What changed in this filing

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Item 1. Financial Statements

2022-12-14 compared with 2022-06-14 · 259 added, 406 removed, 192 unchanged (78% of the section changed)

Item 1 - Financial Statements

Financial Statements

Odyssey Health, Inc.

(Formerly known as Odyssey Group International,

Balance Sheets

and Subsidiaries

Consolidated Balance Sheets

Current assets:

Research and development rebate due from Australian government

Prepaid expenses and other current assets

Total current assets

Property and equipment, net of accumulated depreciation of $ 3,310 and $ 2,896

Intangible assets, net of accumulated amortization of $ 2,714 and $ 1,960

5 unchanged sentences

Asset purchase liability

Notes payable, net of unamortized debt discount and closing costs of $ 88,863 and $ 351,030

Notes payable, officers and directors

Notes payable, net of unamortized beneficial conversion

feature, debt discount and closing costs of $ 95,009 and $ 48,063

Total current liabilities

Total liabilities

Commitments and contingencies (Note 4)

Shareholders' deficit:

Stockholders' 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 82,876,872 and 88,559,978 shares issued

and outstanding

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 71,994,154 and 77,860,563 shares issued and outstanding

Additional paid-in-capital

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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

consolidated financial statements.

Odyssey Health, Inc.

(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

and Subsidiaries

Consolidated Statements of Operations

For the Three Months Ended October 31,

Research and development expense

General and administrative expense

In-process research and development

Loss from operations

1 unchanged sentence

( 1,429,388 )

( 6,271,889 )

( 13,253,380 )

Interest expense

Other income, net

Net loss and comprehensive loss

$ ( 3,099,271 )

$ ( 12,401,690 )

Other expense, net

$ ( 2,149,580 )

4 unchanged sentences

Shares used for diluted net loss per share

The accompanying notes are an integral part

of these financial statements.

The accompanying notes are an integral part of these

consolidated financial statements.

Odyssey Health, Inc.

(Formerly known as Odyssey Group International,

Statements of Stockholders' Equity (Deficit)

Paid-In Capital

Equity (Deficit)

and Subsidiaries

Consolidated Statements of Stockholders’ Equity

Additional Paid-In Capital

Accumulated Deficit

Total Equity (Deficit)

Balances, July 31, 2022

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( 2,149,580 )

Balances, October 31, 2021

( 2,149,580 )

( 2,995,769 )

Stock-based compensation

Return of shares to treasury

( 8,309,578 )

Balances, October 31, 2022

$ ( 56,327,534 )

$ ( 5,383,797 )

Balances, January 31, 2022

Additional Paid-In Capital

Accumulated Deficit

Total Equity (Deficit)

Balances, July 31, 2021

$ ( 45,733,823 )

1 unchanged sentence

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

Return of reserved shares

( 1,646,274 )

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, 2021

$ ( 47,380,097 )

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

$ ( 2,995,769 )

( 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

of these financial statements.

The accompanying notes are an integral part of these

consolidated financial statements.

Odyssey Health, Inc.

(Formerly known as Odyssey Group International,

Statements of Cash Flows

For the Nine Months Ended April 30,

and Subsidiaries

Consolidated Statements of Cash Flows

For the Three Months Ended October 31,

Cash flows from operating activities:

2 unchanged sentences

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

Depreciation and amortization

Stock-based compensation

Stock issued for services

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

Decrease in asset purchase liability

Gain on forgiveness of long-term debt

Asset purchase liability

Changes in operating assets and liabilities:

Increase in prepaid expenses and other current assets

Increase (decrease) in accounts payable

Increase in accrued wages

Increase in research and development rebate due

Increase in accounts payable

Increase (decrease) in accrued wages

Increase in accrued interest

1 unchanged sentence

( 1,165,210 )

( 2,461,232 )

Cash flows from investing activities

Purchase of patents

Purchase of intellectual property

Net cash used in investing activities

2 unchanged sentences

Principal payments made on notes payable

Financing closing costs paid with cash

Proceeds from equity financing

Net cash provided by financing activities

Increase (decrease) in cash

Decrease in cash and cash equivalents

Cash and cash equivalents:

Beginning of period

End of period

Supplemental disclosure of cash flow information

Cash paid for interest

Supplemental disclosure of non-cash information:

Increase in principal of notes payable

Shares returned to treasury

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

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.

