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Item 1. Financial Statements

2024-03-22 compared with 2023-12-15 · 452 added, 358 removed, 255 unchanged (76% of the section changed)

1 unchanged sentence

Odyssey Health, Inc.

and Subsidiaries

Consolidated Balance Sheets

As of January 31,

As of July 31,

Current assets:

10 unchanged sentences

Notes payable, officers and directors

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

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

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

closing costs of $ 149,529 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

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, 94,433,050 and 79,067,879 shares issued

4 unchanged sentences

( 60,097,375 )

Total stockholders' deficit

( 6,218,273 )

Total stockholders' equity (deficit)

( 6,155,929 )

Total liabilities and stockholders' deficit

Total liabilities and stockholders' equity deficit

The accompanying notes are an integral part

of these consolidated financial statements.

of these condensed consolidated financial statements.

Odyssey Health, Inc.

and Subsidiaries

Consolidated Statements of Operations

For the Three Months Ended October 31,

Research and development

Three Months Ended January 31,

Six Months Ended January 31,

In-process research and development expense

Research and development expense

Stock-based compensation

General and administrative

General and administrative expense

Loss from operations

( 1,157,430 )

( 1,486,492 )

( 2,004,670 )

( 3,564,296 )

Gain on sale of asset

Investment revaluation

( 1,332,980 )

Interest expense

Other income (expense), net

Other income, net

Net income (loss)

( 1,671,728 )

( 3,821,308 )

Basic net loss per share

Diluted net loss per share

Shares used for basic net loss per share

Shares used for diluted net loss per share

Deemed dividend

Net income (loss) attributable to common stockholders

$ ( 1,671,728 )

$ ( 3,821,308 )

Basic net income (loss) per share

Diluted net income (loss) per share

Shares used for basic net income (loss) per share

Shares used for diluted net income (loss) per share

The accompanying notes are an integral part

of these consolidated financial statements.

of these condensed consolidated financial statements.

Odyssey Health, Inc.

and Subsidiaries

Consolidated Statements of Stockholders’

Additional Paid-In

Consolidated Statements of Stockholders' Equity (Deficit)

Balances, July 31, 2023

2 unchanged sentences

Stock-based compensation

Common stock issued upon conversion of debt

Common stock issued in debt financing

Common stock issued in equity financings

5 unchanged sentences

( 6,218,273 )

Additional Paid-In

Stock-based compensation

Conversion of RSUs

Common stock issued in debt financing

Common stock issued in equity financings

Deemed dividend

Balances, January 31, 2024

$ ( 47,421,299 )

Balances, July 31, 2022

3 unchanged sentences

Common stock issued in equity financings

Return of shares

Return of reserved shares

( 8,800,000 )

4 unchanged sentences

( 5,383,797 )

Stock-based compensation

Common stock issued in 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 )

The accompanying notes are an integral part

of these consolidated financial statements.

of these condensed consolidated financial statements.

Odyssey Health, Inc.

and Subsidiaries

Consolidated Statements of Cash Flows

For the Three Months Ended October 31,

For the Six Months Ended January 31,

Cash flows from operating activities:

$ ( 538,035 )

Net income (loss)

$ ( 3,821,308 )

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

Amortization of intangible assets

Adjustments to reconcile net income (loss) to net cash flows used

in operating activities:

Stock-based compensation

Gain on sale of asset

( 16,400,687 )

Investment revaluation

Financing costs paid via issuance of common stock

Amortization of beneficial conversion feature, debt discount and closing costs

In-process research and development

Changes in operating assets and liabilities:

(Increase) decrease in prepaid expenses and other current assets

Increase in research and development rebate due

Increase in accounts payable

Decrease (increase) in prepaid expenses and other current assets

Decrease in research and development rebate due

Increase (decrease) in accounts payable

Increase (decrease) in accrued wages

1 unchanged sentence

Net cash used in operating activities

( 1,188,602 )

Cash flows from investing activities:

Cash proceeds from sale of assets

Purchase of intellectual property

Net cash used in investing activities

Net cash provided by (used in) investing

Cash flows from financing activities:

Proceeds from notes payable

Principal and interest payments made on notes payable

Principal payments made on notes payable

Interest payments made on notes payable

Financing closing costs paid with cash

Proceeds from equity financing

4 unchanged sentences

End of period

Supplemental disclosure of cash information:

Cash paid for interest

Supplemental disclosure of non-cash information:

Common stock issued to settle notes payable

Increase in principal of notes payable

Return of shares

Shares issued for exercised warrants

Debt principal, interest and fees converted to common stock

Shares returned to treasury

Deemed dividend

Original issue discount on debt

Stock issued in exchange for closing costs

Warrants issued in connection with debt financing

Common stock issued in option purchase agreement

The accompanying notes are an integral part

of these consolidated financial statements.

of these condensed consolidated financial statements.

Odyssey Health, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Basis of Presentation and Nature of Operations

Notes to Condensed Consolidated Financial Statements

Basis of Presentation,

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.

Nature of Operations and Going Concern

Basis of Presentation

The accompanying condensed consolidated

financial information of Odyssey Health, Inc.

and our wholly-owned subsidiary Odyssey Group International Australia, Pty Ltd,

(“Odyssey”) 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

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.

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

10-K filed with the SEC on October 30, 2023.

The results of operations for the interim periods presented are not necessarily

indicative of the results to be expected for the full year.

Significant Accounting Policies

Our significant accounting policies have not changed

during the three months ended October 31, 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.

Our significant accounting policies have not

changed during the six months ended January 31, 2024, from those disclosed in our Annual Report on Form 10-K for the year ended July

Nature of Operations

4 unchanged sentences

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 have two different technologies in

research and development;

the CardioMap® heart monitoring and screening device, and the Save a Life choking rescue device.

On October 4, 2023, we entered into an Asset Sale

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

(“Oragenics”).

The closing of the Agreement was completed on

December 28, 2023, Pursuant to the Agreement, we sold and assigned certain assets and certain liabilities related to the treatment of

brain related illnesses and diseases (the “Assets”) to Oragenics in exchange for (i) $1,000,000 in cash;

(ii) 8,000,000 shares

of convertible Series F Preferred Stock;

and (iii) the assumption by Oragenics of $325,672 of our accounts payable.

We intend to acquire other technologies and assets

8 unchanged sentences

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

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 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 to sell in the United States.

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

approvals to sell internationally.

products, as our products require further development and Food and Drug Administration (“FDA”) clearance or approval to market

our products 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, 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

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 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

We did not recognize any revenues for the

year ended July 31, 2023, or the six months ended January 31, 2024, and we had an accumulated deficit of $ 47,421,299

as of January 31, 2024.

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

Cash available at January 31, 2024, of $ 166,140

may not provide enough working capital to meet our current operating expenses through March 22, 2025.

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 March 22, 2025, we will adjust our business plan.

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 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 consolidated financial position, results of operations or cash flows.

Intangible Assets

Intangible assets consisted of costs related to

a patent for our concussion drug device combination.

Amortization expense was as follows:

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 early adopted ASU 2020-06 for our fiscal year ending July 31, 2024.

The adoption of ASU 2020-06 did not have any effect on our financial position, results of operations or cash flows except for the calculation

of diluted earnings per share.

In December 2023, the FASB issued ASU 2023-09,

Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate

reconciliation and income taxes paid.

The amendments are effective for fiscal years beginning after December 15, 2024.

Early adoption

is permitted.

The amendments should be applied on a prospective basis.

Retrospective application is permitted.

We are currently evaluating

this ASU to determine its impact on our disclosures.

Intangible assets consisted

of costs related to a patent for our concussion drug device combination.

Amortization expense was

Schedule of amortization expense

Three Months Ended October 31,

Three Months Ended January 31,

Six Months Ended January 31,

Amortization expense

Future amortization of intangible assets is as

Schedule of future amortization of intangible assets

Remainder of fiscal 2024

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.

All intangible assets were sold in the second quarter of fiscal 2024.

Asset Sale Agreement with Oragenics,

October 4, 2023, we entered into an Asset Sale Agreement (the “Agreement”)

with Oragenics, which closed on December 28, 2023.

