Odyssey Health, Inc. 10-K

Item 5. Market for the Registrant’s Common Stock, Related Shareholder Matters, and Issuer Purchases of Equity Securities Market Information Our stock trades on the OTC Markets under the symbol “ODYY.” The following table sets forth the bid prices quoted for our common stock during each quarter, as reported by the 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. High Low Fiscal Year Ended July 31, 2021 Fourth Quarter $ 0.89 $ 0.50 Third Quarter 2.00 0.30 Second Quarter 0.49 0.11 First Quarter 0.56 0.25 Fiscal Year Ended July 31, 2020 Fourth Quarter $ 3.50 $ 0.37 Third Quarter 8.00 0.75 Second Quarter 2.06 1.35 First Quarter 1.35 1.35 Transfer Agent Our transfer agent is Empire Stock Transfer, 1859 Whitney Mesa Drive, Henderson, Nevada 89014 (702) 818-5898. Holders of our Common Stock As of October 29, 2021, 91,015,650 shares of our common stock were outstanding and held approximately 154 stockholders of record. Dividends We have never paid dividends with respect to our common stock and cannot provide any assurance that we will declare or pay cash dividends on our common stock. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Our board of directors expects to retain future earnings (if any) to finance our growth. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 33 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: · 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; and · 7,050,000 restricted stock units. No awards were available for issuance pursuant to any equity compensation plan at July 31, 2021. Recent Sales of Unregistered Securities None. Issuer Purchases of Equity Securities None. Item 6. Reserved Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical fact, included in this report regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management are forward-looking statements. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that the expectations underlying our forward-looking statements are reasonable, these expectations may prove to be incorrect, and all of these statements are subject to risks and uncertainties. Therefore, you should not place undue reliance on our forward-looking statements. You should understand that the following important factors could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements. 34 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; and · the other risks and uncertainties discussed herein and in our other filings with the SEC. Overview Our business model is to develop or acquire unique medical related products, engage third parties to manufacture such products and then distribute the products through various distribution channels, including third parties. We are developing potentially life-saving technologies: the CardioMap® heart monitoring and screening device; 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. 35 Recent Funding 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 of $426,273. 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. LGH 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 as follows: 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. 36 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 Per Share Number of Shares 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 to LPC (1) $0.10 17,118,038 19% $ 3,183,279 0.25 17,118,038 19% 5,750,984 0.51 (3) 17,118,038 19% 10,201,674 1.00 8,778,525 12% 10,250,000 1.25 7,022,820 10% 10,250,000 1.50 5,852,350 9% 10,250,000 (1) 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. (2) 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. (3) 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. 37 General 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, if any. 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 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. The cash of $556,584 available at July 31, 2021, may not provide enough working capital to meet our current operating expenses through October 29, 2022. 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. 38 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 our significant (but not critical) accounting policies set forth in Note 2 to the accompanying financial statements. Results of Operations 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, $ % 2021 2020 Change Change General and administrative expense $ 6,420,712 $ 3,846,663 $ 2,574,049 67% In-process research and development 9,440,000 – 9,440,000 100% Loss from operations (15,860,712 ) (3,846,663 ) (12,014,049 ) 312% Interest expense (1,072,383 ) (502,192 ) (570,191 ) 114% Gain on debt extinguishment 50,000 – 50,000 100% Net loss (16,883,095 ) (4,348,855 ) (12,534,240 ) 288% Basic and diluted net loss per share (0.18 ) (0.05 ) (0.13 ) 259% 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. 39 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 $ (370,818 ) Business development and investor relations 336,996 Consulting fees (352,016 ) Financing fees 161,718 Insurance expense 83,211 Legal and professional fees 475,251 Research and development 1,612,356 Wages 584,725 Other 42,626 $ 2,574,049 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. Financing 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, 2021 2020 Weighted average debt outstanding $ 562,572 $ 207,148 Weighted average interest rate 8.16% 7.00% 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. 40 Gain on Debt Extinguishment Gain on debt extinguishment in Fiscal 2021 related to the forgiveness of our Federal Payroll Protection Program loan. Net Loss 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. Cash Flows The following table sets forth the primary sources and uses of cash: Fiscal Year Ended July 31, 2021 2020 Net cash used in operating activities $ (3,423,111 ) $ (649,143 ) Net cash provided by financing activities 3,916,743 545,000 Liquidity and Capital Resources 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. 41 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 per share. 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. The Note bears interest at 12% per year. See Note 6 of Notes to Financial Statements for additional information. 42 PPP Note 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 period. In consideration for entering into the LPC Purchase Agreement, we issued 793,802 shares of our common stock with a value of $391,118 to LPC. Upon entering into the LPC Purchase Agreement, we sold 602,422 shares of our common stock to LPC in an initial purchase for a total purchase price of $250,000. 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. As 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 We do not have any off balance sheet arrangements. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. As a Smaller Reporting Company, we are not required to provide information under this item. 43