Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

Form 10-Q

_________________________________

(Mark One)

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

For the quarterly period ended April 30, 2024

☐ 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

(Address of principal executive offices, including zip code)

(702) 780-6559

(Registrant’s telephone number, including area code

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

Title of each Class	Trading Symbol(s)	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 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, a 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. (Check one)

	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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

96,359,763 shares of common stock, par value $.001 per share, outstanding as of June 14, 2024.

ODYSSEY HEALTH, INC.

FORM 10-Q

For the Quarter Ended April 30, 2024

INDEX

		Page
PART I - FINANCIAL INFORMATION
Item 1	Financial Statements	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4	Controls and Procedures	26

PART II - OTHER INFORMATION
Item 1A	Risk Factors	27
Item 5	Other Information	27
Item 6	Exhibits	27
Signatures		28

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

Odyssey Health, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


	As of
	April 30,			July 31,
	2024			2023
Assets
Current assets:
Cash	$	66,014		$	36,865
Research and development rebate due from the Australian government		22,625			276,566
Prepaid expenses and other current assets		64,764			92,457
Total current assets		153,403			405,888

Intangible assets, net of accumulated amortization of $0 and $5,376		–			49,905
Investments		13,422,474			–
Total assets	$	13,575,877		$	455,793

Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable	$	1,296,567		$	1,797,656
Accrued wages		1,487,173			1,402,348
Accrued interest		187,013			142,032
Asset purchase liability		1,125,026			1,125,026
Notes payable, officers and directors		100,000			125,000
Notes payable, net of unamortized beneficial conversion feature, debt discount and closing costs of $84,123 and $280,340		1,500,544			2,019,660
Total current liabilities		5,696,323			6,611,722

Commitments and contingencies		–			–

Stockholders' equity (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, 96,359,763 and 79,067,879 shares issued and outstanding as of April 30, 2024 and July 31, 2024, respectively		96,360			79,068
Additional paid-in-capital		56,046,834			53,862,378
Accumulated deficit		(48,263,640	)		(60,097,375	)
Total stockholders' equity (deficit)		7,879,554			(6,155,929	)
Total liabilities and stockholders' equity	$	13,575,877		$	455,793

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

Odyssey Health, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


	For the Three Months Ended April 30,						For the Nine Months Ended April 30,
	2024			2023			2024			2023

In-process research and development expense	$	–		$	–		$	–		$	170,000
Research and development expense		–			35,040			65,766			393,144
Stock-based compensation		51,483			553,964			1,051,671			1,993,631
General and administrative expense		320,888			505,606			1,259,606			2,102,132
Loss from operations		(372,371	)		(1,094,610	)		(2,377,043	)		(4,658,907	)

Gain on sale of asset		–			–			16,400,687			–
Loss on investment		(367,929	)		–			(1,700,909	)		–
Interest expense		(102,227	)		(189,415	)		(434,689	)		(454,907	)
Other income (expense), net		186			(79	)		9,144			8,402
Net income (loss)		(842,341	)		(1,284,104	)		11,897,190			(5,105,412	)
Deemed dividend		–			–			(63,455	)		–
Net income (loss) attributable to common stockholders	$	(842,341	)	$	(1,284,104	)	$	11,833,735		$	(5,105,412	)

Basic net income (loss) per share attributable to common stockholders	$	(0.01	)	$	(0.02	)	$	0.13		$	(0.06	)

Diluted net income (loss) per share attributable to common stockholders	$	(0.01	)	$	(0.02	)	$	0.11		$	(0.06	)

Shares used for basic net income (loss) per share attributable to common stockholders		103,789,222			83,162,747			94,496,866			81,835,188

Shares used for diluted net income (loss) per share attributable to common stockholders		103,789,222			83,162,747			113,895,608			81,835,188

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

Odyssey Health, Inc.

Condensed Consolidated Statements of Stockholders' Equity (Deficit)

(Unaudited)


	Common Stock
	Shares			Dollars			Additional Paid-In Capital			Accumulated Deficit			Total Equity (Deficit)
Balances, July 31, 2023		79,067,879		$	79,068		$	53,862,378		$	(60,097,375	)	$	(6,155,929	)
Stock-based compensation		–			–			322,728			–			322,728
Common stock issued in debt financing		655,792			656			78,039			–			78,695
Common stock issued in equity financings		500,000			500			45,320			–			45,820
Warrants exercised in connection with debt financing		1,610,390			1,610			(1,610	)		–			–
Warrants issued in debt financing		–			–			28,448			–			28,448
Return of shares		(100,000	)		(100	)		100			–			–
Net loss		–			–			–			(538,035	)		(538,035	)
Balances, October 31, 2023		81,734,061			81,734			54,335,403			(60,635,410	)		(6,218,273	)
Stock-based compensation		–			–			677,391			–			677,391
RSUs issued		1,500,000			1,500			(1,500	)		–			–
Common stock issued in debt financing		11,098,989			11,100			912,828			–			923,928
Common stock issued in equity financings		100,000			100			9,700			–			9,800
Deemed dividend		–			–			63,455			(63,455	)		–
Net income		–			–			–			13,277,566			13,277,566
Balances, January 31, 2024		94,433,050			94,434			55,997,277			(47,421,299	)		8,670,412
Stock-based compensation		–						51,483			–			51,483
Warrants exercised in connection with debt financing		1,926,713			1,926			(1,926	)		–			–
Net loss		–			–			–			(842,341	)		(842,341	)
Balances, April 30, 2024		96,359,763		$	96,360		$	56,046,834		$	(48,263,640	)	$	7,879,554

	Common Stock
	Shares			Dollars			Additional Paid-In Capital		Accumulated Deficit			Total Equity (Deficit)
Balances, July 31, 2022		77,860,563		$	77,861		$	49,456,476	$	(54,177,954	)	$	(4,643,617	)
Stock-based compensation		1,800,000			1,800			1,166,890		–			1,168,690
Common stock issued in equity financings		1,133,591			1,134			239,576		–			240,710
Return of reserved shares		(8,800,000	)		(8,800	)		8,800		–			–
Net loss		–			–			–		(2,149,580	)		(2,149,580	)
Balances, October 31, 2022		71,994,154			71,995			50,871,742		(56,327,534	)		(5,383,797	)
Stock-based compensation		–			–			659,846		–			659,846
Common stock issued in debt financing		213,725			213			13,230		–			13,443
Warrants issued in debt financing		–			–			345,135		–			345,135
Common stock issued in equity financings		1,100,000			1,100			199,220		–			200,320
Common stock issued in conversion of debt		1,500,000			1,500			298,500		–			300,000
Common stock issued in option purchase agreement		1,000,000			1,000			169,000		–			170,000
Net loss		–			–			–		(1,671,728	)		(1,671,728	)
Balances, January 31, 2023		75,807,879			75,808			52,556,673		(57,999,262	)		(5,366,781	)
Stock-based compensation		500,000			500			598,464		–			598,964
Common stock issued in equity financings		1,300,000			1,300			130,390		–			131,690
Common stock issued in conversion of debt		500,000			500			99,500		–			100,000
Net loss		–			–			–		(1,284,104	)		(1,284,104	)
Balances, April 30, 2023		78,107,879		$	78,108		$	53,385,027	$	(59,283,366	)	$	(5,820,231	)

