What changed in this filing

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Item 1. Financial Statements

2023-06-14 compared with 2023-03-17 · 207 added, 135 removed, 349 unchanged (49% of the section changed)

14 unchanged sentences

Notes payable, officers and directors

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

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

Notes payable, net of unamortized beneficial conversion feature, debt discount and closing costs of $ 327,294 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,

75,807,879 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, 78,107,879 and 77,860,563 shares issued and outstanding

Additional paid-in-capital

11 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

In-process research and development expense

7 unchanged sentences

Interest expense

Other income, net

Other income (expense), net

Net loss and comprehensive loss

11 unchanged sentences

Consolidated Statements of Stockholders' Deficit

Paid-In Capital

Accumulated Deficit

Balances, July 31, 2022

21 unchanged sentences

( 5,366,781 )

Stock-based compensation

Common stock issued in equity financings

Common stock issued in conversion of debt

( 1,284,104 )

Balances, April 30, 2023

$ ( 59,283,366 )

$ ( 5,820,231 )

Paid-In Capital

Accumulated Deficit

Balances, July 31, 2021

$ ( 45,733,823 )

$ ( 2,767,354 )

Stock-based compensation

Common stock issued in debt financing

Common stock issued in equity financings

Return of reserved shares

( 1,646,274 )

Balances, October 31, 2021

( 47,380,097 )

( 2,995,769 )

Stock-based compensation

Return of reserved shares

( 8,309,578 )

( 1,692,713 )

Balances, January 31, 2022

$ ( 49,072,810 )

$ ( 4,177,172 )

Stock-based compensation

Common stock issue in connection with Prevacus milestone

Common stock issued in 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 )

The accompanying notes are an integral part

2 unchanged sentences

Consolidated Statements of Cash Flows

For the Six Months Ended January 31,

For the Nine Months Ended April 30,

Cash flows from operating activities:

3 unchanged sentences

Stock-based compensation

Common stock issued for debt financing

Amortization of beneficial conversion feature, debt discount and closing costs

24 unchanged sentences

Cash paid for interest

Common stock issued for debt financing commitment shares

Common stock issued in conversion of debt

29 unchanged sentences

Our significant accounting policies have not changed

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.

during the nine months ended April 30, 2023, from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2022.

Nature of Operations

10 unchanged sentences

and identify and select distribution channels.

We intend to establish agreements with distributors to get products to market quickly,

as well as to undertake and engage in our own direct marketing efforts.

We will determine the most effective method of distribution for

each unique product that we include in our portfolio.

We will engage third-party research and development firms who specialize in the

creation of our products to assist us in the development of our own products, and we will apply for trademarks and patents once we have

developed proprietary products.

We intend to establish agreements with distributors to get products to market quickly and

undertake and engage in our own direct marketing efforts.

We will determine the most effective distribution method for each unique product

that we include in our portfolio.

We will engage third-party research and development firms who specialize in the creating of our products

to assist us in the developing our own products, and we will apply for trademarks and patents once we have developed proprietary products.

We are not currently selling or marketing any

3 unchanged sentences

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.

ended July 31, 2022, or the nine months ended April 30, 2023, and we had an accumulated deficit of $ 59,283,366 as of April 30, 2023.

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

Cash available at

April 30, 2023, of $ 1,234 will not provide enough working capital to meet our current operating expenses through June 14, 2024.

The operating deficit indicates substantial doubt

16 unchanged sentences

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.

June 14, 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, 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”).

Due to the limitations in the equity line of credit, we may need to do one or more of the following during

the fourth quarter of 2023;

secure additional debt financing, secure additional equity financing, secure a strategic partner, reduce our

operating expenditures, or seek bankruptcy protection.

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

14 unchanged sentences

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

19 unchanged sentences

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 six

months ended January 31, 2023, or the year ended July 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 nine months ended

April 30, 2023, or the year ended July 31, 2022.

The carrying values of

1 unchanged sentence

No changes were made

to our valuation techniques during the quarter ended January 31, 2023.

to our valuation techniques during the quarter ended April 30, 2023.

Contingent Liabilities

5 unchanged sentences

the current status of the project (Level 3).

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 determined the value was zero as of both April 30, 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.

consideration at April 30, 2023 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 as of

both April 30, 2023 and July 31, 2022, as it is not

yet probable that any of the milestones will be met.

Fixed-Rate Debt

12 unchanged sentences

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.

On January 31, 2023, the note was extended to June 30,

As consideration, the consultant was granted a five-year stock option for 50,000 shares of common stock at $0.17 per share.

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,

Pursuant to the Amendment No.

On September 29, 2022, we entered into Amendment

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

Pursuant to 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.

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 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,

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

Pursuant to the Amendment No.

4, the maturity date of the note was extended to March 31, 2023 .

As consideration, we paid $ 35,000

towards the principal amount outstanding and $ 50,000

was added to the principal amount outstanding.

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

On March 31, 2023, we

entered into Amendment No.

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

to the Amendment No.

5, the maturity date of the note was extended to June 30, 2023 .

As consideration, $ 20,000 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.

5 and the conversion, $ 1,030,000 remained

outstanding on the convertible note.

Tysadco Partners, LLC/ClearThink Capital

Partners, LLC

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

Tysadco Partners, LLC (“Tysadco”).

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

In addition, Tysadco assigned this note to ClearThink Capital Partners, LLC.

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.

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.

