What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-11-13 compared with 2023-10-30 · 702 added, 716 removed, 421 unchanged (77% of the section changed)

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Stockholders of Odyssey Health, Inc.

To the Board of Directors and

Stockholders of Odyssey Health, Inc.

Opinion on the Financial Statements

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balance sheets of Odyssey Health, Inc.

(the “Company”) as of July 31, 2023 and 2022, the related consolidated statements of

operations, stockholders’ deficit and cash flows, for each of the two years in the period ended July 31, 2023, and the related notes

(collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all

material respects, the financial position of the Company as of July 31, 2023 and 2022 and the results of its operations and its cash flows

for each of the two years in the period ended July 31, 2022, in conformity with accounting principles generally accepted in the United

States of America.

(the Company) as of July 31, 2024 and 2023, and the related consolidated statements of operations,

stockholders’ deficit, and cash flows for each of the years in the two year period ended July 31, 2024, and the related notes (collectively

referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the consolidated

financial position of the Company as of July 31, 2024 and 2023, and the consolidated results of its operations and its consolidated cash

flows for each of the years in the two years in the period ended July 31, 2024, in conformity with accounting principles generally accepted

in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the

Company has incurred losses and negative cash flows from operations since inception and is currently dependent on the stockholders and

lenders to fund its operating activities.

Management’s plans in regard to these matters are also described in Note 1.

The financial

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

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has

accumulated deficit and negative cash flows from operations since inception and is currently dependent on the stockholders and lenders

to fund operating activities.

The management plan regarding these matters are described in Note 1.

The financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is

a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the

audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the

financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion

on the critical audit matter or on the accounts or disclosures to which it relates.

Stock based compensation

Critical Audit Matters

The critical audit matters communicated below

are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to

the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our

especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion

on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions

on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Investments

As discussed in Note 2 to the financial statements,

the Company entered into certain transactions which included the issuance of options or warrants for goods and services which were valued

using a pricing model.

We identified the valuation and accounting treatment

of these issuances to be a critical audit matter because determining the fair value and related accounting treatment of these issuances

involves a high degree of auditor judgment and an increased extent of effort to evaluate the Company’s conclusions.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the conclusions

associated with the valuation and accounting treatment for these issuances involved the following procedures, among others:

We obtained management’s pricing model for the various issuances and tested the significant inputs of the pricing model used to determine the fair value these items.

We reviewed the underlying agreements supporting these issuances and agreed the terms of the issuances to the pricing model used by management.

We recomputed management’s fair value estimate using a similar pricing model to ensure the output was consistent with management’s pricing model output.

the Company’s investment in preferred stock is accounted for at cost minus impairments as it is not currently listed on a registered

securities exchange and the Company reviews the investment at least annually or more often if there are indications of impairment.

We identified the valuation of the preferred stock

to be critical audit matter.

Assessment of the Company’s judgments regarding the use of specific valuation techniques, inputs and

assumptions involved a high degree of subjective auditor judgment.

Changes in these techniques, inputs and assumptions could have a significant

impact on determining the fair value of the preferred stock for the purpose of determining if the preferred shares are impaired.

In particular,

the Company uses the current value of the underlying common stock then discounts the value based on the Black-Scholes Option Pricing Model.

Additionally, the Company makes judgments relating to the life of the options used to determine the implied discount to determine the

fair value of the preferred shares.

How the Critical Audit Matter was addressed

Our audit procedures related to management’s

fair value model to determine the fair value of the preferred shares included:

· Obtaining and reviewing the asset purchase agreement to understand the terms and conditions of the asset

sale and restrictions on converting the preferred stock to common shares and subsequent sale of common shares.

· Obtaining an understanding of management’s process for determining the valuation for preferred stock

including evaluation of the appropriateness of the method selected by the Company, identifying the significant assumptions used to determine

the fair value estimate, and the application of those assumptions in the related method.

· Assessed management’s pricing model and tested the accuracy and completeness of the significant

inputs used in the pricing model.

Assessed the underlying source information where available and mathematical accuracy of the calculations.

/s/ Turner, Stone & Company, L.L.P.

We have served as the Company’s auditor

We have served as the Company’s auditor since

Dallas, Texas

October 30, 2023

November 13, 2024

Odyssey Health, Inc.

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Notes payable, officers and directors

Notes payable, net of unamortized

beneficial conversion feature, debt discount and closing costs of $ 280,340 and $ 48,063

Notes payable, net of unamortized beneficial conversion feature, debt discount and closing costs of $ 38,134 and $ 280,340

Total current liabilities

Fair value, commitments and contingencies (Note 5)

Commitments and contingencies

Stockholders’ deficit:

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Common stock, $ .001

001 par value;

500,000,000 shares authorized with 79,067,879 and 77,860,563 issued and outstanding

shares authorized with 96,709,763

and 79,067,879

issued and outstanding as of July 31, 2024 and July 31, 2023, respectively

Additional paid-in capital

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Total liabilities and stockholders’ deficit

The accompanying notes are an integral part

of these consolidated financial statements.

The accompanying notes are an integral part of these

consolidated financial statements.

Odyssey Health, Inc.

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Fiscal Year Ended July 31,

In-process research and development

Research and development

In-process research and development expense

Research and development expense

Stock-based compensation

General and administrative

Loss from operations

General and administrative expense

Gain on sale of asset

Income (loss) from operations

( 5,314,015 )

Impairment of investment

( 12,955,437 )

Unrealized loss on investment

( 1,638,743 )

Interest expense

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( 5,919,421 )

Deemed dividend

Net loss attributable to common stockholders

$ ( 905,771 )

Basic net loss per share

$ ( 5,919,421 )

Basic net loss per share attributable to common stockholders

Diluted net loss per share

Shares used for basic net loss per share

Shares used for diluted net loss per share

The accompanying notes are an integral part

of these consolidated financial statements.

attributable to common stockholders

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

Shares used for diluted net loss per

share attributable to common stockholders

The accompanying notes are an integral part of these

consolidated financial statements.

Odyssey Health, Inc.

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Consolidated Statements of Stockholders’

Additional Paid-In

Stockholders’

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$ ( 6,155,929 )

Common stock issued for compensation and services

Common stock issued in connection with Prevacus milestone

Stock-based compensation

Common stock issued in connection with debt financing

Common stock issued in equity financing

Beneficial conversion feature issued with debt

Return of shares to treasury

( 23,529,578 )

Common stock issued in conversion of debt

Warrants issued in debt financing

Warrants exercised in connection with debt financing

Return of shares

Deemed dividend

Balances July 31, 2024

$ ( 61,003,146 )

$ ( 5,333,749 )

Additional Paid-In

Stockholders’

Balances July 31, 2022

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Stock-based compensation

Common stock issued in debt financing

Warrants issued in debt financing

Common stock issued in equity financing

Common stock issued in conversion of debt

Common stock issued in debt financing

Common stock issued in option purchase agreement

Warrants issued in debt financing

Return of shares to treasury

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$ ( 6,155,929 )

The accompanying notes are an integral part

of these consolidated financial statements.

The accompanying notes are an integral part of these

consolidated financial statements.

Odyssey Health, Inc.

