What changed in this filing

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Item 1. Financial Statements

2023-12-15 compared with 2023-06-14 · 393 added, 336 removed, 220 unchanged (77% of the section changed)

1 unchanged sentence

Odyssey Health, Inc.

and Subsidiaries

Consolidated Balance Sheets

Current assets:

Research and development rebate due from Australian government

Research and development rebate due from the Australian government

Prepaid expenses and other current assets

8 unchanged sentences

Notes payable, officers and directors

Notes payable, net of unamortized beneficial conversion feature, debt discount and closing costs of $ 327,294 and $ 48,063

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

and closing costs of $ 177,126 and $ 280,340

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

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

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 81,734,061 and 79,067,879 shares issued

and outstanding

Additional paid-in-capital

9 unchanged sentences

Odyssey Health, Inc.

Consolidated Statements of Operations and Comprehensive

For the Three Months Ended

For the Nine Months Ended

In-process research and development expense

Research and development expense

General and administrative expense

and Subsidiaries

Consolidated Statements of Operations

For the Three Months Ended October 31,

Research and development

Stock-based compensation

General and administrative

Loss from operations

( 2,077,804 )

( 2,866,536 )

( 4,658,907 )

( 6,271,889 )

Gain on sale of asset

Interest expense

Other income (expense), net

Net loss and comprehensive loss

$ ( 538,035 )

$ ( 2,149,580 )

$ ( 5,105,412 )

$ ( 6,438,258 )

Basic net loss per share

5 unchanged sentences

Odyssey Health, Inc.

Consolidated Statements of Stockholders' Deficit

Paid-In Capital

Accumulated Deficit

and Subsidiaries

Consolidated Statements of Stockholders’

Additional Paid-In

Balances, July 31, 2023

2 unchanged sentences

Stock-based compensation

Common stock issued upon conversion of debt

Common stock issued in equity financings

Return of reserved shares

( 8,800,000 )

( 2,149,580 )

Balances, October 31, 2022

( 56,327,534 )

( 5,383,797 )

Stock-based compensation

Common stock issued in debt financing

Warrants exercised in connection with debt financing

Warrants issued in debt financing

Common stock issued in equity financings

Common stock issued in conversion of debt

Common stock issued in option purchase agreement

( 1,671,728 )

Balances, January 31, 2023

( 57,999,262 )

( 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 )

Return of shares

Balances, October 31, 2023

1 unchanged sentence

$ ( 6,218,273 )

Stock-based compensation

Return of reserved shares

( 8,309,578 )

( 1,692,713 )

Balances, January 31, 2022

Additional Paid-In

Balances, July 31, 2022

$ ( 54,177,954 )

1 unchanged sentence

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

Return of shares

( 8,800,000 )

1 unchanged sentence

( 2,149,580 )

Balances, April 30, 2022

Balances, October 31, 2022

$ ( 56,327,534 )

3 unchanged sentences

Odyssey Health, Inc.

and Subsidiaries

Consolidated Statements of Cash Flows

For the Nine Months Ended April 30,

For the Three Months Ended October 31,

Cash flows from operating activities:

2 unchanged sentences

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

Amortization of intangible assets

Stock-based compensation

Financing costs paid via issuance of common stock

Amortization of beneficial conversion feature, debt discount and closing costs

In-process research and development

Asset purchase liability

Changes in operating assets and liabilities:

Increase in prepaid expenses and other current assets

Decrease research and development rebate due from Australian government

Increase (decrease) in accounts payable

Increase in accrued wages

(Increase) decrease in prepaid expenses and other current assets

Increase in research and development rebate due

Increase in accounts payable

Increase (decrease) in accrued wages

Increase in accrued interest

Net cash used in operating activities

( 1,354,850 )

( 2,554,811 )

Cash flows from investing activities

Purchase of patents

Purchase of intellectual property

Net cash used in investing activities

1 unchanged sentence

Proceeds from notes payable

Principal payments made on notes payable

Financing closing costs paid with cash

Principal and interest payments made on notes payable

Proceeds from equity financing

Net cash provided by financing activities

Decrease in cash

Increase (decrease) in cash and cash equivalents

Cash and cash equivalents:

Beginning of period

End of period

Supplemental disclosure of cash and non-cash information:

Cash paid for interest

Common stock issued for debt financing commitment shares

Common stock issued in conversion of debt

Supplemental disclosure of non-cash information:

Increase in principal of notes payable

Shares returned to treasury

Original issue discount on debt

Stock issued in exchange for closing costs

Return of shares

Shares issued for exercised warrants

Debt principal, interest and fees converted to common stock

Warrants issued in connection with debt financing

Common stock issued in option purchase agreement

The accompanying notes are an integral part

1 unchanged sentence

Odyssey Health, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Basis of Presentation,

Nature of Operations and Going Concern

Basis of Presentation and Nature of Operations

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.

The accompanying consolidated financial information

of Odyssey Health, Inc.

and our wholly-owned subsidiary Odyssey Group International Australia, Pty Ltd, (collectively, the “Company”)

is unaudited and has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").

All intercompany balances and transactions

have been eliminated.

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

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

flows for the interim periods.

The consolidated financial information as of July 31, 2023 is derived from our 2023 Annual Report on Form

The consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and

the notes thereto included in our 2023 Annual Report on Form 10-K filed with the SEC on October 30, 2023.

The consolidated 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.

during the three months ended October 31, 2023 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2023.

On October 4, 2023, we uplisted to the OTCQB Market.

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

Our corporate mission is to create or acquire

distinct assets, intellectual property, and technologies with an emphasis on acquisition targets that have clinical utility and will generate

positive cash flow.

Our business model is to develop or acquire medical related products, engage third parties to manufacture such products

and then distribute the products through various distribution channels, including third parties.

We have three different life saving technologies;

the CardioMap® heart monitoring and screening device, the Save a Life choking rescue device and a unique neurosteroid drug compound

intended to treat concussions and rare brain disorders.

Currently no research and development activities are being incurred on the CardioMap®

or the Save a Life devices.

On October 4, 2023, we entered into an Asset

Purchase Agreement (the “Purchase Agreement”) with Oragenics, Inc.

(“Oragenics” the

“Purchaser”).

Pursuant to the Purchase Agreement, we have agreed to sell and assign certain assets and certain

liabilities related to a segment of our business focused on developing medical products that treat brain related illnesses and

diseases (the “Purchased Assets”) to Oragenics in exchange for (i) $ 1,000,000

in cash and 8,000,000

shares of convertible Series F Preferred Stock.

has been received, with $ 500,000

due the earlier of, stockholder approval of the sale of the asset or 90 days from the signing.

The closing is expected to be at the

end of the fourth calendar quarter of 2023, subject to the satisfaction of customary closing conditions.

We intend to acquire other technologies and assets

and plan to be a trans-disciplinary product development company involved in the discovery, development and commercialization of products

and technologies that may be applied over various medical markets.

We plan to license, improve and/or develop our products 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 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 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

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.

will be required to sell in the United States.

In addition, it would require additional European union or country specific clearance or

approvals to sell internationally.

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.

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

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.

ended July 31, 2023, or the three months ended October 31, 2023, and we had an accumulated deficit of $ 60,635,410 as of October 31, 2023.

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

Cash available

at October 31, 2023, of $ 197,882 will not provide enough working capital to meet our current operating expenses through the second quarter

of fiscal 2024.

The operating deficit and cash balance at October

31, 2023 indicate 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 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 consolidated financial statements do

not include adjustments that might result from the outcome of this uncertainty.

We are continually adjusting our business plan

to reflect our current liquidity expectations.

Due to the unknown and volatile nature of the stock price and trading volume of our common

1 unchanged sentence

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

Pronouncement

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

ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal

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

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 Pronouncements

In August 2020, the Financial Accounting Standards

Board (“ FASB”) issued Accounting Standards Update (“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.