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

Odyssey Health, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	For the Nine Months Ended April 30,
	2024			2023

Cash flows from operating activities:
Net income (loss)	$	11,897,190		$	(5,105,412	)
Adjustments to reconcile net income (loss) to net cash flows used in operating activities:
Amortization		1,538			2,529
Stock-based compensation		1,051,602			2,427,500
Gain on sale of asset		(16,400,687	)		–
Loss on investment		1,700,909			–
Financing costs paid with issuance of common stock		8,750			–
Amortization of beneficial conversion feature, debt discount and closing costs		284,665			410,479
In-process research and development		–			170,000
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses and other current assets		27,693			(3,843	)
Decrease in research and development rebate due from Australian government		253,941			71,821
Increase (decrease) in accounts payable		(175,416	)		364,111
Increase in accrued wages		84,825			266,144
Increase in accrued interest		113,415			41,821
Net cash used in operating activities		(1,151,575	)		(1,354,850	)

Cash flows from investing activities:
Cash proceeds from sale of assets		1,000,000			–
Purchase of intellectual property		–			(8,038	)
Net cash provided by (used in) investing activities		1,000,000			(8,038	)

Cash flows from financing activities:
Proceeds from notes payable		400,000			830,400
Principal payments made on notes payable		(274,896	)		(35,000	)
Closing costs paid for notes payable		–			(76,532	)
Proceeds from sale of common stock		55,620			572,720
Net cash provided by financing activities		180,724			1,291,588

Increase (decrease) in cash		29,149			(71,300	)

Cash and cash equivalents:
Beginning of period		36,865			72,534
End of period	$	66,014		$	1,234

Supplemental disclosure of cash flow information:
Cash paid for interest	$	36,319		$	–

Supplemental disclosure of non-cash information:
Common stock issued to settle notes payable	$	925,437		$	400,000
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			185,000
Warrants issued in exchange for debt financing fees		28,448			345,135
Shares issued for exercised warrants		3,536			–
Shares returned to treasury		100			8,800
Deemed dividend		63,455			–
Original issue discount on debt		–			69,600
Stock issued in exchange for closing costs		–			13,443
Common stock issued in option purchase agreement		–			170,000
Accounts payable assumed by Oragenics		325,672			–

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

Odyssey Health, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Basis of Presentation, Nature of Operations and Going Concern

Basis of Presentation

The accompanying condensed consolidated financial information of Odyssey Health, Inc. and our wholly-owned subsidiary Odyssey Group International Australia, Pty Ltd, (“Odyssey”) is unaudited and has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated. However, such information reflects all adjustments, consisting only of normal recurring adjustments unless otherwise noted, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of July 31, 2023, is derived from our 2023 Annual Report on Form 10-K. The financial statements included herein should be read in conjunction with the financial statements and the notes thereto included in our 2023 Annual Report on Form 10-K filed with the SEC on October 30, 2023. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

Significant Accounting Policies

Our significant accounting policies have been updated below during the nine months ended April 30, 2024, from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2023.

Investments

Our investments include the Series F preferred stock and common stock of Oragenics, Inc. that were acquired on December 28, 2023.

The common stock of Oragenics is valued quarterly based on the common stock price as reported by the NYSE American stock exchange and reduced by an implied discount calculated using the Black-Scholes pricing model, until the common stock held is no longer 144 restricted and freely tradeable, then they will be valued at the fair value of the stock. We adhere to Accounting Standards Codification (ASC) 820, "Fair Value Measurement," for the measurement and disclosure of fair value for this investment.

The Series F preferred stock is carried at cost and reviewed at least annually or more often is there are indications of impairment. Cost was determined utilizing the Black-Scholes pricing model inputs of (i) expected volatility of 79.4%, (ii) risk free interest rate of 5.6%, (ii) expected life of six months, and (iv) an implied discount rate of 25% for the known restrictions on the sale and conversion of the Series F preferred stock. This investment is carried at cost less any impairment, if applicable. We assess the recoverability of this investment periodically and recognize impairment losses in our Statements of Operations in accordance with ASC 321, "Investments - Equity Securities."

We intend to hold the investments until such time that we determine it is in our and our stockholders’ best interest to distribute the preferred shares to stockholders’, convert the preferred stock into common stock and distribute to stockholders, or sell the common stock.

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 clinical utility and provide differentiation in the market. 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.

On October 4, 2023, we entered into an Asset Sale Agreement (the “Agreement”) with Oragenics, Inc. (“Oragenics”). The closing of the Agreement was completed on December 28, 2023, Pursuant to the Agreement, we sold and assigned certain assets and certain liabilities related to the treatment of brain related illnesses and diseases (the “Assets”) 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 by Oragenics of $325,672 of our accounts payable. See Note 4.

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 require further development and Food and Drug Administration (“FDA”) clearance or approval to market our products in the United States. In addition, it would require additional European union or country specific clearance or approvals to sell internationally.

Going Concern

We did not recognize any revenues for the year ended July 31, 2023, or the nine months ended April 30, 2024, and we had an accumulated deficit of $48,263,640 as of April 30, 2024. For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations. Cash available at April 30, 2024, of $66,014 will not provide enough working capital to meet our current operating expenses through June 14, 2025.

The operating deficit indicates 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 further 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.

If we are unable to raise additional capital by June 14, 2025, 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.

Note 2. New Accounting Pronouncement

ASU 2020-06

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40),” which simplifies the accounting for convertible instruments, reduces complexity for preparers and practitioners and improves the decision usefulness and relevance of the information provided to financial statement users. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. We early adopted ASU 2020-06 for our fiscal year ending July 31, 2024. The adoption of ASU 2020-06 did not have any effect on our financial position, results of operations or cash flows except for the calculation of diluted earnings per share.

ASU 2023-07

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which enhances segment reporting under Topic 280 by expanding the breadth and frequency of segment disclosures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company has one segment. The adoption of ASU 2023-07 did not have any effect on our financial position, results of operations or cash flows.

ASU 2023-09

In December 2023, the FASB issued ASU 2023-09, Income Taxes, 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.

Note 3. Intangible Assets

Intangible assets consisted of costs related to a patent for our concussion drug device combination.

Amortization expense was as follows:

Schedule of amortization expense
		Three Months Ended April 30,				Nine Months Ended April 30,
		2024		2023		2024		2023
Amortization expense	$	–	$	1,022	$	1,538	$	2,529

All intangible assets were sold in the second quarter of fiscal 2024. See Note 4.

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 and assigned certain assets and certain liabilities related to the treatment of brain related illnesses and diseases (the “Assets”) 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 $16,400,687.

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 Series F preferred stock. Upon receipt, 511,308 shares of the Series F 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 Oragenics restricted common stock becomes 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.

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 total 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 Series F preferred stock will convert upon Oragenics shareholder approval and upon certain listing and change in control criteria being achieved. In addition, at our option, we are allowed to convert additional shares of the Series F preferred stock as long as we do not own a total of more than 19.9% of the then outstanding Oragenics common stock.

