What changed in this filing

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Item 1. Financial Statements

2022-03-15 compared with 2021-12-10 · 266 added, 185 removed, 217 unchanged (68% of the section changed)

Item 1 - Financial Statements

Odyssey Group International, Inc.

Balance Sheets

Odyssey Health, Inc.

f/k/a Odyssey Group International, Inc.

Condensed Balance

Current assets:

expenses and other current assets

Total current

and equipment, net of accumulated depreciation of $ 3,034 and $ 2,896

Liabilities and Stockholders'

Prepaid expenses and other current assets

Total current assets

Property and equipment, net of accumulated depreciation of $ 3,172 and $ 2,896

Intangible assets, net of accumulated amortization of $ 452 and $ 0

Liabilities and Stockholders' Deficit

Current liabilities:

Asset purchase

payable, net of unamortized debt discount and closing costs of $ 184,089 and $ 351,030

Total current

Accounts payable

Accrued wages

Accrued interest

Asset purchase liability

Notes payable, net of unamortized debt discount and closing costs of $ 11,686 and $ 351,030

Total current liabilities

Total liabilities

Commitments and contingencies

Commitments and contingencies (Note 4)

Stockholders' deficit:

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, 91,015,650 and 88,559,978 shares issued and outstanding

paid-in-capital

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, 82,706,072 and 88,559,978 shares issued and outstanding

Additional paid-in-capital

Accumulated deficit

( 49,072,810 )

( 45,733,823 )

stockholders' deficit

Total stockholders' deficit

( 4,177,172 )

( 2,767,354 )

liabilities and stockholders' deficit

Total liabilities and stockholders' deficit

The accompanying notes are an integral part

of these financial statements.

Odyssey Group International, Inc.

Statements of Operations and Comprehensive Loss

For the Three Months Ended October 31,

Odyssey Health, Inc.

f/k/a Odyssey Group International, Inc.

Condensed Statements

of Operations and Comprehensive Loss

the Three Months Ended January 31,

the Six Months Ended January 31,

Research and development expense

2 unchanged sentences

( 1,975,964 )

( 3,405,353 )

( 1,159,061 )

Interest expense

Other income, net

Net loss and comprehensive loss

1 unchanged sentence

$ ( 869,299 )

$ ( 3,338,987 )

$ ( 1,580,814 )

Basic and diluted net loss per share

2 unchanged sentences

of these financial statements.

Odyssey Group International, Inc.

Statements of Stockholders' Equity (Deficit)

Odyssey Health, Inc.

f/k/a Odyssey Group International, Inc.

Condensed Statements

of Stockholders' Equity (Deficit)

Accumulated Deficit

Total Equity (Deficit)

11 unchanged sentences

( 2,995,769 )

Total Equity (Deficit)

Balance, July 31, 2020

Stock-based compensation

Return of reserved shares

( 8,309,578 )

( 1,692,713 )

Note payable converted to common stock

Stock-based compensation

Common stock issued in debt financing

Common stock issued in equity financing

Stock forfeited

Warrants issued in connection with financings

Balance, October 31, 2020

( 1,692,713 )

Balances, January 31, 2022

$ ( 49,072,810 )

$ ( 4,177,172 )

The accompanying notes are an integral part

of these financial statements.

Odyssey Group International, Inc.

Statements of Cash Flows

For the Three Months Ended October 31,

Odyssey Health, Inc.

f/k/a Odyssey Group International, Inc.

Condensed Statements

of Cash Flows

For the Six Months Ended January 31,

Cash flows from operating activities:

1 unchanged sentence

$ ( 1,580,814 )

Adjustments to reconcile net loss to net cash flows used in

operating activities:

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

Depreciation and amortization

Stock-based compensation

Stock issued for services

Warrants issued in connection with financings

Common stock issued for debt financing commitment shares

Amortization of beneficial conversion feature, debt discount and closing costs

Other non-cash interest expense

Financing costs paid with stock

Asset purchase liability

Changes in operating assets and liabilities:

Increase in prepaid expenses and other

current assets

Increase in prepaid expenses and other current assets

Increase in other current assets

Increase in accounts payable

Decrease in accrued wages

Increase (decrease) in accounts payable

Increase in accrued wages

Increase in accrued interest

2 unchanged sentences

Cash flows from investing activities:

Purchase of patents

Net cash used in investing activities

Cash flows from financing activities:

1 unchanged sentence

Principal payments made on notes payable

Financing closing costs paid

Financing closing costs paid with cash

Proceeds from equity financing

Net cash provided by financing activities

Increase (decrease) in cash and cash equivalents

Increase (decrease) in cash

Cash and cash equivalents:

2 unchanged sentences

Supplemental disclosure of non-cash information:

Common stock issued for conversion of notes payable

Cash paid for interest

Common stock issued for conversion of Notes payable and related accrued interest

Common stock issued for debt financing commitment shares

1 unchanged sentence

Original issue discount on debt

Stock issued in exchange for closing costs

Beneficial conversion feature recognized

The accompanying notes are an integral part

of these financial statements.

