What changed in this filing

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Item 1. Financial Statements

2023-03-17 compared with 2022-12-14 · 248 added, 215 removed, 236 unchanged (66% of the section changed)

1 unchanged sentence

Odyssey Health, Inc.

and Subsidiaries

Consolidated Balance Sheets

11 unchanged sentences

Notes payable, officers and directors

Notes payable, net of unamortized beneficial conversion

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

Notes payable, net of unamortized beneficial conversion feature, debt discount and

closing costs of $ 471,651 and $ 48,063

Total current liabilities

1 unchanged sentence

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, 71,994,154 and 77,860,563 shares issued and outstanding

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,

75,807,879 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

consolidated financial statements.

The accompanying notes are an integral part

of these consolidated financial statements.

Odyssey Health, Inc.

and Subsidiaries

Consolidated Statements of Operations

For the Three Months Ended October 31,

Consolidated Statements of Operations and Comprehensive

For the Three Months Ended

For the Six Months Ended

In-process research and development expense

Research and development expense

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( 1,975,964 )

( 3,564,296 )

( 3,405,353 )

Interest expense

Other expense, net

Other income, net

Net loss and comprehensive loss

$ ( 1,671,728 )

( 1,692,713 )

$ ( 3,821,308 )

$ ( 3,338,987 )

Basic net loss per share

2 unchanged sentences

Shares used for diluted net loss per share

The accompanying notes are an integral part of these

consolidated financial statements.

The accompanying notes are an integral part

of these consolidated financial statements.

Odyssey Health, Inc.

and Subsidiaries

Consolidated Statements of Stockholders’ Equity

Additional Paid-In Capital

Accumulated Deficit

Total Equity (Deficit)

Consolidated Statements of Stockholders' Deficit

Balances, July 31, 2022

2 unchanged sentences

Stock-based compensation

Common stock issued in debt financing

Common stock issued in equity financings

6 unchanged sentences

( 5,383,797 )

Additional Paid-In Capital

Accumulated Deficit

Total Equity (Deficit)

Balances, July 31, 2021

$ ( 45,733,823 )

$ ( 2,767,353 )

Stock-based compensation

Common stock issued in debt financing

Warrants issued in debt financing

Common stock issued in equity financings

Return of reserved shares

Common stock issued in conversion of debt

Common stock issued in option purchase agreement

( 1,671,728 )

Balances, October 31, 2021

Balances, January 31, 2023

$ ( 57,999,262 )

$ ( 5,366,781 )

The accompanying notes are an integral part of these

consolidated financial statements.

The accompanying notes are an integral part

of these consolidated financial statements.

Odyssey Health, Inc.

and Subsidiaries

Consolidated Statements of Cash Flows

For the Three Months Ended October 31,

For the Six Months Ended January 31,

Cash flows from operating activities:

3 unchanged sentences

Stock-based compensation

Common stock issued for debt financing commitment shares

Common stock issued for debt financing

Amortization of beneficial conversion feature, debt discount and closing costs

In-process research and development

Asset purchase liability

1 unchanged sentence

Increase in prepaid expenses and other current assets

Increase in research and development rebate due

Increase in accounts payable

Increase (decrease) in accrued wages

Decrease research and development rebate due from Australian government

Increase (decrease) in accounts payable

Increase in accrued wages

Increase in accrued interest

1 unchanged sentence

( 1,188,602 )

( 1,584,793 )

Cash flows from investing activities:

Purchase of intellectual property

Purchase of patents

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

Decrease in cash and cash equivalents

Cash and cash equivalents:

Decrease in cash

Beginning of period

End of period

Supplemental disclosure of non-cash information:

Supplemental disclosure of cash and non-cash information:

Cash paid for interest

Common stock issued in conversion of debt

Increase in principal of notes payable

Shares returned to treasury

Common stock issued for debt financing commitment shares

The accompanying notes are an integral part of these

consolidated financial statements.

Original issue discount on debt

Stock issued in exchange for closing costs

Warrants issued in connection with debt financing

Common stock issued in option purchase agreement

The accompanying notes are an integral part

of these consolidated financial statements.