Investment Valuation

The common stock of Oragenics is valued quarterly based on their common stock price as reported by the NYSE American stock exchange reduced by an implied discount calculated using the Black-Scholes pricing model.

See also Note 5.

Note 5. Fair Value

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.

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 nine months ended April 30, 2024, or the year ended July 31, 2023.

The carrying values of cash, prepaid expenses, accounts payable and accrued wages approximate their fair value due to their short maturities.

No changes were made to our valuation techniques during the quarter ended April 30, 2024.

Our financial instruments that are carried at fair value consist of our common stock of Oragenics as follows:


	April 30, 2024
Equity-method investment		Level 1		Level 2		Level 3		Total
Oragenics common stock	$	–	$	467,037	$	–	$	467,037

Valuation of Oragenics Common Stock

Our 511,308 shares of Oragenics common stock were valued at $0.91 per share based a discount to the closing stock price of Oragenics common stock which was $1.04 per share at April 30, 2024, as quoted on the NYSE American. The discount was determined using a Black-Scholes pricing model with the following assumptions:


Expected stock price volatility			71%
Risk free interest rate			5.49%
Expected life			.16
Expected dividend yield			–
Implied discount			12%

There were no financial instruments carried at fair value at April 30, 2023.

Contingent Liabilities

At April 30, 2024 and July 31, 2023, 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 as of both April 30, 2024 and July 31, 2023, since it is not yet probable that we will file for FDA clearance.

We also had contingent consideration at April 30, 2024 and July 31, 2023, related to milestones in our Asset Purchase Agreement with Prevacus, Inc. The fair value of the contingent consideration is 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 as of both April 30, 2024 and July 31, 2023, as it is not yet probable that any of the milestones will be met.

Note 6. Debt

LGH Investments, LLC

On December 30, 2023, we entered into Amendment No. 7 (the “Amendment”) to the Convertible Promissory Note (the “Note”) to the Securities Purchase Agreement dated April 5, 2021, with LGH Investments, LLC (“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 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.

Following this amendment and these payments, at April 30, 2024, there was $1,035,000 of principal and $153,011 of accrued interest outstanding compared to $1,055,000 of principal and $89,781 of accrued interest at July 31, 2023.

ClearThink Capital Partners, LLC

On December 20, 2023, ClearThink Capital Partners, LLC (“ClearThink”) exercised their option to convert their convertible note payable of $175,000 plus $20,000 interest into 975,000 shares of common stock at $0.20 per share.

Accredited Investor 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, convertible into Oragenics common shares held by us at $2.50 per share.

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 (the “Amendments”) to the Promissory Notes entered into December 21, 2021, and December 22, 2021, and as amended April 20, 2022, June 3, 2022, September 30, 2022, December 30, 2022, March 31, 2023, and June 30, 2023, with two directors and two officers. Pursuant to the Amendments, the maturity date of the Promissory Notes was extended to January 31, 2024. All other terms and conditions remain the same.

On January 31, 2024, we entered into four Promissory Note Amendments (the “Amendments”) to the Promissory Notes entered into December 21, 2021, and December 22, 2021, and as amended April 20, 2022, June 3, 2022, September 30, 2022, December 30, 2022, March 31, 2023, June 30, 2023, November 1, 2023, and January 31, 2024, with two directors and two officers. Pursuant to the Amendments, the maturity date of the Promissory Notes was extended to July 31, 2024, and a waiver in the event of default was added and extended to the maturity date. All other terms and conditions remain the same.

At April 30, 2024 and July 31, 2023, we had $18,847 and $16,058, respectively, of accrued interest related to these Promissory Notes.

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.

On June 15, 2023, Mast Hill converted $40,250 of interest and $1,750 of fees into 560,000 shares of our common stock at $0.075 per share.

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 September 13, 2023, we paid Mast Hill $100,000 in principal and $26,382 of interest totaling $126,382.

On October 6, 2023, we paid Mast Hill $44,896 of principal and $5,167 of interest totaling $50,000.

On October 9, 2023, Mast Hill converted $47,653 of principal, $637 of accrued interest, and $1,750 of fees into 417,000 shares of our common stock at $0.12 per share.

On November 6, 2023, Mast Hill converted $42,710 together with $5,580 interest, and $1,750 for fees totaling $50,040 into 695,000 shares of common stock at a conversion price of $0.072 per share.

On November 29, 2023, Mast Hill converted $43,975 together with $4,315 interest, and $1,750 for fees totaling $50,040 into 695,000 shares of common stock at a conversion price of $0.072 per share.

On December 13, 2023, we paid Mast Hill $50,000 of principal and $2,458 of interest totaling $52,458.

On December 22, 2023, Mast Hill converted $46,833 together with $1,457 interest, and $1,750 for fees totaling $50,040 into 695,000 shares of common stock at a conversion price of $0.072 per share.

On January 18, 2024, Mast Hill converted $44,266 together with $4,024 interest, and $1,750 for fees totaling $50,040 into 695,000 shares of common stock at a conversion price of $0.072 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.

Following these repayments and conversions, at April 30, 2024, there was $499,667 of principal and $14,100 of accrued interest and warrants exercisable for 14,666,667 shares of our common stock outstanding.

Accredited Investors Note Purchase Agreement

On July 7, 2023, we received a $150,000 advance from an accredited investor related to a $500,000 Note Purchase Agreement (the “NPA”) entered into with two accredited investors on August 15, 2023, at which time the additional $350,000 was received.

On December 29, 2023, the two accredited investors provided notice to convert their NPA. On January 26, 2024, we converted $500,000 principal plus accrued interest of $28,767 for a total of $528,767 into 7,343,989 shares of common stock at $0.072 per share.

Notes Payable

The following notes payable were outstanding:

Schedule of notes payable
	April 30, 2024			July 31, 2023
Convertible note issued to LGH due June 30, 2024, 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 $0.12 per share	$	1,035,000		$	1,055,000
Promissory notes issued to officers and directors due July 31, 2024, with an interest rate of 8.0% per annum and convertible at $0.12 per share		100,000			125,000
Accredited investor promissory note due August 11, 2024, with an interest rate of 10% per annum and convertible into Oragenics common stock held by us at $2.50 per share		50,000			–
Note purchase agreement issued to two accredited investors due August 15, 2024, with an interest rate of 12% per annum		–			150,000
ClearThink convertible promissory note due December 31, 2023, with a set interest amount of $20,000 and convertible at $0.20 per share		–			175,000
Mast Hill convertible promissory note due December 13, 2024, with an interest rate of 10% per annum and convertible at $0.072 per share		499,667			920,000
		1,684,667			2,425,000
Unamortized debt discount and closing costs		(84,123	)		(246,866	)
Unamortized beneficial conversion feature		–			(33,474	)
	$	1,600,544		$	2,144,660

Note 7. Stock-Based Compensation

2021 Omnibus Stock Incentive Plan

At April 30, 2024, 17,975,000 shares of our common stock were reserved for issuance pursuant to the 2021 Plan and 330,000 shares remained available for future awards. In addition, as of April 30, 2024, awards covering a total of 7,775,000 shares of our common stock have been granted outside the 2021 Plan.