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$ ( 5,919,421 )

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

Stock issued for services and stock-based compensation

Amortization of beneficial conversion feature, debt discount and closing

Stock issued for in-process research and development

Financing costs paid with stock

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

Stock-based compensation

Gain on sale of asset

( 16,400,687 )

Impairment of investment

Unrealized loss on investment

Financing costs paid with 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 in prepaid expenses and other current assets

Decrease (increase) research and development rebate due from Australian government

Increase in accounts payable

(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 in accrued wages

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Cash flows from investing activities:

Purchased intellectual property

Cash proceeds from sale of assets

Purchase of intellectual property

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Proceeds from borrowings on notes

Proceeds from notes payable

Principal payments made on notes payable

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Net cash provided by financing activities

Net change in cash

Cash, beginning of year

Cash, end of year

Decrease in cash

Beginning of period

End of period

Supplemental disclosure of cash flow information:

Cash paid for interest

Noncash Investing and Financing Activities

Common stock issued for conversion of notes payable and accrued interest

Common stock issued for debt financing commitment shares

Common stock issued in exchange for closing costs

Warrants issued in connection with financings

Supplemental disclosure of non-cash information:

Common stock issued to settle 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 returned to treasury

Deemed dividend

Original issue discount on debt

Beneficial conversion feature recognized

Accounts payable converted into common stock

Stock issued in exchange for closing costs

Accounts payable assumed by Oragenics

Increase in principal of notes payable

Common stock issued for Prevacus milestone

Shares returned to treasury

The accompanying notes are an integral part

of these consolidated financial statements.

Shares issued for exercised warrants

The accompanying notes are an integral part of these

consolidated financial statements.

Odyssey Health, Inc.

Notes to Consolidated Financial Statements

of Operations and Going Concern

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.

Operations and Going Concern

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

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

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

We have three different life saving technologies;

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

intended to treat concussions and rare brain disorders.

We intend to acquire other technologies and assets and plan to be a trans-disciplinary

product development company involved in the discovery, development and commercialization of products and technologies that may be applied

over various medical markets.

We plan to license, improve and/or develop our products and identify and select distribution channels.

intend to establish agreements with distributors to get products to market quickly as well as to undertake and engage in our own direct

marketing efforts.

We will determine the most effective method of distribution for each unique product that we include in our portfolio.

We will engage third-party research and development firms who specialize in the creation of our products to assist us in the development

of our own products and we will apply for trademarks and patents once we have developed proprietary products.

We 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

the CardioMap® heart monitoring and screening device, the Save a Life choking rescue device and a 50% ownership in unique neurosteroid

drug compound intended to treat rare brain disorders.

We intend to acquire other technologies and assets

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

and technologies that may be applied over various medical markets.

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

and select distribution channels.

We intend to establish agreements with distributors to get products to market quickly as well as to

undertake and engage in our own direct marketing efforts.

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

product that we include in our portfolio.

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

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

We are not currently selling or marketing any products,

as our products are in development and Food and Drug Administration (“FDA”) clearance or approval to market our products

will be required to sell in the United States.

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

approvals to sell internationally.

We did not recognize any revenues for the years

ended July 31, 2023 (“fiscal 2023”) or 2022 (“fiscal 2022”) and we had an accumulated deficit of $ 60,097,375 as

of July 31, 2023.

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

Cash available at July 31, 2023 of $ 36,865 will not provide enough working capital to meet our current operating expenses through the

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

or approvals to sell internationally.

We did not recognize any revenues for the

years ended July 31, 2024 (“fiscal 2024”) or 2023 (“fiscal 2023”) and we had an accumulated deficit of

as of July 31, 2024.

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

As of July 31, 2024, we had current liabilities of $ 5,919,895 ,

current assets of $ 56,943 ,

and a working capital deficit of $ 5,862,952 .

Negative working capital at July 31, 2024 did not provide enough working capital to meet our current operating expenses through the

first quarter of fiscal 2025.

The operating deficit and cash balance at July

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 operating deficit and negative working capital at July 31, 2024 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

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

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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.

If we are unable to raise additional capital, secure additional debt financing, secure

additional equity financing, secure a strategic partner, reduce our operating expenditures, or seek bankruptcy protection, 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.

of Significant Accounting Policies

Significant Accounting Policies

Basis of consolidation

The consolidated

financial statements include the accounts of Odyssey Health, Inc.

and our wholly-owned subsidiary Odyssey Group International

Australia, Pty Ltd (collectively, the “Company”).

The consolidated financial

statements include the accounts of Odyssey Health, Inc.

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

(collectively, the “Company”).

All intercompany balances and transactions have been eliminated.

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Basis of accounting

We measure all of our assets and liabilities on

the historical cost basis of accounting unless otherwise required by GAAP.

Research and development rebate due from

the Australian government

We measure all of our assets and liabilities on the

historical cost basis of accounting unless otherwise required by GAAP.

Research and development rebate due from the

Australian government

We receive a 43.5% rebate at the end of each fiscal

year from the Australian government on all research and development performed in Australia.

We record the rebate as expenses are incurred

as an offset to research and development.

We recorded the rebate as expenses were incurred

as an offset to research and development as follows:

Schedule of research and development offset

Fiscal year ended July 31,

Research and development expense offset

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist

of loans and advances receivable and prepaid insurance.

At July 31, 2023 there were no impairment concerns.

Property and equipment, net

As of July 31, 2022, all property and equipment

was fully depreciated.

Depreciation was recorded on a straight-line basis over the estimated useful lives of the assets.

We recognized

depreciation expense of $ 0 and $ 414 , respectively, in fiscal 2023 and 2022.

Prepaid expenses and other current assets

consist of loans and advances receivable and prepaid insurance.

At July 31, 2024 we reserved $ 27,833

for loans and advances receivable.

Intangible assets, net

Intangible assets consist of costs related to

a patent for our ONP-002 drug device combination are analyzed for potential impairment at least annually or whenever events or changes

in circumstances indicate the carrying value may not be recoverable and exceeds the fair value, which is the sum of the undiscounted cash

flows expected to result from the use and eventual disposition of the intangible assets.

We recognized amortization expense of $ 3,416

and $ 2,374 , respectively, in fiscal 2023 and 2022.

Future amortization of intangible assets is as

Schedule of future amortization expense assets

Intangible assets consisted of costs related to a

patent for our concussion drug device combination.

Amortization expense was as follows:

Schedule of amortization expense

Fiscal year ended July 31,

Amortization expense

All intangible assets were sold in the second quarter

of fiscal 2024.

Investment consists of 511,308 shares of Oragenics, Inc.

(“Oragenics”) common stock which is valued quarterly based on the common stock price as

reported by the NYSE American stock exchange.

Our 511,308 shares of Oragenics common stock represented 9.2% of the outstanding shares

of Oragenics common stock at July 31, 2024.

We also hold 7,488,692

shares of Oragenics convertible Series F preferred stock (the “Preferred Stock”) which is accounted for at cost minus

impairments as it is not currently listed on a registered securities exchange.

The Preferred Stock is not accounted for as an equity-method

investment as it does not have voting rights nor board representation and management does not have significant influence over Oragenics.

The Preferred Stock was

discounted based on conditions set forth in the Agreement stating 1) the Series F preferred stock converts into common stock on a 1-to-1

basis not exceeding 19.9% of the total outstanding shares of Oragenics’ common stock, 2) the continued listing of the Oragenics

common stock on the NYSE American Exchange in order for the Series F to convert into common stock, 3) the Black-Scholes Pricing Model

and 4) the limitations under SEC Rule 144, including (i) the number of shares available for sale, (ii) the prescribed holding period of

six months, and (iii) affiliates restrictions on sell in excess of the greater of 1% of the total shares outstanding or the average of

the previous four-week trading volume.

Cost was originally 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 and the value

at December 28, 2023 was $ 12,955,437 .

