UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended July 31, 2023
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 | OTCQB |
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 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 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
| Number of shares of common stock outstanding as of November 28, 2023 | 81,734,061 |
____________________________________
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
Odyssey Health, Inc. (the “Company,” “Odyssey,” “we,” “us” and “our”) is filing this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to amend the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2023 (the “2023 10-K”), which was originally filed with the Securities and Exchange Commission (the “SEC”) on October 30, 2023, to include the information required by Items 10 through 14 of Part III of the 2023 10-K. This information was previously omitted from the 2023 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from the Company’s definitive proxy statement if such statement is filed no later than 120 days after the Company’s fiscal year-end. This Form 10-K/A amends and restates in its entirety Items 10, 11, 12, 13 and 14 of Part III of the 2023 10-K. The cover page of the 2023 10-K is also amended to (i) update the number of outstanding shares of common stock as of November 28, 2023, and (ii) delete the reference to the incorporation by reference of the Company’s definitive proxy statement.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Form 10-K/A amends Item 15 of Part IV of the 2023 10-K solely to update the exhibit list to include (i) new certifications by our principal executive officer and principal financial officer under Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of these certifications have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.
Except as described above, no other changes have been made to the 2023 10-K, and this Form 10-K/A does not modify, amend or update in any way any of the financial or other information contained in the 2023 10-K. This Form 10-K/A does not reflect events occurring after the date of the filing of the 2023 10-K, nor does it amend, modify or otherwise update any other information in the 2023 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the 2023 10-K and with the Company’s filings with the SEC subsequent to the filing of the 2023 10-K.
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TABLE OF CONTENTS
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PART III
| 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 November 28, 2023 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:
The following table provides certain summary information concerning our directors and executive officers.
| Name | Age | Position with Odyssey | Director Since | |||
| Joseph Michael Redmond | 63 | Director, President and Chief Executive Officer | 2017 | |||
| Jerome H. Casey | 64 | Director | 2019 | |||
| Ricky W. Richardson | 61 | Director | 2021 |
Joseph Michael Redmond has served as our Chief Executive Officer, President and Chairman of the Board since 2017. 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 has 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 the company in developing businesses. Mr. Redmond has management experience in a publicly traded company.
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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 five directors are currently authorized.
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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.
Our Board met six times in fiscal 2023 and all of our directors attended the meetings of our Board and at least 95% of the meetings held by the committee(s) on which they served. Currently, we do not have a policy requiring our Board members' attendance at the annual stockholder meeting.
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; |
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| · | 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 2023, the Audit Committee was comprised of three independent directors: John P. Gandolfo (Chair and financial expert), a former board member who resigned from the Board on October 5, 2023, and our financial expert, Jerome H. Casey and Ricky Richardson. The Audit Committee met four times in fiscal 2023. Currently, the Audit Committee is made up of Messrs. Casey (Interim Chair) and Richardson.
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 2021Omnibus 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 2023, the Compensation Committee was comprised of three independent members: Ricky W. Richardson (Chair), John P. Gandolfo and Jerome H. Casey. The Compensation Committee met two times in fiscal 2023. Currently, the Compensation Committee is made up of Messrs. Richardson and Casey.
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.
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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 2023, the Corporate Governance and Nominating Committee was comprised of three independent members: Jerome H. Casey (Chair), John P. Gandolfo and Ricky W. Richardson. The Corporate Governance and Nominating Committee met one time in fiscal 2023. Currently, the Corporate Governance and Nominating Committee is comprised of Messrs. Casey and Richardson.
A full copy of the Corporate Governance and Nominating Committee Charter can be found on our website at www.odysseyhealthinc.com.
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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.
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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 | |||
| Joseph Michael Redmond | 63 | Director, President and Chief Executive Officer | 2017 | |||
| Christine M. Farrell | 63 | 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. 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.