Stock Options

Stock option activity during the nine months ended April 30, 2024 was as follows:

Schedule of stock option activity
	Number of			Weighted Average
	Options			Exercise Price
Options outstanding at July 31, 2023		11,795,000		$	0.34
Options granted		6,025,000			0.10
Options expired or canceled		(750,000	)		0.25
Options outstanding at April 30, 2024		17,070,000		$	0.26

All 6,025,000 options granted during fiscal 2024 were granted outside of the 2021 Plan.

Criteria used for determining the Black-Scholes value of options granted during the nine months ended April 30, 2024 were as follows:


Expected stock price volatility			147% – 160%
Risk free interest rate			3.84% - 4.72%
Expected life of options (years)			5 - 10
Expected dividend yield			–

Restricted Stock Units (“RSUs”)

RSU activity during the nine months ended April 30, 2024 was as follows:

Schedule of RSU activity
	Number of			Weighted Average
	RSUs			Exercise Price
RSUs outstanding at July 31, 2023		3,055,554		$	0.28
RSUs vested		(3,055,554	)		0.28
RSUs outstanding at April 30, 2024		–		$	–

Warrants

Warrant activity during the nine months ended April 30, 2024 was as follows:

Schedule of warrant activity
	Number of Warrants			Weighted Average Exercise Price
Warrants outstanding at July 31, 2023		14,558,607		$	0.50
Warrants issued		12,444,445			0.07
Warrants exercised		(3,537,103	)		0.07
Warrants canceled		(1,240,675	)		0.07
Warrants outstanding at April 30, 2024		22,225,274		$	0.28

During the year ended July 31, 2023, we issued warrants which contained a down-round provision. The provision was triggered, resulting in the issuance of an additional 12,444,445 warrants during the quarter ended January 31, 2024. See Note 6 for additional information.

Unrecognized Compensation Costs

At April 30, 2024, we had unrecognized stock-based compensation of $288,322, which will be recognized over the weighted average remaining vesting period of 0.39 years.

Note 8. Research and Development Rebate

We incurred expenses related to our Phase I clinical trial of our concussion drug device combination that are eligible for the Australian research and development rebate which were recorded as an offset to research and development expense as follows:


	Three Months Ended April 30,				Nine Months Ended April 30,
		2024		2023		2024		2023
Research and development expense offset	$	–	$	16,999	$	53,578	$	340,262

Note 9. Earnings (Loss) Per Share

Basic earnings (loss) per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the if converted method for convertible debt and convertible preferred stock. Dilutive potential common shares include outstanding stock options and other stock-based awards as well as convertible debt.

Schedule of earnings (loss) per share
	Three Months Ended April 30,						Nine Months Ended April 30,
	2024			2023			2024		2023
Net income (loss) attributable to common stockholders used for basic earnings (loss) per share	$	(842,341	)	$	(1,284,104	)	$	11,833,735	$	(5,105,412	)
Add back convertible debt interest		–			–			147,422		–
Add back convertible debt amortization		–			–			284,665		–
Add back deemed dividend		–			–			63,455		–
Net income (loss) attributable to common stockholders used for diluted earnings (loss) per share calculations	$	(842,341	)	$	(1,284,104	)	$	12,329,277	$	(5,105,412	)


Weighted average outstanding shares of common stock used for basic earnings (loss) per share		103,789,222			83,162,747			94,496,866		81,835,188
Dilutive effect of convertible debt		–			–			18,046,122		–
Dilutive effect of warrants		–			–			1,308,328		–
Dilutive effect of stock options		–			–			44,291		–
Common stock and common stock equivalents used for diluted earnings (loss) per share		103,789,222			83,162,747			113,895,608		81,835,188

Earnings (Loss) Per Share
Basic	$	(0.01	)	$	(0.02	)	$	0.13	$	(0.06	)
Diluted	$	(0.01	)	$	(0.02	)	$	0.11	$	(0.06	)

The following anti-dilutive securities were excluded from the calculations of diluted net loss per share:

Schedule of anti-dilutive securities
	Three Months Ended April 30,				Nine Months Ended April 30,
	2024		2023		2024		2023
Options to purchase common stock		17,070,000		10,820,000		16,620,000		10,820,000
Shares issuable upon conversion of convertible notes and related accrued interest		18,046,122		14,520,000		–		14,520,000
Warrants to purchase common stock		22,225,274		13,558,607		9,558,607		13,558,607
Unvested restricted stock units		–		3,488,888		–		3,488,888
Total potentially dilutive securities		57,341,396		42,387,495		26,178,607		42,387,495

Note 10. Common Stock

Lincoln Park

Lincoln Park Capital Fund, LLC (“LPC”) purchased 600,000 shares at an average price of $.098 per share for total proceeds to us of $55,620 during the nine months ended April 30, 2024, pursuant to the LPC Purchase Agreement. At December 31, 2023, the LPC Purchase Agreement expired.

Mast Hill

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.

During the first nine months of 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. See Note 6.

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 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 April 30, 2024.

11. Related Party Transactions

Due to Officers

The following amounts were due to officers for reimbursement of expenses and were included in accounts payable within the accompanying Condensed Consolidated Balance Sheets:

Schedule of related party payables
	April 30, 2024		July 31, 2023
Joseph M. Redmond, CEO	$	–	$	688
Christine Farrell, CFO		–		1,633
	$	–	$	2,301

The amount of unpaid salary and bonus due to our officers was included in accrued wages within the accompanying Condensed Consolidated Balance Sheets and was as follows:

Schedule of accrued wages
	April 30, 2024		July 31, 2023
Joseph M. Redmond, CEO	$	1,037,877	$	935,831
Christine Farrell, CFO		314,463		257,771
	$	1,352,340	$	1,193,602

Promissory Notes

See Note 6 for a discussion of promissory notes payable to officers and directors.

Note 12. Commitments and Contingencies

We are a party to a lawsuit in Superior Court, Kent County in the State of Rhode Island entitled Robert Hainey v. Vdex Diabetes Holdings, Inc. et. al, Case No. KC-2023-0952. Robert Hainey, the plaintiff filed suit against defendants Vdex Diabetes Holdings Inc. and William McCullough. On December 9, 2023, defendant Vdex Diabetes Holdings Inc. (“VDH”) filed a Third-Party Complaint against us alleging the existence of an agreement between the VDH Chief Executive Officer, William McCullough and our Chief Executive Officer, Michael Redmond, to pursue a merger of the two companies. VDH alleges as part of these negotiations VDH agreed to suspend all negotiations with all other suitors in order to pursue the merger with us. VDH alleges that we, along with Hainey, represented that we would provide capital as consideration for VDH’s undertaking and to continue its growth and expansion. VDH alleges Hainey provided VDH with $20,000. VDH contends they relied upon Hainey’s and our representations to their detriment as they incurred substantial expense exhausting all of the $20,000. We have retained Tarro & Marotti Law Firm, LLC of Warwick, Rhode Island. On February 8, 2024, a motion to dismiss was entered in the Kent County Superior Court of Rhode Island and a notice of hearing will be held on July, 8, 2024, in the Kent County Superior Court. As no timely objection has been filed to date, we believe the motion to dismiss will be granted and no monetary award will be awarded to the plaintiff.