Due to the decrease in the value of

underlying Oragenics common stock and based on conditions set forth in the Agreement above, we revalued the Series F preferred stock at July 31, 2024 and recorded a 100% impairment

totaling $ 12,955,437 .

See Notes 4 and 6 for additional information regarding

Beneficial conversion feature of convertible

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of the event.

The BCF of a convertible note is a reduction of

the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional

The BCF of a convertible note is a reduction of the

carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional

paid-in-capital and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note,

if sooner) and is charged to interest expense.

Net loss per share

Loss per share

Basic net loss per share is computed by dividing

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Basic and diluted net loss per share were the same for all years presented as we were in a loss position for all periods.

The following securities were excluded from the

calculation of diluted net loss per share because their effect would have been anti-dilutive:

Schedule of antidilutive shares

Fiscal Year Ended July 31,

Options to purchase common stock

Equivalent shares of convertible notes into common stock

Warrants to purchase common stock

Unvested restricted stock units

Total potentially dilutive securities

Stock-based compensation

We recognize stock-based compensation expense

for all restricted stock and stock option awards made to employees, directors and independent contractors.

The fair value of stock option awards (Note 7)

is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized

in accordance with ASC 718 for all restricted stock and stock option awards made to employees, directors and independent contractors.

The fair value of stock option awards (Note 8) is

estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized

as compensation cost over the requisite service period.

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Fair value measurements

The carrying values of cash, prepaid expenses

and other current assets, accounts payable and accrued wages approximate their estimated fair values because of the short-term nature

of these instruments.

The carrying values of cash, prepaid expenses and

other current assets, accounts payable and accrued wages approximate their estimated fair values because of the short-term nature of these

In-process research and development

In-process research and development relates to

the value of 1,000,000 shares of our common stock with a value of $ 0.17 per share issued to Prevacus in connection with the November 2022

Option Agreement (Note 8).

Our in-process research and development costs

are expensed when incurred in accordance with with ASC 730-10-25-2(c) Topic 730 Research and Development.

Pursuant to ASC

730-10-25-2(c), intangibles purchased from others for use in particular research and development projects and that have no

alternative future use, in research and development or otherwise, represent costs of research and development as acquired, and

therefore are expensed when incurred.

In-process research and development relates to the value of 1,000,000 shares

of our common stock with a value of $ 0.17 per

share issued to Prevacus in connection with the November 2022 Option Agreement.

The option was never exercised and the expense was

recognized when incurred.

Research and development

Research and development costs are expensed in

the period when incurred.

Research and development costs are expensed in the

period when incurred.

Income taxes are accounted for based upon an asset

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tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period.

Accounting guidance requires the recognition of

a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain

Accounting guidance requires the recognition of a

financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain

the position following an audit.

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Pronouncements

In August 2020, the FASB issued ASU 2020-06, “Debt

– Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity

(Subtopic 815-40),” which simplifies the accounting for convertible instruments, reduces complexity for preparers and practitioners

and improves the decision usefulness and relevance of the information provided to financial statement users.

ASU 2020-06 also amends the

guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting

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

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020.

We have not yet determined the

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

Purchase Agreement and Asset Purchase Liability

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 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 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 disclosures.

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

fiscal years.

We have 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, 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.

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.

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 certain assets related to the treatment of brain related illnesses and diseases (the

“Assets”) with a total carrying value of $ 48,367 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 $ 16,449,054 ,

which resulted in a gain of $ 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 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 Preferred Stock.

Upon receipt, 511,308

shares of the Preferred Stock, which represented 19.9% of the then outstanding shares of Oragenics common stock, converted

shares of Oragenics restricted common stock.

Then restricted common stock became 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 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

The remaining shares of convertible Preferred

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

on the sale or conversion of the Preferred Stock must include all of the following:

(i) the Corporation shall have applied for and been

approved for initial listing on the NYSE American or another national securities exchange or shall have been delisted from the NYSE American,

and (ii) if, and only if, required by the rules of the NYSE American, the Corporation’s shareholders shall have approved any change

of control that could be deemed to occur upon the conversion of the Preferred Stock into Oragenics Common Stock, based on the facts and

circumstances existing at such time.

Asset Purchase

Agreement and Asset Purchase Liability

On January 7, 2021, we entered into an Asset Purchase

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device (collectively, the “Asset”) in exchange for (i) 7,000,000 shares of our common stock plus (ii) the Milestone Consideration.

Prevacus is a related party, as we are party to a Joint Venture and Intellectual Property Purchase Agreement entered into in June 2019

and its President, Dr.

Jacob VanLandingham, is an employee.

The Milestone Consideration (“Milestone”)

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The value of shares issued were not to exceed $6.0 million based on the price of our common stock on the date the payment would have been due.

This milestone will not be met as the relevant patents lapsed;

This milestone was not met as the relevant patents lapsed;

1,000,000 shares of our common stock upon successful first dosing in a Phase I Clinical Trial for the Asset.

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The value of the 2,000,000 shares related to this milestone shall not exceed $25.0 million based on the price of our common stock on the date the payment is due.

This milestone was not met;

4,000,000 shares of our common stock upon the successful completion of a Phase II Clinical Trial for the Asset that leads to (I) our sale of the Asset to a Third Party resulting in net proceeds to us of at least $50.0 million;

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event has occurred.

To extent the related milestones are not achieved, the above-mentioned Milestone payments will terminate and cease

To the extent the related milestones are not achieved, the above-mentioned Milestone payments will terminate and cease

to exist, and we will no longer be liable thereunder, if said Milestone is not completed within four years after the Closing Date.

Note 5 for additional information.

On March 1, 2021 (the

“Closing Date”), our APA with Prevacus closed and we issued 6,000,000 shares of our common stock valued at $1.18 per share

for the stock granted on the date of acquisition for $ 7,080,000 .

We withheld 1,000,000 shares of our common stock valued at $1.18 per

share, for $ 1,180,000 , in exchange for our payment of certain liabilities of Prevacus which was recorded as an Asset purchase liability

on our Consolidated Balance Sheets.

Any remaining Asset purchase liability, once all obligations have been paid, will be satisfied with

the release of shares of our common stock at $1.18 per share.

“Closing Date”), our APA with Prevacus closed and we issued 6,000,000

shares of our common stock valued at $1.18 per share for the stock granted on the date of acquisition for $ 7,080,000 .

We withheld 1,000,000 shares of our common stock valued at $1.18 per share, for $1,180,000, in exchange for our payment of certain

liabilities of Prevacus which was recorded as an Asset purchase liability on our Consolidated Balance Sheets.

Any remaining Asset

purchase liability, once all obligations have been paid, will be satisfied with the release of shares of our common stock at $1.18

At July 31, 2024 and 2023, the Asset purchase liability was $ 1,125,026 .

In addition, 1,000,000 shares of our common stock

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to the first dosing in a Phase I Clinical Trial in March 2022.

We determined that, in

accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic

730 Research and Development (ASC 730-10-25-2(c)) and pursuant to ASC 730-10-25-2(c), intangibles purchased from others for use in particular

research and development projects and that have no alternative future use in research and development or otherwise, represent costs of

research and development as acquired, and therefore are expensed when incurred.

Accordingly, On March 1, 2021, the date of acquisition,

we expensed $ 9,440,000 as In-process research and development.

Fair Value, Commitments and Contingent Liabilities

We determined that, in accordance

with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 730 Research

and Development (ASC 730-10-25-2(c)) and pursuant to ASC 730-10-25-2(c), intangibles purchased from others for use in particular research

and development projects and that have no alternative future use in research and development or otherwise, represent costs of research

and development as acquired, and therefore are expensed when incurred.

