What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-10-29 compared with 2020-11-16 · 443 added, 306 removed, 37 unchanged (95% of the section changed)

1 unchanged sentence

Market Information

Our stock trades on

the OTC Markets OTCQB) under the symbol “ODYY”.

The following table sets forth the bid prices quoted for our common

stock during each quarter, as reported by the OTCQB in the current fiscal year.

The following quotations reflect inter-dealer prices,

without retail mark-up, markdown or commission and may not necessarily represent actual transactions.

Our stock trades on the OTC

Markets under the symbol “ODYY.”

The following table sets forth the bid prices quoted for our common stock during each quarter,

as reported by the OTCPink in the last two fiscal years.

The following quotations reflect inter-dealer prices, without retail mark-up,

markdown or commission and may not necessarily represent actual transactions.

Fiscal Year Ended July 31, 2021

3 unchanged sentences

First Quarter

Fiscal Year Ended July 31, 2020

Fourth Quarter

Third Quarter

Second Quarter

First Quarter

Transfer Agent

The Company’s

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

Our transfer agent is Empire Stock Transfer, 1859

Whitney Mesa Drive, Henderson, Nevada 89014 (702) 818-5898.

Holders of our Common Stock

As of November 13, 2020, 90,570,202 shares

of our common stock were outstanding and held approximately 124 stockholders of record.

We have never paid

dividends with respect to our common stock and cannot provide any assurance that we will declare or pay cash dividends on our common

Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to

applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions

and other factors that our board of directors may deem relevant.

Our board of directors expects to retain future earnings (if any)

to finance our growth.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Securities Authorized for Issuance Under

Equity Compensation Plans

We did not have any equity compensation plans approved by shareholders

As of October 29, 2021, 91,015,650 shares of our

common stock were outstanding and held approximately 154 stockholders of record.

We have never paid dividends with respect to our

common stock and cannot provide any assurance that we will declare or pay cash dividends on our common stock.

Any future determination

to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on our

financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors

may deem relevant.

Our board of directors expects to retain future earnings (if any) to finance our growth.

See “Management’s

Discussion and Analysis of Financial Condition and Results of Operations.”

Securities Authorized for Issuance Under Equity

Compensation Plans

We did not have any equity compensation plans

approved by shareholders at July 31, 2021.

We had the following equity awards outstanding pursuant to plans not approved by shareholders

at July 31, 2021:

We had the following equity awards outstanding pursuant to plans not approved by shareholders at July 31, 2020:

stock options exercisable for 15 million shares of our common stock

at $0.25 per share, all of which were canceled in September 2020;

stock options exercisable for 650,000 shares of our common stock

at an average weighted price of $1.40 per share;

warrants exercisable for 44,500 shares of our common stock at

$1.00 per share;

stock options exercisable for 1,050,000 shares of our common stock at a weighted average exercise price of $1.22 per share;

warrants exercisable for 4,739,834 shares of our common stock at a weighted average exercise price of $1.05 per share;

7,050,000 restricted stock units.

No awards were available for issuance pursuant to any equity

compensation plan at July 31, 2020.

No awards were available for issuance pursuant to any equity compensation

plan at July 31, 2021.

Recent Sales of Unregistered Securities

Issuer Purchases of Equity Securities

Selected Financial Data

See financial statements.

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING

This Annual Report

on Form 10-K contains forward-looking statements that involve substantial risks and uncertainties.

All statements, other than statements

of historical fact, included in this report regarding our strategy, future operations, future financial position, future revenues,

projected costs, prospects and plans and objectives of management are forward-looking statements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking

statements that involve substantial risks and uncertainties.

All statements, other than statements of historical fact, included in this

report regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and

objectives of management are forward-looking statements.

The words “anticipates,”

8 unchanged sentences

“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.

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.

included important risks and uncertainties in the cautionary statements included in this report, particularly the section titled

“Risk Factors”

incorporated by reference herein.

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.

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.

The corporate mission

is to create or acquire distinct assets, intellectual property, and technologies with an emphasis on acquisition targets that generate

positive cash flow.

Our business model is to develop or acquire medical related products, engage third parties to manufacture such

products and then distribute the products through various distribution channels, including third parties.

The Company has made

significant investments in three different life saving technologies;

the CardioMap®

heart monitoring and screening device,

the Save a Life choking rescue device and a unique neurosteroid drug compound intended to treat rare brain disorders.

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 intend 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 intend to 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

We intend to apply for trademarks and patents once we have developed proprietary products.

We are not currently

selling or marketing any products, as our products are in late stage development and Food and Drug Administration ("FDA")

clearance or approval to market the product will be required in order to sell in the United States.

About CardioMap®

You should understand that the following important factors

could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in

our forward-looking statements.

We have based these forward-looking

statements on our current expectations and projections about future events.