Note 13. Subsequent Events

Management has performed a review of all events and transactions occurring after April 30, 2024 through the date the accompanying unaudited interim condensed consolidated financial statements were available to be issued for items that would require adjustment to or disclosure in the accompanying unaudited interim condensed consolidated financial statements, noting no such events or transactions.

Item 2.

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q 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.

Many possible events or factors could affect our future financial results and performance and could cause actual results or performance to differ materially from those expressed, including those risks and uncertainties described in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended July 31, 2023 (“2023 Annual Report”) and those described from time to time in our future reports filed with the Securities and Exchange Commission (the “SEC”). We believe these risks and uncertainties could cause actual results or events to differ materially from the forward-looking statements that we make. Should one or more of these risks and uncertainties materialize, or should underlying assumptions, projections or expectations prove incorrect, actual results, performance or financial condition may vary materially and adversely from those anticipated, estimated or expected. Our forward-looking statements do not reflect the potential impact of future acquisitions, mergers, dispositions, joint ventures or investments that we may make. We do not assume any obligation to update any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law. In the light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements.

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.

On October 4, 2023, we entered into an Asset Agreement (the “Agreement”) with Oragenics, Inc. (“Oragenics”). Pursuant to the Agreement, we sold certain assets and certain liabilities related to a segment of our business focused on developing medical products that treat brain related illnesses and diseases (the “Assets”) to Oragenics. The closing was completed on December 28, 2023. See below and Note 4 of Notes to Condensed Consolidated Financial Statements for additional information.

We plan to license, improve, and develop our products and identify and select distribution channels. We intend to establish agreements with distributors to get products to market quickly and undertake and engage in direct marketing efforts as we move closer to regulatory approvals. We will determine the most effective distribution method for each unique product we include in our portfolio. We will engage third-party research and development firms that specialize in creating products to assist us in developing our own products, and we will apply for trademarks and patents once we have developed proprietary products.

Recent Funding

LPC Purchase Agreement Draws

During the nine months ended April 30, 2024, LPC purchased a total of 600,000 shares of our common stock for total proceeds of $55,620 pursuant to the August 14, 2020, LPC Purchase Agreement. At December 31, 2023, the LPC Purchase Agreement expired.

Asset Agreement with Oragenics, Inc.

On October 4, 2023, we entered into an Asset Agreement with Oragenics, which closed on December 7, 2023. Pursuant to the Agreement, we sold the segment of our business and related assets focused on developing medical products that treat brain related illnesses and diseases (the “Assets”) 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 $16,400,687.

The in-process research and development 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.

At the closing, we were required to obtain the consent of Mast Hill to consummate the closing of the Asset Agreement. As part of the consent, we entered into a pledge agreement with Mast Hill granting a security interest in 154,545 of the total 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.

See Note 4 of Notes to Condensed Consolidated Financial Statements for additional information.

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.

Accredited Investor Note Payable

See Note 6 of Notes to Condensed Consolidated Financial Statements for additional information.

Going Concern

See Note 1 of Notes to Financial Statements.

Significant Accounting Policies and Use of Estimates

During the nine months ended April 30, 2024, there were no significant changes to our significant accounting policies and estimates are described in Note 2. Summary of Significant Accounting Policies included in Part II, Item 8. of our Annual Report on Form 10-K for the year ended July 31, 2023, filed with the Securities and Exchange Commission on October 30, 2023.

Results of Operations

We do not currently sell or market any products and did not have any revenue in the three or nine month periods ended April 30, 2024 or 2023. We will commence actively marketing products after the products and drugs in development have been FDA cleared or approved, but there can be no assurance, however, that we will be successful in obtaining FDA clearance or approval for our products.

	Three Months Ended April 30,						$			%
	2024			2023			Change			Change
Research and development expense	$	–		$	35,040		$	(35,040	)		-100%
Stock-based compensation		51,483			553,964			(502,481	)		-91%
General and administrative expense		320,888			505,606			(184,718	)		-37%
Loss from operations		(372,371	)		(1,094,610	)		722,239			-66%

Loss on investment		(367,929	)		–			(367,929	)		-100%
Interest expense		(102,227	)		(189,415	)		87,188			-46%
Other income (expense), net		186			(77	)		263			342%
Net loss		(842,341	)		(1,284,102	)		441,761			-34%
Deemed dividend		–			–			–			–
Net loss attributable to common stockholders	$	(842,341	)	$	(1,284,102	)	$	441,761			-34%
Basic net loss per share attributable to common stockholders	$	(0.01	)	$	(0.02	)	$	(0.01	)		-59%
Diluted net loss per share attributable to common stockholders	$	(0.01	)	$	(0.02	)	$	(0.01	)		-59%

	Nine Months Ended April 30,						$			%
	2024			2023			Change			Change
In-process research and development expense	$	–		$	170,000		$	(170,000	)		-100%
Research and development expense		65,766			393,144			(327,378	)		-83%
Stock-based compensation		1,051,671			1,993,631			(941,960	)		-47%
General and administrative expense		1,259,606			2,102,132			(842,526	)		-40%
Loss from operations		(2,377,043	)		(4,658,907	)		2,281,864			-49%

Gain on sale of assets		16,400,687			–			16,400,687			100%
Loss on investment		(1,700,909	)		–			(1,700,909	)		100%
Interest expense		(434,689	)		(454,907	)		20,218			-4%
Other income, net		9,144			8,402			742			9%
Net income (loss)		11,897,190			(5,105,412	)		7,172,604			140%
Deemed dividend		(63,455	)		–			(63,455	)		-100%
Net income (loss) attributable to common shareholders	$	11,833,735		$	(5,105,412	)	$	16,939,147			332%
Basic net income (loss) per share attributable to common stockholders	$	0.13		$	(0.06	)	$	0.19			301%
Diluted net income (loss) per share attributable to common stockholders	$	0.11		$	(0.06	)	$	0.18			289%

In-Process Research and Development

In-process research and development in the nine-month period ended April 30, 2023, relates to the value of the 1,000,000 shares of our Common Stock with a value of $0.17 per share issued to Prevacus in connection with a November 2022 Option Agreement.

Research and Development Expense

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

The decreases in Research and development expense were due to the following:

	Three months ended			Nine months ended
	April 30, 2024 compared to three months ended			April 30, 2024 compared to three months ended
	April 30, 2023			April 30, 2023
Increase (decrease) in:
Consultants	$	(12,960	)	$	35,237
Phase I clinical trial		(42,987	)		(658,857	)
Australian research and development rebate		20,907			290,592
Phase II clinical trial		–			10,000
Regulatory		–			(4,350	)
	$	(35,040	)	$	(327,378	)

The decreases in the Phase I clinical trial and the Australian research and development rebate in the nine months ended April 30, 2024, compared to the nine months ended April 30, 2023, were the result of the completion of the dosing of subject in the first quarter of fiscal 2023. No additional expenses are expected related to ONP-002 as a result of the sale of the asset to Oragenics.

Stock-Based Compensation

The decreases in Stock-based compensation for the three and nine months ended April 30, 2024, compared to the same periods of 2023 were due to fewer grants and unvested awards outstanding.

