realize than expected;

 the safety and efficacy of our product candidates;

 the progress and timing of clinical trials;

 the costs, timing, and outcome of regulatory review of our product candidates;

 the timing of submissions to, and decisions made by the U.S. Food and Drug Administration ("FDA") and other regulatory agencies, related to our product candidates to the satisfaction of the FDA and such other regulatory agencies;

 our ability to obtain, maintain and successfully enforce adequate patent and other intellectual property or regulatory exclusivity protection of our product candidates and the ability to operate our business without infringing on the intellectual property rights of others;

 the costs of preparing, filing, and prosecuting patent applications and maintaining, enforcing, and defending intellectual property-related claims;

 the emergence of competing technologies and other adverse market developments;

 changes in accounting standards; and

 the other risks and uncertainties discussed herein and in our other filings with the SEC.

 Overview

 Our business model is to develop or acquire unique
medical-related products, engage third parties to develop and manufacture such products and then distribute the products through various
distribution channels, including third parties. We have two different technologies in research and development stage; the CardioMap heart
monitoring and screening device, and the Save-A-Life choking rescue device. To date, none of our product candidates have received regulatory
clearance or approval for commercial sale.

 Upon receiving adequate funding, we plan to license
and develop our products and identify other product potentials we can develop or acquire. We will then engage third-party research and
development firms that specialize in creating products to assist us, and we will apply for trademarks and patents at appropriate product
development advances.

 Recent Funding

 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 July
31, 2025, $300,000 in principal and $51,925 in accrued interest remained outstanding. On August 14, 2025, this note was amended to extend
the maturity date to January 31, 2026.

 Sale of Oragenics Common Stock

 In the fourth quarter of fiscal 2025, we sold
all 17,044 shares of Oragenics common stock at an average price of $4.35 per share for net proceeds of $69,787 after fees and commissions.
See Note 2.

 Going Concern

 See Note 1 of Notes to Consolidated Financial Statements.

 Critical Accounting Policies and Estimates

 The SEC defines critical
accounting policies as those that are, in management's view, important to the portrayal of our financial condition and results of
operations and require management's judgment. Our discussion and analysis of our financial condition and results of operations are
based on our audited consolidated financial statements, which have been prepared in accordance with U.S. GAAP.

 The preparation of these
consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities,
revenue and expenses. We base our estimates on experience and on various assumptions that we believe are reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from those estimates.

 Reference is made to our significant accounting
policies set forth in Note 2 of Notes to Consolidated Financial Statements.

 Results of Operations

 We do not currently sell or market any products
and we did not have any revenue for the years ended July 31, 2025 or 2024. We will commence actively marketing products after the products
and drugs in development have been FDA cleared or approved, however, there can be no assurance that we will be successful in obtaining
FDA clearance or approval for our products.

 Change

 2025

 2024

 Research and development expense

 $
 –

 $
 55,166

 $
 (55,166
)

 100%

 General and administrative expense

 1,020,753

 2,084,446

 (1,063,693
)

 -51%

 Loss from operations

 (1,020,753
)

 (2,139,612
)

 (1,118,859
)

 -52%

 Gain on sale of product candidates and related assets

 –

 16,400,687

 (16,400,687
)

 100%

 Impairment of investment in preferred stock of Oragenics, Inc.

 –

 (12,955,437
)

 12,955,437

 100%

 Loss from change in fair value of Oragenics, Inc. common stock

 (459,417
)

 (1,638,743
)

 1,179,326

 -72%

 Interest expense

 (252,516
)

 (518,476
)

 265,960

 -51%

 Other (expense) income, net

 (10,005
)

 9,265

 -19,270

 208%

 (1,742,691
)

 (842,316
)

 (900,375
)

 107%

 Deemed dividend

 –

 (63,455
)

 63,455

 100%

 Net loss attributable to common stockholders

 $
 (1,742,691
)

 $
 (905,771
)

 $
 (836,920
)

 92%

 Basic net loss per share attributable to common stockholders

 $
 (0.02
)

 $
 (0.01
)

 $
 (0.01
)

 78%

 Diluted net loss per share attributable to common stockholders

 $
 (0.02
)

 $
 (0.01
)

 $
 (0.01
)

 78%

 Shares used for basic net loss per share attributable to common stockholders

 104,709,763

 97,064,040

 7,645,723

 8%

 Shares used for diluted net loss per share attributable to common stockholders

 104,709,763

 97,064,040

 7,645,723

 8%

 Research and Development

 Our Research and development expense includes
expenses related to our current projects, including, clinical research, design and manufacturing, formulation, regulatory and consultants.

 We are not currently working on any projects and,
therefore, we did not have any Research and development expense in fiscal 2025.

 In fiscal 2024, we earned a research and development
rebate from the Australian government of $53,578 related to our Phase I clinical trial of our concussion drug device combination which
was recorded as an offset to Research and development expense.

 General and Administrative

 General and administrative includes expenses related
to salaries and related benefits for employees in finance, accounting, sales, administrative and research and development activities,
as well as stock-based compensation, costs related to maintaining compliance as a public company and legal and professional fees.

 The decrease in General and administrative was
due to the following:

 Fiscal year ended

 July 31, 2025

 compared to

 fiscal year

 ended

 July 31, 2024

 Increase (decrease) in:

 Business development and investor relations

 $
 (133,013
)

 Insurance expense

 (23,949
)

 (469,406
)

 Legal and professional fees

 (120,541
)

 Public company expense

 152,642

 Wages

 (451,142
)

 Travel

 (11,758
)

 Other

 (6,526
)

 $
 (1,063,693
)

 The decreases in wages and business development
and investor relations were due to lower salaries of executives and lower business activity. The decrease in legal and professional fees
was due to lower legal fees incurred. The decrease in stock-based compensation was due to no options granted in fiscal 2025 and fewer
unvested awards outstanding. The decreases were offset by an increase in public company expense.

 Gain on Sale of Product Candidates and Related
Assets

 The gain on sale of product candidates and related
assets in fiscal 2024 relates to our sale of our drug candidates for treating mild traumatic brain injury ("mTBI"), also known
as concussion, and for treating Niemann Pick Disease Type C ("NPC"), as well as our proprietary powder formulation and its
nasal delivery device to Oragenics in December 2023.

 Impairment of Investment in Preferred Stock
of Oragenics, Inc.

 Impairment of investment in preferred stock of
Oragenics, Inc. in fiscal 2024 relates to the revaluation of the preferred stock of Oragenics held as an investment to zero. See Notes
2 and 6 of Notes to Consolidated Financial Statements for additional information.

 Loss from Change in Fair Value of Oragenics, Inc. Common Stock

 Loss from change in fair value of Oragenics, Inc. common stock relates
to the value of the common stock of Oragenics that was held by us as an investment. All shares were sold during fiscal 2025. See Notes
2 and 6 of Notes to Consolidated Financial Statements for additional information.

 Interest Expense

 Interest expense includes interest on debt outstanding,
as well as the amortization of beneficial conversion feature, debt discount and debt issuance costs. Certain information regarding debt
outstanding was as follows:

 2025

 2024

 Weighted average debt outstanding

 $
 1,978,000

 $
 1,754,425

 Weighted average interest rate

 10.10%

 8.09%

 The decrease in interest expense was due to lower
amortization of beneficial conversion feature, debt discount and debt issuance costs, partially offset by higher average interest rates.

 Liquidity and Capital Resources

 The following table sets forth the primary sources
and uses of cash:

 2025

 2024

 Net cash used in operating activities

 $
 (347,392
)

 $
 (1,215,210
)

 Net cash provided by investing activities

 69,787

 1,000,000

 Net cash provided by financing activities

 294,310

 180,724

 To date, we have financed our operations primarily
through debt financing and limited sales of our common stock. Our ability to continue to access capital could be affected adversely by
various factors, including general market and other economic conditions, interest rates, the perception of our potential future earnings
and cash distributions, any unwillingness on the part of lenders to make loans to us, and any deterioration in the financial position
of lenders that might make them unable to meet their obligations to us. If these conditions continue and we cannot raise funds through
a public or private debt financing, or an equity offering, our ability to grow our business may be negatively affected. In such case,
we would suspend research and development activities until market conditions improve.

 Mast Hill Conversion of Accrued Interest

 On August 29, 2025, Mast Hill converted $80,618
of interest and $1,750 in fees for a total of $82,368 into 1,144,000 shares of our common stock at a price of $0.072 per share. See Note
13 of Notes to Consolidated Financial Statements.

 LGH Conversion of Accrued Interest

 Conversion of LGH
Investments, LLC Convertible Note

 On October 6, 2025, LGH provided notice to convert
$144,000 of their outstanding convertible note into 2,000,000 shares of our common stock at $0.072 per share. Following the conversion,
there was $891,000 of principal and $281,875 of accrued interest outstanding. See Note 13 of Notes to Consolidated Financial Statements.

 Debt

 The following notes payable were outstanding:

 Fiscal
 Year

 Ended July
 31,

 2025

 Fiscal Year

 Ended

 July 31, 2024

 Convertible note issued to LGH due January 31, 2026, 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 January 31, 2026, with an interest rate of 8.0% per annum and convertible at $0.12 per share

 Accredited investor promissory note due January 31, 2026, with an interest rate of 10% per annum and convertible into 30,000 shares of Oragenics common stock

 Mast Hill convertible promissory note due April 30, 2026, with an interest rate of 10% per annum and convertible at $0.072 per share

 499,667

 499,667

 Accredited investor promissory note due January 31, 2026, with an interest rate of 18% per annum

 –

 Total principal

 1,984,667

 1,684,667

 Unamortized debt discount and closing costs

 (512

)

 (38,134

)

 $

 1,984,155

 $

 1,646,533

 Inflation

 Inflation did not have a material impact on our
business and results of operations during the periods being reported.

 Off Balance Sheet Arrangements

 We do not have any material off balance sheet
arrangements.

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 As a Smaller Reporting Company, we are not required
to provide information under this item.

 Item 8.

 Financial Statements and Supplementary Data

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Financial statements of Odyssey Health, Inc.

 Report of Independent Registered Public Accounting Firm (PCAOB ID 76)

 Consolidated Balance Sheets as of July 31, 2025 and 2024

 Consolidated Statements of Operations for the Years Ended July 31, 2025 and 2024

 Consolidated Statements of Changes in Stockholders' Deficit for the Years Ended July 31, 2025 and 2024

 Consolidated Statements of Cash Flows for the Years Ended July 31, 2025 and 2024

 Notes to Consolidated Financial Statements

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and

Stockholders of Odyssey Health, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Odyssey Health, Inc. and Subsidiaries (the "Company") as of July 31, 2025 and 2024, and the related consolidated
statements of operations, changes in stockholders' deficit, and cash flows for the years then ended, and the related notes
to consolidated financial statements (collectively referred to as the financial statements). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of July 31, 2025 and 2024, and the results of its operations
and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 Explanatory Paragraph – Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has
accumulated deficit and negative cash flows from operations since inception and is currently dependent on the stockholders and lenders
to fund operating activities. Management's plans regarding these matters are described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matters communicated below
are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to
the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

 /s/ Turner, Stone & Company, L.L.P.

 We have served as the Company's auditor
since 2020.

 Dallas, Texas

 F- 1

 Consolidated Balance Sheets

 July 31,

 July 31,

 2025

 2024

 Assets

 Current assets:

 Cash

 $
 19,084

 $
 2,379

 Research and development rebate due from Australian government, net

 –

 22,625

 Prepaid expenses and other current assets, net

 30,639

 31,939

 Total current assets

 49,723

 56,943

 Investment in Oragenics, Inc. common stock, at fair value

 –

 529,203

 Total assets

 $
 49,723

 $
 586,146

 Liabilities and Stockholders' Deficit

 Current liabilities:

 Accounts payable and accrued wages

 $
 1,615,357

 $
 1,400,723

 Accounts payable and accrued wages, officers

 1,858,443

 1,523,859

 Accrued interest

 421,440

 223,754

 Asset purchase liability

 1,125,026

 1,125,026

 Notes payable, officers and directors

 Notes payable, net of unamortized debt discounts and closing costs of $ 512 and $ 38,134

 1,884,155

 1,546,533

 Total current liabilities

 7,004,421

 5,919,895

 Commitments and contingencies

 –

 –

 Stockholders' deficit:

 Preferred stock, $ 0.001 par value, 100,000,000 shares authorized, no shares issued or outstanding

 –

 –

 Common stock, $ 0.001
 par value, 500,000,000
 shares authorized, 96,709,763
 shares issued and outstanding

 Additional paid-in-capital

 55,694,429

 55,572,687

 Accumulated deficit

 ( 62,745,837
)

 ( 61,003,146
)

 Total stockholders' deficit

 ( 6,954,698
)

 ( 5,333,749
)

 Total liabilities and stockholders' deficit

 $
 49,723

 $
 586,146

 The accompanying notes are an integral part
of these consolidated financial statements.

 F- 2

 Consolidated Statements of Operations

 2025

 2024

 Research and development expense

 $
 –

 $
 55,166

 General and administrative expense

 1,020,753

 2,084,446

 Loss from operations

 ( 1,020,753
)

 ( 2,139,612
)

 Gain on sale of product candidates and related assets

 –

 16,400,687

 Impairment of investment in preferred stock of Oragenics, Inc.

 –

 ( 12,955,437
)

 Loss from change in fair value of Oragenics, Inc. common stock

 ( 459,417
)

 ( 1,638,743
)

 Interest expense

 ( 252,516
)

 ( 518,476
)

 Other (expense) income, net

 ( 10,005
)

 9,265

)

 ( 842,316
)

 Deemed dividend

 –

 ( 63,455
)

 Net loss attributable to common stockholders

 $
)

 $
 ( 905,771
)

 Basic net loss per share attributable to common stockholders

 $
 ( 0.02
)

 $
 ( 0.01
)

 Diluted net loss per share attributable to common stockholders

 $
 ( 0.02
)

 $
 ( 0.01
)

 Shares used for basic net loss per share attributable to common stockholders

 104,709,763

 97,064,040

 Shares used for diluted net loss per share attributable to common stockholders

 104,709,763

 97,064,040

 The accompanying notes are an integral part
of these consolidated financial statements.