Pursuant to the Agreement, we sold and assigned certain assets and certain liabilities

related to the treatment of brain related illnesses and diseases (the “Assets”) to Oragenics in exchange for (i) $1,000,000

(ii) 8,000,000 shares of convertible Series F preferred stock;

and (iii) the assumption of $325,672 of our accounts payable.

The total value of consideration received was $16,400,687.

The 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.

upon the execution of the Agreement on October 4, 2023, and received the additional $ 500,000

on December 11, 2023, upon our stockholder approval for the sale of the Assets.

Following the closing of the Agreement on December

28, 2023, we received 8,000,000

shares of Series F preferred stock.

Upon receipt, 511,308

shares of the Series F preferred stock, which represented 19.9% of the then outstanding shares of Oragenics common stock, converted

shares of Oragenics restricted common stock.

The Oragenics restricted common stock becomes freely tradeable on June 28, 2024,

subject to Rule 144 restrictions and limitations that limit us to being allowed to sell no more than an amount equal to the greater of

(i) 1% of the total shares of Oragenics common stock outstanding or (ii) the average of the previous four-week trading volume during

each quarterly period.

Prior to closing, we were required to

obtain the consent of Mast Hill Fund, L.P (“Mast Hill”) to consummate the closing of the Agreement.

part of the consent, we entered into a pledge agreement with Mast Hill granting a security interest in 154,545

of the total preferred shares, and collectively with all of the common shares or other securities into which the preferred shares

are converted or exchanged into common shares, until the Mast Hill debt is paid.

The remaining shares of convertible Series F preferred

stock will convert upon Oragenics shareholder approval and upon certain listing and change in control criteria being achieved.

at our option, we are allowed to convert additional shares of the Series F preferred stock as long as we do not own a total of more than

19.9% of the then outstanding Oragenics common stock.

Investment Valuation

The common stock of Oragenics is valued quarterly

based on their common stock price as reported by the NYSE American stock exchange reduced by an implied discount calculated using the

Black-Scholes pricing model.

The Series F preferred stock is carried at cost

and reviewed at least annually or more often is there are indications of impairment.

Cost was determined utilizing the Black-Scholes pricing

model inputs of (i) expected volatility of 79.4% , (ii) risk free interest rate of 5.6% , (ii) expected life of six months , and (iv) an

implied discount rate of 25% for the known restrictions on the sale and conversion of the Series F preferred stock.

See also Note 5.

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 three months ended

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

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, 2024 or the year ended July 31, 2023.

The carrying values of

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

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

No changes were made

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

to our valuation techniques during the quarter ended January 31, 2024.

Our financial instruments

that are carried at fair value consist of our common stock of Oragenics as follows:

Schedule of financial instruments carried at fair value

January 31, 2024

Equity-method investment

Oragenics common stock

Valuation of Oragenics Common Stock

Our 511,308 shares of Oragenics common stock were

valued at $1.63 per share based a discount to the closing stock price of Oragenics common stock which was $2.30 per share at January 31,

2024 as quoted on the NYSE American.

The discount was determined using a Black-Scholes pricing model with the following assumptions:

Schedule of assumptions

Expected stock price volatility

Risk free interest rate

Expected life

Expected dividend yield

Implied discount

There were no financial

instruments carried at fair value at July 31, 2023.

Contingent Liabilities

5 unchanged sentences

the current status of the project (Level 3).

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

file for FDA clearance.

We determined the value was zero as of both January 31, 2024 and July 31, 2023, since it

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

We also had contingent

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

consideration at January 31, 2024 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.

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

of both January 31, 2024 and July 31, 2023, as it is

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

Fixed-Rate Debt

We have fixed-rate debt

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

The fair value

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

risk profile and duration (Level 2).

The carrying value, excluding unamortized debt discount and debt issuance costs, and the fair value

of our fixed-rate long-term debt were as follows:

We have fixed-rate

debt that is reported on our accompanying Condensed 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

LGH Investments, LLC

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.

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

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.

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

outstanding on the convertible note.

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 .