Odyssey Group International, Inc.

Notes to Financial Statements

Basis of Presentation

and Nature of Operations

Odyssey Health, Inc.

f/k/a Odyssey Group International, Inc.

Notes to Condensed

Financial Statements

Basis of Presentation, Nature of

Operations and Going Concern

On December 1, 2021, we received notice that our name change to Odyssey

was approved by the state of Nevada, where we are incorporated.

Basis of Presentation

The accompanying financial information of Odyssey

Group International, Inc.

The accompanying financial information of Odyssey Health, Inc.

f/k/a Odyssey Group International, Inc.

is unaudited and has been prepared in accordance with accounting principles generally accepted in the United

11 unchanged sentences

Our significant accounting policies have not changed

during the three months ended October 31, 2021 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2021.

during the six months ended January 31, 2022 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2021.

Nature of Operations

20 unchanged sentences

will be required in order to sell in the United States.

Research and Development

Research and development expense is expensed

as incurred and totaled $ 322,504

and 0 zero for the three months ended October 31, 2021 and 2020, respectively.

Going Concern

We did not recognize any revenues for the year

ended July 31, 2021 or the six months ended January 31, 2022 and we had an accumulated deficit of $49,072,810 as of January 31, 2022.

For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations.

Cash available

at January 31, 2022 of $131,337 may not provide enough working capital to meet our current operating expenses through March 15, 2023.

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.

Additionally, 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 the timing of our clinical trial in Australia.

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.

If we are unable to raise additional capital by

March 15, 2023, 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 7 above).

Given our recurring losses, negative cash flow, and accumulated deficit, there is substantial doubt about our ability

to continue as a going concern.

New Accounting

11 unchanged sentences

or cash flows.

In August 2020, the FASB issued 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.

adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020.

We have not yet determined the impact of adopting

this standard on our financial position, results of operations or cash flows.

In August 2020, the FASB issued 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

ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020.

We have not yet determined the

impact of adopting this standard on our financial position, results of operations or cash flows.

Intangible assets at January 31, 2022 consisted

of costs related to a patent for our PRV-002 drug device combination.

Amortization expense was as follows:

Schedule of Amortization expense

Three Months Ended January 31,

Six Months Ended January 31,

Amortization expense

Future amortization of intangible assets is as

Schedule of Future amortization of intangible assets

Remainder of fiscal 2022

The fair value of financial assets and liabilities

15 unchanged sentences

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 three months ended

October 31, 2021, or the year ended July 31, 2021.

of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2 or Level 3 during the six months ended

January 31, 2022 or the year ended July 31, 2021.

The carrying values of

1 unchanged sentence

No changes were made

to our valuation techniques during the quarter ended October 31, 2021.

to our valuation techniques during the quarter ended January 31, 2022.

Contingent Liabilities

31, 2021 and July 31, 2021, we had contingent consideration related to the acquisition of intellectual property, know-how and patents

for an anti-choking, life-saving medical device in fiscal 2019.

According to the agreement, we will make a one-time cash payment totaling

$250,000 upon FDA clearance of the device.

The fair value of the contingent consideration is reviewed quarterly and determined based on

the current status of the project (Level 3).

We determined the value was zero at both periods since it is not yet probable that we will

file for FDA clearance.

At January 31, 2022 and

July 31, 2021, we had contingent consideration related to the acquisition of intellectual property, know-how and patents for an anti-choking,

life-saving medical device in fiscal 2019.

According to the agreement, we will make a one-time cash payment totaling $250,000 upon FDA

clearance of the device.

The fair value of the contingent consideration is reviewed quarterly and determined based on the current status

of the project (Level 3).

We determined the value was zero at both periods since it is not yet probable that we will file for FDA clearance.