Accordingly, On March 1, 2021, the date of acquisition, we expensed

$9,440,000 as In-process research and development.

Fair Value, Commitments

and Contingent Liabilities

The fair value of financial assets and liabilities

are determined utilizing a three-level framework as follows:

Level 1 – Observable inputs, such

as unadjusted quoted prices in active markets, for substantially identical assets and liabilities.

Level 1 – Observable inputs, such as

unadjusted quoted prices in active markets, for substantially identical assets and liabilities.

Observable inputs other than quoted prices within Level 1 for similar assets and liabilities.

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Unobservable inputs that are supported by little or no market activity, generally requiring a significant amount of judgment by management.

The methods described

above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.

The methods described above

may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.

although we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies

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July 31, 2024 or 2023.

The carrying values of

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

No changes were made

to our valuation techniques during the fiscal year ended July 31, 2023.

The carrying values of cash,

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

No changes were made to our

valuation techniques during the fiscal year ended July 31, 2024.

Financial instruments that

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

Schedule of fair value of financial instruments

July 31, 2024

Oragenics common stock

There were no financial instruments

carried at fair value at July 31, 2023.

Valuation of Oragenics Common Stock

Our 511,308 shares of Oragenics common stock were

valued at $1.04 on July 31, 2024, as quoted on the NYSE American Stock Exchange.

Valuation of Oragenics Series F Preferred

Cost was originally 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 and the value

at December 28, 2023 was $12,955,437.

As discussed in Note

2, we determined that our investment in Oragenics Preferred Stock was 100% impaired due to the decline in value of the underlying Oragenics

common stock and based on conditions set forth in the Agreement stating 1) the Series F preferred stock converts into common stock on

a 1-to-1 basis not exceeding 19.9% of the total outstanding shares of Oragenics’ common stock, 2) the continued listing of the Oragenics

common stock on the NYSE American Exchange in order for the Series F to convert into common stock, 3) the Black-Scholes Pricing Model

and 4) the limitations under SEC Rule 144, including (i) the number of shares available for sale, (ii) the prescribed holding period of

six months, and (iii) affiliates restrictions on sell in excess of the greater of 1% of the total shares outstanding or the average of

the previous four-week trading volume.

Contingent Liabilities

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We determined the value was zero at both periods since it is not yet probable that we will file for FDA clearance.

We also had contingent

consideration at July 31, 2023 and 2022 related to milestones in our Asset Purchase Agreement with Prevacus, Inc.

The fair value of the

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

project (Level 3).

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

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

We also had contingent consideration

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

The fair value of the contingent

consideration is reviewed quarterly and determined based on the current status of the project (Level 3).

Based on these reviews, the fair

value of the contingent consideration was determined to be zero at both periods as it is not yet probable that any of the remaining milestones

See Note 5 for additional information.

Fixed-Rate Debt

We have fixed-rate debt

that is reported on our 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 was as follows:

Schedule of fixed-rate debt

We have fixed-rate debt that

is reported on our 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

The carrying value, excluding unamortized debt discount and debt issuance costs, and the fair value of our fixed-rate long-term

debt was as follows:

Schedule of fair value of fixed-rate long-term

Carrying value

Non-Financial Assets

Non-financial assets, such as Intangible assets,

are measured at fair value on a non-recurring basis when events or circumstances indicate that an impairment may have occurred.

determine these assets to be impaired, they are reported at fair value as calculated during the period.

No non-financial assets were recorded

at fair value during fiscal 2023 or 2022.

Promissory Note

On September 21, 2022,

we entered into a promissory note for $ 30,000 with a consultant for investor relations services with an interest rate of 8 % per annum

and a due date of December 31, 2022.

On December 30, 2022,

this promissory note was amended to extend the maturity date to January 31, 2023.

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

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

other terms and conditions remained the same.

On June 9, 2023, we amended this promissory note

in order to convert the loan into 300,000 shares of our common stock with a value of $ 36,000 .

LGH Investments, LLC

On September 29, 2022, we entered into Amendment

On September 29, 2022, we entered into Amendment No.

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

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$ 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

On December 29, 2022, we

entered into Amendment No.

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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 remained the same.

On March 31, 2023, we entered

into Amendment No.

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

the Amendment No.

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

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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.

All other terms and conditions remained the same.

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

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

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

Pursuant to the Amendment No.

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

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

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

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

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

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

All other terms and conditions

remain the same.

Subsequent to Amendment No.

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

Tysadco Partners, LLC/ClearThink Capital

Partners, LLC

remained 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.

On December 30, 2023, we entered into Amendment No.

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

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 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.

If 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 June 30, 2024, we entered into Amendment No.

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

Pursuant to the Amendment, the

maturity date of the note was extended to December 31, 2024.

As consideration the note conversion price was changed to $0.072 per common

Following these amendments and payments, at July 31,

2024, there was $ 1,035,000 of principal and $ 173,880 of accrued interest outstanding compared to $ 1,055,000 of principal and $ 89,781 of

accrued interest at July 31, 2023.

Tysadco Partners, LLC/ClearThink Capital Partners,

On March 14, 2023, we entered into a Second Amendment

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$ 100,000 of the note into 500,000 shares of our common stock.

Subsequent to this conversion, $ 175,000 remained outstanding on the note.

Subsequent to this conversion, $ 175,000 of principal and $ 20,000 of

accrued interest remained outstanding on the note at July 31, 2023.

This note included a set amount of interest of $20,000 for the life

In addition, Tysadco assigned this note to 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

of accrued 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 and convertible into 20,000 shares of Oragenics common stock currently held by us at the investor’s

In June 2024, this note was amended to provide for settlement of the note by issuing the accredited investor 30,000

shares of Oragenics common stock currently held by us at the investor’s option.

In August 2024, this note was amended to

extended the maturity date to February 13, 2025.

At July 31, 2024, $ 50,000 in principal and $ 2,316 in accrued interest remained outstanding.

Directors and Officers Promissory Notes

On December 21, 2021,

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

and two officers.

On December 21, 2021, and

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

two officers.

Joseph Michael Redmond,

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

On June 30, 2023, we entered into five 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, 2023 and March 31, 2023 with three directors and two officers.

to the Amendments, the maturity date of the Promissory Notes were extended to October 31, 2023 , 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 October 19, 2023, John Gandolfo, former director,

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

$0.12 per share.

On November 1, 2023, we entered into four Promissory

Note Amendments (the “Amendments”) to the Promissory Notes entered into December 21, 2021, and December 22, 2021 with two

directors and two officers to extend the maturity date of the Promissory Notes to January 31, 2024.

All other terms and conditions remained

On July 31, 2024, we entered into four Promissory

Note Amendments (the “Amendments”) to the Promissory Notes entered into December 21, 2021, and December 22, 2021 with two

directors and two officers to extend the maturity date of the Promissory Notes to January 31, 2025 .

All other terms and conditions remained

At July 31, 2024 and

2022, we had $ 16,058 and $ 6,063 , respectively, of accrued interest related to these Promissory Notes.

July 31, 2023, we had $ 100,000 and $ 125,000 , respectively, of principal and $ 20,865

and $ 16,058 ,

respectively, of accrued interest related to these Promissory Notes.

Mast Hill Fund L.P.

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

(“Mast Hill”).

Pursuant to the SPA, we sold Mast Hill

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

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

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

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.