On December 30, 2023, we entered into Amendment

7 (the “Amendment”) to the Convertible Promissory Note (the “Note”) to the Securities Purchase Agreement dated

April 5, 2021, with LGH Investments, LLC (“LGH”).

Pursuant to the Amendment, the maturity date of the note was extended to

June 30, 2024.

As consideration, $60,000 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.

In addition, Section (3)(d)(ii) was redefined

to allow us to prepay the Note at any time by providing LGH notice of our intent to prepay the outstanding amounts due under the Note.

Once we provide notice of our intent to prepay, then LGH shall have the sole option to convert any amounts due under the Note for 30 days

prior to us making payment.

If LGH does not elect to make a conversion within the 30 days, we ll tender the full amount in the prepayment

notice by paying 110% of the total outstanding balance including all principal, defaults and interest to LGH within 5 calendar days.

LGH has previously provided a notice of conversion to us, we may not prepay any of the amount included in such notice.

All other terms

and conditions remain the same.

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

of principal on this Note, and on December 15, 2023, we paid LGH $ 50,000

of principal on this note.

Following this amendment and these payments,

at January 31, 2024 there was $ 1,035,000

of principal and $ 132,595

of accrued interest outstanding compared to $ 1,055,000

of principal and $ 89,781

of accrued interest at July 31, 2023.

ClearThink Capital Partners,

On December 20, 2023, ClearThink Capital

Partners, LLC (“ClearThink”) exercised their option to convert their convertible note payable of $ 175,000

plus $ 20,000

interest into 975,000

shares of common stock at $0.20 per share.

Directors and Officers Promissory Notes

16 unchanged sentences

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

Pursuant to the Amendments, the maturity date of the Promissory Notes was extended to January 31, 2024.

All other terms and conditions

remain the same.

January 31, 2024, 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, June 30, 2023, November 1, 2023, and January 31, 2024, with two directors and two officers.

Pursuant to the Amendments, the maturity

date of the Promissory Notes was extended to July 31, 2024 , and a waiver

in the event of default was added and extended to the maturity date.

All other terms and conditions remain the same.

At January 31, 2024 and

July 31, 2023, we had $ 16,875 and $ 16,058 , respectively, of accrued interest related to these Promissory Notes.

2 unchanged sentences

Purchase Agreement (the “SPA”) with Mast Hill Fund, L.P.

(“Mast Hill”).

Pursuant to the SPA, we sold Mast Hill

15 unchanged sentences

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 June 15, 2023, Mast Hill converted $ 40,250

of interest and $ 1,750 of fees into 560,000 shares of our common stock at $0.075 per share.

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.

Due to the remaining 5,000,000 Mast Hill

warrants containing a down-round provision, which was triggered prior to July 31, 2023, we issued an additional 12,444,445

warrants exercisable at $ 0.072

per share having a total value of $ 63,455

during the period ended January 31, 2024.

The $63,455 was recorded as a deemed dividend in our Condensed Consolidated Statements of

Operations for the period ended January 31, 2024.

In addition, the exercise price of the 5,000,000 warrants was reduced to $0.072

per share from $0.20 per share.

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.

in principal and $ 26,382 of interest totaling $ 126,382 .

On October 6, 2023, we paid Mast Hill $ 44,896

of principal and $ 5,167 of interest totaling $ 50,000 .

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.

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 29, 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

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

of principal and $ 2,458 of interest totaling $ 52,458 .

On December 22, 2023, Mast Hill converted $ 46,833

together with $ 1,457 interest, and $ 1,750 for fees totaling $ 50,040 into 695,000 shares of common stock at a conversion price of $0.072

On January 18, 2024, Mast Hill converted $ 44,266

together with $ 4,024 interest, and $ 1,750 for fees totaling $ 50,040 into 695,000 shares of common stock at a conversion price of $0.072

Following these repayments and conversions,

at January 31, 2024, there was $ 499,667

of principal and $ 1,780

of accrued interest outstanding.

Accredited Investors Note Purchase Agreement

2 unchanged sentences

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.

On December 29, 2023, the two accredited investors

provided notice to convert their NPA.