We also had contingent

consideration at October 31, 2021 and July 31, 2021 related to milestones in our Asset Purchase Agreement with Prevacus, Inc.

consideration at January 31, 2022 and July 31, 2021 related to milestones in our Asset Purchase Agreement with Prevacus, Inc.

fair value of the contingent consideration is reviewed quarterly and determined based on the current

11 unchanged sentences

Schedule of Fixed-Rate Debt

October 31, 2021

January 31, 2022

July 31, 2021

2 unchanged sentences

Non-financial assets, such as Property and equipment

are measured at fair value on a non-recurring basis when events or circumstances indicate that an impairment may have occurred.

determine these assets to be impaired, they are reported at fair value as calculated during the period.

No non-financial assets were recorded

at fair value during the three months ended October 31, 2021 or the fiscal year ended July 31, 2021.

and Intangible assets are measured at fair value on a non-recurring basis when events or circumstances indicate that an impairment may

have occurred.

If we determine these assets to be impaired, they are reported at fair value as calculated during the period.

No non-financial

assets were recorded at fair value during the six months ended January 31, 2022 or the fiscal year ended July 31, 2021.

Promissory Notes

On December 21, 2021

and December 22, 2021, we entered into a total of five Promissory Notes (the “Notes”) with three of our directors and two

Joseph Michael Redmond,

President and Chief Executive Officer, Ms.

Farrell, Chief Financial Officer, Mr.

Casey, Director, Mr.

Director, and Mr.

Richardson, Director, each loaned us $ 25,000 for total proceeds of $ 125,000 .

The Notes bear interest at 8 %

per annum and are due March 31, 2022.

Tysadco Partners

6 unchanged sentences

is $ 0.30 for a total of 900,000 shares of our common stock if converted in full, including interest.

As of March 15, 2022, the loan has

not been repaid or converted.

Notes Payable

1 unchanged sentence

Schedule of Notes Payable

October 31, 2021

January 31, 2022

July 31, 2021

Note issued to Labrys due August 14, 2021 with an interest rate of 12%

Convertible note

issued to LGH due February 5, 2022 with an interest rate of 8.0% and convertible at $1.00 per share

Convertible note issued to LGH due February 5, 2022 with an interest rate of 8.0% and convertible at $1.00 per share (1)

Promissory notes issued to officers and directors due March 31, 2022 with an interest rate of 8.0%

Tysadco convertible promissory note payable due March 1, 2022 with an interest rate of 8.0% and convertible at $0.30 per share (2)

Unamortized debt discount and closing costs

(1) Effective February 1, 2022, the maturity date of this note was extended to May 31, 2022 and $200,000 was

added to the principal amount.

See Note 13 for additional information.

(2) As of March 15, 2022, the loan has not been repaid or converted..

2021 Omnibus Stock Incentive Plan

6 unchanged sentences

stock units, cash or other stock-based awards that may be issued under the Amended and Restated 2021 Omnibus Stock Incentive Plan is 20,000,000.

At October 31, 2021, 18,500,000 shares remained available for future awards and 20,000,000 shares of our common stock were reserved for

At January 31, 2022, 18,300,000 shares remained available for future awards and 20,000,000 shares of our common stock were reserved for

issuance pursuant to the 2021 Plan.

Stock Options

There was no stock option activity during the quarter ended October

Stock option activity during the six months ended January 31, 2022

was as follows:

Schedule of stock option activity

Number of Options

Weighted Average Exercise Price

Options outstanding at July 31, 2021

Options issued

Options canceled

Options outstanding at January 31, 2022

Restricted Stock Units (“RSUs”)

RSU activity during the quarter ended October

RSU activity during the six months ended January

31, 2022 was as follows:

1 unchanged sentence

RSUs outstanding at July 31, 2021

RSUs canceled

RSUs outstanding at October 31, 2021

( 1,591,263 )

RSUs outstanding at January 31, 2022

On September 14, 2021, following the annual stockholders

1 unchanged sentence

based on the fair value of our stock on September 14, 2021 of $0.45 per share.

There was no warrant activity during the six months

ended January 31, 2022.

Unrecognized Compensation Costs

At October 31, 2021, we had unrecognized stock-based

compensation of $ 1,275,665 , which will be recognized as a component of General and administrative expenses over the weighted average remaining

vesting period of 1.36 years.

At January 31, 2022, we had unrecognized stock-based

compensation of $ 714,627 , which will be recognized over the weighted average remaining vesting period of 1.06 years.

Research and Development

On November 2, 2021, we received a research and

development rebate from the government of Australia in the amount of $ 284,981 AUD ($214,120 USD) for clinical work performed in Australia

related to our Phase 1 human trial for safety and efficacy for the treatment of concussed individuals.

The $214,120 is accounted for as

an offset to research and development expense.