Although we believe that the expectations underlying our forward-looking

statements are reasonable, these expectations may prove to be incorrect, and all of these statements are subject to risks and uncertainties.

Therefore, you should not place undue reliance on our forward-looking statements.

You should understand that the following important factors

could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in

our forward-looking statements:

our limited operating history and no revenues, on which to evaluate our ability to achieve our business objective and projected cash needs and our expected future revenues, operations and expenditures;

our potential ability to obtain additional financing on favorable terms;

our public securities’

potential liquidity and trading;

the extent to which we acquire or invest in businesses, products, and technologies;

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

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

the safety and efficacy of our product candidates;

the progress and timing of clinical trials;

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

the timing of submissions to, and decisions made by the U.S.

Food and Drug Administration (FDA) and other regulatory agencies, related to our product candidates to the satisfaction of the FDA and such other regulatory agencies;

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

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

the emergence of competing technologies and other adverse market developments;

the impact of COVID-19 pandemic;

changes in accounting standards;

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

Our business model is to develop or acquire unique

medical related products, engage third parties to manufacture such products and then distribute the products through various distribution

channels, including third parties.

We are developing potentially life-saving technologies:

the CardioMap®

System will be an internet service based on the new development of Dispersion Mapping Method in ECG analysis for the

early, non-invasive testing of a heart disease (“CHD”).

The heart monitoring system is intended to provide high quality

3-D visualization and diagnosis of the heart using advanced signal analysis.

The product is being designed for use in a professional

setting or in remote settings including in-home use.

Once FDA cleared, CardioMap®

could provide a better level of diagnosis with its improved sensitivity levels that can detect early warning signs that would normally

be invisible with standard ECG devices.

The system can dramatically cut the costs associated with the detection of ischemic heart

disease and will prove to be an invaluable testing device for cardiologists, physicians, clinics, hospitals, the fitness industry,

sports teams, emergency facilities and general public.

CardioMap®

was developed by VE Science Technology LLC, from whom we

have purchased the product rights.

In order to sell, market and distribute the CardioMap®

product, clearance from the FDA is

Such clearance has not been obtained at this time.

Product Development

Engineering Model

Clinical Trial

FDA Submission

This product development

plan is an estimate and is subject to change based on funding, technical risks and regulatory approvals.

About Save-a-Life®

The Save a Life®

(“SAL”) choking rescue device is in development and being designed to be a safe, and easy to use device for removing

a lodged mass or bolus from the throat of a choking victim.

The device includes a pump for creating a vacuum chamber, which is

connected seamlessly with a replaceable/disposable mouthpiece.

In an emergency the SAL may be easily inserted into the victim’s

mouth, which depresses the tongue providing a clear application.

By pressing a button on the device, the device will deliver the

appropriate amount of instantaneous vacuum to dislodge the mass or bolus in the throat without harm or damage to the victim.

application will be instantly effective as the device is operational and effective in a matter of seconds.

In order to sell, market

and distribute the Save-a-Life product, clearance from the FDA is required.

Such clearance has not been obtained at this time.

The Development Plan for commercializing the Save-a-Life is below.

Product Development

Engineering Model

Clinical Trial

FDA Submission

Complete –

in testing phase

Product development

plan are estimates only and are subject to change based on funding, technical risks and regulatory approvals.

About the neurosteroid PRV-001

The Prevacus neurosteroid,

PRV-001 will seek to improve function and lifespan in pediatric disorders where de-myelination and cell death is widespread in

the cortex and cerebellum regions of the brain.

The new chemical entity is designed to work through gene amplification to simultaneously

remove intra-neuronal debris while promoting antioxidant capacity and myelin repair/cell proliferation.

Disorders like Nieman Pick

Type C disease are multi-faceted in their pathology and require a treatment that can work at many levels to stop progression.

chemical compound for the neurosteroid being developed has completed initial safety tests in mice.

Preclinical efficacy studies

show improvements in cognitive function and neuromotor performance.

In order to sell the PRV-001 neurosteroid, further development

and clinical studies are required.

PRV-001 will also require approval by the FDA in order to be sold in the United States.

Product Development

Pre-clinical Animal Studies

FDA Submission

Safety study complete

This product development

plan is an estimate and is subject to change based on funding, technical risks and regulatory approvals.

We have an accumulated

deficit of $28,850,728 as of July 31, 2020.

For the foreseeable future, we expect to experience continuing operating losses and

negative cash flows from operations as our management executes our current business plan.

The cash available at July 31, 2020,

of $62,952, may not provide enough working capital to meet our current operating expenses through November 13, 2021, as we continue

to accrue overhead expenses.

We will need to raise additional capital through a debt financing or equity offering to meet our operating

and capital needs.