General and Administrative Expense

Our General and administrative expense includes salaries and related benefits for employees, business development and investor relations activities, legal and professional fees, and administrative costs related to maintaining compliance as a public company.

The changes in General and administrative expense were due to the following:

	Three months ended April 30, 2024 compared to three months ended			Nine months ended April 30, 2024 compared to three months ended
	April 30, 2023			April 30, 2023
Increase (decrease) in:
Business development and investor relations	$	(16,525	)	$	(650,443	)
Consulting fees		(24,000	)		(71,000	)
Insurance expense		(3,750	)		(8,125	)
Legal and professional fees		(45,902	)		9,958
Public Company Expense		(4,413	)		25,620
Travel		(8,006	)		(21,630	)
Wages		(59,249	)		(114,335	)
Other		(22,873	)		(12,571	)
	$	(184,718	)	$	(842,526	)

The decreases in the current fiscal year periods compared to the prior fiscal year were primarily a result of the decreases in business development activities due to limited resources and fewer employees.

Gain on Sale of Asset

The gain on sale of asset in the nine months ended April 30, 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.

Loss on Investment

Loss on investment in the three and nine months ended April 30, 2024 relates to the revaluation of the common stock of Oragenics held as an investment.

Interest Expense

Interest expense includes interest on debt outstanding, as well as the amortization of unamortized debt issuance costs and debt closing costs. Certain information regarding debt outstanding was as follows:

	Three Months Ended April 30,				Nine Months Ended April 30,
	2024		2023		2024		2023
Weighted average debt outstanding	$	1,660,778	$	2,263,933	$	1,778,993	$	1,937,564
Weighted average interest rate		8.29%		5.7%		7.74%		7.8%

The decrease in the weighted average debt outstanding for the three and nine months ended April 30, 2024, was due to the conversion of convertible debt agreements with Mast Hill, ClearThink and the two accredited investors.

Liquidity and Capital Resources

See Recent Funding above for a discussion of our recent debt and equity financings.

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

	Nine Months Ended April 30,
	2024			2023
Net cash used in operating activities	$	(1,151,509	)	$	(1,354,850	)
Net cash provided by (used in) investing activities		1,000,000			(8,038	)
Net cash provided by financing activities		180,724			1,291,588

Historically, we have financed our operations primarily through debt financing, limited sales of our common stock and recently through the sale of our neurological assets to Oragenics as discussed in Note 4 of Notes to Condensed Consolidated Financial Statements. 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 may need to suspend the creation of new products until market conditions improve.

Debt

The following notes payable were outstanding:


	April 30, 2024			July 31, 2023
Convertible note issued to LGH due June 30, 2024, 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 $0.12 per share	$	1,035,000		$	1,055,000
Promissory notes issued to officers and directors due July 31, 2024, with an interest rate of 8.0% per annum and convertible at $0.12 per share		100,000			125,000
Accredited investor promissory note due August 11, 2024, with an interest rate of 10% per annum and convertible into Oragenics common stock held by us at $2.50 per share		50,000			–
Note purchase agreement issued to two accredited investors due August 15, 2024, with an interest rate of 12% per annum		–			150,000
ClearThink convertible promissory note due December 31, 2023, with a set interest amount of $20,000 and convertible at $0.20 per share		–			175,000
Mast Hill convertible promissory note due December 13, 2024, with an interest rate of 10% per annum and convertible at $0.072 per share		499,667			920,000
		1,684,667			2,425,000
Unamortized debt discount and closing costs		(84,123	)		(246,866	)
Unamortized beneficial conversion feature		–			(33,474	)
	$	1,600,544		$	2,144,660

Australian Research and Development Rebate

In the first nine months of fiscal 2024, we incurred $43,092 of expenses related to our Phase I clinical trial of our concussion drug device combination that are eligible for the Australian research and development rebate for a rebate due of $20,900, which was recorded as an offset to Research and development expense.

Inflation

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

Off Balance Sheet Arrangements

We do not have any material off balance sheet arrangements.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company and are not required to provide information under this item.

Item 4.

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 April 30, 2024. 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 April 30, 2024, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, as a result of the material weaknesses in internal control over financial reporting that are described below, our disclosure controls and procedures were not effective.

As previously reported in our Annual Report on Form 10-K for the fiscal year ended July 31, 2023, management identified the following material weaknesses in internal control over financial reporting:

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.

In light of the material weakness described above, prior to the filing of this Form 10-Q for the period ended April 30, 2024, management determined that key quarterly controls were performed timely and also performed additional procedures, including validating the completeness and accuracy of the underlying data used to support the amounts reported in the quarterly 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-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with United States GAAP.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1A.

Risk Factors

There have been no material changes during the six months ended April 30, 2024, to the risk factors discussed in our Annual Report on Form 10-K for the year ended July 31, 2023. If any of the identified risks actually occur, our business, financial condition and results of operations could suffer. The trading price of our common stock could decline and you may lose all or part of your investment in our common stock. The risks and uncertainties described in our Annual Report on Form 10-K for the year ended July 31, 2023, are not the only ones we face. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business operations.

Item 5.

Other Information

During the quarter ended April 30, 2024, no director or officer of the Company adopted or terminated a “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 6.

Exhibits

The following exhibits are filed herewith and this list constitutes the exhibit index.

Exhibit Number		Exhibit Description
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
32.1		Certification of Chief Executive Officer pursuant to Section 1350
32.2		Certification of Chief Financial Officer pursuant to Section 1350
101.INS		Inline XBRL Instances 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 iXBRL, and included in exhibit 101).

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 June 14, 2024.

	ODYSSEY GROUP INTERNATIONAL, 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)

Exhibit 31.1

CERTIFICATION

I, Joseph Michael Redmond, certify that:

1. I have reviewed this Form 10-Q of Odyssey Health, Inc. f/k/a Odyssey Group International, 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. The registrant’s other certifying officer and I are 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 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. The registrant’s other certifying officer and 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.

June 14, 2024

/s/ Joseph Michael Redmond

Joseph Michael Redmond

Chief Executive Officer, President and Director

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Christine M. Farrell, certify that:

1. I have reviewed this Form 10-Q of Odyssey Health, Inc. f/k/a Odyssey Group International, Inc.;

(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.

June 14, 2024

/s/ Christine M. Farrell

Christine M. Farrell

Chief Financial Officer

(Principal Financial and Accounting Officer)

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350

In connection with the Quarterly Report of Odyssey Health, Inc. f/k/a Odyssey Group International, Inc. (the “Company”) on Form 10-Q for the nine months ended April 30, 2024 as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Joseph Michael Redmond, Chief Executive Officer, President and Director 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.



June 14, 2024	/s/ Joseph Michael Redmond
	Joseph Michael Redmond
	Chief Executive Officer, President and Director (Principal Executive Officer)

Exhibit 32.2

Certification Pursuant to 18 U.S.C. Section 1350

In connection with the Quarterly Report of Odyssey Health, Inc. f/k/a Odyssey Group International, Inc. (the “Company”) on Form 10-Q for the nine months ended April 30, 2024 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.