Labrys Fund, LP

On August 14, 2020, we entered into a Securities

Purchase Agreement (the “Labrys SPA”) with Labrys Fund, LP (“Labrys”), pursuant to which Labrys purchased a $ 350,000

(the “Principal Amount”) Self-Amortization Promissory Note (the “Note”) for $ 315,000 in cash with an original

issuance discount of approximately 10%.

The Note bore interest at 12% per year.

In consideration for entering into the Labrys SPA, we

issued 420,000 shares (the “Commitment Shares”) of our common stock with a value of $ 197,400 .

350,000 of the Commitment Shares

(the “Second Commitment Shares”) were to be returned to us if the Note was fully repaid and satisfied on or prior to August

14, 2021 (the “Maturity Date”).

The Note was fully repaid on August 4, 2021 and the shares were returned on August 6, 2021.

We paid Alliance Global Partners, LLP (“A.G.P.”)

as a placement agent a fee of $ 25,200 and other closing costs of $ 6,500 for total closing costs of $ 31,700 which were amortized over the

one-year life of the Note.

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

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 .

Mast Hill converted the following amounts of principal,

interest and fees to shares of our common stock:

Schedule of principal,

interest and fees to shares of common stock

Conversion price per share

Number of shares of our common stock received

June 15, 2023

October 9, 2023

November 6, 2023

November 9, 2023

December 22, 2023

January 18, 2024

Payments made to Mast Hill were as follows:

Schedule of payments made to Mast Hill

September 13, 2023

October 6, 2023

December 13, 2023

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 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

July 31, 2024, and July 31, 2023, respectively, there was $ 499,667

and $ 920,000 of principal, $ 26,694

and $ 15,009 of accrued interest and warrants exercisable for 14,666,667

and 7,000,000 shares of our common stock outstanding.

Accredited Investors Note Purchase Agreement

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

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

on August 15, 2023, at which time the remaining $ 350,000 of the $ 500,000 was received.

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

advance from an accredited investor related to a $ 500,000

Note Purchase Agreement (the “NPA”) entered into with two accredited investors on August 15, 2023, at which time the

additional $350,000 was received.

The NPA had a 12% per annum interest rate and maturity date of August 15, 2024.

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 our common stock at $0.072 per share and no amounts remained outstanding.

Notes Payable Outstanding

Schedule of Notes Payable

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 October 31, 2023, with an interest rate of 8.0% per annum (see Note 10)

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

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

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

Unamortized beneficial conversion feature, debt discount and closing costs

Schedule of notes payable outstanding

July 31, 2024

July 31, 2023

Convertible note issued to LGH due December 31, 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 $0.072 per share

Promissory notes issued to officers and directors due December 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 30,000 shares of Oragenics common stock held by us.

As of the date of this filing, this note remains outstanding.

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 debt discount and closing costs

Unamortized beneficial conversion feature

See Note 14 for discussion of a $300,000 promissory

note entered into in August 2024.

Stock-Based Compensation

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awards that may be issued under the 2021 Plan is 20,000,000 .

At July 31, 2023, no shares remained available for future issuances and 19,475,000

shares of our common stock were reserved for issuance for awards outstanding pursuant to the 2021 Plan.

Awards covering a total of 2,545,000

shares were granted outside of the 2021 Plan in fiscal 2023, all of which were outstanding at July 31, 2023.

Grants to Directors, Officers and Named

Executive Officers Pursuant to the 2021 Plan

On September 14, 2021, three independent Board

members each received 500,000 RSUs with a value of $ 0.45 per share.

In addition, Mr.

Richardson received an initial equity grant of 500,000

RSUs with a value of $ 0.73 per share upon joining the Board on May 6, 2021.

All of the RSUs vested monthly over a 12-month period from

the date of grant.

During fiscal 2023, we recognized $ 795,951 of stock-based compensation related to these awards as a component of General

and administrative.

On May 19, 2022, the Board granted options exercisable

for 500,000 shares of our common stock to each of our four independent directors, 750,000 to Mr.

Redmond and 600,000 to Ms.

of these awards vested 50% in one year and 50% in two years and 100,000 to Dr.

VanLandingham vesting based upon milestones for a total

of 3,450,000 options granted.

The exercise price per share is $0.30 and the options have a 10 year expiration.

During fiscal 2023 and

2022, we recognized $ 524,362 and $ 148,238 , respectively, of stock-based compensation related to these awards as a component of General

and administrative.

On October 14,2022, The Board granted Ms.

granted options exercisable for 500,000 shares of our common stock vesting upon a listing to a higher exchange.

The exercise price is

$0.318 and the options have a 10 year expiration.

During fiscal 2023, we recognized $120,735 of stock-based compensation related to these

awards as a component of General and administrative.

On January 12, 2023, three independent Board members

each received 500,000 RSUs with a value of $ 0.30 per share.

All of the RSUs vest 100% on January 12, 2024.

During fiscal 2023, we recognized

$ 243,750 of stock-based compensation related to these awards as a component of General and administrative.

In January 2023, one independent director retired

and voluntarily forfeited all vested and unvested equity awards, which resulted in a reversal of stock-based compensation of $ 68,497 in

On January 12, 2023, Mr.

Redmond and Ms.

our two executive officers, each received 500,000 RSUs with a value of $0.30 per share.

100,000 shares vested immediately, and 400,000

vest on December 31, 2023.

During fiscal 2023, we recognized $201,816 of stock-based compensation related to these awards as a component

of General and administrative.

During fiscal 2023, we recognized total $866,784

of RSU stock-based compensation as a component of General and administrative.

At July 31, 2024, 830,000 shares remained available for future issuances

and 17,625,000 shares of our common stock were reserved for issuance for awards outstanding pursuant to the 2021 Plan.

Awards covering

a total of 1,995,000 shares were granted outside of the 2021 Plan in fiscal 2024, all of which were outstanding at July 31, 2024.

Stock Options

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Options granted

Options canceled or expired

Options canceled

( 2,800,000 )

Options expired

Options forfeited

Options outstanding at July 31, 2024

Criteria used for determining the Black-Scholes

value of options granted were as follows:

Criteria used for determining the Black-Scholes value

of options granted were as follows:

Schedule of assumptions

14 unchanged sentences

RSUs outstanding at July 31, 2023

RSUs forfeited

( 3,055,554 )

6 unchanged sentences

Warrants issued

Warrants exercised

( 3,537,103 )

Warrants cancelled

( 1,740,675 )

Warrants outstanding at July 31, 2024

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compensation of $ 198,149 , which will be recognized over the weighted average remaining vesting period of 0.75 years.

On August 7, 2023, Mast Hill converted their outstanding

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.

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 fiscal 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 5, 2021, our loan with Labrys Fund,

LP was repaid in full and, per the agreement, on August 6, 2021, 350,000 restricted stock shares were returned to treasury.

On December 21, 2021,

Vivakor, Inc., a shareholder, returned 3,309,578 shares of our common stock and the shares were returned to treasury.

On December 29, 2021,

Regal Growth, LLC, a shareholder, returned 5,000,000 shares of our common stock and the shares were returned to treasury.

On February 2, 2022,

LBL Professional Consulting, Inc., a shareholder, returned 7,500,000 shares of our common stock and the shares were returned to treasury.

On July 27, 2022, PLC

Investments, Inc., a shareholder, returned 7,370,000 shares of our common stock and the shares were returned to treasury.

In September and October 2022, two shareholders

returned at total of 8,800,000 shares of our common stock valued at $ 8,800 to treasury.

Common Stock Issued for Services

On February 9, 2022,

in connection with an investor relations consulting agreement with Tysadco, we issued Tysadco 3,000,000 restricted shares of our common

stock valued at $ 0.53 per share for a total value of $ 1,590,000 which was expensed as a component of General and administrative.