On January 26, 2024, we converted $ 500,000 principal plus accrued interest of $ 28,767 for a total

of $ 528,767 into 7,343,989 shares of common stock at $0.072 per share.

Notes Payable

1 unchanged sentence

Schedule of notes payable

October 31, 2023

January 31, 2024

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

Convertible note issued to LGH due June 30, 2024, with a set interest amount of $84,000 through July 7, 2023, then an interest rate of 8.0% per annum of outstanding principal and convertible at $0.12 per share

Promissory notes issued to officers and directors due July 31,

2024, with an interest rate of 8.0% per annum and convertible at $0.12 per share

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

Mast Hill convertible promissory note due December 13, 2024,

with an interest rate of 10% per annum and convertible at $0.072 per share

Unamortized beneficial conversion feature, debt discount and closing costs

1 unchanged sentence

2021 Omnibus Stock Incentive Plan

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

At January 31, 2024, 17,975,000 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 quarter ended October 31, 2023 was

Stock option activity during the six months ended January 31, 2024,

was as follows:

Schedule of stock option activity

Weighted Average Exercise Price

Weighted Average

Exercise Price

Options outstanding at July 31, 2023

1 unchanged sentence

Options expired or cancelled

Options outstanding at October 31, 2023

Options outstanding at January 31, 2024

All 3,775,000 options granted during fiscal 2024 were granted outside

of our 2021 Plan.

Criteria used for determining the Black-Scholes

value of options granted were as follows:

value of options granted during the six months ended January 31, 2024 were as follows:

Schedule of black scholes

value of options granted

Quarter Ended

October 31, 2023

Expected stock price volatility

Risk free interest rate

3.84 – 4.62 %

Expected life of options (years)

1 unchanged sentence

Restricted Stock Units (“RSUs”)

RSU activity during the quarter ended October

RSU activity during the six months ended January

31, 2024 was as follows:

3 unchanged sentences

RSUs outstanding at July 31, 2023

RSUs outstanding at October 31, 2023

( 3,055,554 )

RSUs outstanding at January 31, 2024

Warrant activity during the six months ended January

31, 2024 was as follows:

Schedule of warrant activity

Number of Warrants

Weighted Average Exercise Price

Warrants outstanding at July 31, 2023

Warrants issued

Warrants exercised

( 2,000,000 )

Warrants cancelled

Warrants outstanding at July 31, 2023

Warrants outstanding at January 31, 2024

During the year ended July 31, 2023, we issued

warrants which contained a down-round provision.

The provision was triggered, resulting in the issuance of an additional 12,444,445 warrants

during the period ended January 31, 2024.

See Note 6 for additional information.

Unrecognized Compensation Costs

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

Basic and diluted net loss per share is computed

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

Potentially dilutive common stock and

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

At January 31, 2024, we had unrecognized stock-based

compensation of $ 278,680 , which will be recognized over the weighted average remaining vesting period of 0.22 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 rebate

Three Months Ended

Six Months Ended

Research and development expense offset

Earnings Per Share

Basic earnings per share (“EPS”)

is computed based on the weighted average number of shares of common stock outstanding during the period.

Diluted EPS is computed based

on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period

using the treasury stock method.

Dilutive potential common shares include outstanding stock options and stock awards.

Schedule of earnings per share

Six Months Ended

Net income attributable to common stockholders used for basic earnings

(loss) per share

$ ( 1,671,728 )

$ ( 3,821,308 )

Add back convertible debt interest

Add back convertible debt amortization

deemed dividend

Net income attributable to common stockholders used for diluted earnings

(loss) per share calculations

$ ( 1,671,728 )

$ ( 3,821,308 )

Weighted average outstanding shares of common stock used for basic earnings (loss) per share

Dilutive effect of convertible debt

Dilutive effect of warrants

Dilutive effect of stock options

Common stock and common stock equivalents used for diluted earnings (loss) per share

Earnings Per Share

The following anti-dilutive securities were excluded

from the calculations of diluted net loss per share:

Schedule of anti-dilutive shares

Three Months Ended October 31,

Schedule of anti-dilutive securities

Three Months Ended January 31,

Six Months Ended January 31,

Options to purchase common stock

3 unchanged sentences

Total potentially dilutive securities

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

purchased 600,000 shares at an average price of $.098 per share for total proceeds to us of $ 55,620 during the six months ended January

31, 2024, 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.