There can be no assurance, however, that we will be successful in our fundraising efforts or that additional

funds will be available on acceptable terms, if at all.

heart monitoring and screening

the Save A Life choking rescue device, a unique neurosteroid drug compound intended to treat concussions and rare brain disorders

in partnership with Prevacus, Inc.

a unique drug compound.

To date, none of our product candidates has received regulatory clearance or

approval for commercial sale.

We intend to acquire other technologies and assets

and plan to be a trans-disciplinary product development company involved in the discovery, development and commercialization of products

and technologies that may be applied over various medical markets.

We intend 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, as well as to

undertake and engage in our own direct marketing efforts.

We will determine the most effective method of distribution for each unique

product that we include in our portfolio.

We intend to engage third-party research and development firms who specialize in the creation

of our products to assist us in the development of our own products We intend to apply for trademarks and patents once we have developed

proprietary products.

Recent Funding

In August 2020, we entered into two funding

arrangements.

One with Labrys Fund, LP, which provided the Company $315,000 of cash in exchange for a $350,000 promissory note

and 420,000 shares of the Company’s common stock.

The second arrangement was with Lincoln Park Capital Fund, LLC (“Lincoln

Park”) pursuant to which Lincoln Park agreed to purchase up to $10,250,000 worth of the Company’s common stock over

a 36-month period in exchange for 793,802 shares of the Company’s common stock with a value of $250,000.

Lincoln Park made

an initial purchase of 602,422 shares of the Company’s common stock for $250,000.

For additional information, see Note 12.

Subsequent Events included in Item 8.

of this Form 10-K.

If we are unable to

raise additional capital by November 13, 2021, we will adjust our current business plan.

Due to our lack of additional committed

capital, recurring losses, negative cash flow and accumulated deficit, there is substantial doubt about the Company’s ability

to continue as a going concern.

Going Concern

Substantial doubt exists

as to our ability to continue as a going concern based on the fact that we do not have adequate working capital to finance our

day-to-day operations.

The Company did not have any revenues for the years ended July 31, 2020 and 2019.

The Company’s operating

deficit of $28,850,728 as of July 31, 2020 indicates substantial uncertainty about the Company’s ability to continue as a

Private Placements

In February 2021, we sold a total of 960,834 shares

of our common stock to 11 accredited investors for total proceeds of $689,500.

Warrants for 960,834 shares our common stock were issued

to the investors with an average exercise price of $1.23.

The warrants expire six months from the date of closing and have a fair value

In March 2021, we sold 525,000 Units at $1.00

per unit to 17 accredited investors for total proceeds of $525,000.

Each Unit consisted of one share of our common stock and a right to

purchase one share of our common stock $2.00.

These rights expire one year from the date of closing and have a fair value of $250,950.

On December 11, 2020, we entered into a Securities

Purchase Agreement (“2020 LGH Agreement”) with LGH Investments, LLC (“LGH”), pursuant to which we entered into

a $165,000 face value convertible promissory note which bore interest at a one-time rate of 8.0% applied to the face value and was due

September 11, 2021 (the “2020 Note”).

We received $150,000 from the issuance of the 2020 Note and incurred a $15,000 original

issue discount and $7,500 of closing costs, which were being amortized over the life of the note.

On March 5, 2021, LGH notified us of their intent

to convert their $165,000 convertible promissory note plus $13,200 of interest.

We negotiated with them to convert $89,100 of the total

into 594,000 shares of our common stock and paid the remaining $89,100 in cash.

On April 5, 2021, we entered into a Securities

Purchase Agreement (“2021 LGH Agreement”) with LGH pursuant to which we entered into a $1,050,000 face value convertible promissory

note which bears interest at a one-time rate of 8.0% applied to the face value and is due February 5, 2022 (the “2021 Note”).

We received $1,000,000 net cash from the issuance of the 2021 Note and incurred a $50,000 original issue discount and $30,000 closing

costs, which are being amortized over the life of the 2021 Note.

See Note 5 of Notes to Financial Statements for additional information.

The value of the 1,134,000 warrants was $877,716,

of which $423,003 was allocated as debt discount and the value of the 100,000 shares of common stock was $85,000 of which $40,965 was

allocated as the fair value of the common shares, for a total value of $463,968 which is being amortized over the life of the Note.

Labrys and Lincoln Park

In August 2020, we entered into two funding arrangements

One with Labrys Fund, LP, which provided us with

$315,000 of cash in exchange for a $350,000 promissory note and 420,000 shares of our common stock.

In August 2021, the loan was repaid

and per the agreement, 350,000 common stock restricted shares were returned to treasury.

See Note 5 of Notes to Financial Statements for

additional information.

The second arrangement was with

Lincoln Park Capital Fund, LLC (“Lincoln Park”

or ”LPC”) pursuant to which Lincoln Park agreed to purchase up

to $10,250,000 worth of our common stock over a 36-month period in exchange for 793,802 shares of our common stock with a value of $369,118.