The agreement

includes a leak out provision until the shares have been sold.

On May 8, 2022, we entered into a six-month consulting

agreement for investor relations services.

We granted the investor relations firm 45,000 shares of our common stock valued at $ 0.37 per

share for a total value of $ 16,650 which was expensed as a component of General and administrative.

On May 19, 2022, we entered into a six-month consulting

agreement for investor relations services.

We granted the investor relations firm 500,000 shares of our common stock valued at $ 0.23 per

share for a total value of $ 115,000 which was expensed as a component of General and administrative.

On June 10, 2022, in

connection with our agreement with Prevacus entered into on March 1, 2021, we issued Prevacus 1,000,000

shares of our common stock upon the successful first dosing in our Phase I clinical trial related to our ONP-002 neurosteroid

concussion treatment in the quarter ended April 30, 2022.

On July 20, 2022, we entered into a consulting

agreement for investor relations services.

We granted the investor relations firm 200,000 shares of our common stock valued at $ 0.20 per

share for a total value of $ 40,000 which was expensed as a component of General and administrative.

In September and October 2022 and March 2023,

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

an average price of $ 0.19 per share for a total value of $ 433,800 which was expensed as a component of General and administrative.

Reverse Split

At our annual stockholder meeting held on January

12, 2023, the stockholders approved the proposal that granted the Board discretionary authority to amend our Certificate of Incorporation

to effect a reverse stock split of the issued and outstanding shares of our common stock in a range of not less than two shares and not

more than 200 shares at any time on or before December 31, 2023.

As determined by our Board, such stock split could be effected at a time

and choosing of the Board.

The amendment did not change the number of authorized shares of common stock or preferred stock or the relative

voting power of our stockholders.

The number of authorized shares will not be reduced.

The number of authorized but unissued shares of

our common stock will materially increase and will be available for re-issuance.

We reserve the right not to effect any reverse stock

split if the Board does not deem it to be in the best interests of our stockholders and the Board's decision as to whether and when to

effect the reverse stock split will be based on a number of factors, including prevailing market conditions, existing and expected trading

prices for our common stock, actual or forecasted results of operations, and the likely effect of such results on the market price of

our common stock.

Tysadco Partners

On October 18, 2021, we entered into a Securities

Purchase Agreement (the “SPA”) with Tysadco Partners (“Tysadco”) pursuant to which we received $ 250,000 in cash

from Tysadco and Tysadco received (i) 1,500,000 restricted shares of our common stock, and (ii) 833,333 warrants exercisable at $ 0.50

per common share expiring in five years.

In June 2021, we sold 500,000 shares of our common

stock at $ 0.59 per share along with a five-year share purchase warrant exercisable for 500,000 shares of our common stock at a price of

$ 1.00 per share for total an aggregate purchase price of $ 295,000 to Tysadco, an accredited investor, which also provided certain consulting

services to us.

The purchase price was paid with $ 250,000 cash and the satisfaction of $ 45,000 of amounts due to Tysadco for its consulting

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 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 of 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 April 30, 2024.

Restricted Shares Issued

to Consultants

In September and October

2022 and March 2023, in connection with entering into consulting agreements, we issued consultants 2,300,000 restricted shares of our

common stock valued at an average price of $ 0.19 per share for a total value of $ 433,800 which was expensed as a component of General

and administrative.

Lincoln Park Capital Fund

5 unchanged sentences

August 2020 Securities Purchase Agreement

On August 14, 2020, we entered into a Purchase

Agreement (the “LPC Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park” or “LPC”).

Pursuant to the LPC Purchase Agreement, we have the right, in our sole discretion, to sell to LPC up to $10,250,000 in shares of our common

stock, from time to time over a 36-month period.

In consideration for entering into the LPC Purchase Agreement, we issued 793,802 shares

of our common stock to LPC.

Upon entering into the LPC Purchase Agreement,

we sold 602,422 shares of our common stock to LPC in an initial purchase for a total purchase price of $ 250,000 .

Thereafter, and subject

to the conditions of the LPC Purchase Agreement and RRA, on any business day and subject to certain customary conditions, we may direct

LPC to purchase to up to 200,000 shares of our common stock (such purchases, “Regular Purchases”).

The amount of a Regular

Purchase may increase up to 100,000 shares of common stock under certain circumstances based on the market price of the common stock.

There are no limits on the price per share that LPC may pay to purchase common stock under the LPC Purchase Agreement, provided that LPC’s

committed obligation under any Regular Purchase shall not exceed $50,000 unless the median aggregate dollar value of the volume of shares

of common stock during the 20 consecutive trading day period ending on the date of the applicable Regular Purchase equals or exceeds $100,000,

in which case LPC’s committed obligation under such single Regular Purchase shall not exceed $500,000.

In addition, if we have directed LPC to purchase

the full amount of common stock available as a Regular Purchase on a given day, we may direct LPC to purchase additional amounts as “accelerated

purchases” and “additional accelerated purchases” as set forth in the LPC Purchase Agreement.

The purchase price of

shares of our common stock will be based on the then prevailing market prices of such shares at the time of sale.

The LPC Purchase Agreement

limits our sale of shares of common stock to LPC, and LPC’s purchase or acquisition of common stock from us, to an amount of common

stock that, when aggregated with all other shares of our common stock then beneficially owned by LPC would result in LPC having beneficial

ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of our common stock.

The LPC Purchase Agreement contains customary

representations, warranties, covenants, closing conditions and indemnification and termination provisions.

LPC has covenanted not to cause

or engage in any manner whatsoever, any direct or indirect short selling or hedging of our common stock.

The LPC Purchase Agreement does

not limit our ability to raise capital from other sources in our sole discretion;

provided, however, that we shall not enter into any

“Variable Rate Transaction” as defined in the LPC Purchase Agreement, including the issuance of any floating conversion rate

or variable priced equity-like securities, but excluding any “At-the-Market” offering with a registered broker-dealer, until

the later of (i) the 36-month anniversary of the date of the LPC Purchase Agreement, and (ii) the 36-month anniversary of the Commencement

Date (if the Commencement has occurred), in either case irrespective of any earlier termination of the LPC Purchase Agreement.

Purchase Agreement may be terminated by us at any time and at our discretion without any cost to us.

On August 14, 2020, we entered into a Purchase Agreement

(the “LPC Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park” or “LPC”).

to the LPC Purchase Agreement, we had the right, in our sole discretion, to sell to LPC up to $10,250,000 in shares of our common stock,

from time to time until the expiration on December 31, 2023.

In consideration for entering into the LPC Purchase Agreement, we issued

793,802 shares of our common stock to LPC.

Upon entering into the LPC Purchase Agreement, we

sold 602,422 shares of our common stock to LPC in an initial purchase for a total purchase price of $ 250,000 .

Thereafter, and through

the expiration date, LPC purchased a total of 7,982,518 shares of our common stock for total proceeds to us of $ 2,656,106 .

Of these amounts, 600,000

and 3,633,591 shares were purchased for total proceeds to us of $ 55,620 and $ 580,220 , respectively, in fiscal 2024 and 2023.

In connection with the LPC transaction, we engaged

as a placement agent to help raise capital.

introduced us to LPC, for which we agreed to pay A.G.P.

a fee of 8% of the amount

of the funds received from LPC, which totaled $20,000 in the quarter ended October 31, 2020.

will also receive a fee totaling 8%

of any additional funds raised pursuant to the LPC Purchase Agreement.