We have not yet determined

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

Intangible Assets

Intangible assets consisted of costs related to

2 unchanged sentences

Schedule of amortization expense

Three Months Ended April 30,

Nine Months Ended April 30,

Three Months Ended October 31,

Amortization expense

3 unchanged sentences

Total amortization expense

Asset Purchase Agreement with Oragenics,

On October 4, 2023, we entered into an Asset

Purchase Agreement with Oragenics.

Pursuant to the Purchase Agreement, we have agreed to sell and assign the Purchased Assets related to a segment of our business focused on developing medical products that treat brain related

illnesses and diseases to Oragenics in exchange for (i) $ 1,000,000

in cash and 8,000,000

shares of convertible Series F Preferred Stock.

The Purchased Assets include drug candidates for treating mild traumatic brain

injury (“mTBI”), also known as concussion, and for treating Niemann Pick Disease Type C (“NPC”), as well as our proprietary powder

formulation and its nasal delivery device.

We received $ 500,000

upon the execution of the Purchase Agreement on October 4, 2023 and will receive the additional $ 500,000

upon the earlier of (a) the closing of the Purchase Agreement (the “Closing”), (b) within three business days after the

date that we have obtained our stockholders’ approval for the transaction or (c) immediately upon the Purchaser’s

wrongful termination of the Purchase Agreement in breach of the Purchase Agreement.

The closing is expected to be at the end of the

fourth calendar quarter of 2023, subject to the satisfaction of customary closing conditions, which include:

(1) we shall have obtained

all required consents to the Purchase Agreement;

(2) we shall have obtained stockholder approval to the Purchase Agreement;

(3) the Oragenics’

shareholders shall have approved (a) the increase in authorized Common Stock from 4,166,666 to 350,000,000 shares, and (b) the

conversion of the Series F Preferred Stock into Common Stock;

(4) no material adverse change shall have occurred to the Purchased Assets;

(5) Oragenics must have at least $5,000,000 in cash at Closing;

and (6) Oragenics must have completed its due diligence of the Purchased

Assets to its satisfaction.

At the closing, Oragenics will issue 8,000,000

shares of convertible Series F Preferred Stock to us.

A number equal to 19.9% of Oragenics shares of common stock outstanding will be

automatically converted into common stock at that time.

As of December 14, 2023, Oragenics common stock traded at $5.43 per share.

The remaining shares of convertible Series F

Preferred Stock will convert upon certain listing and change in control criteria being achieved.

The fair value of financial assets and liabilities

15 unchanged sentences

We did not have any transfers

of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2 or Level 3 during the nine months ended

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

of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2, or Level 3 during the three months ended

October 31, 2023, or the year ended July 31, 2023.

The carrying values of

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

cash, prepaid expenses and other current assets, 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.

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

Contingent Liabilities

5 unchanged sentences

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 determined the value was zero at both periods since it is not yet probable that we will

file for FDA clearance.

We also had contingent

consideration at April 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.

consideration at October 31, 2023 and July 31, 2023 related to milestones in our Asset Purchase Agreement with Prevacus, Inc.

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

status of the project (Level 3).

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

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

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.

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

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:

Schedule of fixed rate long term debt

October 31, 2023

July 31, 2023

Carrying value

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,

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,

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

3 unchanged sentences

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.

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

19 unchanged sentences

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 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.

On July 6, 2023, we entered into Amendment No.

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

Pursuant to the Amendment No.

6, the maturity date of the note was extended to December 31, 2023 .

As consideration, $ 25,000 was added to the principal amount outstanding

and interest shall be charged on the unpaid principal amount at the rate of 8 % per annum from July 6, 2023.

All other terms and conditions

remain the same.

Subsequent to Amendment No.

6, $ 1,055,000 remained outstanding on the convertible note.

On August 28, 2023, we paid LGH $ 30,000 of principal

on their outstanding promissory note due December 31, 2023 .

Following this payment, $ 1,025,000 of principal remained outstanding.