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| 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 for fiscal years 2023 and 2022.
| Name and Principal Position | Year | Salary ($)(1)(2) | Bonus | Stock
Awards ($)(9) | Option
Awards ($) | All Other Compensation | Total($) | |||||||||||||||||||||
| Joseph Michael Redmond | 2023 | $ | 396,000 | $ | – | $ | 150,000 | $ | – | $ | – | $ | 546,000 | |||||||||||||||
| President, Chief Executive Officer and Chairman | 2022 | 360,000 | 360,000 | – | 221,250 | (5) | – | 941,250 | ||||||||||||||||||||
| Christine M. Farrell | 2023 | 220,000 | – | 150,000 | (4) | 156,500 | (6) | – | 526,500 | |||||||||||||||||||
| Chief financial Officer and Secretary | 2022 | 200,000 | 40,000 | – | 177,000 | (7) | 2,022 | (8) | 419,022 | |||||||||||||||||||
______________________
| (1) | As of July 31, 2023 and 2022, Mr. Redmond had accrued salary of $239,677 and $336,154, respectively, which will be paid either in cash or stock at a future date. In addition, Mr. Redmond’s 2022 bonus of $360,000 has not been paid. Mr. Redmond’s bonus was determined in accordance with the 2021 bonus plan and reflected achieving 100% of established goals. |
| (2) | As of July 31, 2023 and 2022, Ms. Farrell had accrued salary of $133,154 and $84,617, respectively, which will be paid either in cash or stock at a future date. In addition, Ms. Farrell’s 2022 bonus of $40,000 has not been paid. Ms. Farrell’s bonus was determined in accordance with the 2021 bonus plan and reflected achieving three out of four established performance goals plus an additional $10,000 discretionary bonus. |
| (3) | In January 2023, we issued Mr. Redmond 500,000 RSUs with a value of $150,000, of which 100,000 vested on January 12, 2023 and 400,000 will vest on December 31, 2023. |
| (4) | In January 2023, we issued Ms. Farrell 500,000 RSUs with a value of $150,000, of which 100,000 vested on January 12, 2023 and 400,000 will vest on December 31, 2023. |
| (5) | In May 2022, we issued Mr. Redmond 750,000 stock options with a value of $221,250, which vest 50% at year one and 50% at year two. The options expire in 10 years. |
| (6) | In October 2022, we issued Ms. Farrell 500,000 stock options with a value of $156,500, which vest upon an uplisting to a higher exchange listing. |
| (7) | In May 2022, we issued Ms. Farrell 600,000 stock options with a value of $177,000, which vest 50% at year one and 50% at year two. The options expire in 10 years. |
| (8) | Includes health insurance premiums paid. |
| (9) | For information regarding the determination of the fair value of stock-based awards, see Notes 2 and 7 of Notes to Financial Statements in our Form 10-K for the fiscal year ended July 31, 2023. |
Grants of Plan-Based Awards
| Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | Stock Awards: Number of Securities Underlying the Stock | Exercise or Base Price of Stock Awards | Grant Cate Fair Value of Stock | ||||||||||||||||||||||||
| Grant Date | Target($) | Minimum($) | Maximum($) | Awards | ($/Share) | Awards($) | |||||||||||||||||||||
| Joseph Michael Redmond | 1/12/2023 | $ | 396,000 | $ | 79,200 | $ | 495,000 | 500,000 | (2) | $ | 0.30 | $ | 150,000 | ||||||||||||||
| Christine M. Farrell | 1/122023 | $ | 220,000 | $ | 44,000 | $ | 275,000 | 500,000 | (2) | $ | 0.30 | $ | 150,000 | ||||||||||||||
______________________
| (1) | Non-equity incentive plan awards represent the target and maximum amounts of cash incentive compensation payable under our annual cash incentive plan. Target payment amounts were to be paid at 100% of the target incentive and assumed goal attainment of 100% of the corporate performance. Minimum payment amount reflects 20% of annual target incentive and maximum payment amount reflects 125% of the annual target incentive. The non-equity incentive plan was based on meeting the target performance by July 31, 2023.At July 31, 2023, the performance target was not met and no bonuses were paid pursuant to the plan. |
| (2) | The RSU awards were granted in January 2023 and 100,000 vested immediately and 400,000 vest on December 31, 2023. |
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Outstanding Equity Awards at Fiscal Year-End
The following table sets forth certain information regarding outstanding equity awards held by our named executive officers as of July 31, 2023.
