Odyssey Health, Inc. 10-Q

Item 1. Financial Statements Odyssey Health, Inc. Consolidated Balance Sheets (Unaudited) April 30, July 31, 2023 2022 Assets Current assets: Cash $ 1,234 $ 72,534 Research and development rebate due from Australian government 294,654 366,475 Prepaid expenses and other current assets 91,251 87,408 Total current assets 387,139 526,417 Intangible assets, net of accumulated amortization of $ 3,468 and $ 1,960 48,769 43,260 Total assets $ 435,908 $ 569,677 Liabilities and Stockholders' Deficit Current liabilities: Accounts payable $ 1,913,679 $ 1,549,568 Accrued wages 1,162,844 896,700 Accrued interest 151,884 110,063 Asset purchase liability 1,125,026 1,125,026 Notes payable, officers and directors 125,000 125,000 Notes payable, net of unamortized beneficial conversion feature, debt discount and closing costs of $ 327,294 and $ 48,063 1,777,706 1,406,937 Total current liabilities 6,256,139 5,213,294 Commitments and contingencies (Note 4) – – 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, 78,107,879 and 77,860,563 shares issued and outstanding 78,108 77,861 Additional paid-in-capital 53,385,027 49,456,476 Accumulated deficit ( 59,283,366 ) ( 54,177,954 ) Total stockholders' deficit ( 5,820,231 ) ( 4,643,617 ) Total liabilities and stockholders' deficit $ 435,908 $ 569,677 The accompanying notes are an integral part of these consolidated financial statements. 3 Odyssey Health, Inc. Consolidated Statements of Operations and Comprehensive Loss (Unaudited) For the Three Months Ended April 30, For the Nine Months Ended April 30, 2023 2022 2023 2022 In-process research and development expense $ – $ – $ 170,000 $ – Research and development expense 35,040 63,139 393,144 846,366 General and administrative expense 1,059,570 2,803,397 4,095,763 5,425,523 Loss from operations ( 1,094,610 ) ( 2,866,536 ) ( 4,658,907 ) ( 6,271,889 ) Interest expense ( 189,415 ) ( 232,686 ) ( 454,907 ) ( 658,395 ) Other income (expense), net ( 79 ) ( 49 ) 8,402 492,026 Net loss and comprehensive loss $ ( 1,284,104 ) $ ( 3,099,271 ) $ ( 5,105,412 ) $ ( 6,438,258 ) Basic net loss per share $ ( 0.02 ) $ ( 0.04 ) $ ( 0.06 ) $ ( 0.07 ) Diluted net loss per share $ ( 0.02 ) $ ( 0.04 ) $ ( 0.06 ) $ ( 0.07 ) Shares used for basic net loss per share 83,162,747 83,948,500 81,835,188 88,843,353 Shares used for diluted net loss per share 83,162,747 83,948,500 81,835,188 88,843,353 The accompanying notes are an integral part of these consolidated financial statements. 4 Odyssey Health, Inc. Consolidated Statements of Stockholders' Deficit (Unaudited) Shares Dollars Additional Paid-In Capital Accumulated Deficit Total Equity (Deficit) Balances, July 31, 2022 77,860,563 $ 77,861 $ 49,456,476 $ ( 54,177,954 ) $ ( 4,643,617 ) Stock-based compensation 1,800,000 1,800 1,166,890 – 1,168,690 Common stock issued in equity financings 1,133,591 1,134 239,576 – 240,710 Return of reserved shares ( 8,800,000 ) ( 8,800 ) 8,800 – – Net loss – – – ( 2,149,580 ) ( 2,149,580 ) Balances, October 31, 2022 71,994,154 71,995 50,871,742 ( 56,327,534 ) ( 5,383,797 ) Stock-based compensation – – 659,846 – 659,846 Common stock issued in debt financing 213,725 213 13,230 – 13,443 Warrants issued in debt financing – – 345,135 – 345,135 Common stock issued in equity financings 1,100,000 1,100 199,220 – 200,320 Common stock issued in conversion of debt 1,500,000 1,500 298,500 – 300,000 Common stock issued in option purchase agreement 1,000,000 1,000 169,000 – 170,000 Net loss – – – ( 1,671,728 ) ( 1,671,728 ) Balances, January 31, 2023 75,807,879 75,808 52,556,673 ( 57,999,262 ) ( 5,366,781 ) Stock-based compensation 500,000 500 598,464 – 598,964 Common stock issued in equity financings 1,300,000 1,300 130,390 – 131,690 Common stock issued in conversion of debt 500,000 500 99,500 – 100,000 Net loss – – – ( 1,284,104 ) ( 1,284,104 ) Balances, April 30, 2023 78,107,879 $ 78,108 $ 53,385,027 $ ( 59,283,366 ) $ ( 5,820,231 ) Shares Dollars Additional Paid-In Capital Accumulated Deficit Total Equity (Deficit) Balances, July 31, 2021 87,191,168 $ 87,191 $ 42,879,278 $ ( 45,733,823 ) $ ( 2,767,354 ) Stock-based compensation – – 533,105 – 533,105 Common stock issued in debt financing 200,000 200 17,518 – 17,718 Common stock issued in equity financings 3,974,482 3,974 863,061 – 867,035 Return of reserved shares ( 350,000 ) ( 350 ) 350 – – Net loss – – – ( 1,646,274 ) ( 1,646,274 ) Balances, October 31, 2021 91,015,650 91,016 44,293,312 ( 47,380,097 ) ( 2,995,769 ) Stock-based compensation – – 511,310 – 511,310 Return of reserved shares ( 8,309,578 ) ( 8,309 ) 8,309 – – Net loss – – – ( 1,692,713 ) ( 1,692,713 ) Balances, January 31, 2022 82,706,072 $ 82,707 $ 44,812,931 $ ( 49,072,810 ) $ ( 4,177,172 ) Stock-based compensation – – 430,726 – 430,726 Common stock issue in connection with Prevacus milestone 1,000,000 1,000 ( 1,000 ) – – Common stock issued in for consulting services 3,000,000 3,000 1,607,000 – 1,610,000 Vesting of RSUs 500,000 500 ( 500 ) – – Common stock issued in debt financing 100,000 100 50,900 – 51,000 Common stock issued in equity financings 3,070,800 3,071 1,101,910 – 1,104,981 Return of shares to treasury ( 7,500,000 ) ( 7,500 ) 7,500 – – Net loss – – – ( 3,099,271 ) ( 3,099,271 ) Balances, April 30, 2022 82,876,872 $ 82,878 $ 48,009,467 $ ( 52,172,081 ) $ ( 4,079,736 ) The accompanying notes are an integral part of these consolidated financial statements. 5 Odyssey Health, Inc. Consolidated Statements of Cash Flows (Unaudited) For the Nine Months Ended April 30, 2023 2022 Cash flows from operating activities: Net loss $ ( 5,105,412 ) $ ( 6,438,258 ) Adjustments to reconcile net loss to net cash flows used in operating activities: Amortization 2,529 1,620 Stock-based compensation 2,427,500 3,085,141 Amortization of beneficial conversion feature, debt discount and closing costs 410,479 555,884 In-process research and development 170,000 – Asset purchase liability – ( 1,936 ) Changes in operating assets and liabilities: Increase in prepaid expenses and other current assets ( 3,843 ) ( 255,255 ) Decrease research and development rebate due from Australian government 71,821 – Increase (decrease) in accounts payable 364,111 ( 166,826 ) Increase in accrued wages 266,144 563,733 Increase in accrued interest 41,821 101,086 Net cash used in operating activities ( 1,354,850 ) ( 2,554,811 ) Cash flows from investing activities: Purchase of patents ( 8,038 ) ( 45,220 ) Net cash used in investing activities ( 8,038 ) ( 45,220 ) Cash flows from financing activities: Proceeds from notes payable 830,400 375,000 Principal payments made on notes payable ( 35,000 ) ( 37,269 ) Financing closing costs paid with cash ( 76,532 ) – Proceeds from equity financing 572,720 1,972,016 Net cash provided by financing activities 1,291,588 2,309,747 Decrease in cash ( 71,300 ) ( 290,284 ) Cash: Beginning of period 72,534 556,584 End of period $ 1,234 $ 266,300 Supplemental disclosure of cash and non-cash information: Cash paid for interest $ – $ 954 Common stock issued for debt financing commitment shares – 68,718 Common stock issued in conversion of debt 400,000 – Increase in principal of notes payable 185,000 – Shares returned to treasury 8,800 – Original issue discount on debt 69,600 – Stock issued in exchange for closing costs 13,443 – Warrants issued in connection with debt financing 345,135 – Common stock issued in option purchase agreement 170,000 – The accompanying notes are an integral part of these consolidated financial statements. 6 Odyssey Health, Inc. Notes to Consolidated Financial Statements (Unaudited) Note 1. Basis of Presentation, Nature of Operations and Going Concern Basis of Presentation The accompanying financial information of Odyssey 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 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 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 Our business model is to develop or acquire unique medical-related products, engage third parties to manufacture such products and then distribute the products through various distribution channels, including third parties. We are developing potentially life-saving technologies: the CardioMap® heart monitoring and screening 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 has received regulatory clearance or approval for commercial sale. We plan to license, improve, and develop our products and identify and select distribution channels. 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 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 nine months ended April 30, 2023, and we had an accumulated deficit of $ 59,283,366 as of April 30, 2023. For 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. 