Net Loss Per Share

6 unchanged sentences

Schedule of anti-dilutive shares

Three Months Ended October 31,

Six Months Ended January 31,

Options to purchase common stock

1 unchanged sentence

Warrants to purchase common stock

Restricted stock units

Unvested restricted stock units

Total potentially dilutive securities

2 unchanged sentences

LP was repaid in full and per the agreement, on August 6, 2021, 350,000 restricted stock shares were returned to treasury.

On December 21, 2021,

Vivakor, Inc., a shareholder, returned 3,309,578 shares of our common stock and the shares were returned to treasury.

On December 29, 2021,

Regal Growth, LLC, a shareholder, returned 5,000,000 shares of our common stock and the shares were returned to treasury.

Reverse Split

At the annual stockholder meeting held September

14, 2021, the stockholders approved the proposal to grant the Board discretionary authority to amend our Certificate of Incorporation

to effect a reverse stock split of the issued and outstanding shares of our common stock, par value $0.001 per share, such split to combine

a whole number of outstanding shares of our Common Stock in a range of not less than two shares and not more than 30 shares, into one

share of common stock at any time prior to January 31, 2022.

The amendment did not change the number of authorized shares of common stock

or preferred stock or the relative voting power of our stockholders.

At our 2021 annual stockholder meeting, which

was held on September 14, 2021, the stockholders approved the proposal that granted the Board discretionary authority to amend our Certificate

of Incorporation to effect a reverse stock split of the issued and outstanding shares of our common stock.

As determined by our Board,

such stock split could be effected at a time and choosing of the Board.

The amendment did not change the number of authorized shares of

common stock or preferred stock or the relative voting power of our stockholders.

The number of authorized shares will not be reduced.

The number of

authorized but unissued shares of our common stock will materially increase and will be available for re-issuance.

We reserve the right

not to effect any reverse stock split if the Board does not deem it to be in the best interests of our stockholders and the Board's decision

as to whether and when to effect the reverse stock split will be based on a number of factors, including prevailing market conditions,

existing and expected trading prices for our common stock, actual or forecasted results of operations, and the likely effect of such results

on the market price of our common stock.

The number of authorized but unissued shares of our common stock will materially increase and will be available for re-issuance.

the right not to effect any reverse stock split if the Board does not deem it to be in the best interests of our stockholders and the

Board's decision as to whether and when to effect the reverse stock split will be based on a number of factors, including prevailing market

conditions, existing and expected trading prices for our common stock, actual or forecasted results of operations, and the likely effect

of such results on the market price of our common stock.

Securities Purchase Agreement

1 unchanged sentence

Purchase Agreement (the “SPA”) with Lincoln Park Capital Fund, LLC (“LPC”) pursuant to which we received $ 250,000

in cash from LPC and LPC received (i) 1,500,000

restricted shares of our common stock, and (ii) 833,333

warrants exercisable at $ 0.50

in cash from LPC and LPC received (i) 1,500,000 restricted shares of our common stock, and (ii) 833,333 warrants exercisable at $ 0.50

per common share expiring in five years

LPC Purchase Agreement Draws

During the quarter ended October 31, 2021, LPC

purchased a total of 974,482

shares of our common stock for total proceeds of $ 367,035

pursuant to the August 14, 2020 LPC Purchase Agreement.

As of October 31, 2021, LPC purchased a total of 3,127,808

shares of our common stock pursuant to the agreement and remaining purchase availability is $ 8,411,489

and remaining shares available are 16,143,556 .

During the six months ended January 31, 2022,

LPC purchased a total of 974,482 shares of our common stock for total proceeds of $ 367,035 pursuant to the August 14, 2020 LPC Purchase

As of January 31, 2022, LPC had purchased a total of 3,127,808 shares of our common stock pursuant to the agreement and remaining

purchase availability was $ 8,411,489 and remaining shares available were 16,143,556 .

Tysadco Partners

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) 1,500,000 restricted

shares of our common stock, and (ii) 833,333 warrants exercisable at $ 0.50 per common share expiring in five years.

Securities Purchase Agreement (the “SPA”) with Tysadco pursuant to which we received $ 250,000

in cash from Tysadco and Tysadco received (i) 1,500,000

restricted shares of our common stock, and (ii) 833,333

warrants exercisable at $ 0.50

per common share expiring in five years.