Directors and Officers Promissory Notes

On December 21, 2021,

and December 22, 2021, we entered into a total of five Promissory Notes (the “Promissory Notes”) with three of our directors

and two officers.

Joseph Michael Redmond,

President and Chief Executive Officer, Ms.

Farrell, Chief Financial Officer, Mr.

Casey, Director, Mr.

Director, and Mr.

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

The Promissory Notes bear interest

at 8 % per annum and were originally due March 31, 2022.

On October 19, 2023, John Gandolfo, former director,

exercised his option to convert his convertible note of $ 25,000 plus $ 3,655 of accrued interest into 238,792 shares of common stock at

$0.12 per share.

On November 1, 2023, we entered into four Promissory

Note Amendments (the “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, December 30, 2022, March 31, 2023 and June 30, 2023, with two directors and two officers.

Pursuant to the Amendments, the maturity date of the Promissory Notes was extended to January 31, 2024 and the note holder may convert

the note into shares of our common stock prior to maturity at a conversion price of $0.12 per share.

All other terms and conditions remain

At October 31, 2023 and

July 31, 2023, we had $ 14,859 and $ 16,058 , respectively, of accrued interest related to these Promissory Notes.

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

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

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

2 unchanged sentences

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

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

1 to the SPA dated December 13, 2022.

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

to be amortized over the life of the note, (ii) issued a five-year 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 with a fair value of $ 28,448 , (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.

On August 7, 2023, Mast Hill converted their outstanding

warrant exercisable for 2,000,000 shares in a cashless exercise.

The conversion resulted in the purchase of 1,610,390 shares of our common

stock at an exercise price of $0.075 per share.

Following this conversion, no shares remained available pursuant to this warrant.

On September 13, 2023, we paid Mast Hill $ 100,000

in principal and $ 26,382 in interest and on October 6, 2023, we paid Mast Hill $ 44,896 of principal and $ 5,167 of interest.

On October 9, 2023, Mast Hill converted $ 47,653

of principal, $ 637 of accrued interest and $ 1,750 of fees into 417,000 shares of our common stock at $0.12 per share.

Following these repayments and conversion, at

October 31, 2023 there was $ 727,451 of principal outstanding and no accrued interest outstanding.

Accredited Investors Note Purchase Agreement

On July 7, 2023, we received a $ 150,000 advance

from an accredited investor related to a $ 500,000 Note Purchase Agreement (the “NPA”) entered into with two accredited investors

on August 15, 2023, at which time the additional $ 350,000 was received.

Pursuant to the terms and conditions of the

NPA (i) the note is due and payable in full on or after the later of August 15, 2024 or upon completion of a Senior Exchange Listing

of, or a Spinout (“Spinco”) of, our ONP Technology, (ii) interest shall accrue at a rate of 12% per annum, (iii) the

note is convertible at the investor’s option into shares of Spinco common stock at a price that is 70% of Spinco’s IPO

price, and (iv) Common Stock Purchase Warrants which permit each investor to acquire a number of shares of common stock of Spinco

equal to 200% of such investor’s original face amount of the loan divided by the IPO price of Spinco.

Notes Payable

1 unchanged sentence

Schedule of notes payable

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 $0.20 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

October 31, 2023

July 31, 2023

Convertible note issued to LGH due December 31, 2023, with a set interest amount of $84,000 through July 7, 2023, then an interest rate of 8.0% per annum of the then outstanding principal of $1,055,000 and convertible at $0.12 per share

Promissory notes issued to officers and directors due January 31, 2024, with an interest rate of 8.0% per annum

Note purchase agreement issued to two accredited investors due August 15, 2024, with an interest rate of 12% per annum

ClearThink convertible promissory note due December 31, 2023, with a set interest amount of $20,000 and convertible at $0.20 per share

Mast Hill convertible promissory note due June 13, 2024, with an interest rate of 10% per annum and convertible at $0.12 per share

Unamortized beneficial conversion feature, debt discount and closing costs

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

shares have been granted outside the plan.