 F- 3

 Consolidated Statements of Changes in Stockholders'

 Additional

 Total

 Common Stock

 Paid-In

 Accumulated

 Stockholders'

 Shares

 Dollars

 Capital

 Balances July 31, 2024

 96,709,763

 $

 $
 55,572,687

 $
 ( 61,003,146
)

 $
 ( 5,333,749
)

 –

 –

 108,399

 –

 108,399

 Warrants issued in debt financing

 –

 –

 13,343

 –

 13,343

 –

 –

 –

)

)

 Balances July 31, 2025

 96,709,763

 $

 $
 55,694,429

 $
 ( 62,745,837
)

 $
 ( 6,954,698
)

 Additional

 Total

 Common Stock

 Paid-In

 Accumulated

 Stockholders'

 Shares

 Dollars

 Capital

 Balances July 31, 2023

 79,067,879

 $
 79,068

 $
 53,862,378

 $
 ( 60,097,375
)

 $
 ( 6,155,929
)

 1,850,000

 1,850

 575,955

 –

 577,805

 Common stock issued in equity financing

 600,000

 55,020

 –

 55,620

 Common stock issued in conversion of debt

 11,754,781

 11,756

 990,867

 –

 1,002,623

 Warrants issued in debt financing

 –

 –

 28,448

 –

 28,448

 Warrants exercised in connection with debt financing

 3,537,103

 3,536

 ( 3,536
)

 –

 –

 Return of shares to treasury

 ( 100,000
)

 ( 100
)

 –

 –

 Deemed dividend

 –

 –

 63,455

 ( 63,455
)

 –

 –

 –

 –

 ( 842,316
)

 ( 842,316
)

 Balances July 31, 2024

 96,709,763

 $

 $
 55,572,687

 $
 ( 61,003,146
)

 $
 ( 5,333,749
)

 The accompanying notes are an integral part
of these consolidated financial statements.

 F- 4

 Consolidated Statements of Cash Flows

 2025

 2024

 Cash flows from operating activities:

 $
)

 $
 ( 842,316
)

 Adjustments to reconcile net loss to net cash flows used in operating activities:

 Amortization

 –

 1,538

 108,399

 577,805

 Gain on sale of product candidates and related assets

 –

 ( 16,400,687
)

 Impairment of investment in preferred stock of Oragenics, Inc.

 –

 12,955,437

 Loss from change in fair value of Oragenics, Inc. common stock

 459,417

 1,638,743

 Financing costs paid with issuance of common stock

 –

 8,750

 Allowance for research and development rebate due from Australian government

 22,625

 –

 Amortization of debt discount and closing costs

 50,965

 330,654

 Changes in operating assets and liabilities:

 Decrease in prepaid expenses and other current assets

 6,990

 60,518

 Decrease in research and development rebate due from Australian government

 –

 253,941

 Increase (decrease) in accounts payable

 228,379

 ( 195,988
)

 Increase in accrued wages

 320,838

 246,238

 Increase in accrued interest

 197,686

 150,157

 Net cash used in operating activities

 ( 347,392
)

 ( 1,215,210
)

 Cash flows from investing activities:

 Cash proceeds from sale of assets

 –

 1,000,000

 Cash proceeds from sale of Oragenics, Inc. common stock, net of commission and fees

 69,787

 –

 Net cash provided by investing activities

 69,787

 1,000,000

 Cash flows from financing activities:

 Proceeds from notes payable

 400,000

 Principal payments made on notes payable

 –

 ( 274,896
)

 Proceeds from equity financing

 –

 55,620

 Deferred closing costs

 ( 5,690
)

 –

 Net cash provided by financing activities

 294,310

 180,724

 Increase (decrease) in cash

 16,705

 ( 34,486
)

 Cash and cash equivalents:

 Beginning of period

 2,379

 36,865

 End of period

 $
 19,084

 $
 2,379

 Supplemental disclosure of cash flow information:

 –

 –

 Cash paid for interest

 $
 3,864

 $
 37,376

 Supplemental disclosure of non-cash information:

 Warrants issued in connection with debt financing

 $
 13,343

 $
 28,448

 Common stock issued to settle notes payable

 –

 925,437

 Accrued interest paid with common stock

 –

 68,435

 Increase in fees related to extension of LGH debt maturity date recorded as additional principal

 –

 60,000

 Shares issued for exercised warrants

 –

 3,537

 Shares returned

 –

 Deemed dividend for the reduction of exercise price of warrants

 –

 63,455

 Accounts payable assumed by Oragenics

 –

 325,672

 The accompanying notes are an integral part
of these consolidated financial statements.

 F- 5

 Notes to Consolidated Financial Statements

 Note 1. Nature
of Operations and Going Concern

 Odyssey Health, Inc. was formed as a Nevada corporation
in March 2014.

 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 in development; 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, we would require additional European Union or country specific clearance
or approvals to sell internationally.

 Going Concern

 We did not recognize any revenues for the years
ended July 31, 2025 ("fiscal 2025") or 2024 ("fiscal 2024"), and we had an accumulated deficit of $ 62,745,837 as
of July 31, 2025. For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations.
As of July 31, 2025, we had current liabilities of $ 7,004,421, current assets of $ 49,723, and a working capital deficit of $ 6,954,698.
At July 31, 2025, we did not have sufficient working capital to meet our operating expenses through the first quarter of fiscal 2026.

 The operating deficit and negative working capital
at July 31, 2025 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.

 F- 6

 Note 2. Summary
of Significant Accounting Policies

 Basis of consolidation

 The consolidated financial
statements include the accounts of Odyssey Health, Inc. and our wholly-owned subsidiaries Odyssey Medical Devices, Inc. and Odyssey Group
International Australia, Pty Ltd (collectively, the "Company"). All intercompany balances and transactions have been eliminated.

 Use of estimates

 The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America ("GAAP") generally requires management to make
estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ
from those estimates.

 Basis of accounting

 We measure all of our assets and liabilities on
the historical cost basis of accounting unless otherwise required by GAAP.

 Reclassifications

 Certain amounts in the prior year's financial statements have
been reclassified to conform to the current year presentation. On the balance sheet, related party payables were reclassified out of Accounts
payable and accrued wages. On the statement of operations, Gain on sale of product candidates and related assets was reclassified out
of operations and into other income (expense). In Note 11, reclassifications were made to better present individual deferred tax assets
and related activity. These reclassifications had no impact on the Company's financial position, results of operations, changes
in stockholders' deficit, or cash flows.

 Research and development rebate due from
the Australian government

 We received a 43.5% rebate totaling $ 53,578 at
the end of fiscal 2024 from the Australian government on all research and development performed in Australia. The rebate was recorded
as an offset to Research and development expense. As of July 31, 2025 and 2024, $ 22,625 remained receivable. During the year ended July
31, 2025, we recorded an allowance against the receivable of $ 22,625, reducing the net receivable balance to zero at July 31, 2025.

 Prepaid expenses and other current assets

 Prepaid expenses and other current assets consist
of loans and advances receivable and prepaid insurance. At July 31, 2025 and 2024, we reserved $ 27,833 for loans and advances receivable.

 Investment in Oragenics, Inc.

 Investment at July 31, 2024, consisted of 511,308
shares of Oragenics, Inc. ("Oragenics") common stock which was valued quarterly based on the common stock price as reported
by the NYSE American stock exchange. In June 2025, Oragenics effected a 1:30 reverse stock split which resulted in our 511,308 shares
becoming 17,044 shares. Following the reverse split, in the fourth quarter of fiscal 2025, we sold all 17,044 shares at an average price
of $4.35 per share for net proceeds of $ 69,787 after fees and commissions.

 We also hold 7,488,692
shares of Oragenics convertible Series F preferred stock, which were reduced to 249,624
shares upon the reverse stock split (the "Preferred Stock") which is accounted for at cost minus impairments, as it is
not currently listed on a registered securities exchange. The Preferred Stock is not accounted for as an equity-method investment as
it does not have voting rights nor board representation and management does not have significant influence over Oragenics. Cost was
originally determined utilizing the Black Scholes pricing model with inputs of (i) expected volatility of 79.4%; (ii) risk free
interest rate of 5.6%; (iii) expected life of six months; and (iv) an implied discount rate of 25% for the known restrictions on the
sale and conversions of the Preferred Stock, resulting in a cost of $ 12,955,437 at December 28, 2023. Due to the decrease in the
value of the underlying common stock and other factors, we reevaluated the Preferred Stock at July 31, 2024 and record a 100%
impairment of $ 12,955,437. The Preferred Stock currently has a value of zero.

 See Notes 4 and 6 for additional information regarding
Oragenics.

 F- 7

 Loss per share

 Basic net loss per share is computed by dividing
net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the year. Diluted net loss
per share is computed giving effect to all potentially dilutive common stock and common stock equivalents, including stock options, convertible
notes, restricted stock units and warrants. Basic and diluted net loss per share were the same for all years presented as we were in a
loss position for all periods. See Note 12.

 We recognize stock-based compensation expense
in accordance with GAAP for all restricted stock and stock option awards made to employees, directors and independent contractors. Stock-based
compensation is included as a component as General and administrative expense.

 The fair value of stock option awards is estimated
at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation
cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting over the
vesting period of the entire option. 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, expected dividends and projected stock option exercise behaviors. We estimate volatility based on historical volatility
of our common stock, and estimate the expected term based on several criteria, including the vesting period of the grant and the term
of the award. We estimate stock option exercise behavior based on assumptions regarding future exercise activity of unexercised, outstanding
options.

 The fair value of stock awards is determined based
on the fair value of our common stock on the date of grant. See Note 8.

 Fair value measurements

 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.

 No changes were made
to our valuation techniques during the fiscal year ended July 31, 2025.

 Research and development

 Research and development costs are expensed in
the period when incurred.

 F- 8

 Income taxes

 Income taxes are accounted for based upon an asset
and liability approach. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or
liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be
in effect when the taxes will be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or
refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period.

 Accounting guidance requires the recognition of
a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain
the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial
statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the
relevant tax authority. We believe our income tax filing positions and deductions will be sustained upon examination and, accordingly,
no reserves or related accruals for interest and penalties have been recorded at July 31, 2025 or 2024. We recognize interest and penalties
on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense.

 Segment Reporting

 We operate in one reportable segment, which includes
all of our business activities. The determination of a single reportable segment is consistent with the consolidated financial information
regularly provided to our chief operating decision maker (CODM) which is our President and CEO, Mr. Michael Redmond, who reviews and evaluates
consolidated net loss for purposes of assessing performance, making operating decisions, allocating resources and planning and forecasting
for future periods. The measure of segment assets is reported on the balance sheet as total assets. During fiscal 2025 and 2024 there
was no segment revenue.

 Note 3. New Accounting
Pronouncements

 ASU 2023-07

 In November 2023, the Financial Accounting Standards
Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements
to Reportable Segment Disclosures, which provides amendments to reportable segment disclosure requirements requiring disclosure of
significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure
of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable
segment's profit or loss and assets. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable
segment. We adopted ASU 2023-07 effective July 31, 2025 which had no significant effect on our financial reporting or disclosures.

 ASU 2023-09

 In December 2023, the FASB issued ASU 2023-09,
 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, 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.

 ASU 2024-03

 In November 2024, the FASB issued ASU 2024-03,
 Comprehensive Income (Topic 220): Disaggregation of Income Statement Expense, related to the disaggregation of certain income statement
expenses. The amendments in this update require public entities to disclose incremental information related to purchases of inventory,
team member compensation and depreciation, which will provide investors the ability to better understand entity expenses and make their
own judgements about entity performance. The amendments in this update are effective for fiscal years beginning after December 15, 2026.
We plan to adopt this pronouncement and make the necessary updates to our disclosures for the year ending July 31, 2027, and, aside from
these disclosure changes, we do not expect the amendments to have a material effect on our financial statements.

 F- 9

 Note 4. Asset
Sale Agreement with Oragenics, Inc.

 On October 4, 2023, we entered into an Asset Sale
Agreement (the "Agreement") with Oragenics, which closed on December 28, 2023. Pursuant to the Agreement, we sold certain
assets related to the treatment of brain related illnesses and diseases (the "Assets") with a total carrying value of $ 48,367
to Oragenics in exchange for (i) $ 1,000,000 in cash; (ii) 8,000,000 shares of convertible Series F preferred stock; and (iii) the assumption
of $ 325,672 of our accounts payable. The total value of consideration received was $ 16,449,054, which resulted in a gain of $ 16,400,687.

 The Assets include drug candidates for treating
mild traumatic brain injury ("mTBI"), also known as concussion, and for treating Niemann Pick Disease Type C ("NPC"),
as well as our proprietary powder formulation and its nasal delivery device.

 We received $ 500,000 upon the execution of the
Agreement on October 4, 2023, and received the additional $ 500,000 on December 11, 2023, upon our stockholder approval for the sale of
the Assets. Following the closing of the Agreement on December 28, 2023, we received 8,000,000 shares of Preferred Stock. Upon receipt,
 511,308 shares of the Preferred Stock, which represented 19.9% of the then outstanding shares of Oragenics common stock, converted into
 511,308 shares of Oragenics restricted common stock. The restricted common stock became freely tradeable on June 28, 2024, subject to
Rule 144 restrictions and limitations that limit us to being allowed to sell no more than an amount equal to the greater of (i) 1% of
the total shares of Oragenics common stock outstanding or (ii) the average of the previous four-week trading volume during each quarterly
period. In June 2025, we sold all 511,308 ( 17,044 post-split) shares at an average price of $ 4.35 per share for net proceeds of $ 69,787
after fees and commissions.

 Prior to closing, we were required to obtain the
consent of Mast Hill Fund, L.P ("Mast Hill") to consummate the closing of the Agreement. As part of the consent, we entered
into a pledge agreement with Mast Hill granting a security interest in 154,545 of the preferred shares, and collectively with all of the
common shares or other securities into which the preferred shares are converted or exchanged into common shares, until the Mast Hill debt
is paid.

 The remaining shares of convertible Preferred
Stock will convert upon Oragenics shareholder approval and upon certain listing and change in control criteria being achieved. Restrictions
on the sale or conversion of the Preferred Stock must include all of the following: (i) Oragenics shall have applied for and been approved
for initial listing on the NYSE American or another national securities exchange or shall have been delisted from the NYSE American, and
(ii) if, and only if, required by the rules of the NYSE American, the Oragenics' shareholders shall have approved any change of
control that could be deemed to occur upon the conversion of the Preferred Stock into Oragenics Common Stock, based on the facts and circumstances
existing at such time.

 Note 5. Asset
Purchase Agreement and Asset Purchase Liability

 On January 7, 2021, we entered into an Asset Purchase
Agreement (the "APA") with Prevacus, Inc. ("Prevacus"), pursuant to which we purchased the assets and all of the
rights, interests and intellectual property in a certain drug program (ONP-002) for treating mild brain trauma (concussion) and the delivery
device (collectively, the "Asset") in exchange for (i) 7,000,000 shares of our common stock plus (ii) the Milestone Consideration.

 On March 1, 2025, our four-year agreement
regarding contingent consideration related to milestones in our Asset Purchase Agreement with Prevacus expired and, accordingly, no further
assessments of contingent consideration will be made in future periods. The fair value of the contingent consideration was 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 July 31, 2025 and July 31, 2024.