| Option Awards | Stock Awards | |||||||||||||||||||||||||
| Name | Grant Date | Number of Securities Underlying Unearned Unexercised Options(#) Exercisable | Number of Securities Underlying Unearned Exercised Options(#) Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(#) | Market Value of Shares or Units of Stock That Have Not Vested($) | |||||||||||||||||||
| Joseph Michael Redmond | 1/12/2023 | – | – | – | – | 400,000 | (2) | $ | 56,000 | |||||||||||||||||
| 5/19/2022 | 375,000 | 375,000 | (1) | $ | 0.30 | 5/18/2023 | – | – | ||||||||||||||||||
| 1/1/2021 | – | – | – | – | 416,667 | (3) | $ | 58,333 | ||||||||||||||||||
| Christine M. Farrell | 1/12/2023 | – | – | – | – | 400,000 | (2) | $ | 56,000 | |||||||||||||||||
| 10/14/2022 | – | 500,000 | (4) | $ | 0.32 | – | – | – | ||||||||||||||||||
| 5/19/2022 | 300,000 | 300,000 | (1) | $ | 0.30 | 5/18/2032 | – | – | ||||||||||||||||||
| 1/1/2021 | – | – | – | – | 138,889 | (5) | $ | 19,444 | ||||||||||||||||||
__________________
| (1) | These options vested as to 50% of the total in May 2023 and vest as to the remaining 50% in May 2024. |
| (2) | The RSU awards vested immediately as to 100,000 shares and the remaining 400,000 vest on December 31, 2023. |
| (3) | Mr. Redmond was granted 3,000,000 RSUs in January 2021 which vest equally over 36 months. |
| (4) | Ms. Farrell was granted 500,000 options in October 2022, which vest upon an uplisting to a higher exchange listing. In October 2023, the Company uplisted from the OTC Pink to the OTCQB and the options vested. |
| (5) | Ms. Farrell was granted 1,000,000 RSUs in January 2021 which vest equally over 36 months. |
Options Exercised and Stock Vested
The following table provides information about options exercised and stock awards vested for the named executive officers during fiscal 2023.
| Option Awards | Stock Awards | |||||||||||||||
| Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting (1) | |||||||||||||
| Joseph Michael Redmond | – | $ | – | 1,000,000 | $ | 161,833 | ||||||||||
| Christine M. Farrell | – | – | 333,333 | 53,944 | ||||||||||||
_________________
| (1) | The value realized on vesting was determined based on the fair value of our common stock when the shares vested. |
| 9 |
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. Mr. Redmond is eligible to receive a bonus for the 2023 fiscal year of between 20% and 125% of Base Salary, commencing January 2023 for the fiscal year 2023, based on the attainment corporate performance goals and targets established by the Compensation Committee and in agreement with the Board. In addition, Mr. Redmond was granted RSUs covering 500,000 shares of our common stock. The RSU awards vested immediately as to 100,000 shares and the remaining 400,000 vest on December 31, 2023.
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.
| 10 |
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 will initially receive a base salary of $120,000 per year, subject to an increase to $200,000 once the Company has obtained a total of $5,000,000 in funding, which was achieved in February 2022. Ms. Farrell is eligible to receive a bonus for each calendar year during the term of the Agreement of up to 20% of base salary, commencing with the 2021 calendar year, 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. Ms. Farrell is eligible to receive a bonus for the 2023 fiscal year of between 20% and 125% of Base Salary, commencing January 2023 for the fiscal year 2023, based on the attainment corporate performance goals and targets established by the Compensation Committee and in agreement with the Board. In addition, Ms. Farrell was granted RSUs covering 500,000 shares of our common stock. The RSU awards vested immediately as to 100,000 shares and the remaining 400,000 vest on December 31, 2023.
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.