On March 31, 2023, 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, June 3,

2022, September 30, 2022 and December 31, 2022, with three directors and two officers to extend the maturity date to June 30, 2023.

other terms and conditions remain the same.

Mast Hill Fund L.P.

7 unchanged sentences

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.

In connection with the Mast Hill agreement,

we issued Carter Terry & Company, Inc.

213,725 shares of our common stock valued at $ 13,443 .

Notes Payable

1 unchanged sentence

Schedule of Notes Payable

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)

Convertible note issued to LGH due June 30, 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 June 30, 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 30, 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

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 $0.20 per share

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

2021 Omnibus Stock Incentive Plan

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.

At April 30, 2023, 20,000,000

shares of our common stock were reserved for issuance pursuant to the 2021 Plan and no remaining shares are available for future

shares have been granted outside the plan.

Stock Options

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

was as follows:

Stock option activity during the nine months ended April 30, 2023 was

Schedule of stock option activity

3 unchanged sentences

Options granted

Options expired or cancelled

Options expired or canceled

( 1,275,000 )

Options outstanding at January 31, 2023

Options outstanding at April 30, 2023

Criteria used for determining the Black-Scholes

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

value of options granted during the nine months ended April 30, 2023 were as follows:

Schedule of assumptions

6 unchanged sentences

Restricted Stock Units (“RSUs”)

RSU activity during the six months ended January

RSU activity during the nine months ended April

30, 2023 was as follows:

Schedule of RSU activity

Weighted Average

Exercise Price

RSUs outstanding at July 31, 2022

1 unchanged sentence

( 1,000,000 )

RSUs outstanding at January 31, 2023

Warrant activity during the six months ended

January 31, 2023 was as follows:

RSUs outstanding at April 30, 2023

Warrant activity during the nine months ended

April 30, 2023 was as follows:

Schedule of warrant activity

2 unchanged sentences

Warrants issued

Warrants outstanding at January 31, 2023

Warrants outstanding at April 30, 2023

Unrecognized Compensation Costs

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

At April 30, 2023, we had unrecognized stock-based

compensation of $ 1,742,045 , which will be recognized over the weighted average remaining vesting period of 0.78 years.

5 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Research and development expense offset

3 unchanged sentences

Potentially dilutive common stock and

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

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

The following anti-dilutive securities were excluded

1 unchanged sentence

Schedule of anti-dilutive shares

Six Months Ended January 31,

Nine Months Ended April 30,

Options to purchase common stock

21 unchanged sentences

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

In September and October 2022 and March 2023,

in connection with entering into consulting agreements, we issued consultants 2,300,000 restricted shares of our common stock valued at

an average price of $0.19 per share for a total value of $ 433,800 which was included in general and administrative expense in the quarter

ended April 30, 2023.

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.

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 January 31, 2023, there was $ 7,788,704 of remaining purchase availability related

to the LPC Purchase Agreement.

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

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

were relinquished.

Pursuant to the LPC Purchase Agreement, LPC purchased

3,533,591 shares at an average price of $0.16 per share for total proceeds to us of $ 572,720 during the nine months ended April 30, 2023.

As of April 30, 2023, there was $ 7,657,014 of remaining purchase availability related to the LPC Purchase Agreement.

Prevacus Option Agreement

1 unchanged sentence

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.

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

If we choose to exercise the option on either of the assets, we will complete the purchase within 90 days of exercising

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 nine months ended April 30, 2023.

The Parties agree that

the compensation Odyssey will pay to Prevacus for 100% of PRV-001 will be 2,000,000

shares of our common stock and the consideration for the enantiomer will be 1,000,000

shares of our common stock.

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

Related Party

Common Stock Issued

in Connection with Debt Financings

As discussed above in

Note 5, we issued the following shares of our common stock in connection with debt financings during the nine months ended April 30, 2023:

· 213,725 shares with a value of $ 13,443 issued

to Carter Terry & Company, Inc.

in connection with Mast Hill Fund, L.P.

· 1,500,000 shares upon the conversion by LGH of

$ 300,000 of their outstanding convertible note;

· 500,000 shares upon the conversion by Tysadco

of $ 100,000 of their outstanding convertible note.

Related Party Transactions

Due to Officers

2 unchanged sentences

Schedule of related party payables

Redmond , CEO

Christine Farrell , CFO

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:

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

8 unchanged sentences

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

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

These notes bear interest at 8 % per annum and are due June 30, 2023 .

Subsequent Events

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.

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.

On June 9, 2023, we entered into Amendment No.

2 to our $30,000 promissory note with a consultant in which we converted the loan into 300,000 shares of our common stock with a value

On June 13, 2023, we entered into Amendment No.

1 to the Promissory Note (the “Amendment”) to the Securities Purchase Agreement dated December 13, 2022, with Mast Hill Fund

Pursuant to the Amendment we (i) increased the principal balance by $50,0000 to a total of $920,000, (ii) issued a common stock

purchase warrant to Mast Hill Fund L.P.

for the purchase of 1,000,000 shares of our common stock at $0.20 per share, (iii) extended the

maturity dated to June 13, 2024, (iv) extended the amortization payments, and (v) changed the terms of the repayment from proceeds from

other sources.

Subsequent to April 30, 2023 and through June

14, 2023, we sold 100,000 shares of our common stock to LPC for total proceeds of $7,500.

As of June 14, 2023, LPC had purchased a total

of 7,382,518 shares of our common stock for total proceeds of $2,600,486 and the remaining purchase availability was $7,649,514 and the

remaining shares available were 11,888,846.

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