The accompanying notes are an integral part of these

consolidated financial statements.

Odyssey Health, Inc.

(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.

and Subsidiaries

Notes to Consolidated Financial Statements

Basis of Presentation and Nature of Operations

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 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.

Health, Inc, formerly known as Odyssey Group International, Inc.

(“Odyssey”) and our wholly-owned subsidiary Odyssey Group

International Australia, Pty Ltd, is unaudited and has been prepared in accordance with accounting principles generally accepted in the

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

All intercompany balances and transactions have been eliminated.

However, such information reflects all adjustments, consisting only of

normal recurring adjustments, 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, 2022 is derived from our 2022 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 2022 Annual Report on Form 10-K filed with the SEC on October 31, 2022.

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

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

Nature of Operations

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to treat rare brain disorders in partnership with Prevacus, Inc.

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

To date, none of our product candidates have received regulatory clearance

or approval for commercial sale.

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developed proprietary products.

We are not currently selling or marketing any

products, as our products are in development and Food and Drug Administration ("FDA") clearance or approval to market our products

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

We are not currently selling or marketing any products,

as our products are in development and Food and Drug Administration ("FDA") clearance or approval to market our products will

be required in order to sell in the United States.

Going Concern

We did not recognize any revenues for the year

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.

We did not recognize any revenues for the year ended

July 31, 2022, or the three months ended October 31, 2022, and we had an accumulated deficit of $ 56,327,534 as of October 31, 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.

October 31, 2022, of $ 50,499 may not provide enough working capital to meet our current operating expenses through December 14, 2023.

The operating deficit indicates substantial doubt

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might result from the outcome of this uncertainty.

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.

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

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.

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

Pronouncements

In December 2019, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740),” which

simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740.

The amendments also

improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance.

This guidance

is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020.

Early adoption of the

amendments is permitted, including adoption in any interim period for which financial statements have not yet been issued.

of ASU 2019-12 effective August 1, 2021, on a prospective basis did not have a material effect on our financial position, results of operations,

or cash flows.

If we are unable to raise additional capital by December

14, 2023, we will adjust our 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.

Given our recurring

losses, negative cash flow, accumulated deficit and the impact of COVID-19, there is substantial doubt about our ability to continue as

a going concern.

Impact of COVID-19

As the COVID-19 pandemic continues to severely impact

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.

New Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, “Debt

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

Intangible assets at April 30, 2022, consisted

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

Intangible assets consisted of costs related to a

patent for our concussion drug device combination.

Amortization expense was as follows:

Schedule of amortization expense

Three Months Ended April 30,

Nine Months Ended April 30,

Three Months Ended October 31,

Amortization expense

Future amortization of intangible assets is as

Future amortization of intangible assets is as follows:

Schedule of future amortization of intangible assets

1 unchanged sentence

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

are determined utilizing a three-level framework as follows:

Level 1 – Observable inputs, such

as unadjusted quoted prices in active markets, for substantially identical assets and liabilities.

Level 1 – Observable inputs, such as

unadjusted quoted prices in active markets, for substantially identical assets and liabilities.

Observable inputs other than quoted prices within Level 1 for similar assets and liabilities.

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

The methods described

above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.

The methods described above

may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.

although we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies

2 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 nine months ended

April 30, 2022, or the year ended July 31, 2021.

The carrying values of

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

No changes were made

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

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

The carrying values of cash,

prepaid expenses, accounts payable and accrued wages approximate their fair value due to their short maturities.