Lincoln Park made an initial purchase of 602,422 shares of our common stock for $250,000, and additional purchases through October 29,

2021 for a total of 3,127,808 shares for $1,838,511.

Through October 29, 2021 we sold an additional 974,482 shares of our common stock

to LPC pursuant to this agreement for total proceeds $367,036.

As of October 29, 2021, remaining purchase availability pursuant to this

agreement was $8,411,489 and remaining shares available were 16,143,566.

The following table sets forth the remaining

amount of gross proceeds we would receive from additional sales of our stock under the LPC Purchase Agreement at varying purchase prices

as of July 31, 2021:

Assumed Average

Purchase Price

to be Sold if

Full Purchase (1)

Percentage of

Outstanding Shares Owned

After Giving Effect

to the Shares Sold (2)

Proceeds from

the Sale of Shares

Although the Purchase Agreement provides that we may sell up to an additional $8,778,525 of our common stock to LPC, depending on the assumed average price per share, we may or may not be able to ultimately sell to Lincoln Park a number of shares of our common stock with a total value of $10,000,000 as the maximum number of shares to be sold totals 20,065,166.

Following purchases and issuances made as of July 31, 2021, 17,118,038 shares remained available.

The numerator is based on the maximum number of shares purchased at the corresponding assumed purchase price plus the 2,153,326 shares owned by LPC at July 31, 2021.

The denominator is based on 81,891,168 shares outstanding as of July 31, 2021 plus the number of shares assumed purchased.

The table does not give effect to the prohibition contained in the LPC Purchase Agreement that prevents us from selling to LPC the number of shares such that, after giving effect to such sale, LPC and its affiliates would beneficially own more than 4.99% of the then outstanding shares of our common stock.

The closing price of our common stock on July 31, 2021.

On October 22, 2021, we entered into a Securities

Purchase Agreement (the “SPA”) with LPC pursuant to which we received $250,000 in cash from LPC and LPC received (i) 833,333

restricted shares of our common stock, (ii) an additional 666,667 restricted shares of our common stock as inducement shares, and (iii)

833,333 warrants exercisable at $0.50 per common share expiring in five years.

Tysadco Partners

In June 2021, we sold 500,000 shares of our common

stock at $0.59 per share along with a five-year share purchase warrant exercisable for 500,000 shares of our common stock at a price of

$1.00 per share for total an aggregate purchase price of $295,000 to Tysadco Partners (“Tysadco”), an accredited investor,

which also provided certain consulting services to us.

The purchase price was paid with $250,000 cash and the satisfaction of $45,000

of amounts due to Tysadco for its consulting services.

On August 29, 2021, we entered into a Securities

Purchase Agreement (the “SPA”) with Tysadco pursuant to which we entered into a $250,000 face value convertible promissory

note which bears interest at a one-time rate of 8.0% applied to the face value and is due March 1, 2022.

We received $250,000 net cash

from the issuance of the promissory note and issued 200,000 inducement shares of common stock with a fair value of $76,000.

On October 18, 2021, we entered into a Securities

Purchase Agreement (the “SPA”) with Tysadco pursuant to which we received $250,000 in cash from Tysadco and Tysadco received

(i) 833,333 restricted shares of our common stock, (ii) an additional 666,667 restricted shares of our common stock as inducement shares,

and (iii) 833,333 warrants exercisable at $0.50 per common share expiring in five years.

See Notes 8 and 12 of Notes to Financial Statements

for additional information.

On December 4, 2020, our registration statement

on Form S-1 for the registration of shares to be sold to Lincoln Park was declared effective by the Securities and Exchange Commission.

We intend to use the proceeds from all of the

agreements for general corporate purposes, including for working capital, capital expenditures and for funding additional preclinical

development and potentially future clinical development of our pipeline candidates.

Asset Purchase Agreement

On January 7, 2021, we entered into an Asset Purchase

Agreement (the “APA”) with Prevacus, Inc.

(“Prevacus”), pursuant to which we will purchase the assets and all

of the rights, interests and intellectual property in a certain drug program (PRV-002) for treating mild brain trauma (concussion) and

the delivery device (the “Asset”) in exchange for (i) 7,000,000 shares of our common stock plus (ii) the Milestone Consideration,

On March 1, 2021, our

APA with Prevacus closed and we issued 6,000,000 shares of our common stock valued at the fair market value of $1.18 per share for the

stock granted on the date of acquisition for $7,080,000.

In addition, 1,000,000 shares of our common stock valued at $1.18 per share for

$1,180,000 was recorded as a component of Additional Paid in Capital for the probability of earning the Milestone Consideration of first

dosing in a Phase I Clinical Trial.