7 The operating deficit indicates substantial doubt about our ability to continue as a going concern. Our continued existence depends on the success of our efforts to raise additional capital necessary to meet our obligations as they come due and to obtain sufficient capital to execute our business plan. We may obtain capital primarily through issuances of debt or equity or entering into collaborative arrangements with corporate partners. There can be no assurance that we will be successful in completing additional financing or collaboration transactions or, if financing is available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we may be required to further scale down or perhaps even cease operations. The issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments. Our financial statements do not include adjustments that might result from the outcome of this uncertainty. If we are unable to raise additional capital by 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. Note 2. New Accounting Pronouncement ASU 2020-06 In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40),” which simplifies the accounting for convertible instruments, reduces complexity for preparers and practitioners and improves the decision usefulness and relevance of the information provided to financial statement users. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. We have not yet determined the impact of adopting this standard on our financial position, results of operations or cash flows. Note 3. Intangible Assets 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, 2023 2022 2023 2022 Amortization expense $ 1,022 $ 892 $ 2,529 $ 1,620 Future amortization of intangible assets is as follows: Schedule of future amortization of intangible assets Remainder of fiscal 2023 $ 889 Fiscal 2024 3,550 Fiscal 2025 3,550 Fiscal 2026 3,550 Fiscal 2027 3,550 Thereafter 33,680 Total amortization expense $ 48,769 8 Note 4. Fair Value 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 2 – Observable inputs other than quoted prices within Level 1 for similar assets and liabilities. These include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. If the asset or liability has a specified or contractual term, the input must be observable for substantially the full term of the asset or liability. Level 3 – 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. Further, although we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the 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 nine months ended April 30, 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 April 30, 2023. Contingent Liabilities At April 30, 2023 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 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 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 We have fixed-rate debt that is reported on our accompanying 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: Schedule of fixed-rate debt April 30, 2023 July 31, 2022 Carrying value $ 2,230,000 $ 1,580,000 Fair value $ 2,230,000 $ 1,580,000 9 Note 5. Debt 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, 2022. 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 to June 30, 2023. As consideration, the consultant was granted a five-year stock option for 50,000 shares of common stock at $0.17 per share. 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 (“LGH”). Pursuant to Amendment No. 3, the maturity date of the note was extended 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 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, 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. All other terms and conditions remain the same. 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. Pursuant 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. 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 on the note. In addition, Tysadco assigned this note to ClearThink Capital Partners, LLC. Directors and Officers Promissory Note Amendments 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. 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. 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. In connection with the Mast Hill agreement, we issued Carter Terry & Company, Inc. 213,725 shares of our common stock valued at $ 13,443 . 10 Notes Payable The following notes payable were outstanding: Schedule of Notes Payable April 30, 2023 July 31, 2022 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 $ 1,030,000 $ 1,180,000 Promissory notes issued to officers and directors due June 30, 2023 with a fixed interest rate of 8.0% per annum (see Note 10) 125,000 125,000 Promissory note with an interest rate of 8% per annum due June 30, 2023 30,000 – 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 175,000 275,000 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 870,000 – 2,230,000 1,580,000 Unamortized debt discount and closing costs ( 327,294 ) ( 48,063 ) $ 1,902,706 $ 1,531,937 Note 6. Stock-Based Compensation 2021 Omnibus Stock Incentive Plan 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 awards. 