No changes were made to our

valuation techniques during the quarter ended October 31, 2022.

Contingent Liabilities

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,

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 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).

Based on these reviews, the fair value of the contingent consideration was determined to be zero at both

periods as it is not yet probable that any of the milestones will be met.

At October 31,

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

The fair value of the

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

project (Level 3).

Based on these reviews, the fair value of the contingent consideration was determined to be zero at both periods as

it is not yet probable that any of the milestones will be met.

Fixed-Rate Debt

We have fixed-rate debt

that is reported on our Balance Sheets at carrying value less unamortized debt discount and closing costs.

The fair value of our fixed

rate debt was calculated using a discounted cash flow methodology with estimated current interest rates based on similar risk profile

We have fixed-rate debt that

is reported on our consolidated balance sheets at carrying value less unamortized debt discount and closing costs.

The fair value of our

fixed-rate debt was calculated using a discounted cash flow methodology with estimated current interest rates based on similar risk profile

and duration (Level 2).

The carrying value, excluding unamortized debt discount and debt issuance costs, and the fair value of our fixed-rate

long-term debt was as follows:

long-term debt were as follows:

Schedule of fixed-rate debt

April 30, 2022

October 31, 2022

July 31, 2022

Carrying value

Non-Financial Assets

Non-financial assets, such as Property and equipment

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 nine months ended April 30, 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 were originally due March 31, 2022.

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

Tysadco Partners

On August 29, 2021, we entered into a Securities

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 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 .

Promissory Note

On September 21, 2022, we entered into a promissory

note for $ 30,000 with a consultant for investor relations services with an interest rate of 8 % per annum and a due date of December 31,

LGH Investments, LLC

On September 29, 2022, we entered into Amendment No.

3 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH Investments, LLC.

the Amendment, the parties have agreed to extend the maturity date of the note to December 31, 2022.

As consideration, $ 115,000 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.

to the principal amount outstanding and is being amortized as interest expense over the remaining term of the Note.

All other terms and

conditions remain the same.

Directors and Officers Promissory Note Amendments

On September 30, 2022, we entered into five Promissory

Note Amendments, to the Promissory Notes entered into December 21, 2021 and December 22, 2021 and as amended April 20, 2022, and June

3, 2022, with three directors and two officers.

Pursuant to the Amendments, the parties have agreed to extend the maturity date of the

Promissory Notes to December 31, 2022.

All other terms and conditions remain the same.

Notes Payable

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Schedule of Notes Payable

April 30, 2022

October 31, 2022

July 31, 2022

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

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

Convertible note issued to LGH due December 31, 2022 with a flat interest rate of 8.0% of the original principal of $1,050,000 and convertible at $0.20 per share

Promissory notes issued to officers and directors due December 31, 2022 with a fixed interest rate of 8.0% per annum (see Note 10)

Promissory note with an interest rate of 8% per annum due December 31, 2022

Tysadco convertible promissory note payable due March 1, 2022 with a flat interest rate of 8.0% of the original principal of $250,000 and convertible at $0.30 per share

Unamortized debt discount and closing costs

Stock-Based Compensation

2021 Omnibus Stock Incentive Plan

At our annual stockholder meeting held September

14, 2021, the stockholders approved the Amended and Restated 2021 Omnibus Stock Incentive Plan (the “2021 Plan”).

of the Amended and Restated 2021 Omnibus Stock Incentive Plan is to enable us to recruit and retain highly qualified employees, directors

and consultants and to provide incentives for productivity and the opportunity to share in the our growth and value.

Subject to certain

adjustments, the maximum number of shares of common stock, incentive stock options, stock appreciation rights, restricted stock, restricted

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 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.

At October 31, 2022, 20,000,000 shares of our common

stock were reserved for issuance pursuant to the 2021 Plan and 10,155,000 shares remained available for future awards.

