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Item 1. Financial Statements

2024-06-14 compared with 2024-03-22 · 281 added, 250 removed, 457 unchanged (54% of the section changed)

1 unchanged sentence

Odyssey Health, Inc.

Consolidated Balance Sheets

As of January 31,

As of July 31,

Condensed Consolidated Balance Sheets

Current assets:

13 unchanged sentences

Total current liabilities

Commitments and contingencies (Note 12)

Stockholders' deficit:

Preferred stock, $ 0.001 par value, 100,000,000 shares authorized,

no shares issued or outstanding

Commitments and contingencies

Stockholders' equity (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, 96,359,763 and 79,067,879 shares issued

and outstanding

and outstanding as of April 30, 2024 and July 31, 2024, respectively

Additional paid-in-capital

4 unchanged sentences

( 6,155,929 )

Total liabilities and stockholders' equity deficit

Total liabilities and stockholders' equity

The accompanying notes are an integral part

1 unchanged sentence

Odyssey Health, Inc.

Consolidated Statements of Operations

Three Months Ended January 31,

Six Months Ended January 31,

Condensed Consolidated Statements of Operations

For the Three Months Ended

For the Nine Months Ended

In-process research and development expense

6 unchanged sentences

( 4,658,907 )

( 3,564,296 )

Gain on sale of asset

Investment revaluation

( 1,332,980 )

Loss on investment

( 1,700,909 )

Interest expense

Other income, net

Other income (expense), net

Net income (loss)

5 unchanged sentences

$ ( 1,284,104 )

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

$ ( 5,105,412 )

Basic net income (loss) per share attributable to common stockholders

Diluted net income (loss) per share attributable to common stockholders

Shares used for basic net income (loss) per share attributable to common stockholders

Shares used for diluted net income (loss) per share attributable to common stockholders

The accompanying notes are an integral part

1 unchanged sentence

Odyssey Health, Inc.

Consolidated Statements of Stockholders' Equity (Deficit)

Condensed Consolidated Statements of Stockholders'

Equity (Deficit)

Balances, July 31, 2023

11 unchanged sentences

Stock-based compensation

Conversion of RSUs

Common stock issued in debt financing

3 unchanged sentences

( 47,421,299 )

Stock-based compensation

Warrants exercised in connection with debt financing

Balances, April 30, 2024

$ ( 48,263,640 )

Balances, July 31, 2022

21 unchanged sentences

( 5,366,781 )

Stock-based compensation

Common stock issued in equity financings

Common stock issued in conversion of debt

( 1,284,104 )

Balances, April 30, 2023

$ ( 59,283,366 )

$ ( 5,820,231 )

The accompanying notes are an integral part

1 unchanged sentence

Odyssey Health, Inc.

Consolidated Statements of Cash Flows

For the Six Months Ended January 31,

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended April 30,

Cash flows from operating activities:

1 unchanged sentence

$ ( 5,105,412 )

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

in operating activities:

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

Stock-based compensation

1 unchanged sentence

( 16,400,687 )

Investment revaluation

Financing costs paid via issuance of common stock

Loss on investment

Financing costs paid with issuance of common stock

Amortization of beneficial conversion feature, debt discount and closing costs

1 unchanged sentence

Changes in operating assets and liabilities:

Decrease (increase) in prepaid expenses and other current assets

Decrease in research and development rebate due

(Increase) decrease in prepaid expenses and other current assets

Decrease in research and development rebate due from Australian government

Increase (decrease) in accounts payable

Increase (decrease) in accrued wages

Increase in accrued wages

Increase in accrued interest

1 unchanged sentence

( 1,151,575 )

( 1,354,850 )

Cash flows from investing activities:

1 unchanged sentence

Purchase of intellectual property

Net cash provided by (used in) investing

Net cash provided by (used in) investing activities

Cash flows from financing activities:

1 unchanged sentence

Principal payments made on notes payable

Interest payments made on notes payable

Financing closing costs paid with cash

Proceeds from equity financing

Closing costs paid for notes payable

Proceeds from sale of common stock

Net cash provided by financing activities

Increase (decrease) in cash and cash equivalents

Increase (decrease) in cash

Cash and cash equivalents:

1 unchanged sentence

End of period

Supplemental disclosure of cash information:

Supplemental disclosure of cash flow information:

Cash paid for interest

1 unchanged sentence

Common stock issued to settle notes payable

Increase in principal of notes payable

Accrued interest paid with common stock

Increase in fees related to extension of LGH debt maturity date recorded as additional principal

Warrants issued in exchange for debt financing fees

Shares issued for exercised warrants

3 unchanged sentences

Stock issued in exchange for closing costs

Warrants issued in connection with debt financing

Common stock issued in option purchase agreement

Accounts payable assumed by Oragenics

The accompanying notes are an integral part

5 unchanged sentences

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.

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

Our significant accounting policies have

been updated below during the nine months ended April 30, 2024, from those disclosed in our Annual Report on Form 10-K for the year

ended July 31, 2023.

Our investments include the Series F preferred

stock and common stock of Oragenics, Inc.

that were acquired on December 28, 2023.

The common stock of Oragenics is valued quarterly

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

Black-Scholes pricing model, until the common stock held is no longer 144 restricted and freely tradeable, then they will be valued at

the fair value of the stock.

We adhere to Accounting Standards Codification (ASC) 820, "Fair Value Measurement," for the measurement

and disclosure of fair value for this investment.

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.

This investment is

carried at cost less any impairment, if applicable.

We assess the recoverability of this investment periodically and recognize impairment

losses in our Statements of Operations in accordance with ASC 321, "Investments - Equity Securities."

We intend to hold the investments until such time that we determine

it is in our and our stockholders’ best interest to distribute the preferred shares to stockholders’, convert the preferred

stock into common stock and distribute to stockholders, or sell the common stock.

Nature of Operations

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 two different technologies in

research and development;

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

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

differentiation in the market.

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

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

two different technologies in research and development stage;

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

21 unchanged sentences

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.

our products 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 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.

We did not recognize any revenues for the year

ended July 31, 2023, or the nine months ended April 30, 2024, and we had an accumulated deficit of $ 48,263,640 as of April 30, 2024.

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

Cash available at

April 30, 2024, of $ 66,014 will not provide enough working capital to meet our current operating expenses through June 14, 2025.

The operating deficit indicates substantial doubt

15 unchanged sentences

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.

If we are unable to raise additional capital by

June 14, 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

14 unchanged sentences

of diluted earnings per share.

In November 2023, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280):

to Reportable Segment Disclosures,” which enhances segment reporting under Topic 280 by expanding the breadth and frequency of segment

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal

The Company has one segment.

The adoption of ASU 2023-07 did not have any effect on our financial position, results of operations

or cash flows.

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

8 unchanged sentences

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

Intangible assets consisted of costs related to

a patent for our concussion drug device combination.

Amortization expense was as follows:

Schedule of amortization expense

Three Months Ended January 31,

Six Months Ended January 31,

Three Months Ended April 30,

Nine Months Ended April 30,

Amortization expense

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

All intangible assets were sold in the second

quarter of fiscal 2024.

Sale Agreement with Oragenics, Inc.

On 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 in cash;

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

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

and (iii) the assumption

of $325,672 of our accounts payable.

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

2 unchanged sentences

as well as our proprietary powder formulation and its nasal delivery device.

We received $ 500,000

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.

We received $ 500,000 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

Following the closing of the Agreement on December 28, 2023, we received 8,000,000 shares of Series F preferred stock.

receipt, 511,308 shares of the Series F preferred stock, which represented 19.9% of the then outstanding shares of Oragenics common stock,

converted into 511,308 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.

As 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

29 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 six months ended

January 31, 2024 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 nine months ended

April 30, 2024, or the year ended July 31, 2023.

The carrying values of

1 unchanged sentence

No changes were made

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

to our valuation techniques during the quarter ended April 30, 2024.

Our financial instruments

1 unchanged sentence

Schedule of financial instruments carried at fair value

January 31, 2024

April 30, 2024

Equity-method investment

1 unchanged sentence

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,

Our 511,308 shares of Oragenics common stock

were valued at $0.91 per share based a discount to the closing stock price of Oragenics common stock which was $1.04 per share at April

30, 2024, as quoted on the NYSE American.