At October 31, 2023, 19,475,000 shares of our

common stock were reserved for issuance pursuant to the 2021 Plan and no shares remained available for future awards.

Stock Options

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

Stock option activity during the quarter ended October 31, 2023 was

Schedule of stock option activity

Weighted Average

Exercise Price

Weighted Average Exercise Price

Options outstanding at July 31, 2023

Options granted

Options expired or canceled

( 1,275,000 )

Options outstanding at April 30, 2023

Options expired or cancelled

Options outstanding at October 31, 2023

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

value of options granted were as follows:

Schedule of black scholes

value of options granted

Quarter Ended

October 31, 2023

Expected stock price volatility

145 % - 151 %

Risk free interest rate

2.97 % - 4.25 %

Expected life of options (years)

1 unchanged sentence

Restricted Stock Units (“RSUs”)

RSU activity during the nine months ended April

RSU activity during the quarter ended October

31, 2023 was as follows:

Schedule of RSU activity

Number of RSUs

Weighted Average

Exercise Price

RSUs outstanding at July 31, 2023

RSUs forfeited

( 1,000,000 )

RSUs outstanding at April 30, 2023

Warrant activity during the nine months ended

April 30, 2023 was as follows:

RSUs outstanding at October 31, 2023

Schedule of warrant activity

Number of Warrants

Weighted Average Exercise Price

Warrants outstanding at July 31, 2023

Warrants issued

Warrants outstanding at April 30, 2023

Warrants exercised

( 1,610,390 )

Warrants cancelled

Warrants outstanding at July 31, 2023

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.

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

Nine Months Ended

Research and development expense offset

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

compensation of $ 693,073 , which will be recognized as a component of general and administrative expenses over the weighted average remaining

vesting period of 0.31 years.

Net Loss Per Share

2 unchanged sentences

Potentially dilutive common stock and

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

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

The following anti-dilutive securities were excluded

1 unchanged sentence

Schedule of anti-dilutive shares

Nine Months Ended April 30,

Three Months Ended October 31,

Options to purchase common stock

1 unchanged sentence

Warrants to purchase common stock

Restricted stock units

Unvested restricted stock units

Total potentially dilutive securities

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.

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

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

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.

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.

Research and Development Rebate

In the first quarter of fiscal 2024, we incurred

$ 25,843 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 $ 12,534 , which was recorded as an offset to research and development expense during

the quarter ended October 31, 2023.

Lincoln Park Capital Fund, LLC (“LPC”)

purchased 500,000 shares at an average price of $0.092 per share for total proceeds to us of $ 45,820 during the quarter ended October

31, 2023 pursuant to the LPC Purchase Agreement.

As of October 31, 2023, there was $ 7,603,694 of remaining purchase availability and the

remaining shares available were 11,388,846 related to the LPC Purchase Agreement.

On August 7, 2023, Mast Hill converted their outstanding

warrant exercisable for 2,000,000 shares in a cashless exercise.

The conversion resulted in the purchase of 1,610,390 shares of our common

stock at an exercise price of $0.075 per share.

Following this conversion, no shares remained available pursuant to this warrant.

On October 9, 2023, Mast Hill converted $ 42,653

together with $ 637 of interest and $ 1,750 of fees for a total of $ 50,040 being converted into 417,000 shares of common stock at a conversion

price of $0.12 per share.

Following this conversion, $ 727,451 of principal remained outstanding.

Return of Shares

On August 24, 2023, Tysadco voluntarily returned

100,000 shares of our common stock following their inadvertent sale of shares of our common stock exceeding predetermined limits.

Convertible Note Payable

On October 19, 2023, John Gandolfo, former director,

exercised his option to convert his convertible note of $ 25,000 plus $ 3,655 interest into 238,792 shares of common stock at $0.12 per

Related Party Transactions

3 unchanged sentences

Schedule of related party payables

Redmond , CEO

October 31, 2023

July 31, 2023

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

October 31, 2023

July 31, 2023

Christine Farrell, CFO

Promissory Notes

In December 2021, we entered into a total of five

promissory notes with three of our directors and two officers.