 In connection with the
APA, we withheld 1,000,000 shares of our common stock valued at $1.18 per share, for $1,180,000, in exchange for our payment of certain
liabilities of Prevacus which was recorded as an Asset purchase liability on our Consolidated Balance Sheets. Any remaining Asset purchase
liability, once all obligations have been paid, will be satisfied with the release of shares of our common stock at $1.18 per share. At
July 31, 2025 and 2024, the Asset purchase liability was $ 1,125,026.

 F- 10

 Note 6. Fair Value,
Commitments and Contingent Liabilities

 The Company had no
financial instruments carried at fair value as of July 31, 2025. Financial instruments that were carried at fair value as of July
31, 2024, consisted of our investment in the common stock of Oragenics as follows:

 Schedule of fair value of financial instruments

 Fiscal Year Ended July 31, 2024

 Level 1

 Level 2

 Level 3

 Total

 Oragenics common stock

 $
 529,203

 $
 –

 $
 –

 $
 529,203

 Valuation of Oragenics Common Stock

 Our shares of Oragenics common stock were valued
based on the quoted price on the NYSE American Stock Exchange.

 Fair Value of Current
Assets and Liabilities

 The carrying values of
Cash, Prepaid expenses and other current assets, Accounts payable and accrued wages, Accounts payable and accrued wages, officers, Accrued
interest and Notes payable approximate their fair value due to their short maturities.

 Contingent Liabilities

 At July 31, 2025 and
2024, we had contingent consideration related to the acquisition of intellectual property, know-how and patents for an anti-choking, life-saving
medical device in fiscal 2019. According to the agreement, we will make a one-time cash payment totaling $ 250,000 upon FDA clearance of
the device. The fair value of the contingent consideration is reviewed quarterly and determined based on the current status of the project
(Level 3). We determined the value was zero at both periods since it is not yet probable that we will file for FDA clearance.

 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 fiscal years ended
July 31, 2025 or 2024.

 Note 7. Debt

 LGH Investments, LLC

 On April 5, 2021, we entered into a Securities
Purchase Agreement with LGH Investments, LLC ("LGH") pursuant to which we entered into a $1,050,000 face value convertible
promissory note which bears interest at a one-time rate of 8.0% applied to the face value and is due February 5, 2022 (the "2021
Note"). We received $1,000,000 net cash from the issuance of the 2021 Note and incurred a $50,000 original issue discount
and $30,000 closing costs, which were amortized over the life of the 2021 Note.

 On February 15, 2022, we entered into
Amendment No. 1 to the Note with an effective date of February 1, 2022. Pursuant to the Amendment, the maturity date of the Note was
extended from February 5, 2022 to May 31, 2022. As consideration, $200,000 was added to the principal amount outstanding, we
issued 100,000 shares of our common stock to LGH with a value of $51,000 and we will pay down principal and interest on
the Note in the amount of the lesser of 10% or $250,000 of any future capital raises, investments, donations or financings unless
the Note has been converted. The conversion rate of the Note is $1.00 per share for a total of 1,336,000 shares of our common stock
if converted in full, including interest.

 On June 10, 2022, we entered into Amendment No. 2 to the Note. Pursuant
to the Amendment, the maturity date of the Note was extended from May 31, 2022 to August 30, 2022, and the conversion rate was changed
from $1.00 to $0.20 per share. All other terms and conditions remain the same.

 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. As consideration, $ 115,000 was added to
the principal amount outstanding and is being amortized as interest expense over the remaining term of the Note. All other terms and conditions
remain the same.

 On November 10, 2022, LGH provided notice to convert
$ 300,000 of their outstanding convertible note into 1,500,000 shares of our common stock at $0.20 per share.

 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. As consideration, we paid $ 35,000
towards the principal amount outstanding and $ 50,000
was added to the principal amount outstanding. All other terms and conditions remained the same.

 F- 11

 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. As consideration, $ 20,000 was added to the principal
amount outstanding. All other terms and conditions remained the same.

 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. As consideration, $ 25,000 was added to the principal amount outstanding
and interest shall be charged on the unpaid Principal Amount at the rate of 8% per annum from July 6, 2023. All other terms and conditions
remained the same.

 On August 28, 2023, we paid LGH $ 30,000 of principal
on this Note, and on December 15, 2023, we paid LGH $ 50,000 of principal on this note.

 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. As consideration, $ 60,000 was added to the principal amount outstanding.
In addition, Section (3)(d)(ii) was redefined to allow us to prepay the Note at any time by providing LGH notice of our intent to prepay
the outstanding amounts due under the Note. Once we provide notice of our intent to prepay, then LGH shall have the sole option to convert
any amounts due under the Note for 30 days prior to us making payment. If LGH does not elect to make a conversion within the 30 days,
we will tender the full amount in the prepayment notice by paying 110% of the total outstanding balance including all principal, defaults
and interest to LGH within 5 calendar days. If LGH has previously provided a notice of conversion to us, we may not prepay any of the
amount included in such notice. All other terms and conditions remain the same.

 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. As of July 31, 2024, the balance of the note was $ 1,035,000 with no
remaining unamortized debt discounts, and accrued interest was $ 173,880.

 On February 18, 2025, and effective December 31,
2024, we entered into Amendment No. 9 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 July 31, 2025.

 On September 15, 2025, and effective July 31,
2025, we entered into Amendment No. 10 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 January 31, 2026.

 Following these amendments and payments, at July
31, 2025, there was $ 1,035,000 of principal and $ 256,676 of accrued interest outstanding.

 On October 6, 2025, LGH provided notice to convert
$ 144,000 of their outstanding convertible note into 2,000,000 shares of our common stock at $0.072 per share. Following the conversion,
there was $ 891,000 of principal and $ 281,875 of accrued interest outstanding. See Note 13.

 Accredited Investor
Promissory Notes

 $300,000 Promissory Note

 On August 14, 2024, we entered into a $ 300,000
promissory note (the "Note") with Peter D'Arruda, 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 an immediately exercisable 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.

 On August 14, 2025, this Note was amended to extend
the maturity date to January 31, 2026.

 At July 31, 2025, $ 300,000 in principal and $ 51,925
in accrued interest remained outstanding.

 F- 12

 $100,000 Promissory Note

 On October 3, 2025, we
entered into a $ 100,000 promissory note with an effective date of October 1, 2025, with Peter D'Arruda, an accredited investor.
The $ 100,000 was received October 3, 2025. The note has a one-year maturity, becoming due on September 30, 2026, and bears interest at
the rate of 18 % per annum. In addition, we issued the investor an immediately exercisable warrant to purchase 100,000 shares of our common
stock at $ 0.10 per share that expires September 30, 2030. See Note 13.

 $50,000 Promissory Note

 On February 13, 2024, we entered into a six-month
promissory note for $ 50,000, with Jonathan Lutz, an accredited investor, with an interest rate of 10 % per annum and due August 11, 2024,
and convertible into 20,000 shares of Oragenics common stock currently held by us at the investor's option. In June 2024, this note
was amended to provide for settlement of the note by issuing the accredited investor 30,000 shares of Oragenics common stock when the
Oragenics preferred stock held by us is converted into Oragenics common stock.

 In August 2024, this note was amended to extend
the maturity date to July 31, 2025.

 On July 31, 2025, the note was amended to extend
the maturity date to January 31, 2026.

 At July 31, 2025, $ 50,000 in principal and $ 7,319
in accrued interest remained outstanding.

 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 face value,
one-year, 10 % per annum Promissory Note convertible into shares of our common stock at $0.12 per share, (ii) a five-year share purchase
warrant entitling Mast Hill to acquire 2,000,000 shares of our common stock at $0.20 per share (the "Warrant"), and (iii)
a five-year warrant for 4,000,000 shares of our common stock at $0.20 per share issuable in the event of default. Net proceeds after original
discount, fees, and expenses, was $ 723,868. Pursuant to our agreement with Mast Hill, we were required to notify Mast Hill of any draws
on the LPC equity line of credit and at their request remit 30% of the proceeds. In connection with the Mast Hill agreement, we issued
Carter Terry & Company, Inc. 213,725 shares of our common stock valued at $ 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 to a total of $ 920,000
to be amortized over the life of the note, (ii) issued a five-year common stock purchase warrant to Mast Hill Fund L.P. for the purchase
of 1,000,000 shares of our common stock at $0.20 per share with a fair value of $ 28,448, (iii) extended the maturity dated to June 13,
2024, (iv) extended the amortization payments, and (v) changed the terms of the repayment from proceeds from other sources.

 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 amortization payment
due March 13, 2024, was extended to September 13, 2024, and the maturity date was extended to December 13, 2024.

 Mast Hill converted the following amounts of principal,
interest and fees to shares of our common stock through July 31, 2025:

 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

 1,750

 0.120

 417,000

 November 6, 2023

 42,710

 5,580

 1,750

 0.072

 695,000

 November 9, 2023

 43,975

 4,315

 1,750

 0.072

 695,000

 December 22, 2023

 46,833

 1,457

 1,750

 0.072

 695,000

 January 18, 2024

 44,266

 4,024

 1,750

 0.072

 695,000

 Total

 $

 225,437

 $

 56,263

 $

 10,500

 $

 292,200

 0.078

 3,757,000

 F- 13

 Payments made to Mast Hill were as follows:

 Schedule of payments made to Mast Hill

 Date

 Principal

 Interest

 Total

 September 13, 2023

 $

 $

 26,382

 $

 126,382

 October 6, 2023

 44,896

 5,167

 50,063

 December 13, 2023

 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 shares in a cashless exercise. The conversion resulted in the purchase of 1,610,390 shares of our common
stock at an exercise price of $0.075 per share. Following this conversion, no shares remained available pursuant to this warrant.

 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 warrants exercisable
at $0.072 per share having a total value of $ 63,455 during the period ended January 31, 2024. The $63,455 was recorded as a deemed dividend
in our Condensed Consolidated Statements of Operations for the period ended January 31, 2024. In addition, the exercise price of the 5,000,000
warrants was reduced to $0.072 per share from $0.20 per share.

 On March 14, 2024, Mast Hill converted their outstanding
warrant for 2,778,778 shares of our common stock in a cashless exercise, which resulted in the issuance of 1,926,713 shares of our common
stock at an exercise price of $0.072 per share. Following this exercise, Mast Hill had warrants exercisable for 14,666,667 shares of our
common stock at $0.072 per share.

 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 amortization
payment due September 13, 2024, was extended to March 13, 2025, and the maturity date was extended to June 13, 2025. As consideration,
we pledged 1,000,000 shares of Oragenics Preferred Stock held by us as collateral until the note is paid. At July 31, 2025, we had a total
of 19,243 ( 1,154,545 pre-reverse split) shares of Oragenics Preferred Stock pledged as collateral, which included 2,576 ( 154,545 pre-reverse
split) shares pledged upon entering into the sale agreement with Oragenics in December 2023.

 On June 10, 2025, we entered into Amendment No.
4 to the Securities Purchase Agreement dated December 13, 2022, with Mast Hill. Pursuant to the Amendment, the maturity date was extended
to July 13, 2025.

 On July 11, 2025, we entered into Amendment No.
5 to the Securities Purchase Agreement dated December 13, 2022, with Mast Hill. Pursuant to the Amendment, the maturity date was extended
to October 10, 2025.

 Following these repayments and conversions, at
July 31, 2025, there was $ 499,567 of principal, $ 76,661 of accrued interest, and warrants exercisable for 14,666,667 shares of our common
stock outstanding.

 See Note 9 for a discussion of a Stock Purchase Agreement dated July
31, 2025 with Mast Hill Fund L.P.

 On August 29, 2025, Mast Hill converted $ 80,618
of interest and $ 1,750 in fees for a total of $ 82,368 into 1,144,000 shares of our common stock at a price of $0.072 per share. See Note
13.

 On October 9, 2025, we
entered into Amendment No. 6 to the Securities Purchase Agreement dated December 13, 2022, with Mast Hill. Pursuant to the Amendment,
the maturity date for the full amount outstanding was extended to April 30, 2026. See Note 13.

 F- 14

 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 for total proceeds of $ 125,000. The Promissory Notes bear interest
at 8 % per annum and were originally due March 31, 2022.

 On October 19, 2023, John Gandolfo, former director,
exercised his option to convert his convertible note of $ 25,000 plus $ 3,655 of accrued interest into 238,792 shares of common stock at
$0.12 per share.

 On November 1, 2023, we entered into four Promissory
Note 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 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 and, on January 31, 2025, these Promissory Notes were again amended to extend
the maturity date to July 31, 2025. On July 31, 2025, the maturity date of the Promissory Notes was extended to January 31, 2026.

 All other terms and conditions remained the same.

 At July 31, 2025, we had $ 100,000 of principal
and $ 28,859 of accrued interest related to these Promissory Notes outstanding.

 Notes Payable Outstanding

 Schedule of notes payable outstanding

 Fiscal Year

 Ended July 31,

 2025

 Fiscal Year

 Ended July 31,

 2024

 Convertible note issued to LGH due January 31, 2026, 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 January 31, 2026, with an interest rate of 8.0% per annum and convertible at $0.12 per share

 Accredited investor promissory note due January 31, 2026, with an interest rate of 10% per annum and convertible into 30,000 shares of Oragenics common stock

 Mast Hill convertible promissory note due April 30, 2026, with an interest rate of 10% per annum and convertible at $0.072 per share

 499,667

 499,667

 Accredited investor promissory note due January 31, 2026, with an interest rate of 18% per annum

 –

 Total principal

 1,984,667

 1,684,667

 Unamortized debt discount and closing costs

 ( 512
)

 ( 38,134
)

 $
 1,984,155

 $
 1,646,533

 F- 15

 Note 8. Stock-Based Compensation

 2021 Omnibus Stock Incentive Plan

 At our annual stockholder meeting held September
14, 2021, the stockholders approved the Amended and Restated 2021 Omnibus Stock Incentive Plan (the "2021 Plan"). The purpose
of the 2021 Plan is to enable us to recruit and retain highly qualified employees, directors and consultants and to provide incentives
for productivity and the opportunity to share in our growth and value. Subject to certain adjustments, the maximum number of shares of
common stock, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, cash or other stock-based
awards that may be issued under the 2021 Plan is 20,000,000. At July 31, 2025, 3,875,000 shares remained available for future issuances
and 17,625,000 shares of our common stock were reserved for issuance for awards pursuant to the 2021 Plan.