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

Schedule of assumptions

Schedule of assumptions used for stock valuation

Expected stock price volatility

4 unchanged sentences

There were no financial

instruments carried at fair value at July 31, 2023.

instruments carried at fair value at April 30, 2023.

Contingent Liabilities

5 unchanged sentences

the current status of the project (Level 3).

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

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

We determined the value was zero as of both April 30, 2024 and July 31, 2023, since it is

not yet probable that we will file for FDA clearance.

We also had contingent

consideration at January 31, 2024 and July 31, 2023, related to milestones in our Asset Purchase Agreement with Prevacus, Inc.

consideration at April 30, 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

1 unchanged sentence

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

of both April 30, 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 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

Carrying value

LGH Investments, LLC

9 unchanged sentences

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

If LGH does not elect to make a conversion within the 30 days, we will 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.

2 unchanged sentences

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

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

April 30, 2024, there was $ 1,035,000 of principal and $ 153,011 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

ClearThink Capital Partners, LLC

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.

Accredited Investor 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 us at $2.50 per share.

Directors and Officers Promissory Notes

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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

On 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

At April 30, 2024 and

July 31, 2023, we had $ 18,847 and $ 16,058 , respectively, of accrued interest related to these Promissory Notes.

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

Pursuant to the SPA, we sold Mast Hill

(i) an $ 870,000 face value, one-year, 10 % per annum Promissory Note convertible into shares of our common stock at $0.12 per share, (ii)

a five-year share purchase warrant entitling Mast Hill to acquire 2,000,000 shares of our common stock at $0.20 per share (the “Warrant”),

and (iii) a five-year warrant for 4,000,000 shares of our common stock at $0.20 per share issuable in the event of default.

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

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.

In connection with the Mast Hill agreement,

we issued Carter Terry & Company, Inc.

Pursuant to the SPA, we sold Mast Hill (i) an $ 870,000 face value,

one-year, 10 % per annum Promissory Note convertible into shares of our common stock at $0.12 per share, (ii) a five-year share purchase

warrant entitling Mast Hill to acquire 2,000,000 shares of our common stock at $0.20 per share (the “Warrant”), and (iii)

a five-year warrant for 4,000,000 shares of our common stock at $0.20 per share issuable in the event of default.

Net proceeds after original

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

Pursuant to our agreement with Mast Hill, we 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.

In connection with the Mast Hill agreement, we issued

Carter Terry & Company, Inc.

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

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2024, (iv) extended the amortization payments, and (v) changed the terms of the repayment from proceeds from other sources.

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 $ 200,000 amortization payment

due March 13, 2024, was extended to September 13, 2024, and the maturity date was extended to December 13, 2024 .

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 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

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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.

On March 14, 2024, Mast Hill converted their outstanding

warrant for 2,778,778 shares of our common stock in a cashless exercise, which resulted in the issuance of 1,926,713 shares of our common

stock at an exercise price of $0.072 per share.

Following this exercise, Mast Hill had warrants exercisable for 14,666,667 shares of our

common stock at $0.072 per share.

Following these repayments and conversions, at

April 30, 2024, there was $ 499,667 of principal and $ 14,100 of accrued interest and warrants exercisable for 14,666,667 shares of our

common stock outstanding.

Accredited Investors Note Purchase Agreement

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Schedule of notes payable

January 31, 2024

April 30, 2024

July 31, 2023

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

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

Accredited investor promissory note due August 11, 2024, with an interest rate of 10% per annum and convertible into Oragenics common stock held by us at $2.50 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 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

Stock-Based Compensation

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 debt discount and closing costs

Unamortized beneficial conversion feature

2021 Omnibus Stock Incentive Plan

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.

At April 30, 2024, 17,975,000 shares of our common

stock were reserved for issuance pursuant to the 2021 Plan and 330,000 shares remained available for future awards.

In addition, as of

April 30, 2024, awards covering a total of 7,775,000 shares of our common stock have been granted outside the 2021 Plan.