June 14, 2024	/s/ Christine M. Farrell
	Christine M. Farrell
	Chief Financial Officer (Principal Financial and Accounting Officer)

Cover - shares	9 Months Ended
Cover - shares	Apr. 30, 2024	Jun. 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Apr. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--07-31
Entity File Number	000-56196
Entity Registrant Name	Odyssey Health, Inc.
Entity Central Index Key	0001626644
Entity Tax Identification Number	47-1022125
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2300 West Sahara Avenue
Entity Address, Address Line Two	Suite 800 - #4012
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89102
City Area Code	702
Local Phone Number	780-6559
Title of 12(b) Security	Common Stock ($0.001 par value)
Trading Symbol	ODYY
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		96,359,763

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Apr. 30, 2024	Jul. 31, 2023
Current assets:
Cash	$ 66,014	$ 36,865
Research and development rebate due from the Australian government	22,625	276,566
Prepaid expenses and other current assets	64,764	92,457
Total current assets	153,403	405,888
Intangible assets, net of accumulated amortization of $0 and $5,376	0	49,905
Investments	13,422,474	0
Total assets	13,575,877	455,793
Current liabilities:
Accounts payable	1,296,567	1,797,656
Accrued wages	1,487,173	1,402,348
Accrued interest	187,013	142,032
Asset purchase liability	1,125,026	1,125,026
Notes payable, officers and directors	100,000	125,000
Notes payable, net of unamortized beneficial conversion feature, debt discount and closing costs of $84,123 and $280,340	1,500,544	2,019,660
Total current liabilities	5,696,323	6,611,722
Commitments and contingencies
Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares issued or outstanding	0	0
Common stock, $0.001 par value, 500,000,000 shares authorized, 96,359,763 and 79,067,879 shares issued and outstanding as of April 30, 2024 and July 31, 2024, respectively	96,360	79,068
Additional paid-in-capital	56,046,834	53,862,378
Accumulated deficit	(48,263,640)	(60,097,375)
Total stockholders' equity (deficit)	7,879,554	(6,155,929)
Total liabilities and stockholders' equity	$ 13,575,877	$ 455,793

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Apr. 30, 2024	Jul. 31, 2023
Statement of Financial Position [Abstract]
Intangible assets, net of accumulated amortization	$ 0	$ 5,376
Notes payable, net of unamortized beneficial conversion feature, debt discount and closing costs	$ 84,123	$ 280,340
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	96,359,763	79,067,879
Common stock, shares outstanding	96,359,763	79,067,879

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Apr. 30, 2024	Apr. 30, 2023	Apr. 30, 2024	Apr. 30, 2023
Income Statement [Abstract]
In-process research and development expense	$ 0	$ 0	$ 0	$ 170,000
Research and development expense	0	35,040	65,766	393,144
Stock-based compensation	51,483	553,964	1,051,671	1,993,631
General and administrative expense	320,888	505,606	1,259,606	2,102,132
Loss from operations	(372,371)	(1,094,610)	(2,377,043)	(4,658,907)
Gain on sale of asset	0	0	16,400,687	0
Loss on investment	(367,929)	0	(1,700,909)	0
Interest expense	(102,227)	(189,415)	(434,689)	(454,907)
Other income (expense), net	186	(79)	9,144	8,402
Net income (loss)	(842,341)	(1,284,104)	11,897,190	(5,105,412)
Deemed dividend	0	0	(63,455)	0
Net income (loss) attributable to common stockholders	$ (842,341)	$ (1,284,104)	$ 11,833,735	$ (5,105,412)
Basic net income (loss) per share attributable to common stockholders	$ (0.01)	$ (0.02)	$ 0.13	$ (0.06)
Diluted net income (loss) per share attributable to common stockholders	$ (0.01)	$ (0.02)	$ 0.11	$ (0.06)
Shares used for basic net income (loss) per share attributable to common stockholders	103,789,222	83,162,747	94,496,866	81,835,188
Shares used for diluted net income (loss) per share attributable to common stockholders	103,789,222	83,162,747	113,895,608	81,835,188

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Jul. 31, 2022	$ 77,861	$ 49,456,476	$ (54,177,954)	$ (4,643,617)
Beginning balance, shares at Jul. 31, 2022	77,860,563
Stock-based compensation	$ 1,800	1,166,890		1,168,690
Stock-based compensation, shares	1,800,000
Common stock issued in equity financings	$ 1,134	239,576		240,710
Common stock issued in equity financings, shares	1,133,591
Return of reserved shares	$ (8,800)	8,800
Return of reserved shares, shares	(8,800,000)
Net loss			(2,149,580)	(2,149,580)
Ending balance, value at Oct. 31, 2022	$ 71,995	50,871,742	(56,327,534)	(5,383,797)
Ending balance, shares at Oct. 31, 2022	71,994,154
Beginning balance, value at Jul. 31, 2022	$ 77,861	49,456,476	(54,177,954)	(4,643,617)
Beginning balance, shares at Jul. 31, 2022	77,860,563
Net loss				(5,105,412)
Ending balance, value at Apr. 30, 2023	$ 78,108	53,385,027	(59,283,366)	(5,820,231)
Ending balance, shares at Apr. 30, 2023	78,107,879
Beginning balance, value at Oct. 31, 2022	$ 71,995	50,871,742	(56,327,534)	(5,383,797)
Beginning balance, shares at Oct. 31, 2022	71,994,154
Stock-based compensation		659,846		659,846
Common stock issued in debt financing	$ 213	13,230		13,443
Common stock issued in debt financing, shares	213,725
Common stock issued in equity financings	$ 1,100	199,220		200,320
Common stock issued in equity financings, shares	1,100,000
Common stock issued in conversion of debt	$ 1,500	298,500		300,000
Common stock issued in conversion of debt, shares	1,500,000
Common stock issued in option purchase agreement	$ 1,000	169,000		170,000
Common stock issued in option purchase agreement, shares	1,000,000
Warrants issued in debt financing		345,135		345,135
Net loss			(1,671,728)	(1,671,728)
Ending balance, value at Jan. 31, 2023	$ 75,808	52,556,673	(57,999,262)	(5,366,781)
Ending balance, shares at Jan. 31, 2023	75,807,879
Stock-based compensation	$ 500	598,464		598,964
Stock-based compensation, shares	500,000
Common stock issued in equity financings	$ 1,300	130,390		131,690
Common stock issued in equity financings, shares	1,300,000
Common stock issued in conversion of debt	$ 500	99,500		100,000
Common stock issued in conversion of debt, shares	500,000
Net loss			(1,284,104)	(1,284,104)
Ending balance, value at Apr. 30, 2023	$ 78,108	53,385,027	(59,283,366)	(5,820,231)
Ending balance, shares at Apr. 30, 2023	78,107,879
Beginning balance, value at Jul. 31, 2023	$ 79,068	53,862,378	(60,097,375)	(6,155,929)
Beginning balance, shares at Jul. 31, 2023	79,067,879
Stock-based compensation		322,728		322,728
Common stock issued in debt financing	$ 656	78,039		78,695
Common stock issued in debt financing, shares	655,792
Common stock issued in equity financings	$ 500	45,320		45,820
Common stock issued in equity financings, shares	500,000
Warrants exercised in connection with debt financing	$ 1,610	(1,610)
Warrants exercised in connection with debt financing, shares	1,610,390
Warrants issued in debt financing		28,448		28,448
Return of shares	$ (100)	100
Return of shares, shares	(100,000)
Net loss			(538,035)	(538,035)
Ending balance, value at Oct. 31, 2023	$ 81,734	54,335,403	(60,635,410)	(6,218,273)
Ending balance, shares at Oct. 31, 2023	81,734,061
Beginning balance, value at Jul. 31, 2023	$ 79,068	53,862,378	(60,097,375)	(6,155,929)
Beginning balance, shares at Jul. 31, 2023	79,067,879
Net loss				11,897,190
Ending balance, value at Apr. 30, 2024	$ 96,360	56,046,834	(48,263,640)	7,879,554
Ending balance, shares at Apr. 30, 2024	96,359,763
Beginning balance, value at Oct. 31, 2023	$ 81,734	54,335,403	(60,635,410)	(6,218,273)
Beginning balance, shares at Oct. 31, 2023	81,734,061
Stock-based compensation		677,391		677,391
RSUs issued	$ 1,500	(1,500)
RSUs issued, shares	1,500,000
Common stock issued in debt financing	$ 11,100	912,828		923,928
Common stock issued in debt financing, shares	11,098,989
Common stock issued in equity financings	$ 100	9,700		9,800
Common stock issued in equity financings, shares	100,000
Deemed dividend		63,455	(63,455)
Net loss			13,277,566	13,277,566
Ending balance, value at Jan. 31, 2024	$ 94,434	55,997,277	(47,421,299)	8,670,412
Ending balance, shares at Jan. 31, 2024	94,433,050
Stock-based compensation		51,483		51,483
Warrants exercised in connection with debt financing	$ 1,926	(1,926)
Warrants exercised in connection with debt financing, shares	1,926,713
Net loss			(842,341)	(842,341)
Ending balance, value at Apr. 30, 2024	$ 96,360	$ 56,046,834	$ (48,263,640)	$ 7,879,554
Ending balance, shares at Apr. 30, 2024	96,359,763