At July 31, 2021, we paid A.G.P.

a total of $ 97,718 in connection

with the 1,550,904 shares purchased from January 2021 through July 31, 2021 and at July 31, 2023, we have accrued $ 13,750 in Accounts

payable related to this amount and no additional fees are required to be paid.

introduced us to LPC, for which we paid A.G.P.

a fee of 8% of the amount of

the funds received from LPC., which totaled $111,468 over the life of the LPC Purchase.

In addition, and in consideration for the service

4 unchanged sentences

the $220,000, $91,667 was netted against the LPC equity transaction and $128,333 was recorded as debt closing costs related to the Labrys

transaction and is being amortized over the one-year life of the note.

Shares purchased by LPC, including the initial

purchase, are summarized below:

Schedule of Shares purchased

Purchase Date

August 14, 2020

February 2021

September 2021

February 2022

September 2022

November 2022

December 2022

February 2023

See Note 13 for information regarding subsequent

sales to LPC.

In connection with an amendment to the LGH Note,

dated February 1, 2022, we issued LGH 100,000 shares of our common stock with a value of $ 51,000 .

transaction and was amortized over the one-year life of the note.

In connection with an amendment to the LGH Note, dated

February 1, 2022, we issued LGH 100,000 shares of our common stock with a value of $ 51,000 .

See Note 6 for additional information.

Private Placement

On February 2, 2022, we entered into an

agreement to raise money through a private investment in a public entity (“PIPE”).

We offered up to 14,285,714

Units (the “Units”) at $ 0.35

per Unit (the “Offering”).

Each Unit consisted of one share of our common stock (the “Shares”) and one-half

of an accompanying warrant (the “Investor Warrants”).

Each full warrant is exercisable for one share of our common stock

The Investor Warrants have a term of 5 five years and, in certain circumstances, may be exercised on a cashless basis.

The Share and Investor Warrant comprising each Unit are immediately separable and were issued separately.

The Offering was made on a “Minimum”

basis, meaning a minimum amount of money must be raised.

The minimum amount of $ 1,000,000 was raised effective April 14, 2022.

we issued a total of 2,870,800 Units, consisting of 2,870,800 Shares and 1,435,400 Investor Warrants for gross proceeds to us of $ 1,004,780 .

Net proceeds after deducting commissions and fees were $ 849,302 .

On May 3, 2022, the second closing of the PIPE

occurred, pursuant to which we issued 1,187,572 Units, consisting of 1,187,572 shares of our common stock at $ 0.25 per Unit and warrants

to purchase 593,786 shares of our common stock for which we received $ 415,650 in gross proceeds.

Net proceeds after deducting commissions

and fees were $ 374,085 .

As part of the second closing, we issued Laidlaw 608,755 warrants with an exercise price of $ 0.35 per share with

a five-year cashless exercise.

In connection with the Offering, we paid Laidlaw

& Company (UK) Ltd.

(“Laidlaw”), our introducing broker, 10% of the proceeds, or $ 100,478 in cash, as a finder fee.

the second closing of the Offering, we are obligated to issue Laidlaw warrants equal to 10% of the Shares sold in the Offering, including

any common stock issued or issuable.

The Warrants will have an exercise price equal to the lowest price per share of the share of common

stock issued or issuable to investors in the offering and will expire in five years.

The Laidlaw warrants will include cashless exercise

We filed a Form S-1 on July 29, 2022 to register

all shares issued and issuable pursuant to the PIPE and it became effective on August 9, 2022.

Prevacus Option Agreement

On November 21, 2022,

we entered into an Option to Purchase Intellectual Property Agreement (the “Option Agreement”) with Prevacus, Inc., which

expired May 20, 2023.

We had the option to purchase and acquire from Prevacus, free and clear of all encumbrances, 100% of Prevacus’

right, title, and interest in the worldwide and USPTO Patents to ONP-001 and one Enantiomer.

As consideration, we issued Prevacus 1,000,000

shares of our common stock at $ 0.17 per share for a total value of $ 170,000 which was expensed as In-process research and development

in fiscal 2023.

The compensation that would have been paid to Prevacus for 100% of ONP-001 was 2,000,000 shares of our common stock and

the consideration for the enantiomer would have been 1,000,000 shares of our common stock.

The total purchase price would have been net

of any equity paid to purchase the Option.

On November 21, 2022, we

entered into an Option to Purchase Intellectual Property Agreement (the “Option Agreement”) with Prevacus, Inc., which expired

May 20, 2023.

We had the option to purchase and acquire from Prevacus, free and clear of all encumbrances, 100% of Prevacus’ right,

title, and interest in the worldwide and USPTO Patents to ONP-001 and one Enantiomer.

As consideration, we issued Prevacus 1,000,000 shares

of our common stock at $ 0.17 per share for a total value of $ 170,000 which was expensed as In-process research and development in fiscal

The compensation that would have been paid to Prevacus for 100% of ONP-001 was 2,000,000 shares of our common stock and the consideration

for the enantiomer would have been 1,000,000 shares of our common stock.

The total purchase price would have been net of any equity paid

to purchase the Option.

Common Stock Issued

in Connection with Debt Financings

As discussed above in

Note 6, we issued the following shares of our common stock in connection with debt financings during fiscal 2023 and 2022:

200,000 shares in connection with Tysadco convertible debt financing with a fair value of $ 17,718 ;

100,000 shares in connection with LGH convertible debt amendment with a fair value of $ 51,000 ;

As discussed above in Note

7, we issued the following shares of our common stock in connection with debt financings during fiscal 2024 and 2023:

1,500,000 shares issued on November 10, 2022 upon the conversion by LGH of $ 300,000 of their outstanding convertible note;

213,725 shares with a value of $ 13,443 issued to Carter Terry & Company, Inc.

in connection with Mast Hill Fund, L.P.

1,500,000 shares upon the conversion by LGH of $ 300,000 of their outstanding convertible note;

500,000 shares upon the conversion by ClearThink of $ 100,000 of their outstanding convertible note,

300,000 shares upon the conversion by a consultant of $ 36,000 of their outstanding convertible note, and

560,000 shares upon the conversion by Mast Hill of $ 40,250 accrued interest and $ 1,750 fees.

on December 13, 2022 in connection with Mast Hill financing;

500,000 shares on March 14, 2023 in connection with ClearThink’s Amendment No.2 with the conversion of $ 100,000 ;

560,000 shares issued to Mast Hill on June 15, 2023 in connection with their conversion of $ 40,250 of accrued interest and $ 1,750 of fees;

1,610,390 shares on August 7, 2023 upon Mast Hill’s cashless exercise of warrants exercisable for 2,000,000 shares of our common stock;

238,792 shares issued to John Gandolfo on October 19, 2023 in connection with the conversion of his $ 25,000 note payable;

417,000 shares issued on October 29, 2023 upon Mast Hill’s conversion of $ 47,653 of principal, $ 5,167 of accrued interest and $ 1,750 of fees;

695,000 shares issued on November 6, 2023 upon Mast Hill’s conversion of $ 42,710 of principal, $ 5,580 of accrued interest and $ 1,750 of fees;

695,000 shares issued on November 29, 2023 upon Mast Hill’s conversion of $ 43,975 of principal, $ 4,315 of interest and $ 1,750 of fees;

695,000 shares issued on December 22, 2023 upon Mast Hill’s conversion of $ 46,833 of principal, $ 1,457 of accrued interest and $ 1,750 of fees;

975,000 shares on December 20, 2023 in connection with ClearThink’s conversion of its $ 175,000 convertible note and $ 20,000 of accrued interest;

7,343,989 shares issued to accredited investors on December 29, 2023 upon conversion of $ 500,000 of principal and $ 28,767 of accrued interest;

695,000 shares issued on January 18, 2024 upon Mast Hill’s conversion of $ 44,266 of principal, $ 4,024 of accrued interest and $ 1,750 of fees;

1,926,713 shares on March 14, 2024 upon Mast Hill’s cashless exercise of warrants exercisable of 2,778,778 shares of our common stock.