700,000 shares have been granted outside the plan. Stock Options Stock option activity during the nine months ended April 30, 2023 was as follows: Schedule of stock option activity Number of Weighted Average Options Exercise Price Options outstanding at July 31, 2022 6,645,000 $ 0.46 Options granted 5,450,000 0.25 Options expired or canceled ( 1,275,000 ) 0.39 Options outstanding at April 30, 2023 10,820,000 $ 0.36 Criteria used for determining the Black-Scholes value of options granted during the nine months ended April 30, 2023 were as follows: Schedule of assumptions Expected stock price volatility 145 % - 151 % Risk free interest rate 2.97 % - 4.25 % Expected life of options (years) 5.0 – 10.0 Expected dividend yield – 11 Restricted Stock Units (“RSUs”) RSU activity during the nine months ended April 30, 2023 was as follows: Schedule of RSU activity Number of Weighted Average RSUs Exercise Price RSUs outstanding at July 31, 2022 2,189,695 $ 0.23 RSU issued 2,800,000 0.30 RSUs vested ( 500,807 ) 0.60 RSUs forfeited ( 1,000,000 ) 1.10 RSUs outstanding at April 30, 2023 3,488,888 $ 0.26 Warrants Warrant activity during the nine months ended April 30, 2023 was as follows: Schedule of warrant activity Number of Warrants Weighted Average Exercise Price Warrants outstanding at July 31, 2022 7,558,607 $ 0.69 Warrants issued 6,000,000 0.20 Warrants outstanding at April 30, 2023 13,558,607 $ 0.47 Unrecognized Compensation Costs 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. Note 7. 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 April 30, Nine Months Ended April 30, 2023 2022 2023 2022 Research and development expense offset $ 16,999 $ 192,001 $ 340,262 $ 467,113 12 Note 8. 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 anti-dilutive. The following anti-dilutive securities were excluded from the calculations of diluted net loss per share: Schedule of anti-dilutive shares Nine Months Ended April 30, 2023 2022 Options to purchase common stock 10,820,000 2,275,000 Shares issuable upon conversion of convertible notes and related accrued interest 14,520,000 2,326,000 Warrants to purchase common stock 13,558,607 6,356,066 Restricted stock units 3,488,888 3,103,876 Total potentially dilutive securities 42,387,495 14,060,942 Note 9. Common Stock 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 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 shares of our common stock valued at $ 8,800 to treasury and all rights, title and interest in the shares were relinquished. Lincoln Park 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. 13 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 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. 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. financing; · 1,500,000 shares upon the conversion by LGH of $ 300,000 of their outstanding convertible note; and · 500,000 shares upon the conversion by Tysadco of $ 100,000 of their outstanding convertible note. 10. Related Party Transactions 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: Schedule of related party payables April 30, 2023 July 31, 2022 Joseph M. Redmond , CEO $ 9,919 $ 2,642 Christine Farrell , CFO 7,933 745 $ 17,852 $ 3,387 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, 2023 July 31, 2022 Joseph M. Redmond, CEO $ 835,308 $ 696,154 Christine Farrell, CFO 201,925 124,617 $ 1,037,233 $ 820,771 Promissory Notes In December 2021, we entered into a total of five promissory notes with three of our directors and two officers. Mr. Joseph Michael Redmond, President and Chief Executive Officer, Ms. Christine M. Farrell, Chief Financial Officer, Mr. Jerome H. Casey, Director, Mr. John P. Gandolfo, Director, and Mr. Ricky W. Richardson, Director, each loaned us $ 25,000 for total proceeds of $ 125,000 . These notes bear interest at 8 % per annum and are due June 30, 2023 . Note 11. Subsequent Events 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 of $36,000. 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 L.P. 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. 14