In addition, we withheld 1,000,000 shares of our common stock valued at $1.18 per share, for $1,180,000,

in exchange for our payment of certain liabilities of Prevacus.

We determined that in accordance with Financial Accounting Standards Board

(“FASB”) Accounting Standards Codification (“ASC”) Topic 730 Research and Development (ASC 730-10-25-2(c)) and

pursuant to ASC 730-10-25-2(c), intangibles purchased from others for use in particular research and development projects and that have

no alternative future use in research and development or otherwise, represent costs of research and development as acquired, and therefore

are expensed when incurred.

On March 1, 2021, the date of acquisition, we expensed $9,440,000 as In-process research and development.

At July 31, 2021, our Asset purchase liability account balance was $1,125,026.

The net change in the Asset purchase liability account

will be released as shares at $1.18 per share once all liabilities have been paid.

Going Concern

Management’s plans include engaging in further research and development and raising additional capital in

the short term to fund such activities through sales of its common stock.

Management’s ability to implement its plans and

continue as a going concern may be dependent upon raising additional capital.

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 the operation of our

The issuance of additional equity securities by us could result in a significant dilution in the equity interests of

our current stockholders.

Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and

future cash commitments.

Substantial doubt exists as

to our ability to continue as a going concern based on the facts that we may not have adequate working capital to finance our day-to-day

operations and we do not have any sources of revenue.

We had an accumulated deficit of $45,733,823 as of July 31, 2021 and cash of $556,584.

Management’s plans include engaging in further research and development and raising additional capital in the short term to fund

such activities through sales of its common stock.

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 additional financing on a timely basis, we may be required to further scale down or cease

the operation of our business.

The issuance of additional equity securities by us could result in a significant dilution in the equity

interests of our current stockholders.

Obtaining commercial loans, assuming those loans would be available, will increase our liabilities

and future cash commitments.

Our financial statements do not include adjustments that might result from the outcome of this uncertainty.

For the foreseeable future, we expect to experience

continuing operating losses and negative cash flows from operations as our management executes our current business plan.

$556,584 available at July 31, 2021, may not provide enough working capital to meet our current operating expenses through October 29,

If we are unable to raise additional capital by

October 29, 2022, we will adjust our current business plan.

Due to the unknown and volatile nature of the stock price and trading volume

of our common stock, is it is difficult to predict the timing and amount of availability pursuant to our equity line of credit with LPC

(see Note 8 of Notes to Financial Statements).

Given our recurring losses, negative cash flow, accumulated deficit, and the impact of

COVID-19, there is substantial doubt about our ability to continue as a going concern.

Impact of COVID-19

The COVID-19 global pandemic

has had an unfavorable impact on our business operations.

The pandemic has impacted our ability to get financing, engage third-party

vendors and timing of clinical trials.

In addition, the COVID-19 outbreak has adversely affected the U.S.

and global economies and financial

markets, which may result in a long-term economic downturn that could negatively affect future performance and our ability to secure

additional debt or equity funding.

Critical Accounting Policies and Estimates

There are no critical

accounting policies or estimates reflected in the accompanying financial statements.

Reference is made to the Company’s significant

(but not critical) accounting policies set forth in Note 2 to the accompanying financial statements.

There are no critical accounting policies or estimates

reflected in the accompanying financial statements.

Reference is made to our significant (but not critical) accounting policies set forth

in Note 2 to the accompanying financial statements.

Results of Operations

The Company does not

currently sell or market any products and did not have any sales in the fiscal years ended July 31, 2020 or 2019.

The Company 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.

Costs of Goods Sold

Cost of goods sold

will consist primarily of amounts paid to third-party manufacturers for the products we purchase for resale.

The Company did not

have sales for the fiscal years ended July 31, 2020 or 2019 and, accordingly, there were no cost of goods sold.

Gross Profit and Gross Margin

For the fiscal years

ended July 31, 2020 and 2019, the Company had no gross profit or gross margin.

Operating Expenses

Our operating expenses

consist primarily of general and administrative expenses, which include salaries, stock-based compensation expense and legal and

professional fees associated with the costs for services or employees in finance, accounting, sales, administrative activities

and the formation and compliance of a public company.

Overall operating expenses in fiscal 2020

decreased $19,512,050, or 83.5%, from fiscal 2019 primarily due to the expensing of $22,991,163 of in-process research and development

in fiscal 2019 that resulted from the acquisitions of the CardioMap®, Save a Life and Prevacus patents, offset by a $1,208,292

increase in board expense and a $1,997,916 increase in legal and professional fees in fiscal 2020 compared to fiscal 2019.

We do not currently sell or market any products

and we did not have any revenue for the year-ended July 31, 2021 or 2020.

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.