Odyssey Health, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Basis of Presentation and Nature of Operations

Basis of Presentation,

Nature of Operations and Going Concern

Basis of Presentation

The accompanying financial information of Odyssey

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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.

normal recurring adjustments unless otherwise noted, 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 three months ended October 31, 2022 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2022.

during the six months ended January 31, 2023, 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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the CardioMap® heart monitoring and screening

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

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

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

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

To date, none of our product candidates has 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, 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

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

We did not recognize any revenues for the year

ended July 31, 2022, or the six months ended January 31, 2023, and we had an accumulated deficit of $ 57,999,262 as of January 31, 2023.

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

Cash available

at January 31, 2023, of $ 35,792 may not provide enough working capital to meet our current operating expenses through March 17, 2024.

The operating deficit indicates substantial doubt

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might result from the outcome of this uncertainty.

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

If we are unable to raise additional capital by

March 17, 2024, 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 Lincoln Park

Capital Fund, LLC (“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

Pronouncement

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 consisted of costs related to a

patent for our concussion 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 October 31,

Three Months Ended January 31,

Six Months Ended January 31,

Amortization expense

Future amortization of intangible assets is as follows:

Future amortization of intangible assets is as

Schedule of future amortization of intangible assets

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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

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reporting date.

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, 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.

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, 2023, 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 January 31, 2023.

Contingent Liabilities

At October 31,

31, 2023 and July 31, 2022, we had contingent consideration related to the acquisition of intellectual property, know-how and patents

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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.

We determined the value was zero as of both January 31, 2023 and July 31, 2022, since it

is not yet probable that we will file for FDA clearance.

We also had contingent

consideration at January 31, 2023 and July 31, 2022 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 as

of both January 31, 2023 and July 31, 2022, 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 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 were as follows:

We have fixed-rate debt

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

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 were as follows:

Schedule of fixed-rate debt

October 31, 2022

July 31, 2022

Carrying value

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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,

On December 30,

2022, this promissory note was amended to extend the maturity date to January 31, 2023.

On January 31, 2023, the note was extended

As consideration, the consultant was granted a five-year stock option for 50,000 shares

of common stock at $0.17 per

All other terms and conditions remain the same.

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 and is being amortized as interest expense over the remaining term of the Note.

All other terms and

conditions remain the same.

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,

Pursuant to the Amendment No.

3, the maturity date of the note was extended to December 31, 2022.

consideration, $ 115,000

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

other terms and conditions remain the same.

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.

On December 29,

2022, we entered into Amendment No.

4 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021,

Pursuant to the Amendment No.

4, the maturity date of the note was extended to March

As consideration, we paid $ 35,000

towards the principal amount outstanding and $ 50,000

was added to the principal amount outstanding.

All other terms and conditions remain the same.

Subsequent to Amendment No.

conversion, $ 1,010,000

remained outstanding on the convertible note.

Directors and Officers Promissory Note Amendments

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All other terms and conditions remain the same.

On December 30, 2022,

the Promissory Notes were again amended to extend the maturity date to March 31, 2023.

All other terms and conditions remain the same.

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.

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

Notes Payable

1 unchanged sentence

Schedule of Notes Payable

October 31, 2022

July 31, 2022

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

Convertible note issued to LGH due March 31, 2023 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 March 31, 2023 with a fixed interest rate of 8.0% per annum (see Note 10)

Promissory note with an interest rate of 8% per annum due June 31, 2023

Tysadco convertible promissory note payable due December 31, 2023 with a flat interest rate of 8.0% of the original principal of $250,000 and convertible at $0.30 per share (see Note 11)

Mast Hill convertible promissory note due December 13, 2023

with a fixed interest rate of 10% per annum and convertible at $0.12 per share

Unamortized debt discount and closing costs

Stock-Based Compensation

2021 Omnibus Stock Incentive 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.

At January 31, 2023, 20,000,000 shares of our

common stock were reserved for issuance pursuant to the 2021 Plan and 1,005,000 shares remained available for future awards.