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Apr. 30, 2024	Apr. 30, 2023
Cash flows from operating activities:
Net income (loss)	$ 11,897,190	$ (5,105,412)
Adjustments to reconcile net income (loss) to net cash flows used in operating activities:
Amortization	1,538	2,529
Stock-based compensation	1,051,602	2,427,500
Gain on sale of asset	(16,400,687)	0
Loss on investment	1,700,909	0
Financing costs paid with issuance of common stock	8,750	0
Amortization of beneficial conversion feature, debt discount and closing costs	284,665	410,479
In-process research and development	0	170,000
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses and other current assets	27,693	(3,843)
Decrease in research and development rebate due from Australian government	253,941	71,821
Increase (decrease) in accounts payable	(175,416)	364,111
Increase in accrued wages	84,825	266,144
Increase in accrued interest	113,415	41,821
Net cash used in operating activities	(1,151,575)	(1,354,850)
Cash flows from investing activities:
Cash proceeds from sale of assets	1,000,000	0
Purchase of intellectual property	0	(8,038)
Net cash provided by (used in) investing activities	1,000,000	(8,038)
Cash flows from financing activities:
Proceeds from notes payable	400,000	830,400
Principal payments made on notes payable	(274,896)	(35,000)
Closing costs paid for notes payable	0	(76,532)
Proceeds from sale of common stock	55,620	572,720
Net cash provided by financing activities	180,724	1,291,588
Increase (decrease) in cash	29,149	(71,300)
Cash and cash equivalents:
Beginning of period	36,865	72,534
End of period	66,014	1,234
Supplemental disclosure of cash flow information:
Cash paid for interest	36,319	0
Supplemental disclosure of non-cash information:
Common stock issued to settle notes payable	925,437	400,000
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	185,000
Warrants issued in exchange for debt financing fees	28,448	345,135
Shares issued for exercised warrants	3,536	0
Shares returned to treasury	100	8,800
Deemed dividend	63,455	0
Original issue discount on debt	0	69,600
Stock issued in exchange for closing costs	0	13,443
Common stock issued in option purchase agreement	0	170,000
Accounts payable assumed by Oragenics	$ 325,672	$ 0

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($)	Apr. 30, 2024	Jan. 31, 2024	Oct. 31, 2023	Apr. 30, 2023	Jan. 31, 2023	Oct. 31, 2022	Apr. 30, 2024	Apr. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (842,341)	$ 13,277,566	$ (538,035)	$ (1,284,104)	$ (1,671,728)	$ (2,149,580)	$ 11,897,190	$ (5,105,412)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Apr. 30, 2024
Trading Arrangements, by Individual [Table]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Basis of Presentation, Nature of Operations and Going Concern

9 Months Ended

Apr. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation, Nature of Operations and Going Concern

Note 1. Basis of Presentation, Nature of Operations and Going Concern

Basis of Presentation

Significant Accounting Policies

Our significant accounting policies have been updated below during the nine months ended April 30, 2024, from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2023.

Investments

Our investments include the Series F preferred stock and common stock of Oragenics, Inc. that were acquired on December 28, 2023.

Nature of Operations

Going Concern

New Accounting Pronouncement

9 Months Ended

Apr. 30, 2024

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncement

Note 2. New Accounting Pronouncement

ASU 2020-06

ASU 2023-07

ASU 2023-09

Intangible Assets

9 Months Ended

Apr. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Note 3. Intangible Assets

Intangible assets consisted of costs related to a patent for our concussion drug device combination.

Amortization expense was as follows:

Schedule of amortization expense
		Three Months Ended April 30,				Nine Months Ended April 30,
		2024		2023		2024		2023
Amortization expense	$	–	$	1,022	$	1,538	$	2,529

All intangible assets were sold in the second quarter of fiscal 2024. See Note 4.

Asset Sale Agreement with Oragenics, Inc.

9 Months Ended

Apr. 30, 2024

Asset Sale Agreement With Oragenics Inc.

Asset Sale Agreement with Oragenics, Inc.

Note 4. Asset Sale Agreement with Oragenics, Inc.

Investment Valuation

See also Note 5.

Fair Value

9 Months Ended

Apr. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value

Note 5. Fair Value

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 3 – Unobservable inputs that are supported by little or no market activity, generally requiring a significant amount of judgment by management.

The carrying values of cash, prepaid expenses, accounts payable and accrued wages approximate their fair value due to their short maturities.

No changes were made to our valuation techniques during the quarter ended April 30, 2024.

Our financial instruments that are carried at fair value consist of our common stock of Oragenics as follows:


	April 30, 2024
Equity-method investment		Level 1		Level 2		Level 3		Total
Oragenics common stock	$	–	$	467,037	$	–	$	467,037

Valuation of Oragenics Common Stock


Expected stock price volatility			71%
Risk free interest rate			5.49%
Expected life			.16
Expected dividend yield			–
Implied discount			12%

There were no financial instruments carried at fair value at April 30, 2023.

Contingent Liabilities

Debt

9 Months Ended

Apr. 30, 2024

Debt Disclosure [Abstract]

Debt