Fiscal Year Ended July 31,

General and administrative expense

In-process research and development

Loss from operations

(15,860,712 )

(12,014,049 )

Interest expense

Interest expense was

$502,192 and $70,691 for the years ended July 31, 2020 and 2019, respectively.

The increase in interest expense in fiscal 2020

compared to fiscal 2019 was attributable to an increase in the average outstanding balance of notes payable and the amortization

of debt discounts.

Net loss decreased $19,080,549, or 81.4,

in fiscal 2020 compared to fiscal 2019, primarily as a result of the decrease in operating expenses, partially offset by the increase

in interest expense as discussed above.

The following table

sets forth the primary sources and uses of cash and cash equivalents:

Gain on debt extinguishment

(16,883,095 )

(12,534,240 )

Basic and diluted net loss per share

General and Administrative Expense

Our General and administrative expense includes

salaries and related benefits for employees in finance, accounting, sales, administrative and research and development activities, as

well as stock-based compensation, costs related to maintaining compliance as a public company and legal and professional fees.

The changes in General and administrative expense

were due to the following:

Fiscal Year Ended July 31, 2021 compared to Fiscal Year Ended July 31, 2020

Increase (decrease) in:

Board and stock expense

Business development and investor relations

Consulting fees

Financing fees

Insurance expense

Legal and professional fees

Research and development

Stock expense decreased due to the fair market

value of the granting of RSUs directors, officers, our Science and Sports Advisory Boards, as well as options granted in connection with

the Prevacus APA that closed on March 1, 2021 as compared to RSUs and options granted in fiscal 2020.

Business development and investor relations increased

as a result of the increased investor relations activity and issuance of common stock and fees for services rendered.

Consulting fees

decreased primarily due to grants of RSU’s and stock issued to consultants in Fiscal 2020 not incurred in Fiscal 2021.

fees increased due to a higher level of debt and equity financings during Fiscal 2021 as compared to Fiscal 2020.

Research and development

increased primarily due to research and development of the PRV-002 and Save a Life projects.

Wages increased due to the increased headcount

in Fiscal 2021 compared to Fiscal 2020.

In-Process Research and Development

In-process research and development in Fiscal

2021 related to the Prevacus APA that closed on March 1, 2021.

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

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:

Fiscal Year Ended July 31,

Weighted average debt outstanding

Weighted average interest rate

The increase in interest expense was due to the

increased average debt outstanding and higher average interest rates due to the issuance of debt to Labrys in August 2020 and to LGH in

December 2020 and April 2021, as discussed above, as well as a $984,144 increase in amortization of debt discount, beneficial conversion

feature and closing costs.

Gain on Debt Extinguishment

Gain on debt extinguishment in Fiscal 2021 related

to the forgiveness of our Federal Payroll Protection Program loan.

Net loss increased in Fiscal 2021 compared to

Fiscal 2020 due to increased General and administrative expense, interest expense and the $9,440,000 in-process research and development

expense incurred with the Prevacus agreement.

The following table sets forth the primary sources

and uses of cash:

Fiscal Year Ended July 31,

Net cash used in operating activities

$ (3,423,111 )

Net cash provided by financing activities

Liquidity and Capital Resources

To date we have financed

our operations primarily through debt financing and limited sales of our common stock.

In 2019 and 2020, we increased our borrowings

on notes payable to fund operations.

As of July 31, 2020, and 2019, the notes have a balance of $225,973 and $784,913.

31, 2020, we had cash of $62,952.

At July 31, 2019, the

Company had a note payable that was subject to conversion upon an equity financing in the Company.

On June 3, 2020, pursuant to

the convertible debt agreements dated January 4, 2017, , the debt holder, Vivakor Inc.

and the Company agreed to convert all existing

debt and accrued interest into restricted common stock of the Company at $1.00 per share.

The debt, including accrued interest,

of $809,578 was converted into 809,578 shares of our common stock.

As of July 31, 2020,

the Company had 11 additional convertible debt notes outstanding with a balance of $225,973, which includes accrued interest totaling

The notes bear interest at 7.0% annually and the entire outstanding principal amount, together with accrued interest shall

become due and payable on the date that is one year from the date of issuance, unless before such date, is converted into shares

of capital stock of the Company.

At the option of the holder, the principal amount of the notes and any accrued interest may be

converted into shares of common stock at a conversion price of $1.00 per share, or at a 10% discount to the closing price on the

day of conversion, but not lower than $0.80 per share.

At maturity, and subject to a trickle out agreement, the Company shall have

the right to either pay off the notes and any interest accrued or convert the notes and any accrued interest into shares of common

The debt holders were issued common stock warrants equal to 10% of the notes with a price of $1.50 per share with a one-year

term from the investment date.

The investors are sophisticated and represented in writing that they were each an accredited investor

and acquired the securities for their own account for investment purposes.

The Company does not have any other relationship with

the investors in the notes.