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

Farrell, Chief Financial Officer, Mr.

Casey, Director, Mr.

Gandolfo, Director, and Mr.

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

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

See Note 6 for a discussion of promissory notes

payable to each of two officers and three directors.

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

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.

Management is responsible for evaluating subsequent

events and transactions through the date the consolidated financial statements are issued.

This evaluation includes assessing events

or transactions that may require adjustment to, or disclosure in, the consolidated financial statements.

It is important to note that

the financial statements do not reflect any adjustments to the carrying values of assets or liabilities that might result from the outcome

of the subsequent events or transactions.

However, appropriate disclosures will be made in subsequent filings, as necessary, to ensure

that the consolidated financial statements remain accurate and complete.

Management believes that subsequent events have been evaluated

through the date of issuance of these consolidated financial statements.

Promissory Notes

On November 1, 2023, we entered into four Promissory

Note Amendments (the “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, December 30, 2022 and March 31, 2023 with two directors and two officers.

the Amendments, the maturity date of the Promissory Notes were extended to January 31, 2024 and the note holder may convert the note prior

to maturity at a conversion price of $0.12 per share.

All other terms and conditions remain the same.

On November 6, 2023, Mast Hill converted $42,710

together with $5,580 interest, and $1,750 for fees totaling $50,040 into 695,000 shares of common stock at a conversion price of $0.072

On November 30, 2023, Mast Hill converted $43,975 together with $4,315 interest and $1,750 for fees totaling $50,040 into 695,000

shares of common stock at a conversion price of $0.072 per share.

Following conversions, $640,767 of principal remained outstanding.

On December 13, 2023, we paid Mast Hill $50,000

of principal and $2,458 of interest.

Following conversions and payment, $590,767 of principal remained outstanding.

On December 15, 2023, we paid LGH $50,000 of principal.

Following the payment, $975,000 of principal remained outstanding.

Research and Development Rebate

On November 23, 2023, we received a research and

development rebate from the government of Australia in the amount of $309,245 for clinical work performed in Australia related to our

Phase I human clinical trial during the fiscal year ended July 31, 2023.

On November 24, 2023, 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 $2,617 related to our Phase I human clinical trial during July, August and September 2023.

Special Meeting of the Stockholders

On December 7, 2023, at the special meeting

held in New York, the stockholders of the Company approved the sale of the segment of our business focused on developing medical

products that treat brain related illnesses and diseases to Oragenics.

Pursuant to the agreement, on December 11, 2023, we received

the second $500,000 non-refundable payment.

Legal Proceedings

As of the date of this filing, Odyssey Health, Inc.

have been made a party to one lawsuit in Superior Court, Kent County in the State of Rhode Island entitled Robert

Vdex Diabetes Holdings, Inc.

KC-2023-0952.

Robert Hainey, the plaintiff filed suit against defendants Vdex

Diabetes Holdings Inc.

and William McCullough.

On December 9, 2023, defendant Vdex Diabetes Holdings Inc.

(“VDH”) filed a

Third Party Complaint against the Company alleging the existence of an agreement between the VDH Chief Executive Officer, William McCullough

and the Company’s Chief Executive Officer Michael Redmond to pursue a merger of the two companies.

VDH alleges as part of these

negotiations VDH agree to suspend all negotiations with all other suitors in order to pursue the merger with Company.

VDH alleges that

the plaintiff, Hainey and the Company represented they would provide capital as consideration for VDH’s undertaking and to continue

its growth and expansion.

VDH alleges plaintiff, Hainey provided twenty thousand dollars ($20,000).

VDH contend they relied upon the plaintiff,

Hainey and the Company representations to their detriment as they incurred substantial expense exhausting all of the sum of twenty thousand

dollars ($20,000).

The Company is consulting with its attorneys to prepare their defense and potential counter-claims in their defense

of this lawsuit as a third-party defendant.

The Company intends to vigorously defend this action.

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