Stock Options

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

was as follows:

Stock option activity during the quarter ended October 31, 2022 was as

Schedule of stock option activity

Number of Options

Weighted Average Exercise Price

Options outstanding at July 31, 2022

Options issued

Options outstanding at April 30, 2022

Options granted

Options expired or cancelled

Options outstanding at October 31, 2022

Criteria used for determining the Black-Scholes value

of options granted were as follows:

Schedule of assumptions

October 31, 2022

Expected stock price volatility

148 % - 151 %

Risk free interest rate

2.97 % - 4.25 %

Expected life of options (years)

Expected dividend yield

Restricted Stock Units (“RSUs”)

RSU activity during the nine months ended April

RSU activity during the quarter ended October 31,

2022 was as follows:

Schedule of RSU activity

Number of RSUs

Weighted Average

RSUs outstanding at July 31, 2022

( 2,792,943 )

RSUs outstanding at April 30, 2022

On September 14, 2021, following the annual stockholders

meeting, three re-elected board members were granted 500,000 RSUs each vesting equally over 12 months at a total fair value of $ 675,000

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

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

RSUs outstanding at October 31, 2022

There was no warrant activity during the quarter ended

October 31, 2022.

Unrecognized Compensation Costs

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.

Research and Development

On November 2, 2021, we received a research and

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.

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

compensation of $ 1,826,450 , which will be recognized as a component of general and administrative expenses over the weighted average remaining

vesting period of 1.2 years.

Net Loss Per Share

Basic and diluted net loss per share is computed

by dividing net loss by the weighted-average number of common shares outstanding for the period.

Potentially dilutive common stock and

common stock equivalents, including stock options, RSUs and warrants are excluded as they would be antidilutive.

Basic and diluted net loss per share is computed by

dividing net loss by the weighted-average number of common shares outstanding for the period.

Potentially dilutive common stock and common

stock equivalents, including stock options, RSUs and warrants are excluded as they would be antidilutive.

The following anti-dilutive securities were excluded

1 unchanged sentence

Schedule of anti-dilutive shares

Nine Months Ended April 30,

Three Months Ended October 31,

Options to purchase common stock

1 unchanged sentence

Warrants to purchase common stock

Unvested restricted stock units

Restricted stock units

Total potentially dilutive securities

Research and Development Rebate

In the first quarter of fiscal 2023, we incurred $ 663,436

of expenses related to our Phase I clinical trial of our concussion drug device combination that are eligible for the Australian research

and development rebate for a rebate due of $ 322,671 , which was recorded as an offset to research and development expense during the quarter

ended October 31, 2022.

Common Stock for Services

In September and October 2022, in connection with

entering into consulting agreements, we issued consultants 1,800,000 restricted shares of our common stock valued at an average price

of $ 0.22 per share for a total value of $ 388,800 which was included in general and administrative expense in the quarter ended October

Returned Shares

On August 5, 2021, our loan with Labrys Fund,

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.

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

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.

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

On October 22, 2021, we entered into a Securities

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

per common share expiring in five years.

LPC Purchase Agreement Draws

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

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

In September and October 2022, two shareholders returned

at total of 8,800,000 common stock shares valued at $ 8,800 to treasury and all rights, title and interest in the shares were relinquished.

Lincoln Park Capital Fund, LLC (“LPC”)

purchased 1,133,591 shares at an average price of $ 0.21 per share for total proceeds to us of $ 240,710 during the quarter ended October

31, 2022 pursuant to the LPC Purchase Agreement.

As of October 31, 2022, there was $ 7,989,024 of remaining purchase availability related

to the LPC Purchase Agreement.

See also Note 11 for information regarding sales subsequent to October 31, 2022.

Related Party Transactions

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:

The following amounts were due to officers for reimbursement of expenses

and were included in accounts payable within the accompanying consolidated balance sheets:

Schedule of related party payables

April 30, 2022

October 31, 2022

July 31, 2022

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:

The amount of unpaid salary and bonus due to our officers was included

in accrued wages within the accompanying consolidated balance sheets and was as follows:

Schedule of accrued wages

April 30, 2022

October 31, 2022

July 31, 2022

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 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

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.