Because the conversion features met the criteria for characterization as beneficial conversion features,

a portion of the proceeds, including warrants, totaling $430,430 from the issuance of the notes, was accounted for as attributable

to the conversion feature.

The intrinsic value of certain convertible debt notes issued exceeded the proceeds in the amount of

however, the amount of the debt discount is limited to the investment.

Each of the warrants and beneficial conversion

features are being amortized over the one-year term from issuance.

May 8, 2020, the Company received loan proceeds in the amount of $50,000 under the Paycheck Protection Program (“PPP”).

The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act, provides for loans to qualifying businesses

for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business.

The loans and accrued interest

are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits,

rent and utilities, and maintains its payroll levels.

The unforgiven portion of the PPP loan is payable over two years at an interest

rate of 1%, with a deferral of payments for the first six months.

The Company used the proceeds for purposes consistent with

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

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, our Company may need to suspend the creation of new products

until market conditions improve.

Inflation generally

will cause suppliers to increase their rates.

In connection with such rate increases, we may or may not be able to increase our

pricing to consumers.

Inflation could cause both our investment and cost of goods sold to increase, thereby lowering our return

on investment and depressing our gross margins.

Inflation did not have a material impact on our business and results of operations

during the years being reported on.

To date, we have financed our operations primarily

through debt financing and limited sales of our common stock.

Our ability to continue to access capital could be affected adversely by

various factors, including general market and other economic conditions, interest rates, the perception of our potential future earnings

and cash distributions, any unwillingness on the part of lenders to make loans to us and any deterioration in the financial position of

lenders that might make them unable to meet their obligations to us.

If these conditions continue and we cannot raise funds through a

public or private debt financing, or an equity offering, our ability to grow our business may be negatively affected.

In such case, we

may need to suspend the creation of new products until market conditions improve.

Convertible Notes Payable

On August 14, 2020, we converted a convertible

promissory note with a face value of $100,000 and accrued interest of $7,000 into 214,000 shares of our common stock as calculated by

the conversion price of the convertible promissory note of $0.50 per share.

In February 2021, we settled a convertible promissory

note with a face value of $20,000 and accrued interest of $1,400 with a cash payment totaling $21,400.

In February, March and April 2021, upon maturity,

we converted five convertible promissory notes with an aggregate face value of $230,000 and aggregate accrued interest of $16,100 into

298,165 shares of our common stock as calculated by the conversion price of the convertible promissory notes with a weighted average conversion

rate of $0.83 per share.

In May 2021, upon maturity, we converted four

convertible promissory notes with an aggregate face value of $95,000 and accrued interest of $6,650 into 127,063 shares of our common

stock as calculated by the conversion price of the convertible promissory notes of $0.80 per share.

As of July 31, 2021, no convertible promissory notes were outstanding, except the note due to LGH.

LGH Promissory Notes

December 2020 Promissory Note

On December 11, 2020, we entered into a Securities

Purchase Agreement with LGH Investments, LLC, pursuant to which we entered into a $165,000 face value convertible promissory note which

bore interest at a one-time rate of 8.0% applied to the face value and was due September 11, 2021.

We received $142,500 net cash from

the issuance of the 2020 Note and incurred a $15,000 original issue discount and $7,500 closing costs, which were being amortized over

the life of the 2020 Note.

The 2020 Note was convertible at a price of $0.15 per share.

On March 5, 2021, LGH notified us of their intent

to convert their $165,000 convertible promissory note plus $13,200 of interest.

We negotiated with them to convert $89,100 of the total

into 594,000 shares of our common stock and paid the remaining $89,100 in cash.

The 2020 LGH Agreement included the issuance of

a five-year share purchase warrant exercisable for 470,000 shares of our common stock at a price of $0.35 per share and 200,000 shares

of our common stock.

The value of the 470,000 warrants was $82,720

and the value of the 200,000 shares of common stock was $40,000 for a total value of $112,720, which were being amortized over the life

of the 2020 Note as closing costs.

Additionally, 100,000 shares valued at $44,000 were expensed as financing costs when incurred.

The conversion feature met the criteria for characterization

as a beneficial conversion feature and, accordingly, we allocated $19,780 of the proceeds to the beneficial conversion feature, which

was also being amortized over the life of the 2020 Note.

April 2021 Promissory Note

On April 5, 2021, we entered into a 2021 Note

with LGH which included a $1,050,000 face value convertible promissory note which bears interest at a one-time rate of 8.0% applied to

the face value and is due February 5, 2022.

We received $1,000,000 net cash from the issuance of the 2021 Note and incurred a $50,000

original issue discount and $30,000 closing costs, which are being amortized over the life of the 2021 Note.