Related Party

Due to Officer

The following amounts were due to officers for reimbursement of expenses

and were included in Accounts payable on our Balance Sheets:

Schedule of due to officer

October 31, 2021

Due to Officers

The following amounts were due to our officers

for reimbursement of expenses and were included in Accounts payable on our Balance Sheets:

Schedule of related party

January 31, 2022

July 31, 2021

The amount of unpaid salary due to Mr.

for his services from November 2017 was included in Accrued wages on our Balance Sheets as follows:

Schedule of accrued compensation

Balance at July 31, 2021

Salary accrued

Balance at October 31, 2021

We did not recognize any revenues for the

quarter ended October 31, 2021 or the year ended July 31, 2021 and we had an accumulated deficit of $ 47,380,097

as of October 31, 2021.

For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from

Cash available at October 31, 2021 of $ 471,140

may not provide enough working capital to meet our current operating expenses through December 10, 2022.

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 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.

Additionally, as the novel coronavirus (“COVID-19”)

pandemic continues to severely impact the U.S.

and global economy, our business may be impacted in a variety of ways.

Political, legal

or regulatory actions as a result of the COVID-19 pandemic in jurisdictions where we may plan to manufacture, source or distribute products

have created supply disruptions which could affect our plans, and may cause additional supply disruptions or shortages in the future.

We cannot currently predict the frequency, duration or scope of these governmental actions and supply disruptions.

For example, several

countries, including India, China, Australia and the UK, have increased or instituted new restrictions on the export of medical or pharmaceutical

products that we distribute or use in our business, including key components or raw materials.

Governmental authorities in many countries,

including the U.S., are enacting legislative or regulatory changes to address the impact of the pandemic, which may restrict or require

changes in our operations, increase our costs, or otherwise adversely affect our operations.

If we are unable to raise additional capital by

December 10, 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 7 above).

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.

Subsequent Event

Research and Development Rebate

On November 2, 2021, we received a research and

development rebate from the government of Australia in the amount of $284,981 AUD ($214,120 USD) for clinical work performed in Australia

related to our Phase 1 human trial for safety and efficacy for the treatment of concussed individuals.

The $214,120 is accounted

for as an offset to research and development expense, which is a component of General and administrative on our Statements of Operations.

On December 1, 2021, we received notice

that our name change to Odyssey Health, Inc.

was approved by the state of Nevada, where we are incorporated.

Christine Farrell, CFO

The amount of unpaid salary and bonus due to

our officers was included in Accrued wages on our Balance Sheets and was as follows:

Schedule of accrued wages

January 31, 2022

July 31, 2021

Christine Farrell, CFO

On January 31, 2022, the Compensation Committee

and our full Board approved the 2021 bonus plan.

Pursuant to the plan, Mr.

Redmond received a $ 360,000 bonus and Ms.

Farrell received

a $ 40,000 bonus based upon meeting fund raising goals.

The bonuses will be paid when funds are available and were included as a component

of Accrued wages on our Balance Sheets at January 31, 2022.

5, 2022, we received a donation in the amount of $ 500,000 in partnership with the Erase PTSD Now organization and the Glenn Greenberg

and Linda Vester Foundation.

These funds were recorded as Other income in our Statements of Operations and will be used to progress the

Phase 1 human clinical trials for drug candidate PRV-002 for the treatment of concussion.

Subsequent Events

LPC Share Purchases

From February 1, 2022 through March 15, 2022,

LPC purchased an additional 100,000 shares of our common stock for a total price of $51,500 and, as of March 15, 2022, there was $8,359,989

remaining purchase availability.

LGH Amendment

On February 15, 2022, we entered into Amendment

1 to the Convertible Promissory Note (the “Amendment”) to the Securities Purchase Agreement dated April 5, 2021, with

LGH Investments, LLC (“LGH”) with an effective date of February 1, 2022.

Pursuant to the Amendment, the maturity date of the

Note was extended from February 5, 2022 to May 31, 2022.

As consideration, $200,000 was added to the principal amount outstanding, we

issued 100,000 shares of our common stock to LGH with a value of $58,000 and we will pay down principal and interest on the Note in the

amount of the lesser of 10% or $250,000 of any future capital raises, investments, donations or financings unless the Note has been converted.

Return of Shares

On February 2, 2022,

7,500,000 shares of our common stock from LBL Professional Consulting, Inc.

were returned to treasury.

Agreement Amendment

We entered into an amended

agreement with a consultant on January 16, 2022, and as part of the agreement, on February 9, 2022, we issued the consultant three million

(3,000,000) restricted shares of the Company’s common stock valued at $0.53 per share.

The agreement includes a lock-up - leak out

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-Q

Item 1. Financial Statements