Stock Options

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

Stock option activity during the six months ended January 31, 2023

was as follows:

Schedule of stock option activity

Weighted Average Exercise Price

Weighted Average

Exercise Price

Options outstanding at July 31, 2022

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Options expired or cancelled

Options outstanding at October 31, 2022

Criteria used for determining the Black-Scholes value

of options granted were as follows:

( 1,275,000 )

Options outstanding at January 31, 2023

Criteria used for determining the Black-Scholes

value of options granted during the six months ended January 31, 2023 were as follows:

Schedule of assumptions

October 31, 2022

Expected stock price volatility

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Restricted Stock Units (“RSUs”)

RSU activity during the quarter ended October 31,

RSU activity during the six months ended January

31, 2023 was as follows:

1 unchanged sentence

RSUs outstanding at July 31, 2022

RSUs outstanding at October 31, 2022

There was no warrant activity during the quarter ended

October 31, 2022.

RSUs forfeited

( 1,000,000 )

RSUs outstanding at January 31, 2023

Warrant activity during the six months ended

January 31, 2023 was as follows:

Schedule of warrant activity

Weighted Average Exercise Price

Warrants outstanding at July 31, 2022

Warrants issued

Warrants outstanding at January 31, 2023

Unrecognized Compensation Costs

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.

At January 31, 2023, we had unrecognized stock-based

compensation of $ 1,971,976 , which will be recognized over the weighted average remaining vesting period of 0.9 years.

Research and Development Rebate

We incurred expenses related to our Phase I clinical

trial of our concussion drug device combination that are eligible for the Australian research and development rebate which were recorded

as an offset to research and development expense as follows:

Schedule of research and development expense

Three Months Ended

Six Months Ended

Research and development expense offset

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

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Schedule of anti-dilutive shares

Three Months Ended October 31,

Six Months Ended January 31,

Options to purchase common stock

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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.

Reverse Split

At our annual stockholder meeting held on January

12, 2023, 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 in a range of not less than two shares and not

more than 200 shares at any time on or before December 31, 2023.

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.

Common Stock for Services

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Returned Shares

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

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.

purchased 2,233,591 shares at an average price of $0.20 per share for total proceeds to us of $ 441,030 during the six months ended January

31, 2023, pursuant to the LPC Purchase Agreement.

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

As of January 31, 2023, there was $ 7,788,704 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

See Note 11 for information regarding purchases subsequent to January 31, 2023.

Prevacus Option Agreement

On November 21, 2022,

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

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 was expensed as In-process research

and development expense in the quarter ended January 31, 2023.

The Parties agree that the compensation Odyssey will pay to Prevacus

for 100% of PRV-001 will be 2,000,000 shares of Odyssey Common Stock and the consideration for the enantiomer will be 1,000,000 shares

of Odyssey Common Stock.

The total purchase price will be net of any equity paid to purchase the Option.

Related Party

Due to Officers

The following amounts were due to officers for reimbursement of expenses

and were included in accounts payable within the accompanying consolidated 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

October 31, 2022

July 31, 2022

Christine Farrell, CFO

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Schedule of accrued wages

October 31, 2022

July 31, 2022

Christine Farrell, CFO

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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 .

These notes bear interest at 8 % per annum and are due March 31, 2023 .

Subsequent Events

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

Subsequent to January 31, 2023 and through March

17, 2023, we sold an additional 1,100,000 shares of our common stock to LPC for total proceeds of $115,270.

As of March 17, 2023, LPC

had purchased a total of 7,082,518 shares of our common stock for total proceeds of $2,576,566 and the remaining purchase availability

was $7,673,433 and the remaining shares available were 12,188,846.

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.

Pursuant to our agreement with Mast Hill, we are required to notify

Mast Hill of any draws on the LPC equity line of credit and at their request remit 30% of the proceeds.

As of March 17, 2023, we have

accrued $34,581.

On March 14, 2023, we entered into a Second Amendment

to the Convertible Promissory Note (the “Second Amendment”) to the Securities Purchase Agreement dated August 29, 2021, with

Pursuant to the Second Amendment, the parties agreed to extend the maturity date of the note to December 31, 2023.

As consideration,

the conversion price was amended to $0.20 per share from $0.30 per share and, upon execution, we converted $100,000 of the note into 500,000

shares of our Common Stock.

Subsequent to this conversion, $175,000 remained outstanding on the note.

In addition, Tysadco assigned this

note to ClearThink Capital Partners LLC.

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