 Stock Options

 Stock option activity during fiscal 2025 and 2024 was as follows:

 Schedule of stock option activity

 2025

 2024

 Options

 Weighted

 Average

 Exercise

 Price

 Options

 Weighted

 Average

Exercise

Price

 Options outstanding at beginning of year

 18,470,000

 $
 0.17

 11,795,000

 $
 0.34

 Options granted

 –

 –

 10,475,000

 0.10

 Options cancelled

 ( 500,000
)

 ( 0.08
)

 ( 2,800,000
)

 ( 0.57
)

 Options expired

 ( 720,000
)

 ( 0.49
)

 ( 250,000
)

 ( 0.30
)

 Options forfeited

 –

 –

 ( 750,000
)

 ( 0.26
)

 Options outstanding at end of year

 17,250,000

 $
 0.13

 18,470,000

 $
 0.17

 Criteria used for determining the Black-Scholes
value of options granted were as follows:

 Schedule of assumptions

 2025

 2024

 Expected stock price volatility

 –

 147 % - 166 %

 Risk free interest rate

 –

 3.84 %
 - 4.72 %

 Expected life of options (years)

 –

 5.0 - 10.0

 Expected dividend yield

 –

 –

 The weighted average contractual term remaining for outstanding options
was 5.53 years at July 31, 2025.

 Warrants

 Warrant activity during fiscal 2025 and 2024
was as follows:

 Schedule of warrant activity

 2025

 2024

 Warrants

 Weighted

 Average

Exercise

Price

 Warrants

 Weighted

 Average

 Exercise

 Price

 Warrants outstanding at July 31, 2024

 21,725,274

 $
 0.27

 14,558,607

 $
 0.46

 Warrants issued

 0.1

 12,444,445

 0.07

 Warrants exercised

 –

 –

 ( 3,537,103
)

 0.07

 Warrants cancelled

 ( 550,000
)

 0.5

 ( 1,740,675
)

 0.34

 Warrants outstanding at July 31, 2025

 21,475,274

 0.25

 21,725,274

 0.27

 F- 16

 The weighted average contractual term remaining for outstanding warrants
was 2.13 years at July 31, 2025.

 Unrecognized Stock-Based Compensation Costs

 At July 31, 2025, we had no unrecognized stock-based
compensation.

 Note 9. Common
Stock

 Common Stock Purchase Agreement with Mast
Hill Fund, L.P.

 Pursuant to an Equity Purchase Agreement (the
"Agreement") dated July 29, 2025, we have the right, but not the obligation, to deliver Put Notices to Mast Hill Fund L.P.
("Mast Hill") to purchase Put Shares of our common stock totaling up to $ 25.0 million. Each Put Notice will be (i) in a minimum
amount not less than $ 5,000 and (ii) in a maximum amount up to the lesser of (a) $ 500,000 or (b) 20% of the Average Daily Trading Value.
The lesser of (a) or (b) is referred to as the Maximum Daily Put Amount. We may, at our option, specify a minimum share price with respect
to our common stock (the "Minimum Price") in a Put Notice at the time that the Put Notice is delivered to Mast Hill. If a
Minimum Price is specified in a Put Notice and our common stock trades at a price per share that is less than the Minimum Price during
the respective Valuation Period (the "Minimum Price Trigger"), then (i) the number of Put Shares with respect to such Put
shall automatically be reduced to the number of Put Shares sold by Mast Hill prior to the first time that our common stock traded below
the Minimum Price during the respective Valuation Period (the "Adjusted Put Share Amount"), and (ii) Mast Hill shall return
to the Transfer Agent the number of Put Shares under the respective Put that exceed the Adjusted Put Share Amount.

 The number of Put Shares purchased by Mast Hill
shall not exceed an amount such that Mast Hill would beneficially own more than 4.99% of our outstanding common stock immediately following
the purchase of shares of our common stock pursuant to a Put Notice.

 Pursuant to the Agreement, we filed a Registration
Statement covering up to 20.0 million shares to be sold by Mast Hill. We will not receive any compensation upon a sale of our common stock
by Mast Hill.

 On August 29, 2025, Mast Hill converted $ 80,618
of interest and $ 1,750 in fees for a total of $ 82,368 into 1,144,000 shares of our common stock at an exercise price of $0.072 per share.
See Note 13.

 Mast Hill Note Conversion and Warrant Exercises

 On August 7, 2023, Mast Hill converted their outstanding
warrant exercisable for 2,000,000 shares in a cashless exercise, which resulted in the issuance of 1,610,390 shares of our common stock
at an exercise price of $0.075 per share. Following this conversion, no shares remained available pursuant to this warrant.

 On March 14, 2024, Mast Hill converted their outstanding
warrant for 2,778,778 shares of our common stock in a cashless exercise, which resulted in the issuance of 1,926,713 shares of our common
stock at an exercise price of $0.072 per share. Following this exercise, Mast Hill had warrants exercisable for 14,666,667 shares of our
common stock at $0.072 per share.

 During fiscal 2024, Mast Hill converted a total
of $ 225,437 of principal, $ 16,013 of accrued interest and $ 8,750 of fees into 3,197,000 shares of our common stock. There were no conversions
in fiscal 2025. See Note 7.

 Conversion of LGH
Investments, LLC Convertible Note

 On October 6, 2025, LGH converted $ 144,000 of
their outstanding convertible note into 2,000,000 shares of our common stock at a price of $0.072 per share. Following the conversion,
there was $ 891,000 of principal and $ 281,875 of accrued interest outstanding. See Note 13.

 F- 17

 Return of Shares

 On August 24, 2023, ClearThink voluntarily returned
 100,000 shares of our common stock following their inadvertent sale of shares of our common stock exceeding predetermined limits.

 Convertible Notes Payable

 On October 19, 2023, John Gandolfo, former director,
exercised his option to convert his convertible note of $ 25,000 plus $ 3,655 interest into 238,792 shares of common stock at $0.12 per
share.

 On December 29, 2023, ClearThink exercised their
option to convert their convertible note payable of $ 175,000 plus $ 20,000 of interest into 975,000 shares of common stock at $0.20 per
share.

 Accredited Investors Note Purchase Agreement

 On December 29, 2023, the accredited investors
provided notice to convert their notes. On January 26, 2024, we converted a total of $ 500,000 of principal plus accrued interest of $ 28,767
for a total of $ 528,767 into 7,343,989 shares of our common stock at $0.072 per share. No amounts remained outstanding pursuant to this
note purchase agreement at July 31, 2025.

 Lincoln Park Capital Fund

 On August 14, 2020, we entered into a Purchase
Agreement (the "LPC Purchase Agreement") with Lincoln Park Capital Fund, LLC ("Lincoln Park" or "LPC").
Pursuant to the LPC Purchase Agreement, we had the right, in our sole discretion, to sell to LPC up to $10,250,000 in shares of our common
stock, from time to time until the expiration on December 31, 2023. In consideration for entering into the LPC Purchase Agreement, we
issued 793,802 shares of our common stock to LPC.

 Upon entering into the LPC Purchase Agreement,
we sold 602,422 shares of our common stock to LPC in an initial purchase for a total purchase price of $ 250,000. Thereafter, and through
the expiration date, LPC purchased a total of 7,982,518 shares of our common stock for total proceeds to us of $ 2,656,106. Of these amounts,
 600,000 shares were purchased for total proceeds to us of $ 55,620 in fiscal 2024. At December 31, 2023, the LPC Purchase Agreement expired.

 Common Stock Issued
in Connection with Debt Financings

 As discussed above in
Note 7, we issued the following shares of our common stock in connection with debt financings during fiscal 2024. No common stock was
issued during fiscal 2025:

 1,610,390 shares on August 7, 2023 upon Mast Hill's cashless exercise of warrants exercisable for 2,000,000 shares of our common stock;

 238,792 shares issued to John Gandolfo on October 19, 2023 in connection with the conversion of his $ 25,000 note payable;

 417,000 shares issued on October 29, 2023 upon Mast Hill's conversion of $ 47,653 of principal, $ 5,167 of accrued interest and $ 1,750 of fees;

 695,000 shares issued on November 6, 2023 upon Mast Hill's conversion of $ 42,710 of principal, $ 5,580 of accrued interest and $ 1,750 of fees;

 695,000 shares issued on November 29, 2023 upon Mast Hill's conversion of $ 43,975 of principal, $ 4,315 of interest and $ 1,750 of fees;

 695,000 shares issued on December 22, 2023 upon Mast Hill's conversion of $ 46,833 of principal, $ 1,457 of accrued interest and $ 1,750 of fees;

 975,000 shares on December 20, 2023 in connection with ClearThink's conversion of its $ 175,000 convertible note and $ 20,000 of accrued interest;

 7,343,989 shares issued to accredited investors on December 29, 2023 upon conversion of $ 500,000 of principal and $ 28,767 of accrued interest;

 695,000 shares issued on January 18, 2024 upon Mast Hill's conversion of $ 44,266 of principal, $ 4,024 of accrued interest and $ 1,750 of fees; and

 1,926,713 shares on March 14, 2024 upon Mast Hill's cashless exercise of warrants exercisable of 2,778,778 shares of our common stock.

 F- 18

 Note 10. Income
Taxes

 We file income tax returns in the U.S. federal
jurisdiction and the various states in which we operate and are registered. Our tax returns are not currently under examination for any
year. The deferred tax assets are net of a 100% valuation allowance as it is more likely than not at this time that the deferred tax assets
will not be realized due to substantial uncertainty as to our ability to continue as a going concern (Note 1).

 The following table reconciles the U.S. federal
statutory rate to our effective tax rate:

 Schedule of effective income tax rate reconciliation

 Fiscal

 2025

 2024

 US federal statutory rates

 21.0 %

 21.0 %

 Permanent differences

 ( 0.8 %

)

 ( 7.1 %

)

 Changes in deferred tax asset – stock-based compensation and
options

 ( 4.6 %

)

 9.8 %

 Valuation allowance

 ( 15.6 %

)

 ( 23.7 %

)

 Effective tax rate

 0.0 %

 0.0 %

 Our tax provision (benefit) was as follows:

 Schedule of components of income tax expense (benefit)

 Fiscal

 2025

 2024

 Current income taxes
 (benefit)

 $

 ( 668,300

)

 $

 268,300

 Deferred income taxes (benefit)

 397,200

 ( 482,800

)

 Increase in valuation allowance

 ( 271,100

)

 ( 214,500

)

 Total

 $

 –

 $

 –

 Our net deferred tax asset was as follows:

 Schedule of net deferred tax assets

 Fiscal

 2025

 2024

 Cost of in-process research and development

 4,049,100

 4,049,100

 Stock-based compensation and options

 1,442,600

 1,501,300

 Impairment of investment – Oragenics, Inc. preferred stock

 2,720,600

 2,720,600

 Unrealized losses on investment – Oragenics, Inc. common stock

 –

 344,100

 Allowance for doubtful accounts

 11,400

 5,800

 Net operating loss carryforwards

 4,230,000

 3,561,700

 Total deferred tax assets

 12,453,700

 12,182,600

 Valuation allowance

 ( 12,453,700

)

 ( 12,182,600

)

 Net deferred tax asset

 $

 –

 $

 –

 As of July 31, 2025, we had $ 20,142,745
of federal net operating loss carryforwards. These carry forwards relate to tax years after 2018 and therefore have indefinite lives. Current or future ownership changes may severely limit the future realization of these net
operating losses.

 We provide for a valuation allowance when it is
more likely than not that they will not realize a portion of the deferred tax assets. We established a valuation allowance against our
net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the
assets. Therefore, we have not reflected any benefit from such deferred tax assets in the accompanying financial statements.

 We review the issuance of stock to certain senior
executives who received stock in conjunction with becoming an officers and directors. As officers and directors of a publicly-traded
company, the sale of shares could be subject to the short-swing profits rules of Securities Exchange Act Section 16(b) and is subject
to a substantial risk of forfeiture per IRC § 83 (c)(3)(A). Given that such stock is subject to a substantial risk of forfeiture,
such stock is treated as nonvested stock under IRC § 83. As the stock received was nonvested stock, income inclusion is deferred
until the year in which the stock vests unless the employee makes an affirmative election to include income in the year of receipt.

 We reviewed all income tax positions taken or
that are expected to be taken for all open years and determined that our income tax positions are appropriately stated and supported
for all open years. We are subject to U.S. federal income tax examinations by tax authorities for years after 2022 due to unexpired net
operating loss carryforwards originating in and subsequent to that year. We may be subject to income tax examinations for the various
taxing authorities which vary by jurisdiction. Our policy is to record interest and penalties associated with unrecognized tax benefits
as additional income taxes in the statements of operations. As of July 31, 2025, there were no
unrecognized tax benefits, or any material tax related interest or penalties. We do not have any examinations ongoing.

 F- 19

 Note 11. Related Party Transactions

 Due to Officers

 The following amounts were due to our officers
for reimbursement of expenses and were included in Accounts payable and accrued wages, officers on our Consolidated Balance Sheets:

 Schedule of related party payables

 2025

 2024

 Joseph M. Redmond, CEO

 $
 17,125

 $
 12,313

 Christine Farrell, CFO

 34,085

 2,836

 $
 51,210

 $
 15,149

 The amount of unpaid salary and bonus due to our
officers was included in Accrued payable and accrued wages, officers on our Consolidated Balance Sheets and was as follows:

 Schedule of accrued wages

 2025

 2024

 Joseph M. Redmond, CEO

 $
 1,330,308

 $
 1,138,400

 Christine Farrell, CFO

 476,925

 370,310

 $
 1,807,233

 $
 1,508,710

 See Note 7 for a discussion of $ 25,000 Promissory Notes payable to
each of two officers and two directors.

 Note 12. Net
Loss Per Share

 The following securities were excluded from the
calculation of diluted net loss per share because their effect would have been anti-dilutive:

 Schedule of anti-dilutive securities

 2025

 2024

 Options to purchase common stock

 17,250,000

 18,470,000

 Common stock issuable upon conversion of outstanding convertible notes payable and related accrued interest

 27,018,326

 25,107,762

 Warrants to purchase common stock

 21,475,274

 21,725,274

 Total potentially dilutive securities

 65,743,600

 65,303,036

 Basic and diluted net loss per share are the same
for all periods presented because we are in a loss position.

 Note 13. Subsequent
Events

 Accredited Investor Promissory Note Amendment
and New Promissory Note

 On August 14, 2025, the $300,000 promissory note
with Peter D'Arruda, accredited investor dated August 14, 2024 was amended to extend the maturity date to January 31, 2026. See
Note 7 for additional information.

 On October 3, 2025, we
entered into a $100,000 promissory note with an effective date of October 1, 2025, with Peter D'Arruda, an accredited investor.
The $100,000 was received October 3, 2025. The note has a one-year maturity, becoming due on September 30, 2026, and bears interest at
the rate of 18% per annum. In addition, we issued the investor an immediately exercisable warrant to purchase 100,000 shares of our common
stock at $0.10 per share that expires September 30, 2030.