At December 31, 2023, the LPC Purchase Agreement expired.

On August 7, 2023, Mast Hill converted their outstanding

3 unchanged sentences

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.

During the first six months of 2024, Mast Hill

converted a total of $ 225,437 of principal, $ 16,013 of accrued interest and $ 8,750 of fees into 3,197,000 shares of our common stock.

Return of Shares

On August 24, 2023, Tysadco voluntarily returned

On August 24, 2023, ClearThink 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

Convertible Notes 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

On December 29, 2023, ClearThink exercised their

option to convert their convertible note payable of $ 175,000 plus $ 20,000 interest into 975,000 shares of common stock at $0.20 per share.

Accredited Investors Note Purchase Agreement

On December 29, 2023, the accredited

investors provided notice to convert their notes.

On January 26, 2024, we converted a total of $ 500,000

of principal plus accrued interest of $ 28,767

for a total of $ 528,767

into 7,343,989

shares of our common stock at $0.072 per share.

No amounts remained outstanding pursuant to this note purchase agreement at January 31, 2024.

Related Party Transactions

1 unchanged sentence

The following amounts were due to officers for

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

reimbursement of expenses and were included in accounts payable within the accompanying Condensed Consolidated Balance Sheets:

Schedule of related party payables

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 Condensed Consolidated Balance Sheets and was as follows:

Schedule of accrued wages

October 31, 2023

July 31, 2023

Christine Farrell, CFO

1 unchanged sentence

See Note 6 for a discussion of promissory notes

payable to each of two officers and three directors.

Subsequent Events

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

payable to officers and directors.

Commitments and Contingencies

We are a party to a lawsuit in Superior

Court, Kent County in the State of Rhode Island entitled Robert Hainey v.

Vdex Diabetes Holdings, Inc.

KC-2023-0952.

Robert Hainey, the plaintiff filed suit against defendants Vdex

Diabetes Holdings Inc.

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.

December 9, 2023, defendant Vdex Diabetes Holdings Inc.

(“VDH”) filed a Third-Party Complaint against us alleging the

existence of an agreement between the VDH Chief Executive Officer, William McCullough and our Chief Executive Officer, Michael

Redmond, to pursue a merger of the two companies.

VDH alleges as part of these negotiations VDH agreed to suspend all negotiations

with all other suitors in order to pursue the merger with us.

VDH alleges that we, along with Hainey, represented

that we would provide capital as consideration for VDH’s undertaking and to continue its growth and expansion.

alleges Hainey provided VDH with $ 20,000 .

VDH contends they relied upon Hainey’s and our representations to their detriment as they incurred substantial expense

exhausting all of the $ 20,000 .

We have retained Tarro & Marotti Law Firm, LLC of Warwick, Rhode Island.

On February 8, 2024, a motion to dismiss was entered in

the Kent County Superior Court of Rhode Island and a notice of hearing will be held on July, 8, 2024 in the Kent County Superior

We believe the motion to dismiss will be granted and no monetary award will be awarded to the plaintiff.

Subsequent Events

Promissory Note

On February 13, 2024, we entered into a six-month

promissory note for $50,000, with Jonathan Lutz, an accredited investor, with an interest rate of 10% per annum and due August 11, 2024,

convertible into Oragenics common shares held by the Company at $2.50 per share.

Mast Hill Amendment

On March 13, 2024, we entered into Amendment No.

2 to the Securities Purchase Agreement dated December 13, 2022, with Mast Hill.

Pursuant to the Amendment, the parties agreed to move

the $200,000 amortization payment due March 13, 2024 to September 13, 2024, and the maturity date to December 13, 2024.

On March 14, 2024, Mast Hill exercised a cashless

warrant for 2,778,778 shares of our common stock at an exercise price of $0.072 per share, which resulted in the issuance of 1,926,713 shares of our common

Following this exercise, Mast Hill had warrants exercisable for 14,666,667 shares of our common stock at $0.072 per share.

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