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
On the date of each annual meeting, each non-employee director will receive an RSU grant for 500,000 shares of our common stock, which vests on the one year anniversary of grant. Generally, shares are delivered in respect of vested director equity grants upon the earlier of a director’s cessation of service or a corporate transaction.
| 11 |
Director Compensation Table
The following table shows information regarding the compensation earned or paid during fiscal 2023 to non-employee directors.
| Stock Awards | Option Awards | Total | ||||||||||
| Name | ($)(1) | ($) | ($) | |||||||||
| Jerome H. Casey | $ | 150,000 | $ | – | $ | 150,000 | ||||||
| John P. Gandolfo(2) | 150,000 | – | 150,000 | |||||||||
| Ricky W. Richardson | 150,000 | – | 150,000 | |||||||||
_______________________
| (1) | 500,000 restricted stock units were granted on January 12, 2023 vesting on the one year anniversary of grant. See Note 2 Summary of Significant Accounting Policies of Notes to Financial Statements included in our Form 10-K for the fiscal year ended July 31, 2023, for information regarding the determination of the fair value of the awards. |
| (2) | The vesting of Mr. Gandolfo’s restricted stock units accelerated upon his resignation from the Board on October 5, 2023 in recognition of his service to the Company. |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder 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 November 28, 2023, 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 | Number of Shares Beneficially Owned* | Percentage of Class** | |||||||
| Joseph Michael Redmond, President, CEO and Chairman(1) | 12,375,000 | 14.5% | ||||||||
| Jonathan Lutz |
7777 W 4th Ave Lakewood, CO 80226 |
4,697,257 | 5.7% | |||||||
| Christine M. Farrell, Chief Financial Officer and Secretary(2) | 2,600,000 | *** | ||||||||
| Jerome H. Casey, Director(3) | 1,750,000 | *** | ||||||||
| Ricky W. Richardson, Director(3) | 1,250,000 | *** | ||||||||
| Directors and Executive Officers as a Group (4 persons) | 17,975,000 | 19.7% | ||||||||
________________________
* 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 exercisable or vest within 60 days of the date of November 28, 2023 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 81,734,061 shares outstanding on November 28, 2023, plus the number of shares the person has the right to acquire within 60 days of November 28, 2023.
| (1) | Includes 483,333 RSUs vesting within 60 days and 3,016,667 RSUs vested but not included in the outstanding and 375,000 vested stock options. |
| (2) | Includes 427,778 RSUs vesting within 60 days and 1,272,222 RSUs vested but not included in the outstanding and 800,000 vested stock options. |
| (3) | Includes 500,000 RSUs vesting within 60 days and 1,000,000 RSUs vested but not included in the outstanding and 250,000 vested stock options. |
| (4) | Includes 500,000 RSUs vesting within 60 days and 500,000 RSUs vested but not included in the outstanding and 250,000 vested stock options. |
*** Less than 5%.
| 12 |
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 2023, except Ms. Farrell who failed to timely file on Form 4, 500,000 stock options granted on October 14, 2022.
| Item 13. | Certain Relationships and Related Transactions, and Director Independence |
Due to Officers
The following amounts were due to our officers for reimbursement of expenses and were included in Accounts payable on our Consolidated Balance Sheets:
| July 31, | ||||||||
| 2023 | 2022 | |||||||
| Joseph M. Redmond, CEO | $ | 668 | $ | 2,642 | ||||
| Christine Farrell, CFO | 1,633 | 745 | ||||||
| $ | 2,301 | $ | 3,387 | |||||
The amount of unpaid salary and bonus due to our officers was included in Accrued wages on our Consolidated Balance Sheets and was as follows:
| July 31, | ||||||||
| 2023 | 2022 | |||||||
| Joseph M. Redmond, CEO | $ | 935,831 | $ | 696,154 | ||||
| Christine Farrell, CFO | 257,771 | 124,617 | ||||||
| $ | 1,193,602 | $ | 820,771 | |||||
On January 31, 2022, the Compensation Committee and our full Board approved the 2021 bonus plan. Pursuant to the plan, Mr. Redmond received a $360,000 bonus and Ms. Farrell received a $40,000 bonus based upon meeting fund raising goals. The bonuses will be paid when funds are available and are included in the amounts disclosed in the above table.
See Note 6 of the Financial Statements for a discussion of $25,000 Promissory Notes payable to each of two officers and three directors.