Promissory Notes

In December 2021, we entered into a total of five

promissory notes with three of our directors and two officers.

Joseph Michael Redmond, President and Chief Executive Officer, Ms.

Farrell, Chief Financial Officer, Mr.

Casey, Director, Mr.

Gandolfo, Director, and Mr.

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

These notes bear interest at 8 % per annum and are due December 31, 2022 .

Subsequent Events

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.

Hiring of Executive Officers of Subsidiary Odyssey NeuroPharma,

November 1, 2022, Odyssey NeuroPharma, Inc., a wholly-owned subsidiary of Odyssey Health, Inc.

entered into employment agreements with

Erik Emerson and Mr.

Gregory Gironda (the “Executives”).

The Executives entered into employment agreements for a one year

term as Chief Commercial Officer and Chief Operations Officer, respectively.

During the employment term, and subject to raising funds,

we will pay the Executives a minimum annual base salary of $125,000, which will not begin to be payable until such time that we have raised

a cumulative of $5,000,000 in funding.

Each Executive was granted 600,000 shares of our common stock, with vesting based upon milestones.

Subsequent to October 31, 2022 and through December

14, 2022, we sold an additional 1,100,000 shares of our common stock to LPC for total proceeds $200,320.

As of December 14, 2022, LPC

had purchased a total of 5,982,518 shares of our common stock for total proceeds of $2,461,296 and the remaining purchase availability

was $7,788,704 and the remaining shares available were 13,288,846.

LGH Note Payable Conversion

On November 10, 2022, LGH provided notice to convert $300,000 of their

outstanding convertible note into 1,500,000 shares of our common stock at $0.20 per share.

Subsequent to the conversion, $995,000 remained

outstanding on the convertible note.

Research and Development Rebate

On November 18, 2022, we received a research and

development rebate from the government of Australia in the amount of $313,709 for clinical work performed in Australia related to our

Phase I human clinical trial during the fiscal year ended July 31, 2022.

On December 8, 2022, we received a goods and service

tax refund, which was accrued as part of our research and development rebate due from the Australian government, in the amount of $82,705

related to our Phase I human clinical trial during July, August and September 2022.

Prevacus Option Agreement

On November 21, 2022, we entered into an Option

to Purchase Intellectual Property Agreement (the “Option Agreement”) with Prevacus, Inc.

Subject to the terms and conditions

of the Option Agreement, Prevacus granted us the right to purchase 100% of the intellectual assets at any time within 180 days of the

effective date.

We have the option to purchase and acquire from Prevacus, free and clear of all encumbrances, 100% of Prevacus’

right, title, and interest in the worldwide and USPTO Patents to PRV-001 and one Enantiomer.

If we choose to exercise the option on either

of the assets, we will complete the purchase within 90 days of exercising the option.

As consideration, we issued Prevacus 1,000,000 shares

of our common stock at $0.17 per share for a total value of $170,000 which will be expensed as a component research and development expense

in the quarter ending January 31, 2023.

Mast Hill Fund L.P.

On December 13, 2022, we entered into a Securities Purchase Agreement

(the “SPA”) with Mast Hill Fund, L.P.

(“Mast Hill”).

Pursuant to the SPA, we sold Mast Hill (i) an $870,000 face

value, one-year, 10% per annum Promissory Note convertible into shares of our common stock at $0.12 per share, (ii) a five-year share

purchase warrant entitling Mast Hill to acquire 2,000,000 shares of our common stock at $0.20 per share (the “Warrant”), and

(iii) a five-year warrant for 4,000,000 shares of our common stock at $0.20 per share issuable in the event of default.

Net proceeds after

original discount, fees and expenses, was $723,868.

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