 F- 20

 Mast Hill Fund,
L.P.

 On August 27, 2025, we entered into Securities
Purchase Agreement (the "SPA") with Mast Hill. Pursuant to the SPA, we sold Mast Hill (i) a $220,000 face value, one-year,
10% per annum Promissory Note (the "Note") convertible into shares of our common stock at 85% of the lowest volume-weighted
average price of our common stock during the ten trading days immediately preceding the respective conversion date, and (ii) a five-year
warrant that is immediately exercisable entitling Mast Hill to acquire 1,000,000 shares of our common stock at $0.10 per share. If the
market price of our common stock is greater than the exercise price, Mast Hill may elect to receive warrant shares pursuant to a cashless
exercise. Any principal or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) 16% per
annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid. Net proceeds after original discount
of $22,000, fees and expenses, was $173,000.

 On August 29, 2025, Mast Hill converted $80,618
of interest and $1,750 in fees for a total of $82,368 into 1,144,000 shares of our common stock at a price of $0.072 per share. Following
the conversion, principal was $499,667 and remaining interest was $13.00.

 On October 9, 2025, we
entered into Amendment No. 6 to the Securities Purchase Agreement dated December 13, 2022, with Mast Hill. Pursuant to the Amendment,
the maturity date for all outstanding principal and interest was extended to April 30, 2026.

 LGH Investments,
LLC

 On September 18, 2025, and effective July 31,
2025, we entered into Amendment No. 10 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 January 31, 2026.

 On October 6, 2025, LGH converted $144,000 of
their outstanding convertible note into 2,000,000 shares of our common stock at $0.072 per share. Following the conversion, there was
$891,000 of principal and $281,875 of accrued interest outstanding.

 Master Technology
and Sub-license Agreement

 On October 14, 2025,
we entered into a Master Technology and Sub-license Agreement (the "Agreement") with NeuRX Health, Inc. ("NeuRX").
Pursuant to the Agreement, we entered into a sub-licensing agreement for exclusive, worldwide rights to BreastCheck, a non-invasive
test for breast abnormalities. The Agreement is subject to finalization of certain terms and closing conditions.

 F- 21

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item 9A.

 Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 Management, with the participation of our Chief
Executive Officer and Chief Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of July 31, 2025.
The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), means controls and other procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that
it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal
executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes
that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.
Based on the evaluation of our disclosure controls and procedures as of July 31, 2025, our Chief Executive Officer and Chief Accounting
Officer concluded that, as of such date, that as a result of the material weaknesses in internal control over financial reporting that
are described below in Management's Report on Internal Control Over Financial Reporting, our disclosure controls and procedures
were not effective.

 Management's Annual Report on Internal
Control Over Financial Reporting

 In light of the material weakness described below,
as of July 31, 2025, prior to the filing of this Form 10-K for the period ended July 31, 2025, management determined that key controls
were performed timely and additional procedures were performed, including validating the completeness and accuracy of the underlying data
used to support the amounts reported in the financial statements. These control activities and additional procedures have allowed us to
conclude that, notwithstanding the material weaknesses, the financial statements in this Form 10-K fairly present, in all material respects,
our financial position, results of operations, statement of stockholder equity and cash flows for the periods presented in conformity
with United States GAAP.

 We are responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

 Internal control over financial reporting includes
those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures
are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the
financial statements.

 Management recognizes that there are inherent
limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only
reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition,
effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration
in the degree of compliance with our established policies and procedures.

 A material weakness is a significant deficiency,
or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of
the annual or interim financial statements will not be prevented or detected.

 Under the supervision and with the participation
of our President and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting,
as of July 31, 2025, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in 2013. Based on our evaluation under this framework, we concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated below.

 Insufficient Resources: We
have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

 Inadequate Segregation of Duties: We
have an inadequate number of personnel to properly implement control procedures.

 We are committed to improving the internal controls
and will (1) continue to use third party specialists to address shortfalls in staffing and to assist us with accounting and finance responsibilities,
(2) increase the frequency of independent reconciliations of significant accounts, which will mitigate the lack of segregation of duties
until there are sufficient personnel, and (3) may consider appointing additional outside directors and audit committee members in the
future.

 We have discussed the material weakness noted
above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote
likelihood that misstatements, which could be material to the annual or interim financial statements could occur that would not be prevented
or detected.

 This annual report does not include an attestation
report of our registered public accounting firm regarding internal control over financial reporting. Our report was not subject to attestation
by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only our report in this annual
report.

 Changes in Internal Controls Over Financial
Reporting

 There have been no changes in our internal control
over financial reporting that occurred during the quarter ended July 31, 2025, that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

 Item 9B.

 Other Information

 During the quarter ended July 31, 2025, no director
or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in
Item 408(a) of Regulation S-K.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not applicable.

 Item 10.

 Directors, Executive Officers, and Corporate Governance.

 DIRECTORS AND CORPORATE GOVERNANCE

 Directors

 Our Board of Directors
currently consists of three members, each of whom serve for a one-year term or until a successor has been elected and qualified: Joseph
Michael Redmond, Jerome H. Casey and Ricky W. Richardson.

 The name of and certain information regarding
each director as of October 29, 2025 is set forth below. This information is based on data furnished to us by the directors. There is
no family relationship between any director, executive officer, or person nominated to become a director or executive officer. The business
address for each director for matters regarding the Company is 2300 West Sahara Avenue, Suite 800-#4012, Las Vegas, NV 89102.

 The following table sets forth information about our executive officers
and directors as of the date of this filing:

 Name

 Age

 Position with Odyssey

 Officer or Director Since (4)

 Director, President and Chief Executive Officer

 2017

 Chief Financial Officer and Secretary

 2019

 Jerome H. Casey

 Director (1)(2)(3)

 2019

 Ricky W. Richardson

 Director (1)(2)(3)

 2021

 (1) Member of the Compensation Committee

 (2) Member of the Corporate Governance and Nominating Committee

 (3) Member of the Audit Committee

 (4) Members serve for one-year terms or until a successor is appointed

 Joseph Michael Redmond has served
as our Chief Executive Officer, President and Chairman of the Board since 2017. Effective December 28, 2023, Mr. Redmond also serves as
the President of Oragenics, Inc., a development stage company dedicated to research and development of nasal delivery pharmaceutical medications.
Mr. Redmond has over 30 years commercial experience in medical device companies. Prior to joining Odyssey, Mr. Redmond served as CEO of
Parallax Health Sciences, Inc., a healthcare related company, from 2010 to 2017 where he acquired two businesses and three different patented
technologies. Prior to this, Mr. Redmond was V.P. of Business Development for DxTech, Inc., a start-up company developing a unique point
of care diagnostic testing platform, from 2007 to 2009 when the company was sold. Prior to this, Mr. Redmond served as the V.P. of Sales
and Marketing for Bioject Medical Technologies, Inc. ("Bioject"), a medical device company specializing in unique drug delivery
technologies, from 1996 to 2007. While at Bioject, Mr. Redmond helped raise over $15 million in capital, entered into several licensing
and distribution deals with major biotech and pharmaceutical companies and grew the market cap of the company from under $10 million to
over $400 million. Prior to this, Mr. Redmond held various sales and marketing positions at Abbott Laboratories a multi-billion dollar
healthcare company and helped start KMC Systems Inc., now a leading private label developer and manufacturer of medical devices and instrumentation.
Mr. Redmond was in charge of Sales and Marketing and grew the company from start-up to over $50 million in revenue. Mr. Redmond holds a
B.A. degree from Denison University.

 We believe that Mr. Redmond possesses specific
attributes that qualify him to serve on the board of directors, including his extensive experience in the health and wellness industry
while working with and managing companies within the industry and as a board member his knowledge about product strategies and marketing
will assist us in developing businesses. Mr. Redmond has management experience in a publicly traded company.

 Jerome
H. Casey has been a Director since September 2019. Mr. Casey has been a leader in the life science industry for over 30 years.
Mr. Casey served as a senior executive at Genzyme Corporation, a biotechnology company, from 1989 to 2011. Mr. Casey was the driver behind
Genzyme's commercial success in the diagnostics arena, building a $175 million business which Genzyme sold to Japan-based Sekisui
Chemical in 2011. Mr. Casey then became the President and COO of the new entity, Sekisui Diagnostics, LLC, until the end of 2014. While
President and COO, Mr. Casey established the strategic direction for the company, led the global organization, including the commercial,
operations, research and development, finance, human resources, and legal functions; and achieved the annual and long-term financial objectives
of the business. Since 2015, Mr. Casey has been actively involved in several life sciences ventures, both as an advisor and an investor,
while serving on multiple Boards. Mr. Casey holds an M.B.A. degree in Finance and a B.A. degree in Political Science from the University
of Connecticut.

 We believe that Mr. Casey possesses specific attributes
that qualify Mr. Casey to serve on the board of directors, including Mr. Casey 's extensive
experience in the life sciences and pharmaceutical industries, as well as Mr. Casey 's management
experience. Mr. Casey has management experience in a publicly-traded company.

 Ricky W. Richardson has been a Director
since May 2021. Mr. Richardson has over 30 years of experience as a global operations and quality leader. He possesses strong operations
and quality experience that includes change management, multi-plant operations, financial acumen, supply chain/vendor management, strategic
business development, start-up planning and execution, new product introductions and lean deployment. From November 2020 to present, Mr.
Richardson has served as the Vice President of Quality and Continuous Improvement for Advanced Drainage Systems, which is an industry
leader in the design and manufacturing of products supporting water management solutions. From September 2011 to October 2020, Mr. Richardson
held positions at Danaher Corporation, a multi-billion-dollar global manufacturer of Diagnostic, Life Sciences, Product Identification,
Water Quality and Environmental/Applied Solutions products and services. His most recent positions included Corporate Director of Danaher
Business Systems "DBS" Integration Regulatory Affairs and Compliance and Corporate Director, of DBS Operations and Lean. From
February 2008 to July 2011, Mr. Richardson was Director of Operations, Continuous Improvement for Stryker Orthopaedics, a multi-billion
dollar global manufacturer of Orthopaedics. Prior to this, Mr. Richardson held various positions at Bioject Medical Technologies, Inc.,
Baxter Healthcare and Texas Instruments. From 1984 to 1987 he was a Lieutenant, Field Artillery, with the U.S. Army. He holds a B.S. degree
in Engineering from the U.S. Military Academy, West Point, NY. Mr. Richardson has extensive management experience in manufacturing, regulatory
and quality assurance of FDA approved medical products.

 We believe that Mr. Richardson possesses specific
attributes that qualify Mr. Richardson to serve on the board of directors, including Mr. Richardson 's
 extensive experience in the life sciences and medical device industries, as well as Mr. Richardson 's
management experience. Mr. Richardson has management experience in a publicly-traded company.

 No Family Relationships

 No family relationship exists among any of the
directors or executive officers. No arrangement or understanding exists between any director or executive officer and any other person
pursuant to which any director was selected as a director or executive officer of Odyssey.

 Code of Ethics

 We have adopted a Code of Ethics that applies
to our directors, officers and all employees. It may be obtained free of charge by writing to Odyssey Group International, Inc., Attn:
Chief Executive Officer, 2300 West Sahara Avenue, Suite 800-#4012, Las Vegas, NV 89102.

 Board of Directors Composition

 Our board of directors currently consists of three
members. Our bylaws permit our board of directors to establish by resolution the authorized number of directors, and three directors are
currently authorized. In fiscal 2025, the board held four board meetings and four audit committee meetings. All directors attended at
least 75% of the board and committee meetings.

 Director Independence

 Under the rules of the national securities exchanges,
a majority of a listed company's board of directors must be comprised of independent directors, and each member of a listed company's
audit, compensation, and nominating and corporate governance committees must be independent as well. Under the same rules, a director
will only qualify as an "independent director" if that company's board of directors affirmatively determines that such
director has no material relationship with that company, either directly or as a partner, stockholder or officer of an organization that
has a relationship with that company. We evaluate independence by the standards for director independence established by applicable laws,
rules, and listing standards including, without limitation, the standards for independent directors established by The New York Stock
Exchange, Inc., the NASDAQ National Market, and the Securities and Exchange Commission.

 Subject to some exceptions, these standards generally
provide that a director will not be independent if (a) the director is, or in the past three years has been, an employee of ours; (b)
a member of the director's immediate family is, or in the past three years has been, an executive officer of ours; (c) the director
or a member of the director's immediate family has received more than $120,000 per year in direct compensation from us other than
for service as a director (or for a family member, as a non-executive employee); (d) the director or a member of the director's
immediate family is, or in the past three years has been, employed in a professional capacity by our independent public accountants, or
has worked for such firm in any capacity on our audit; (e) the director or a member of the director's immediate family is, or in
the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation
committee; or (f) the director or a member of the director's immediate family is an executive officer of a company that makes payments
to, or receives payments from, us in an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000
or two percent of that other company's consolidated gross revenues. Based on these standards, we have determined that
Mr. Redmond, our President, CEO and director is not an independent director.

 Our board of directors has determined Messrs.
Casey and Richardson are "independent directors" as defined in the NASDAQ listing standards and applicable SEC rules.

 In addition, following the effectiveness of the
registration statement of which this report is a part, the members of our audit committee must satisfy the independence criteria set forth
in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or Rule 10A-3. In order to be considered to be independent for purposes
of Rule 10A-3, no member of the audit committee may, other than in his capacity as a member of the audit committee, the board of directors
or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the Company
or any of its subsidiaries or (2) be an affiliated person of the Company or any of its subsidiaries.

 Committees of the Board

 Our Board currently has three standing committees:
an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee. Each committee is governed by a written
charter. The full text of each committee charter is available on our website located at www.odysseyhealthinc.com/investor-relations or
in print to any interested party who requests it.

 Audit Committee

 The Audit Committee assists our Board in fulfilling
its oversight responsibility for the (i) financial reporting process, (ii) the system of internal control over financial reporting, (iii)
the audit process, and (iv) our process for monitoring compliance with laws and regulations and the code of conduct.

 In fulfilling the duties outlined in its charter,
the Audit Committee, among other things, shall have the authority and responsibility to:

 select, evaluate and, where appropriate, replace our independent registered public accounting firm;

 review and confirm the independence of the external auditors by obtaining statements from the auditors on relationships between the auditors and the company, including non-audit services, and discussing the relationships with the auditors;

 review and discuss with management and our independent registered public accounting firm, prior to release to the general public and legal and regulatory agencies, our annual audited financial statements and quarterly financial statements, including disclosures contained in our Annual Report on Form 10-K under the section heading "Management's Discussion and Analysis of Financial Condition and Results of Operations," and matters required to be reviewed under applicable legal, regulatory or public company exchange listing requirements;

 consider the effectiveness of our internal control over annual and interim financial reporting, and understand the scope of internal and external auditors' review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management's responses;

 review the effectiveness of the internal audit function, including compliance with The Institute of Internal Auditors' Standards for the Professional Practice of Internal Auditing;

 review management's report on internal control over financial reporting and discuss with management and the independent registered public accounting firm any significant deficiencies or material weaknesses in the design or operation of our internal controls;

 retain outside counsel, accountants or others to advise the committee or assist in the conduct of an investigation; and

 seek any information it requires from employees or external parties and meet with company officers, external auditors or outside counsel, as necessary.

 A copy of the full text of the Audit Committee
Charter can be found on our website at www.odysseyhealthinc.com.

 During fiscal 2025, the Audit Committee was comprised
of two independent directors: Jerome H. Casey (Chair and Financial Expert) and Ricky Richardson. The Audit Committee met four times in
fiscal 2025.

 Compensation Committee

 The Compensation Committee was established to
support the Board in fulfilling its fiduciary responsibilities relating to compensation of our executive officers, the adoption of policies
that govern our compensation and benefit programs, oversight of plans for executive officer development and succession and ensuring compliance
with regulatory bodies where applicable. The Compensation Committee is responsible for overseeing the compensation of our employees, including
equity-based plans, and employee benefit plans and practices, including the compensation and benefits of our executive officers. The Compensation
Committee also administers our Amended and Restated 2021 Omnibus Stock Incentive Plan.

 In fulfilling the duties outlined in its charter,
the Compensation Committee, among other things, shall:

 assist the Board in establishing CEO annual goals and objectives and recommend the CEO's annual compensation including salary, bonus, incentive and equity compensation, as applicable, to the other independent members of the Board for approval;

 review the structure and competitiveness of our CEO's compensation programs considering the following factors: (i) the attraction and retention of the CEO; (ii) the motivation of the CEO to achieve our business objectives; and (iii) the alignment of the interests of the CEO with the long-term interests of our stockholders;

 oversee the evaluation of the performance of our other executive officers and approve the annual compensation, including salary, bonus, incentive and equity compensation, for executive management;

 review the structure and competitiveness of our executive compensation programs considering the following factors: (i) the attraction and retention; (ii) the motivation of executive management to achieve our business objectives; and (iii) the alignment of the interests of executive management with the long-term interests of our stockholders; and

 with respect to SEC reporting requirements, review and discuss with management our compensation discussion and analysis, and oversee the preparation of, and approve, the Compensation Committee's report on executive compensation to be included in our proxy statement.

 During fiscal 2025, the Compensation Committee
was comprised of two independent members: Ricky W. Richardson (Chair) and Jerome H. Casey. The Compensation Committee met one time in
fiscal 2025.

 Pursuant to its charter, the Compensation Committee
has the authority, to the extent it deems necessary or appropriate, to retain compensation consultants, independent legal counsel or other
advisors and has the authority to approve the fees and other retention terms with respect to such advisors. From time to time the Compensation
Committee may engage compensation consultants to advise it on certain matters.

 A copy of the full text of the Compensation Committee
Charter can be found on our website at www.odysseyhealthinc.com.

 Compensation Committee Interlocks and Insider
Participation

 The Compensation Committee is comprised of two
independent directors: Ricky Richardson (Chair) and Jerome H. Casey. No officer of the Company is on the board or compensation committee
of any other company where a member of the Odyssey Compensation Committee is an officer.

 Corporate Governance and Nominating Committee

 The Corporate Governance
and Nominating Committee was established to support the Board in fulfilling its fiduciary duties to appoint the best-qualified candidates
for the Board, and CEO positions.

 In fulfilling the duties outlined in its charter,
the Corporate Governance and Nominating Committee, among other things, shall:

 identify individuals qualified to become members of our Board and select director nominees to be presented for stockholder approval at our annual meeting of stockholders;

 review nominations against the selection criteria established by this Committee and develop a slate of nominees that represents those criteria for board selection;

 vet all candidates to ensure that they have the proper competencies, experience and willingness to fulfill their duties and responsibilities as board directors; and

 ensure that the board composition reflects the necessary criteria that meets best practices for independence and diversity.

 The Corporate Governance and Nominating Committee
will consider recommendations for directorships submitted by stockholders. Stockholders who wish the Corporate Governance and Nominating
Committee to consider their directorship recommendations should submit their recommendations in writing to Odyssey Health, Inc., 2300
West Sahara Avenue, Suite 800 - #4012, Las Vegas, NV 89102, Attn: Chairman of the Corporate Governance and Nominating Committee. Recommendations
by stockholders that are made in accordance with these procedures will receive the same consideration given to nominations made by the
Corporate Governance and Nominating Committee.

 Nominees may be suggested
by directors, members of management, stockholders or, in some cases, by a third-party firm. In identifying and considering candidates
for nomination to the Board, the Corporate Governance and Nominating Committee considers a candidate's quality of experience, the
needs and the range of talent and experience represented on our Board. In evaluating particular candidates, the Corporate Governance and
Nominating Committee will review the nominee's qualifications to ensure that they have the proper competencies, experience and willingness
to fulfill their duties and responsibilities as board directors. The Corporate Governance and Nominating Committee will also ensure that
the board composition reflects the necessary criteria that meets best practices for independence and diversity.

 During fiscal 2025, the Corporate Governance and
Nominating Committee was comprised of two independent members: Jerome H. Casey (Chair) and Ricky W. Richardson. The Corporate Governance
and Nominating Committee met one time in fiscal 2025.

 A full copy of the Corporate Governance and Nominating
Committee Charter can be found on our website at www.odysseyhealthinc.com.

 Indemnification of Directors and Officers

 Sections 78.7502 and 78.751 of the Nevada Revised
Statutes provides that directors and officers of Nevada corporations may, under certain circumstances, be indemnified against expenses
(including attorneys' fees) and other liabilities actually and reasonably incurred by them as a result of any suit brought against
them in their capacity as a director or officer, if they acted in good faith and in a manner that they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable
cause to believe their conduct was unlawful. Section 78.7502 of the Nevada Revised Statutes also provides that directors and officers
of Nevada corporations also may be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by
them in connection with a derivative suit if they acted in good faith and in a manner that they reasonably believed to be in or not opposed
to the best interests of the corporation, except that no indemnification may be made without court approval if such person was adjudged
liable to the corporation.

 Article VIII of our articles of incorporation
provides that we shall, to the fullest extent permitted by the laws of the State of Nevada, indemnify our directors, officers and certain
other persons. Article V, Section 1 of our bylaws provides that our directors, officers and certain other persons shall be indemnified
and held harmless by us to the fullest extent permitted by the laws of the State of Nevada.

 Anti-Takeover Effects of Provisions of Nevada
State Law

 We may be or in the future we may become subject
to Nevada's control share law. A corporation is subject to Nevada's control share law if it has more than 200 stockholders,
at least 100 of whom are stockholders of record and residents of Nevada, and if the corporation does business in Nevada or through an
affiliated corporation.

 The law focuses on the acquisition of a "controlling
interest," which means the ownership of outstanding voting shares is sufficient, but for the control share law to enable the acquiring
person to exercise the following proportions of the voting power of the corporation in the election of directors: (1) one-fifth or more
but less than one-third, (2) one-third or more but less than a majority, or (3) a majority or more. The ability to exercise such voting
power may be direct or indirect, as well as individual or in association with others.

 The effect of the control share law is that the
acquiring person, and those acting in association with that person, obtain only such voting rights in the control shares as are conferred
by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law
contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to take away voting
rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights
to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is
free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not
become governed by the control share law.

 If control shares are accorded full voting rights
and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than
an acquiring person, who has not voted in favor of approval of voting rights, is entitled to demand fair value for such stockholder's
shares.

 Nevada's control share law may have the
effect of discouraging corporate takeovers.

 In addition to the control share law, Nevada has
a business combination law, which prohibits certain business combinations between Nevada corporations and "interested stockholders"
for three years after the "interested stockholder" first becomes an "interested stockholder" unless the corporation's
board of directors approves the combination in advance. For purposes of Nevada law, an "interested stockholder" is any person
who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of
the corporation, or (2) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial
owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition
of the term "business combination" is sufficiently broad to cover virtually any kind of transaction that would allow a potential
acquirer to use the corporation's assets to finance the acquisition or otherwise to benefit its own interests rather than the interests
of the corporation and its other stockholders.

 The effect of Nevada's business combination
law is to potentially discourage parties interested in taking control of the Company from doing so if it cannot obtain the approval of
our Board of Directors.

 Conflicts of Interest

 There are no conflicts of interest with any officers,
directors or executive staff.

 EXECUTIVE OFFICERS

 The following table provides certain summary information
concerning our executive officers.

 Name

 Age

 Current Position(s) with Odyssey

 Officer
 Since

 Director, President and Chief Executive Officer

 2017

 Chief Financial Officer and Secretary

 2019

 Biographical information for Mr. Redmond is located
above under the heading "Directors."

 Christine M. Farrell joined
Odyssey April 2019 as a financial consultant serving as our Controller and Secretary and became Chief Financial Officer and Secretary
in January 2021. Effective December 28, 2023, Ms. Farrell also serves as the V.P. of Finance for Oragenics, Inc., a development stage
company dedicated to research and development of nasal delivery pharmaceutical medications. From February 1997 to 2014, Ms. Farrell was
Vice President of Finance for Bioject Medical Technologies Inc., a medical device company specializing in unique drug delivery technologies.
Prior to joining Bioject, Ms. Farrell held accounting and financial management positions with Spar-Tek Industries, a manufacturer
of high quality and cutting-edge technology for the plywood industry, and Action Machinery, a seller of new and used robotic machine tools
and equipment. Ms. Farrell holds a B.A. degree in Accounting from the University of Washington and an M.B.A. from Willamette University
in Salem, Oregon.

 We believe that Ms. Farrell possesses specific
attributes that qualify Ms. Farrell to serve as Chief Financial Officer, including experience in the medical device industry and management
experience in a publicly-traded company.

 Item 11.

 Executive Compensation

 Summary Compensation
Table

 The following Summary Compensation Table provides
certain summary information concerning the compensation of our Chief Executive Officer and Chief Financial Officer.

 Salary

 Option Awards

 Name and Principal Position

 Year

 ($) (1)(2)

 ($) (5)

 Total($)

 2025

 $

 191,908

 $

 –

 $

 191,908

 President, Chief Executive Officer and Chairman

 2024

 $

 396,000

 $

 73,219

 (3)(4)

 $

 469,219

 2025

 $

 106,615

 $

 –

 $

 106,615

 Chief Financial Officer and Secretary

 2024

 $

 220,000

 $

 73,219

 (3)(4)

 $

 293,219

 __________

 (1)

 As of July 31, 2025 and 2024, Mr. Redmond had accrued salary and bonus of $1,330,308 and $1,138,400, respectively, which will be paid either in cash or stock at a future date.

 (2)

 As of July 31, 2025 and 2024, Ms. Farrell had accrued salary and bonus of $476,925 and $370,310, respectively, which will be paid either in cash or stock at a future date.

 (3)

 In December 2023, we issued Mr. Redmond and Ms. Farrell 500,000 Stock Options with a value of $49,500, which vested immediately.

 (4)

 In June 2024, we issued Mr. Redmond and Ms. Farrell 500,000 Stock Options with a value of $23,719. These options vested as to 40% of the total at July 31, 2024, 20% on October 31, 2024, 20% on January 31, 2025 and 20% on April 30, 2025.

 (5)

 For information regarding the determination of the fair value of stock-based awards, see Notes 2 and 8 of Notes to Financial Statements in our Form 10-K for the fiscal year ended July 31, 2025.

 Outstanding
Equity Awards at Year-End

 Option Awards

 Name

 Grant Date

 Number of Securities Underlying Unearned Unexercised Options(#) Exercisable

 Option Exercise Price

 Option Expiration Date

 6/28/2024

 $

 0.10

 6/27/2034

 12/29/2023

 $

 0.10

 12/28/2033

 5/19/2022

 750,000

 $

 0.30

 5/18/2032

 6/28/2024

 $

 0.10

 6/27/2034

 12/29/2023

 $

 0.10

 12/28/2033

 10/14/2022

 $

 0.32

 10/13/2032

 5/19/2022

 600,000

 $

 0.30

 5/18/2032

 Options Exercised and Stock Vested

 The following table provides information about
options exercised and stock awards vested for the named executive officers during fiscal 2025.

 Stock Awards

 Number of Shares Acquired on Vesting

 Value Realized on Vesting (1)

 $

 4,660

 4,660

 _________________

 (1)

 The value realized on vesting was determined based on the fair value of our common stock when the shares vested.

 Narrative Disclosure on the Timing of Stock-Based
Awards

 The Company's policy is to grant stock-based
awards, including stock options, in a manner designed to align the interests of its executives, employees and consultants with those of
our stockholders and to avoid the appearance or actuality of granting awards based on the possession of material nonpublic information.

 Timing of Awards

 Our Board of Directors has delegated authority
to the Compensation Committee (the "Committee") to approve all equity-based awards under our equity incentive plans. The Committee
typically approves annual grants of stock options and other stock-based awards at the board meeting following the annual stockholder meeting.
This schedule is intended to ensure that all material information about our performance has been publicly disclosed prior to the determination
of award levels and grant dates.

 In addition to the annual grants, the Committee
may approve grants at other times during the year for new hires, promotions, consultants or other special incentive compensation. Such
off-cycle grants are made upon Committee approval and grant dates are not coordinated with the release of earnings or other material announcements.

 Consideration of Material Nonpublic Information

 In determining the timing and terms of stock-based
awards, the Committee ensures that any material nonpublic information regarding the Company's financial condition, operating results,
or prospective developments has been publicly disclosed prior to establishing award levels and grant dates. The Committee does not accelerate
or delay the public release of material information in anticipation of, or following, the grant of stock-based awards.

 Our insider trading policy prohibits directors,
officers, employees, consultants and independent contractors from engaging in transactions involving our securities, including the grant,
exercise, or sale of equity awards, while in possession of material nonpublic information. In addition, all stock-based awards are granted
during open trading windows or on dates pre-approved by the Committee.

 Disclosure Timing and Compensation Value

 We do not time the release of material nonpublic
information for the purpose of affecting the value of executive compensation or influencing the terms of stock-based awards The exercise
price of all stock options, which is the date the Committee approves the grant, is determined based on the closing market price of our
common stock on the grant date or above the market price based on contractual agreements. Accordingly, the Committee believes that the
timing of stock-based awards does not advantage or disadvantage recipients relative to the disclosure of material nonpublic information.

 The Board and Committee believe that these practices
reflect sound governance and align with stockholder interests by ensuring that stock-based awards are granted transparently, and without
regard to the timing of our disclosure of material nonpublic information.

 Grants of Plan-Based Awards

 No plan-based awards were granted to our officers
during 2025.

 Contractual Arrangements

 Mr. Redmond

 On January 21, 2021, the Board and Mr. Redmond
entered into an employment agreement (the "Agreement") for a three-year term, subject to one-year renewals. Pursuant to the
Agreement, Mr. Redmond receives an initial base salary of $300,000 per year, subject to an increase to $360,000 once the Company has obtained
a total of $5,000,000 in funding which was achieved in February 2022. Mr. Redmond is eligible to participate in our performance-based
cash incentive bonus program. Mr. Redmond is eligible to receive a bonus for each calendar year
during the term of the Agreement, of between 50% and 150% of Base Salary, commencing with the 2021 calendar year, based on the
attainment of individual and corporate performance goals and targets established by mutual agreement between the Board and Mr. Redmond
prior to January 31st of each calendar year. In connection with this Agreement, Mr. Redmond was granted RSUs covering 3,000,000 shares
of our common stock, vesting in equal monthly installments over 36 months, with accelerated vesting upon a change in control. In January
2023, Mr. Redmond's salary increased to $396,000.

 In addition,
the Agreement provides for certain payments and benefits in the event of a termination of Mr. Redmond's employment under
specific circumstances. If, during the term of the Agreement, his employment is terminated by us other than for "cause," or
he resigns for "good reason," he would be entitled to continuation of his base salary at the rate in effect immediately prior
to the termination date for the greater of (x) the time remaining in the current term (i.e. the initial term or a subsequent term) or
(y) 24 months following the termination date (the "Severance Period"). The Company will continue to pay for Mr. Redmond's
health and dental coverage for the shorter of (x) the severance period or (y) the maximum period permissible under COBRA. In addition,
he would receive 80% of the maximum amount of his annual bonus for the calendar year in which the termination occurs, paid generally at
the same time as other executives receive their bonuses. The Company will also assign any outstanding life insurance policies on Mr. Redmond's
life to Mr. Redmond, provided that he continue to pay applicable premiums to continue coverage. The unvested portion of any outstanding
options or restricted stock units will vest upon such termination of employment.

 Under the Agreement, "Cause" means
generally that Mr. Redmond (x) pleads guilty or is convicted of a felony, in connection with the performance of his obligations to the
Company, which materially and adversely affects his ability to perform such obligations, or (y) the commission and conviction by Mr. Redmond
of an act of fraud or embezzlement against the Company.

 "Good Reason" means generally the
material breach by the Company of the Agreement; a reduction in base salary or benefits; a diminution of title or responsibilities; a
change in the reporting line such that Mr. Redmond no longer reports directly to the Board; the assignment to Mr. Redmond of duties not
commensurate with his position as CEO; a failure by the Company to reappoint Mr. Redmond to a position held prior to a change in control;
elimination by the Company of equity-based compensation without providing equivalent substitutes thereunder; the substantial diminution
of Mr. Redmond's fringe benefits; the mandatory relocation of Mr. Redmond's principal residence in order to continue to serve
as CEO; or the failure by the Company to require a successor entity to assume the Agreement.

 Under the Agreement, Mr. Redmond is generally
subject to a non-compete and non-solicit during his employment and for the duration of the Severance Period.

 Ms. Farrell

 On January 21, 2021, the Board and Ms. Farrell
entered into an employment agreement (the "CFO Agreement") for a three-year term, as Chief Financial Officer, subject to one-year
renewals. Ms. Farrell receives a base salary of $220,000 and is eligible to receive a bonus for each calendar year during the term of
the Agreement of up to 20% of base salary based on the attainment of individual and corporate performance goals and targets established
by the Board. In connection with the CFO Agreement, Ms. Farrell was granted RSUs covering 1,000,000 shares of our common stock, vesting
in equal monthly installments over 36 months, with accelerated vesting upon a change in control. In
January 2023, Ms. Farrell's salary increased to $220,000.

 In addition, the CFO Agreement provides for certain
payments and benefits in the event of a termination of Ms. Farrell's employment under specific circumstances. If, during the term
of the CFO Agreement, her employment is terminated by us other than for "cause," or she resigns for "good reason,"
she would be entitled to continuation of her base salary at the rate in effect immediately prior to the termination date for the greater
of (x) the time remaining in the current term (i.e. the initial term of a subsequent term) or (y) 6 months following the termination date
(the "CFO Severance Period"). The Company will continue to pay for Ms. Farrell's health and dental coverage for the
shorter of (x) the severance period or (y) the maximum period permissible under COBRA. In addition, she would receive 80% of the maximum
amount of her annual bonus for the calendar year in which the termination occurs, paid generally at the same time as other executives
receive their bonuses. The Company will also assign any outstanding life insurance policies on Ms. Farrell's life to Ms. Farrell,
provided that she continue to pay applicable premiums to continue coverage. The unvested portion of any outstanding options or restricted
stock units will vest upon such termination of employment.

 Under the Agreement, "Cause" means
generally that Ms. Farrell (x) pleads guilty or is convicted of a felony, in connection with the performance of her obligations to the
Company, which materially and adversely affects her ability to perform such obligations, or (y) the commission and conviction by Ms. Farrell
of an act of fraud or embezzlement against the Company.

 "Good Reason" means generally the
material breach by the Company of the CFO Agreement; a 20% reduction in base salary; a failure by the Company to reappoint Ms. Farrell
to a position held prior to a change in control; elimination by the Company of equity-based compensation without providing equivalent
substitutes thereunder; the substantial diminution of Ms. Farrell's fringe benefits; the mandatory relocation of Ms. Farrell's
principal residence in order to continue to serve as CFO; or the failure by the Company to require a successor entity to assume the CFO
Agreement.

 Under the Agreement, Ms. Farrell is generally
subject to a non-compete and non-solicit during her employment and for the duration of the Severance Period.

 Pension Benefits

 We currently do not maintain any pension plan
or arrangement under which our named executive officers are entitled to participate or receive post-retirement benefits.

 Non-Qualified
Deferred Compensation

 We currently do not maintain any nonqualified
deferred compensation plan or arrangement under which our named executive officers are entitled to participate.

 Employee Benefit
Plans

 We currently
do not maintain any employee benefit plan of any kind for our employees.

 DIRECTOR COMPENSATION

 At this time, members of our Board do not receive
cash compensation for service on our Board, nor on any committee thereof. They receive restricted stock units upon becoming a director
and each year thereafter. In addition, they may be reimbursed for certain expenses in connection with attendance at meetings of our Board
and committees thereof.

 Initial Equity Grant

 Upon joining our Board, we have historically granted
to each new director restricted stock units ("RSUs") for 500,000 shares of our common stock. 200,000 shares vest upon becoming
a Board member, 200,000 shares vest on the first anniversary and 100,000 shares vest on the second anniversary, subject to acceleration
upon a corporate transaction, provided in each that the director is in the continuous service of the Company through the vesting event.

 Annual Board Service Equity Grant

 Annual equity awards are granted based on the
discretion of the Board and management.

 Summary Director Compensation Table

 No compensation was earned or paid during 2025
to non-employee directors who served on the board of directors during the year.

 Narrative Disclosure to Summary Director Compensation
Table

 At this time, members of our board of directors
are not entitled to compensation for service rendered on our board of directors, nor on any other committee thereof. They receive restricted
stock units upon becoming a director that vest over a two-year period. In addition, they may be reimbursed for certain expenses in connection
with attendance at meetings of our board of directors and committees thereof.

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

 Beneficial ownership is determined in accordance
with the rules of the SEC. The following tables set forth certain information concerning the beneficial ownership of our common stock
at October 29, 2025, by: (i) each person known by us to own beneficially more than 5% of our outstanding capital stock; (ii) each of the
directors and named executive officers; and (iii) all current directors and executive officers as a group.

 Unless otherwise indicated, the principal address
of each of the stockholders below is c/o Odyssey Health, Inc., 2300 West Sahara Avenue, Suite 800 - #4012, Las Vegas, NV 89102. Except
as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment
power with respect to all shares of common stock held by them.

 Name of Beneficial Owner

 Address of Beneficial Owner

 Shares

 Beneficially

 Owned*

 Percentage

 of

 Class**

 Joseph Michael Redmond, President, CEO and Chairman (1)

 13,750,000

 13.1%

 Jonathan Lutz

 7777 W 4th Ave

 Lakewood, CO 80226

 5,536,900

 5.5%

 Christine M. Farrell, Chief Financial Officer and Secretary (2)

 3,700,000

 ***

 Jerome H. Casey, Director (3)

 2,300,000

 ***

 Ricky W. Richardson, Director (3)

 2,300,000

 ***

 Directors and Executive Officers as a Group (4 persons)

 22,050,000

 19.5%

 ________________________

 * Beneficial ownership is determined in accordance with the rules of the SEC that
generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with
respect to those securities. Common stock subject to equity awards that are currently exercisable, or that are exercisable or vest within
60 days of the date of October 29, 2025, are deemed to be outstanding and to be beneficially owned by the person or group holding such
awards for the purpose of computing the percentage ownership of such person or group but are not treated as outstanding for the purpose
of computing the percentage ownership of any other person or group. Unless otherwise indicated, voting and investment power are exercised
solely by the person named above or shared with members of such person's household.

 ** Percent of class is calculated on the basis
of 99,853,763 shares outstanding on October 29, 2025, plus the number of shares the person has the right to acquire within 60 days of
October 29, 2025.

 (1)

 Includes 3,500,000 RSUs vested but not included in the outstanding and 1,750,000 vested stock options.

 (2)

 Includes 1,500,000 RSUs vested but not included in the outstanding and 2,100,000 vested stock options.

 (3)

 Includes 1,500,000 RSUs vested but not included in the outstanding and 800,000 vested stock options.

 *** Less than 5%.

 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE

 Section 16(a) of the Securities Exchange
Act of 1934 requires our officers, directors and 10% stockholders to file reports of ownership and changes in ownership with the SEC.
Officers, directors and 10% stockholders are required by SEC regulations to furnish us with all Section 16(a) reports they file.
Based solely on our review of the copies of such reports we received and written representations from our officers, directors and 10%
stockholders, we believe that all required reports were timely filed in fiscal 2025.

 EQUITY COMPENSATION PLAN INFORMATION

 The following table provides information about
our equity compensation plans as of July 31, 2025:

 Plan Category

 Number of securities

 to be issued upon exercise

 of outstanding options,

 warrants and rights

 (a)

 Weighted average

 exercise price of

 outstanding options,

 warrants and rights

 (b)

 Number of securities

 remaining available for

 future issuance under

 equity compensation

 plans (excluding

 securities reflected in

 column (a))

 (c)

 Equity compensation plans approved by security holders

 8,125,000

 (1)

 $

 0.23

 3,875,000

 Equity compensation plans not approved by security holders

 30,600,274

 0.19

 –

 Total

 38,725,274

 $

 0.20

 3,875,000

 (1)
 Does not include 8,000,000 vested RSUs that common stock has not yet been issued for.

 See Note 8 of Notes to Financial Statements included
in Part II, Item 8 of this Form 10-K.

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 We had Accounts payable and accrued wages, officers
totaling $1,858,443 and $1,523,859 at July 31, 2025 and 2024, respectively. See Note 11 of Notes to Consolidated Financial Statements
for additional information.

 See Note 7 of the Notes to Consolidated Financial
Statements for a discussion of $25,000 Promissory Notes payable to each of two officers and two directors.

 Director Independence

 Under the rules of the national securities exchanges,
a majority of a listed company's board of directors must be comprised of independent directors, and each member of a listed company's
audit, compensation, and nominating and corporate governance committees must be independent as well. Under the same rules, a director
will only qualify as an "independent director" if that company's board of directors affirmatively determines that such
director has no material relationship with that company, either directly or as a partner, stockholder or officer of an organization that
has a relationship with that company. We evaluate independence by the standards for director independence established by applicable laws,
rules, and listing standards including, without limitation, the standards for independent directors established by the NASDAQ National
Market, and the Securities and Exchange Commission.

 Our Board has determined Messrs. Casey and Richardson
are "independent directors" as defined in the NASDAQ listing standards and applicable SEC rules.

 In addition, we determined that the members of
our audit committee satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended. In
order to be considered to be independent for purposes of Rule 10A-3, no member of the audit committee may, other than in his capacity
as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting,
advisory or other compensatory fee from the company or any of its subsidiaries or (2) be an affiliated person of the company or any of
its subsidiaries.

 Item 14.

 Principal Accounting Fees and Services

 The following table summarizes the aggregate fees
for professional audit and other services rendered by Turner, Stone and Company:

 2025

 2024

 Audit fees (1)

 $

 114,750

 $

 103,200

 Audit-related fees

 –

 –

 Taxation services

 –

 –

 Accounting and other services

 –

 –

 Total

 $

 114,750

 $

 103,200

 _________________

 (1)

 Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements.

 All of the services performed by Turner Stone
in fiscal 2025 and 2024 were pre-approved in accordance with the pre-approval policy and procedures adopted by the Audit Committee. This
policy describes the permitted audit, audit-related, tax and other services that the independent auditors may perform. Generally, pre-approval
is provided at regularly scheduled committee meetings; however, the authority to pre-approve services between meetings, as necessary,
has been delegated to the Interim Chair of the Audit Committee, subject to formal approval by the full Audit Committee at the next regularly
scheduled meeting.

 The Audit Committee believes that the foregoing
expenditures are compatible with maintaining the independence of our independent registered public accounting firm.

 The Board of Directors has reviewed and discussed
with management and Turner, Stone and Company LLP, our independent registered public accounting firm, the audited financial statements
contained in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 The Board has also discussed with the auditors the
matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes,
among other items, matters related to the conduct of the audit of our financial statements.

 The Board has received and reviewed the written
disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No.
1 (Independence Discussions with Audit Committees) and has discussed with our auditors its independence from the Company. The Board has
considered whether the provision of services other than audit services is compatible with maintaining auditor independence.

 Based on the review and discussions referred to
above, the Board approved the inclusion of the audited financial statements be included in our Annual Report on Form 10-K for the fiscal
year ended July 31, 2025 for filing with the SEC.

 Pre-Approval Policies

 The Board's policy is to pre-approve all
audit services and all permitted non-audit services (including the fees and terms thereof) to be provided by our independent registered
public accounting firm; provided, however, that pre-approval requirements for non-audit services are not required if all such services
(1) do not aggregate to more than five percent of total revenues paid by us to our accountant in the fiscal year when services are provided;
(2) were not recognized as non-audit services at the time of the engagement; and (3) are promptly brought to the attention of the Board
and approved prior to the completion of the audit.