Stock Options

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

was as follows:

Stock option activity during the nine months ended April 30, 2024 was

Schedule of stock option activity

3 unchanged sentences

Options granted

Options expired or cancelled

Options outstanding at January 31, 2024

Options expired or canceled

Options outstanding at April 30, 2024

All 6,025,000 options granted during fiscal 2024 were granted outside

of our 2021 Plan.

of the 2021 Plan.

Criteria used for determining the Black-Scholes

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

Schedule of black scholes

value of options granted

value of options granted during the nine months ended April 30, 2024 were as follows:

Schedule of assumptions used for option valuation

Expected stock price volatility

147 % – 160 %

Risk free interest rate

3 unchanged sentences

Restricted Stock Units (“RSUs”)

RSU activity during the six months ended January

RSU activity during the nine months ended April

30, 2024 was as follows:

Schedule of RSU activity

Number of RSUs

Weighted Average

Exercise Price

RSUs outstanding at July 31, 2023

( 3,055,554 )

RSUs outstanding at January 31, 2024

Warrant activity during the six months ended January

31, 2024 was as follows:

RSUs outstanding at April 30, 2024

Warrant activity during the nine months ended

April 30, 2024 was as follows:

Schedule of warrant activity

4 unchanged sentences

( 3,537,103 )

Warrants outstanding at January 31, 2024

Warrants canceled

( 1,240,675 )

Warrants outstanding at April 30, 2024

During the year ended July 31, 2023, we issued

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

during the period ended January 31, 2024.

during the quarter ended January 31, 2024.

See Note 6 for additional information.

Unrecognized Compensation Costs

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

At April 30, 2024, we had unrecognized stock-based

compensation of $ 288,322 , which will be recognized over the weighted average remaining vesting period of 0.39 years.

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Three Months Ended

Six Months Ended

Nine Months Ended

Research and development expense offset

Earnings Per Share

Basic earnings per share (“EPS”)

Earnings (Loss)

Basic earnings (loss) per share (“EPS”)

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

1 unchanged sentence

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

using the if converted method for convertible debt and convertible preferred stock.

Dilutive potential common shares include outstanding

stock options and other stock-based awards as well as convertible debt.

Schedule of earnings (loss) per share

Three Months Ended

Nine Months Ended

Net income (loss) attributable to common stockholders used for basic earnings (loss) per share

$ ( 842,341 )

$ ( 1,284,104 )

$ ( 5,105,412 )

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

Add back deemed dividend

Net income (loss) attributable to common stockholders used for diluted earnings (loss) per share calculations

$ ( 842,341 )

$ ( 1,284,104 )

$ ( 5,105,412 )

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

3 unchanged sentences

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

Earnings Per Share

Earnings (Loss) Per Share

The following anti-dilutive securities were excluded

1 unchanged sentence

Schedule of anti-dilutive securities

Three Months Ended January 31,

Six Months Ended January 31,

Three Months Ended April 30,

Nine Months Ended April 30,

Options to purchase common stock

4 unchanged sentences

Lincoln Park Capital Fund, LLC (“LPC”)

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

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

30, 2024, pursuant to the LPC Purchase Agreement.

1 unchanged sentence

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.

warrant exercisable for 2,000,000 shares in a cashless exercise, which resulted in the issuance 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.

During the first six months of 2024, Mast Hill

On March 14, 2024, Mast Hill converted their outstanding

warrant for 2,778,778 shares of our common stock in a cashless exercise, which resulted in the issuance of 1,926,713 shares of our common

stock at an exercise price of $0.072 per share.

Following this exercise, Mast Hill had warrants exercisable for 14,666,667 shares of our

common stock at $0.072 per share.

During the first nine 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.

8 unchanged sentences

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.

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 April 30, 2024.

Related Party Transactions

24 unchanged sentences

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 .

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.

VDH 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.

1 unchanged sentence

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.

As no timely objection has been filed to date, 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.

Management has performed a review of all events and transactions occurring

after April 30, 2024 through the date the accompanying unaudited interim condensed consolidated financial statements were available to

be issued for items that would require adjustment to or disclosure in the accompanying unaudited interim condensed consolidated financial

statements, noting no such events or transactions.

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