See Note 7 of the Financial Statements for a discussion of RSUs and stock option grants to each of our four directors, two officers and Dr. VanLandingham.
Related Party Transaction
On March 1, 2021, as part of the Prevacus APA and Dr. VanLandingham’s employment agreement, Dr. VanLandingham was granted 1,000,000 stock options with a fair market value of $941,000. 250,000 shares vested on signing of closing documents; 250,000 shares vest on Phase 1A first dosing of human, 250,000 shares vest on Phase 1B first dosing of human; and 250,000 shares vest upon us being accepted on NASDAQ. This amount is being expensed over the life of the awards and $37,872, and $295,845 was expensed to General and administrative in fiscal 2023 and 2022, respectively. As of July 31, 2023, $11,138 remained to be expensed in future periods.
In March, May and December 2021, November and December 2022 and January 2023, we entered into loans with Prevacus Inc. for a total of $25,192. The loans have an annual interest rate of 3% per annum. At July 31, 2023, accrued interest totaled $930 and to date the loans had not been repaid and continue to accrue interest.
At July 31, 2023, we have advanced Dr. VanLandingham $35,700, which is being repaid through payroll deductions.
| 13 |
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 Accountant Fees and Services |
The following table summarizes the aggregate fees for professional audit and other services rendered by Turner, Stone and Company:
| Year Ended July 31, | ||||||||
| 2023 | 2022 | |||||||
| Audit fees (1) | $ | 64,500 | $ | 48,800 | ||||
| Audit-related fees(2) | – | 3,000 | ||||||
| Taxation services | – | – | ||||||
| Accounting and other services | – | – | ||||||
| Total | $ | 64,500 | $ | 51,800 | ||||
_________________
| (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. |
| (2) | Audit-related fees for professional services provided in connection with our S-1 and S-3 filings. |
All of the services performed by Turner Stone in 2023 and 2022 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 Chairman 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.
| 14 |
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, 2023. 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, 2023 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, 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.
PART IV
| Item 15. | Exhibits and Financial Statement Schedules |
Exhibits
The following list is intended to constitute the exhibit index.
EXHIBIT INDEX
| 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 on December 8, 2014) | |
| 3.2 | Bylaws of Odyssey Group International, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed on December 8, 2014) | |
| 10.1 | Form of Odyssey Group International, Inc. Subscription Agreement for Common Stock (incorporated by reference to Exhibit 10.1 to the Company’s Amendment No. 2 of the Registration Statement on Form S-1/A filed on February 26, 2015) | |
| 10.3 | 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 on January 26, 2021) *** | |
| 10.4 | 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 on January 26, 2021) *** | |
| 10.5 | Employment Agreement dated November 1, 2022 by and between Odyssey Group International, Inc. and Erik Emerson (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 4, 2022) *** | |
| 10.6 | Employment Agreement by and between Odyssey Group International, Inc. and Gregory W. Gironda, dated November 1, 2022 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on November 4, 2022) *** | |
| 10.7 | 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 on November 23, 2020) | |
| 10.8 | Master Agreement for a Joint Venture and Intellectual Property Purchase Agreement, effective as of June 26, 2019, by and among Odyssey Group International, Inc. and Prevacus, Inc. (incorporated by reference to Exhibit 10.6 to Form S-1 filed on November 23, 2020) |
| 15 |
| 16 |
| 10.36 | 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 on April 4, 2023) *** | |
| 10.37 | 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 on July 7, 2023) *** | |
| 10.38 | Convertible Promissory Note dated August 29, 2021 with Tysadco Partners, LLC (incorporated by reference to Exhibit 10.38 to Form 10-K filed on October 30, 2023) | |
| 10.39 | 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 April 14, 2022) | |
| 10.40 | 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 on March 17, 2023) | |
| 10.41 | Amendment to Convertible Promissory Note dated February 1, 2022 between Odyssey Health, Inc. and LGH Investments, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on February 18, 2022) | |