 Item 15.

 Exhibits and Financial Statement Schedules

 Financial Statements and Schedules

 The Financial Statements, together with the report
thereon by Turner, Stone & Company, L.L.P., Independent Registered Public Accounting Firm, are included on the pages indicated below:

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as of July 31, 2025 and 2024

 Consolidated Statements of Operations for the Years Ended July 31, 2025 and 2024

 Consolidated Statements of Changes in Stockholders' Deficit for the Years Ended July 31, 2025 and 2024

 Consolidated Statements of Cash Flows for the Years Ended July 31, 2025 and 2024

 Notes to Consolidated Financial Statements

 There are no schedules required to be filed herewith.

 Exhibits

 The following list is intended to constitute the
exhibit index.

 EXHIBIT

 Exhibit Number

 Exhibit Description

 3.1

 Articles of Incorporation of Odyssey Group International, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 filed with the SEC on December 8, 2014).

 3.2

 Amended Articles of Incorporation of Odyssey Group International, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 filed with the SEC on December 8, 2014).

 3.3

 Bylaws of Odyssey Group International, Inc. (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 filed with the SEC on on December 8, 2014).

 10.1

 Employment Agreement, dated January 21, 2021 by and between Odyssey Group International, Inc. and Joseph Michael Redmond (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on January 26, 2021).**

 10.2

 Employment Agreement, dated January 21, 2021 by and between Odyssey Group International, Inc. and Christine M. Farrell (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on January 26, 2021).**

 10.3

 License Transfer Agreement, effective as of January 31, 2019, by and between Odyssey Group International, Inc. and Electromedica, LLC (incorporated by reference to Exhibit 10.5 to Form S-1 filed with the SEC on November 23, 2020).

 10.4

 Intellectual Property Purchase Agreement, effective as of June 26, 2019, by and among Odyssey Group International, Inc., James De Luca and Murdock Capital Partners (incorporated by reference to Exhibit 10.7 to the Form S-1 filed with the SEC on November 23, 2020).

 10.5

 Amendment No. 1 to the Warrant Agreement, dated December 11, 2020, by and between Odyssey Group International, Inc. and LGH Investments, LLC. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on January 28, 2021).

 10.6

 Warrant, dated October 18, 2021 issued to Tysadco Partners LLC. (incorporated by reference to Exhibit 10.2 Form 8-K filed with the SEC on October 21, 2021).

 10.7

 Amended Securities Purchase Agreement, dated October 18, 2021 by and between Odyssey Group International, Inc. and Tysadco Partners LLC. (incorporated by reference to Exhibit 10.2 to Form 8-K/A filed with the SEC on October 26, 2021).

 10.8

 Securities Purchase Agreement, dated October 22, 2021 by and between Odyssey Group International, Inc. and Lincoln Park Capital, LLC. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on October 26, 2021).

 10.9

 Warrant dated October 22, 2021 issued to Lincoln Park Capital, LLC. (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on October 26, 2021).

 10.10

 Form of Subscription Agreement dated April 14, 2022 between Odyssey Health, Inc. and certain purchasing security holders (incorporated by reference to Exhibit 10.1 to Form 10-Q filed with the SEC on June 14, 2022).

 10.11

 Form of Stock Purchase Agreement dated April 14, 2022 between Odyssey Health, Inc. and certain purchasing security holders (incorporated by reference to Exhibit 10.2 to Form 10-Q filed with the SEC on June 14, 2022).

 10.12

 Form of Warrant Agreement dated April 14, 2022 between Odyssey Health, Inc. and certain purchasing security holders (incorporated by reference to Exhibit 10.3 to Form 10-Q filed with the SEC on June 14, 2022).

 10.13

 Form of Registration Rights Agreement dated April 14, 2022 between Odyssey Health, Inc. and certain purchasing security holders (incorporated by reference to Exhibit 10.4 to Form 10-Q filed with the SEC on June 14, 2022).

 10.14

 Form of Promissory Note dated December 21, 2021 between Odyssey Health, Inc. and various officers and directors (incorporated by reference to Form 8-K filed with the SEC on December 27, 2021). **

 10.15

 Form of Amendment No. 1 to Promissory Note dated April 20, 2022 between Odyssey Health, Inc. and various officers and directors (incorporated by reference to Exhibit 10.5 to Form 10-Q filed with the SEC on June 14, 2022).**

 10.16

 Form of Amendment No. 2 to Promissory Note dated June 4, 2022 between Odyssey Health, Inc. and various officers and directors (incorporated by reference to Exhibit 10.8 to Form 10-Q filed with the SEC on June 14, 2022).**

 10.17

 Form of Amendment No. 3 dated September 30, 2022 to Promissory Note dated December 21, 2021 between Odyssey Health, Inc. and various officers and directors.*, **

 10.18

 Form of Amendment No. 4 dated December 30, 2022 to Promissory Note with Directors and Officers dated December 21, 2021 (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on January 3, 2023).**

 10.19

 Form of Amendment No. 5 dated March 31, 2023 to Promissory Note with Directors and Officers dated December 21, 2021 (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on April 4, 2023).**

 10.20

 Form of Amendment No. 6 dated June 30, 2023 to Promissory Note with Directors and Officers dated December 21, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on July 7, 2023).**

 10.21

 Form of Amendment No. 7 dated November 1, 2023 to Promissory Note with Directors and Officers Dated December 21, 2021 (incorporated by reference to Form 8-K filed with the SEC on November 2, 2023).**

 10.22

 Form of Amendment No. 8 dated January 31, 2024, to Promissory Note with Directors and Officers dated December 21, 2021 (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on March 18, 2024).**

 10.23

 Form of Amendment No. 9 dated July 31, 2024, to Promissory Note with Directors and Officers dated December 21, 2021. (incorporated by reference to Exhibit 10.32 to Form 10-K filed with the SEC on November 13, 2024).**

 10.24

 Form of Amendment No. 10 dated January 31, 2025, to Promissory Note with Directors and Officers dated December 21, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on February 6, 2025).**

 10.25

 Form of Amendment No. 11 dated July 31, 2025, to Promissory Note with Directors and Officers dated December 21, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on August 4, 2025.)**

 10.26

 Convertible Promissory Note dated August 29, 2021 with Tysadco Partners, LLC (incorporated by reference to Exhibit 10.38 to Form 10-K filed with the SEC on October 30, 2023).

 10.27

 Amendment to Convertible Promissory Note dated March 31, 2022 between Odyssey Health, Inc. and Tysadco Partners, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on with the SEC April 14, 2022).

 10.28

 Second Amendment and Assignment to Convertible Promissory Note dated March 14, 2023 to Promissory Note dated August 29, 2021 with Tysadco Partners, LLC (incorporated by reference to Exhibit 10.5 to Form 10-Q filed with the SEC on March 17, 2023).

 10.29

 Securities Purchase Agreement with LGH Investments, LLC. dated April 5, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on April 7, 2021).

 10.30

 Amendment No. 1 dated February 15, 2022 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on February 18, 2022).

 10.31

 Amendment No. 2 dated June 10, 2022 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Exhibit 10.9 to Form 10-Q filed with the SEC on June 14, 2022).

 10.32

 Amendment No. 3 dated September 29, 2022 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Form 8-K filed with the SEC on October 3, 2022).

 10.33

 Amendment No. 4 dated December 29, 2022 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on January 3, 2023.)

 10.34

 Amendment No. 5 dated March 31, 2023 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on April 4, 2023).

 10.35

 Amendment No. 6 dated July 6, 2023 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on July 7, 2023).

 10.36

 Amendment No. 7 dated December 30, 2024 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Form 8-K filed with the SEC with the SEC on January 5, 2024).

 10.37

 Amendment No. 8 dated June 30, 2024 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021.*

 10.38

 Amendment No. 9 dated December 31, 2024 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on February 19, 2025)

 10.39

 Amendment No. 10 dated July 31, 2025 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on September 22, 2025).

 10.40

 Form of Note Purchase Agreement dated August 15, 2023 between Odyssey Health, Inc. and certain accredited investors (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC with the SEC on August 18, 2023).

 10.41

 Form of Convertible Promissory Note dated August 15, 2023 between Odyssey Health, Inc. and certain accredited investors (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC with the SEC on August 18, 2023).

 10.42

 Form of Spinco Common Stock Purchase Warrant dated August 15, 2023 between Odyssey Health, Inc. and certain accredited investors (incorporated by reference to Exhibit 10.3 to Form 8-K filed with the SEC with the SEC on August 18, 2023).

 10.43

 Oragenics, Inc. Asset Purchase Agreement, dated October 5, 2023 (incorporated by reference to Exhibit 2.1 to Form 8-K filed with the SEC with the SEC on October 5, 2023).

 10.44

 Asset Purchase Agreement Closing with Oragenics, Inc., dated December 28, 2023 (incorporated by reference to Exhibit 2.1 to Form 8-K filed with the SEC on December 29, 2023).

 10.45

 Promissory Note with accredited investor Jonathan Lutz, dated February 13, 2024 (incorporated by reference to Exhibit 10.4 to Form 10-Q filed with the SEC on March 18, 2024).

 10.46

 Amendment No. 1 dated June 25, 2024 to Promissory Note with accredited investor Jonathan Lutz, dated February 13, 2024 (incorporated by reference to Exhibit 10.60 to Form 10-K filed with the SEC on November 13, 2024).

 10.47

 Amendment No. 2 dated August 13, 2024 to Promissory Note with accredited investor Jonathan Lutz, dated February 13, 2024 (incorporated by reference to Exhibit 10.61 to Form 10-K filed with the SEC on November 13, 2024).

 10.48

 Amendment No. 3 dated February 13, 2025 to Promissory Note with Jonathan Lutz dated February 13, 2024 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on February 19, 2025).

 10.49

 Amendment No. 4 dated July 31, 2025 to Promissory Note with Jonathan Lutz dated February 13, 2024 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on August 13, 2025).

 10.50

 Securities Purchase Agreement, dated December 13, 2022 by and between Odyssey Health, Inc. and Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.4 to Form 10-Q filed with the SEC on December 14, 2022).

 10.51

 Promissory Note issued to Mast Hill Fund, L.P. on December 13, 2022 (incorporated by reference to Exhibit 10.5 to Form 10-Q filed with the SEC on December 14, 2022).

 10.52

 First Warrant issued to Mast Hill Fund, L.P. on December 13, 2022 (incorporated by reference to Exhibit 10.6 to Form 10-Q filed with the SEC on December 14, 2022).

 10.53

 Second Warrant issued to Mast Hill Fund, L.P. on December 13, 2022 (incorporated by reference to Exhibit 10.7 to Form 10-Q filed with the SEC on December 14, 2022).

 10.54

 Amendment No. 1 dated June 13, 2023 to the Promissory Note issued on December 13, 2022 to Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10. 4 to Form 10-Q filed with the SEC on June 14, 2023).

 10.55

 Amendment No. 2 dated March 13, 2024, to the Promissory Note issued on December 13, 2022 to Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.5 to Form 10-Q filed with the SEC on March 18, 2024).

 10.56

 Amendment No. 3 dated October 29, 2024, to the Promissory Note issued on December 13, 2022 to Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.62 to Form 10-K filed with the SEC on November 13, 2024).

 10.57

 Amendment No. 4 dated June 10, 2025, to the Promissory Note issued on December 31, 2022 to Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 to Form 10-Q filed with the SEC on June 13, 2025).

 10.58

 Amendment No. 5 dated July 11, 2025 to Promissory Note issued December 13, 2022 with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on July 11, 2025).

 10.59

 Amendment No. 6 dated October 9, 2025 to Promissory Note issued December 13, 2022 to Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on October 10, 2025).

 10.60

 Pledge Agreement dated October 29, 2024, with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.63 to Form 10-K filed with the SEC on November 13, 2024).

 10.61

 Equity Purchase Agreement dated July 29, 2025 by and between Odyssey Health, Inc. and Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on August 4, 2025).

 10.62

 Registration Rights Agreement dated July 29, 2025 by and between Odyssey Health, Inc. and Mast Hill Fund L.P. (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on August 4, 2025).

 10.63

 Securities Purchase Agreement, dated August 27, 2025 by and between Odyssey Health, Inc. and Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 to Form 10-Q filed with the SEC on August 29, 2025).

 10.64

 Promissory Note issued to Mast Hill Fund, L.P. on August 27, 2025 (incorporated by reference to Exhibit 10.2 Form 10-Q filed with the SEC on August 29, 2025).

 10.65

 Warrant
 issued to Mast Hill Fund, L.P. on August 27, 2025 (incorporated by reference to Exhibit 10.6 to Form 10-Q filed with the SEC on August
 29, 2025).

 10.66

 Promissory Note issued to Peter D'Arruda, an accredited investor, on August 14, 2024.*

 10.67

 Warrant issued to Peter D'Arruda, an accredited investor, on August 14, 2024.*

 10.68

 Amendment No. 1 dated August 14, 2025 to the Promissory Note with Peter J. D'Arruda, an accredited investor, dated August 14, 2024 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on August 15, 2025).

 10.69

 Promissory Note issued to Peter D'Arruda, an accredited investor, on October 1, 2025 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on October 8, 2025).

 10.70

 Warrant issued to Peter D'Arruda, an accredited investor, on October 1, 2025 (incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on October 8, 2025).

 10.71

 Master Technology and Sub-License Agreement between Odyssey Health, Inc. and NeuRX Health, Inc (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on October 17, 2025).

 14.1

 Odyssey Group International, Inc. Code of Ethics (incorporated by reference to Exhibit 14 to Form 10-K filed with the SEC on October 22, 2019).

 19.1

 Policy on Insider Trading

 31.1

 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer *

 31.2

 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *

 32.1

 Section 1350 Certification of Chief Executive Officer *

 32.2

 Section 1350 Certification of Chief Financial Officer *

 *

 Filed herewith.

 **

 Indicates a management contract or compensatory plan or arrangement.

 Item 16.

 Form 10-K Summary

 None.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized, as of October 29, 2025.

 ODYSSEY HEALTH, INC.

 By: /s/ Joseph Michael Redmond

 Chief Executive Officer, President and Director

 (Principal Executive Officer)

 In accordance with the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 Signature

 Title

 Date

 /s/ Joseph Michael Redmond

 Chief Executive Officer, President, Director

 (Principal Executive Officer)

 /s/ Christine M. Farrell

 Chief Financial Officer and Secretary

 (Principal Financial and Accounting Officer)

 /s/ Jerome Casey

 Director

 Jerome Casey

 /s/ Ricky W. Richardson

 Director

 Ricky W. Richardson