The 2021 Note is convertible at a price of $1.00

If an Event of Default occurs as defined in the 2021 Note, the Outstanding Balance shall immediately increase to one hundred

twenty percent (120%) of the Outstanding Balance immediately prior to the occurrence of the Event of Default and the conversion price

will be $1.00 per share.

The 2021 LGH Agreement included the issuance of

a five-year share purchase warrant exercisable for 1,134,000 shares of our common stock at a price of $0.95 per share and 100,000 shares

of our common stock.

The value of the 1,134,000 warrants was $877,716,

of which $423,003 was allocated as debt discount and the value of the 100,000 shares of common stock was $85,000 of which $40,965 was

allocated as the fair value of the common shares, for a total value of $463,968 which is being amortized over the life of the 2021 Note.

Labrys Note Payable

On August 14, 2020, we entered into a Securities Purchase Agreement (the “Labrys SPA”)

with Labrys Fund, LP (“Labrys”), pursuant to which Labrys purchased a $350,000 (the “Principal Amount”) Self-Amortization

Promissory Note (the “Note”) for $315,000 in cash with an original issuance discount of approximately 10%.

In consideration

for entering into the Labrys SPA, we issued 420,000 shares (the “Commitment Shares”) of our common stock.

350,000 of the

Commitment Shares (the “Second Commitment Shares”) will be returned to us if the Note is fully repaid and satisfied on or

prior to August 14, 2021.

The Note was fully repaid on August 4, 2021 and the shares were returned to treasury on August 6, 2021.

Note bears interest at 12% per year.

See Note 6 of Notes to Financial Statements

for additional information.

On February 11, 2021, we received notice that the SBA Paycheck Protection Program loan for $50,000 was forgiven.

The $50,000 gain is reflected as Gain on debt extinguishment on our Statements of Operations for Fiscal 2021.

Stock Sales to Lincoln Park

On August 14, 2020, we entered into a Purchase

Agreement and a Registration Rights Agreement with Lincoln Park Capital Fund, LLC (“LPC”).

Pursuant to the LPC Purchase Agreement,

we have the right, in our sole discretion, to sell to LPC up to $10,250,000 in shares of our common stock, from time to time over a 36-month

In consideration for entering into the LPC Purchase Agreement, we issued 793,802 shares of our common stock with a value of $391,118

Upon entering into the LPC Purchase Agreement,

we sold 602,422 shares of our common stock to LPC in an initial purchase for a total purchase price of $250,000.

From January through

July, 2021, we sold an additional 1,550,904 shares of our common stock to LPC for total proceeds $1,221,475.

We paid A.G.P.

$97,718 related

to these purchases.

Through October 29, 2021 we

sold an additional 974,482 shares of our common stock to LPC pursuant to the LPC Purchase Agreement for total proceeds of $367,036.

of October 29, 2021, remaining purchase availability pursuant to the LPC Purchase Agreement was $8,411,489 and remaining shares available

were 16,143,566.

On October 22, 2021, we entered into a Securities

Purchase Agreement (the “SPA”) with LPC pursuant to which we received $250,000 in cash from LPC and LPC received (i) 833,333

restricted shares of our common stock, (ii) an additional 666,667 restricted shares of our common stock as inducement shares, and (iii)

833,333 warrants exercisable at $0.50 per common share expiring in five years.

Tysadco Partners

In June 2021, we sold 500,000 shares of our common

stock at $0.59 per share along with a five-year share purchase warrant exercisable for 500,000 shares of our common stock at a price of

$1.00 per share for total an aggregate purchase price of $295,000 to Tysadco Partners (“Tysadco”), an accredited investor,

which also provided certain consulting services to us.

The purchase price was paid with $250,000 cash and the satisfaction of $45,000

of amounts due to Tysadco for its consulting services.

On August 29, 2021, we entered into a Securities

Purchase Agreement (the “SPA”) with Tysadco pursuant to which we entered into a $250,000 face value convertible promissory

note which bears interest at a one-time rate of 8.0% applied to the face value and is due March 1, 2022.

We received $250,000 net cash

from the issuance of the promissory note and issued 200,000 inducement shares of common stock with a fair value of $76,000.

On October 18, 2021, we entered into a Securities

Purchase Agreement (the “SPA”) with Tysadco pursuant to which we received $250,000 in cash from Tysadco and Tysadco received

(i) 833,333 restricted shares of our common stock, (ii) an additional 666,667 restricted shares of our common stock as inducement shares,

and (iii) 833,333 warrants exercisable at $0.50 per common share expiring in five years.

See Notes 8 and 12 of Notes to Financial Statements

for additional information.

Off Balance Sheet Arrangements

Our company has no

material off balance sheet arrangements.

We do not have any off balance sheet arrangements.

Quantitative and Qualitative Disclosures About Market Risk.

We are an emerging

growth company and are not required to provide information under this item.

As a Smaller Reporting Company, we are not required

to provide information under this item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity