What changed in this filing

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Item 1. Financial Statements

2022-06-14 compared with 2022-03-15 · 252 added, 137 removed, 346 unchanged (53% of the section changed)

1 unchanged sentence

Odyssey Health, Inc.

f/k/a Odyssey Group International, Inc.

Condensed Balance

(Formerly known as Odyssey Group International,

Balance Sheets

Current assets:

13 unchanged sentences

Commitments and contingencies (Note 5)

Stockholders' deficit:

Shareholders' deficit:

Preferred stock, $ 0.001 par value, 100,000,000 shares authorized, no shares issued or outstanding

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 82,706,072 and 88,559,978 shares issued and outstanding

Common stock, $ 0.001 par value, 500,000,000 shares authorized 82,876,872 and 88,559,978 shares issued

and outstanding

Additional paid-in-capital

6 unchanged sentences

Total liabilities and stockholders' deficit

The accompanying notes are an integral part

of these financial statements.

The accompanying notes are

an integral part of these financial statements.

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

(Formerly known as Odyssey Group International,

Statements of Operations and Comprehensive Loss

For the Three Months Ended

For the Nine Months Ended

Research and development

General and administrative expense

In-process research and development

Loss from operations

2 unchanged sentences

( 6,271,889 )

( 13,253,380 )

Interest expense

5 unchanged sentences

$ ( 13,982,504 )

Basic and diluted net loss per share

Shares used for basic and diluted net loss per share

Basic net loss per share

Diluted net loss per share

Shares used for basic net loss per share

Shares used for diluted net loss per share

The accompanying notes are an integral part

1 unchanged sentence

Odyssey Health, Inc.

f/k/a Odyssey Group International, Inc.

Condensed Statements

of Stockholders' Equity (Deficit)

Accumulated Deficit

Total Equity (Deficit)

(Formerly known as Odyssey Group International,

Statements of Stockholders' Equity (Deficit)

Paid-In Capital

Equity (Deficit)

Balances, July 31, 2021

11 unchanged sentences

Stock-based compensation

Return of reserved shares

Return of shares to treasury

( 8,309,578 )

4 unchanged sentences

( 4,177,172 )

Stock-based compensation

Common stock issue in connection with Prevacus milestone

Common stock issued for consulting services

Vesting of RSUs

Common stock issued in debt financing

Common stock issued in equity financings

Return of shares to treasury

( 7,500,000 )

( 3,099,271 )

Balances, April 30, 2022

$ ( 52,172,081 )

$ ( 4,079,736 )

Paid-In Capital

Equity (Deficit)

Balances, July 31, 2020

$ ( 28,850,728 )

$ ( 651,479 )

Conversion of convertible note payable

Stock-based compensation

Common stock issued in debt financing

Common stock issued in equity financing

Stock forfeited

Warrants issued in connection with debt and equity financings

Balances, October 31, 2020

( 29,562,242 )

Common stock issued for services

Stock-based compensation

Common stock issued to LGH in connection with debt financing

Common stock issued to LPC in connection with equity financing

Beneficial conversion feature of LGH financing

Warrants issued in connection with debt and equity financings

Balances, January 31, 2021

( 30,431,542 )

( 1,015,971 )

Common stock issued for services

Stock-based compensation

Common stock issued in asset purchase agreement

Conversion of convertible note debt financing

Conversion of convertible note debt financing in connection with LGH

Common stock issued in equity financing

Common stock issued in connection with LPC share purchase

Common stock issued in connection with LGH financing

Warrants issued in connection with debt financings

( 12,401,690 )

Balances, April 30, 2021

$ ( 42,833,232 )

$ ( 946,911 )

The accompanying notes are an integral part

1 unchanged sentence

Odyssey Health, Inc.

f/k/a Odyssey Group International, Inc.

Condensed Statements

of Cash Flows

For the Six Months Ended January 31,

(Formerly known as Odyssey Group International,

Statements of Cash Flows

For the Nine Months Ended April 30,

Cash flows from operating activities:

5 unchanged sentences

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

In-process R& D

Financing costs paid with stock

Asset purchase liability

Decrease in asset purchase liability

Gain on forgiveness of long-term debt

Changes in operating assets and liabilities:

Increase in prepaid expenses and other current assets

Increase in other current assets

Increase (decrease) in accounts payable

3 unchanged sentences

( 2,554,811 )

( 2,461,232 )

Cash flows from investing activities:

8 unchanged sentences

Increase (decrease) in cash

Cash and cash equivalents:

Beginning of period

End of period

Supplemental disclosure of non-cash information:

Supplemental disclosure of cash flow information

Cash paid for interest

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

Supplemental disclosure of non-cash information:

Common stock issued for debt financing commitment shares

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

Warrants issued in connection with financings

5 unchanged sentences

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

(Formerly known as Odyssey Group International,

Notes to Financial Statements

Basis of Presentation

and Nature 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.

Basis of Presentation

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

States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").

However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management,

necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods.

The 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 States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange

Commission ("SEC").

However, such information reflects all adjustments, consisting only of normal recurring adjustments, which

are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for

the interim periods.

The financial information as of July 31, 2021, is derived from our 2021 Annual Report on Form 10-K.

The financial

information as of July 31, 2021 is derived from our 2021 Annual Report on Form 10-K.

The financial statements included herein should be

read in conjunction with the financial statements and the notes thereto included in our 2021 Annual Report on Form 10-K filed with the

SEC on October 29, 2021.

The results of operations for the interim periods presented are not necessarily indicative of the results to

be expected for the full year.

statements included herein should be read in conjunction with the financial statements and the notes thereto included in our 2021 Annual

Report on Form 10-K filed with the SEC on October 29, 2021.

The results of operations for the interim periods presented are not necessarily

indicative of the results to be expected for the full year.

Significant Accounting Policies

Our significant accounting policies have not changed

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.

during the nine months ended April 30, 2022, from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2021.

Nature of Operations

22 unchanged sentences

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.

ended July 31, 2021, or the nine months ended April 30, 2022, and we had an accumulated deficit of $ 52,172,081 as of April 30, 2022.

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

Cash available at

April 30, 2022, of $ 266,300 may not provide enough working capital to meet our current operating expenses through June 14, 2023.

The operating deficit indicates substantial doubt

15 unchanged sentences

might result from the outcome of this uncertainty.

Additionally, the COVID-19 global pandemic has

The COVID-19 global pandemic has

had an unfavorable impact on our business operations.

1 unchanged sentence

and the timing of our clinical trial in Australia.

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

The COVID-19 outbreak has adversely affected the U.S.

and global economies

2 unchanged sentences

If we are unable to raise additional capital by

March 15, 2023, we will adjust our current business plan.

June 14, 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.

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

21 unchanged sentences

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

Intangible assets at January 31, 2022 consisted

Intangible assets at April 30, 2022, consisted

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

1 unchanged sentence

Schedule of amortization expense

Three Months Ended January 31,

Six Months Ended January 31,

Three Months Ended April 30,

Nine Months Ended April 30,

Amortization expense

2 unchanged sentences

Remainder of fiscal 2022

Total amortization expense

Purchase Liability

In connection with our Asset Purchase

Agreement with Prevacus in March 2021, we withheld 1,000,000 shares of our common stock with a value of $1.18 per share for an

original value of $ 1,180,000

for payment of future Prevacus liabilities.

This amount was recorded as an asset purchase liability on our Balance Sheets.

The balance at April 30, 2022, and July 31, 2021, was $ 1,123,090 and $ 1,125,026 , respectively.

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 six months ended

January 31, 2022 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 nine months ended

April 30, 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 January 31, 2022.

to our valuation techniques during the quarter ended April 30, 2022.

Contingent Liabilities

At January 31, 2022 and

At April 30, 2022, and

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

6 unchanged sentences

We also had contingent

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

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

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

status of the project (Level 3).

10 unchanged sentences

Schedule of fixed-rate debt

January 31, 2022

April 30, 2022

July 31, 2021

6 unchanged sentences

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.

assets were recorded at fair value during the nine months ended April 30, 2022, or the fiscal year ended July 31, 2021.

Promissory Notes

8 unchanged sentences

The Notes bear interest at 8 %

per annum and are due March 31, 2022.

per annum and were originally due March 31, 2022.

In April 2022, the maturity date of the Notes was extended to May 31, 2022 .

Tysadco Partners

1 unchanged sentence

Purchase Agreement (the “SPA”) with Tysadco Partners (“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 shares of common stock with a relative fair

value of $ 17,718 which is being expensed over the life of the note as a component of interest expense.

The conversion rate of the note

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.

face value convertible promissory note which bears interest at a one-time rate of 8.0 % applied to the face value and was originally due

March 1, 2022 .

We received $ 250,000 net cash from the issuance of the promissory note and issued 200,000 shares of common stock with a

relative fair value of $ 17,718 which is being expensed over the life of the note as a component of interest expense.

The conversion rate

of the note is $ 0.30 for a total of 990,000 shares of our common stock if converted in full, including interest.

On March 31, 2022, the SPA was amended to extend

the maturity date to March 1, 2023, and, as consideration, $ 25,000 was added to the principal.

LGH Amendment

On April 5, 2021, we entered into a Securities

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

promissory note (the “Note”) which bears interest at a one-time rate of 8.0 % applied to the face value of the Note.

15, 2022, we entered into Amendment No.

1 (the “Amendment”) to the Note with an effective date of February 1, 2022 .

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 $ 51,000 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.

The conversion rate of the Note is $ 1.00 per share for a total of 1,336,000 shares of

our common stock if converted in full, including interest.

Notes Payable

1 unchanged sentence

Schedule of Notes Payable

January 31, 2022

April 30, 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 (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)

Convertible note issued to LGH due May 31, 2022 with a fixed interest rate of 8.0% over the term of the note (annual interest rate of 12.1%) and convertible at $1.00 per share

Promissory notes issued to officers and directors due September 30, 2022 with a fixed interest rate of 8.0% per annum (see Note 13)

Tysadco convertible promissory note payable due March 1, 2023 with a fixed interest rate of 8.0% over the term of the note (annual interest rate of 15.2%) and convertible at $0.30 per share

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

At April 30, 2022, 17,725,000 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

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

Stock option activity during the nine months ended April 30, 2022,

was as follows:

4 unchanged sentences

Options issued

Options canceled

Options outstanding at January 31, 2022

Options outstanding at April 30, 2022

Restricted Stock Units (“RSUs”)

RSU activity during the six months ended January

RSU activity during the nine months ended April

30, 2022, was as follows:

Schedule of RSU activity

Number of RSUs

Weighted Average

RSUs outstanding at July 31, 2021

( 2,792,943 )

RSUs outstanding at January 31, 2022

RSUs outstanding at April 30, 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.

Schedule of warrant activity

Weighted Average Exercise Price

Warrants outstanding at July 31, 2021

Warrants issued

Warrants canceled

( 1,485,834 )

Warrants outstanding at April 30, 2022

Unrecognized Compensation Costs

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

At April 30, 2022, we had unrecognized stock-based

compensation of $ 283,901 , which will be recognized over the weighted average remaining vesting period of 0.67 years.

1 unchanged sentence

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.

development rebate from the government of Australia in the amount of $ 214,120 for clinical work performed in Australia related to our

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

In addition, during the quarter ended April 30,

2022, we accrued $185,035 in Prepaid expenses and other current assets to reflect the anticipated rebate for additional expenses incurred

related to the clinical trial.

The rebates were accounted for as an offset to Research and development expense.

Net Loss Per Share

6 unchanged sentences

Schedule of anti-dilutive shares

Six Months Ended January 31,

Nine Months Ended April 30,

Options to purchase common stock

10 unchanged sentences

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

On February 2, 2022,

LBL Professional Consulting, Inc., a shareholder, returned 7,500,000 shares of our common stock and the shares were returned to treasury.

Shares Issuable

Pursuant to our agreement

with Prevacus entered into on March 1, 2021, Prevacus earned 1,000,000 shares of our common stock upon successful first dosing in our

Phase 1 clinical trial related to our PRV-002 neurosteroid concussion treatment in the quarter ended April 30, 2022.

These shares have

not yet been issued.

On February 9, 2022,

in connection with an investor relations consulting agreement with Tysadco, we issued Tysadco 3,000,000 restricted shares of our common

stock valued at $ 0.53 per share.

The agreement includes a lock-up - leak out provision.

Reverse Split

18 unchanged sentences

LPC Purchase Agreement Draws

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

During the nine months ended April 30, 2022, LPC

purchased a total of 1,174,482 shares of our common stock for total proceeds of $ 467,236 pursuant to the August 14, 2020 LPC Purchase

As of April 30, 2022, LPC had purchased a total of 4,121,610 shares of our common stock pursuant to the agreement and remaining

purchase availability was $ 8,311,289 and remaining shares available were 15,943,556 .

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.

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

In connection with an amendment to the LGH Note,

we issued LGH 100,000 shares of our common stock with a value of $ 51,000 .

See Note 6 above for additional information.

Private Placement

On February 2, 2022, we entered into an

agreement to raise money through a private investment in a public entity (“PIPE”).

We offered up to 14,285,714

Units (the “Units”), each Unit consisting of one share of our common stock (the “Shares”) and one-half of an

accompanying warrant (the “Investor Warrants”) exercisable for one share of our common stock.

The Units will be sold at

a price of $ 0.35

per Unit (the “Offering”).

The Investor Warrants have a term of 5 five years and are exercisable at a price of $ 0.70 per

share and, in certain circumstances, may be exercised on a cashless basis.

The Share and Investor Warrant comprising each Unit are

immediately separable and will be issued separately.

The Offering is made on a “Minimum”

basis, meaning a minimum amount of money must be raised.

The minimum amount of 1,000,000 was raised effective April 14, 2022.

we issued a total of 2,870,800 Units, consisting of 2,870,800 Shares and 1,435,400 Investor Warrants for gross proceeds to us of $ 1,004,780 .

Net proceeds after deducting commissions and fees were $ 849,302 .

In connection with the Offering, we paid Laidlaw

& Company (UK) Ltd.

(“Laidlaw”), our introducing broker, 10% of the proceeds, or $ 100,478 in cash, as a finder fee.

the final closing of the Offering, we are obligated to issue Laidlaw warrants equal to 10% of the Shares sold in the Offering, including

any common stock issued or issuable.

The Warrants will have an exercise price equal to the lowest price per share of the share of common

stock issued or issuable to investors in the offering and will expire in five years.

The Laidlaw warrants will include cashless exercise

We are required to file a registration statement

for resale of all shares issued or issuable in connection with the Offering within 60 days of the final closing of the Offering.

to file a registration statement for the resale of the shares would require us to pay to the purchasers, in cash, as partial liquidated

damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal

to one and one-half percent (1.5%) of the aggregate subscription amount of such purchaser’s securities on the day of failure to

file the registration statement and on every thirtieth (30 th ) day (pro rated for periods totaling less than thirty days) thereafter

until the earlier of (a) the date such filing is cured and (b) such time that such the filing is no longer required for the purchasers

to transfer the shares and warrant shares pursuant to Rule 144.

The payments shall bear interest at the rate of eighteen percent

(18%) per month (prorated for partial months) until paid in full.

Related Party

2 unchanged sentences

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

Schedule of related party

January 31, 2022

Schedule of related party payables

April 30, 2022

July 31, 2021

3 unchanged sentences

Schedule of accrued wages

January 31, 2022

April 30, 2022

July 31, 2021

6 unchanged sentences

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.

The bonuses will be paid when funds are available and are included in the amounts

disclosed in the above table.

See also Note 6 for a discussion of $ 25,000 Promissory Notes payable

to officers and directors.

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

3 unchanged sentences

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

On May 3, 2022, the second and final closing of

the PIPE occurred, pursuant to which we issued one 1,187,572 Units, consisting of 1,187,572 shares of our common stock and warrants to

purchase 593,786 shares of our common stock for which we received $415,650 in gross proceeds.

As part of the closing, we issued Laidlaw

608,755 warrants with an exercise prices of $0.35 per share with a five-year cashless exercise.

In June 2022, the maturity date of the promissory

notes outstanding to our officers and directors was extended to September 30, 2022.

In June 2022, the maturity date of the LGH Note

was extended to August 30, 2022.

As consideration, the Note conversion price changed to twenty cents ($0.20) per common share.

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