| 10.42 | Amendment No. 1 to Convertible Promissory Note with LGH Investments, LLC dated February 15, 2022 (incorporated by reference to Form 8-K filed on February 18, 2022) | |
| 10.43 | Amendment to Convertible Promissory Note dated June 10, 2022 between Odyssey Health, Inc. and LGH Investments, LLC (incorporated by reference to Exhibit 10.9 to Form 10-Q filed on June 14, 2022) | |
| 10.44 | Amendment No. 3 to Convertible Promissory Note dated September 29, 2022 between Odyssey Health, Inc. and LGH Investments, LLC (incorporated by reference to Form 8-K filed on October 3, 2022) | |
| 10.45 | 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 on January 3, 2023.) | |
| 10.46 | Amendment No. 5 to Convertible Promissory Note dated March 31, 2023 between Odyssey Health, Inc. and LGH Investments LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 4, 2023) | |
| 10.47 | Amendment No. 6 to Convertible Promissory Note dated July 6, 2023 between Odyssey Health, Inc. and LGH Investments LLC (incorporated by reference to Exhibit 10.2 to Form 8-K filed on July 7, 2023). | |
| 10.48 | Option to Purchase Intellectual Property Agreement by and between Prevacus, Inc. and Odyssey Health, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 23, 2022) | |
| 10.49 | Promissory Note with accredited investor Jonathan Lutz, dated September 21, 2022 (incorporated by reference to Exhibit 10.49 to Form 10-K filed on October 30, 2023) | |
| 10.50 | Amendment No. 1 dated December 30, 2022 to Promissory Note with accredited investor Jonathan Lutz, dated September 21, 2022 (incorporated by reference to Exhibit 10.3 to Form 8-K filed on January 3, 2023) | |
| 10.51 | Amendment No. 2 dated January 31, 2023 to Promissory Note with accredited investor Jonathan Lutz, dated September 21, 2022 (incorporated by reference to Exhibit 10.4 to Form 10-Q filed on March 17, 2023) | |
| 14.1 | Odyssey Group International, Inc. Code of Ethics (incorporated by reference to Exhibit 14 to Form 10-K filed on October 23, 2019) | |
| 23.1 | Consent of Turner, Stone and Company, LLP (incorporated by reference to Exhibit 23.1 to Form 10-K filed on October 30, 2023) | |
| 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 * | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)* | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document* | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document* | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document * | |
| 104 | Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101) * |
_____________________
| † | Previously furnished. |
| * | Filed herewith. |
| *** | Indicates a management contract or compensatory plan or arrangement. |
| 17 |
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 November 28, 2023.
| ODYSSEY HEALTH, INC. | ||
| By: | /s/ Joseph Michael Redmond | |
| Joseph Michael Redmond | ||
| Chief Executive Officer, President and Director | ||
| (Principal Executive Officer) | ||
| By: | /s/ Christine M. Farrell | |
| Christine M. Farrell | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| 18 |
Exhibit 31.1
CERTIFICATION
I, J. Michael Redmond, certify that:
1. I have reviewed this Amendment No. 1 to Form 10-K/A of Odyssey Health, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| /s/ J. Michael Redmond | |
| J. Michael Redmond | |
| Chief Executive Officer, President and Director | |
| (Principal Executive Officer) |
Date: November 28, 2023
Exhibit 31.2
CERTIFICATION
I, Christine M. Farrell, certify that:
1. I have reviewed this Amendment No. 1 on Form 10-K/A of Odyssey Health, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| /s/ Christine M. Farrell | |
| Christine M. Farrell | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Date: November 28, 2023
Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section 1350
In connection with the Annual Report of Odyssey Health, Inc. (the “Company”) for Amendment No. 1 on Form 10-K/A for the year ended July 31, 2023 as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, J. Michael Redmond, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.
| /s/ J. Michael Redmond | |
| J. Michael Redmond | |
| Chief Executive Officer, President and Director | |
| (Principal Executive Officer) |
Date: November 28, 2023
Exhibit 32.2
Certification Pursuant to 18 U.S.C. Section 1350
In connection with the Annual Report of Odyssey Health, Inc. (the “Company”) for Amendment No. 1 on Form 10-K/A for the year ended July 31, 2023 as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Christine M. Farrell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.
| /s/ Christine M. Farrell | |
| Christine M. Farrell | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Date: November 28, 2023