We file income tax returns in the U.S.

jurisdiction and the various states in which we operate.

We registered with the Franchise Tax Board in the State of California in tax

We registered with the Franchise Tax Board in the State of California in

tax year 2020.

Our tax returns are not currently under examination for any year.

Our deferred tax assets consist of federal net operating

loss carryforwards that expire through the year 2036.

The deferred tax assets are net of a 100% valuation allowance as it is more likely

than not at this time the deferred tax assets will not be realized within the carryforward period due to substantial uncertainty as to

our ability to continue as a going concern (Note 1).

Our deferred tax assets consist of federal net

operating loss carryforwards that expire through the year 2036.

The deferred tax assets are net of a 100% valuation allowance as it

is more likely than not at this time that the deferred tax assets will not be realized within the carryforward period due to

substantial uncertainty as to our ability to continue as a going concern (Note 1).

The following table reconciles the U.S.

statutory rate to our effective tax rate:

federal statutory

rate to our effective tax rate:

Schedule of effective income tax rate reconciliation

9 unchanged sentences

Our net deferred tax asset was as follows:

Schedule of deferred tax assets and liabilities

Schedule of net deferred tax assets

Deferred tax asset

3 unchanged sentences

Net deferred tax asset

As of July 31, 2023, we had $ 13,745,873 of federal

net operating loss carry forwards.

As of July 31, 2024, we had $ 28,831,391

of federal net operating loss carry forwards.

These carry forwards, if not used, will begin to expire in 2040.

Current or future ownership changes

may severely limit the future realization of these net operating losses.

We provide for a valuation allowance when it is

more likely than not that they will not realize a portion of the deferred tax assets.

We established a valuation allowance against our

net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the

Current or future ownership changes may severely limit the future realization of these net operating losses.

We provide for a valuation allowance when it is more

likely than not that they will not realize a portion of the deferred tax assets.

We established a valuation allowance against our net

deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets.

Therefore, we have not reflected any benefit from such deferred tax assets in the accompanying financial statements.

8 unchanged sentences

until the year in which the stock vests unless the employee makes an affirmative election to include income in the year of receipt.

We reviewed all income tax positions taken or

that are expected to be taken for all open years and determined that our income tax positions are appropriately stated and supported for

all open years.

We reviewed all income tax positions taken or that

are expected to be taken for all open years and determined that our income tax positions are appropriately stated and supported for all

We are subject to U.S.

10 unchanged sentences

Due to Officers

The following amounts were due to our officers

for reimbursement of expenses and were included in Accounts payable on our Consolidated Balance Sheets:

The following amounts were due to our officers for

reimbursement of expenses and were included in Accounts payable on our Consolidated Balance Sheets:

Schedule of related party payables

Christine Farrell, CFO

The amount of unpaid salary and bonus due to our

officers was included in Accrued wages on our Consolidated Balance Sheets and was as follows:

The amount of unpaid salary and bonus due to our officers

was included in Accrued wages on our Consolidated Balance Sheets and was as follows:

Schedule of accrued wages

Christine Farrell, CFO

On January 31, 2022, the Compensation Committee

and our full Board approved the 2021 bonus plan.

Pursuant to the plan, Mr.

Redmond received a $ 360,000 bonus and Ms.

Farrell received

a $ 40,000 bonus based upon meeting fund raising goals.

The bonuses will be paid when funds are available and are included in the amounts

disclosed in the above table.

See Note 6 for a discussion of $ 25,000 Promissory Notes payable to

each of two officers and three directors.

See Note 7 for a discussion of RSUs and stock option grants to each

of our four directors, two officers and Dr.

VanLandingham.

Related Party Transaction

On March 1, 2021, as part of the Prevacus APA

VanLandingham’s employment agreement, Dr.

VanLandingham was granted 1,000,000 stock options with a fair market value of

250,000 shares vested on signing of closing documents;

250,000 shares vest on Phase 1A first

dosing of human, 250,000 shares vest on Phase 1B first dosing of human;

and 250,000 shares vest upon us being accepted on NASDAQ.

amount is being expensed over the life of the awards and $ 37,872 , and $ 295,845 was expensed to General and administrative in fiscal 2023

and 2022, respectively.

As of July 31, 2023, $ 11,138 remained to be expensed in future periods.

In March, May and December 2021, November and

December 2022 and January 2023, we entered into loans with Prevacus Inc.

for a total of $25,192.

The loans have an annual interest rate

of 3% per annum.

At July 31, 2023, accrued interest totaled $930 and to date the loans had not been repaid and continue to accrue interest.

At July 31, 2023, we have advanced Dr.

VanLandingham

$ 35,700 , which is being repaid through payroll deductions.

5, 2022, we received a donation in the amount of $ 500,000 in partnership with the Erase PTSD Now organization and the Glenn Greenberg

and Linda Vester Foundation.

These funds were recorded as Other income in our Statements of Operations and were used to progress the Phase

I human clinical trials for drug candidate ONP-002 for the treatment of concussion.

It was contemplated, a royalty of one-half of one

percent be paid to Erase PTSD Now in perpetuity.

At this time there is no agreement in place and the parties may or may not enter into

an agreement in the future.

Research and Development

Rebate due from Australian Government

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

For the year ended July 31,

Research and development expense offset

Subsequent to July 31, 2023 and through October

30, 2023, we sold 500,000 shares of our common stock to LPC for total proceeds of $45,820.

As of October 30, 2023, LPC had purchased a

total of 7,882,518 shares of our common stock for total proceeds of $2,646,306 and the remaining purchase availability was $7,603,694

and the remaining shares available were 11,388,846.

On August 7, 2023, pursuant to the SPA, Mast Hill

converted a portion of their warrant exercisable for 2,000,000 shares of our common stock into 1,610,390 shares of our common stock at

an exercise price of $0.075 per share.

Following this conversion, 389,610 shares remained available pursuant to this warrant.

Note Purchase Agreement

On August 15, 2023, we entered into a $500,000

Note Purchase Agreement (the “NPA”) with two accredited investors.

Pursuant to the terms and conditions as set forth in the

NPA (i) the note is due and payable in full on or after the later of August 15, 2024 or 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 our 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.

LGH Promissory 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.

Mast Hill Promissory Note

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

of principal and $26,382 of interest on their outstanding promissory note due June 13, 2024.

Following this payment, $820,000 of principal

and no accrued interest remained due.

On October 9, 2023, Mast Hill converted $47,653 together with $637 interest, and $1,750 for fees totaling $50,040

into 417,000 shares of common stock at a conversion price of $0.12 per share.

Following this conversion, $727,451 of principal remained

Oragenics, Inc.

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

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

(“Oragenics” the “Purchaser”).

to the Purchase Agreement, the we have agreed to sell and assign, certain assets and certain liabilities related to a segment of Odyssey’s 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 (“Series F Preferred Stock”),

on and subject to the terms and conditions set forth therein (such transaction, the “Odyssey Asset Purchase”).

The Purchased

Assets include drug candidates for treating mild traumatic brain injury (mTBI), also known as concussion, and for treating Niemann Pick

Disease Type C (NPC), as well as our proprietary powder formulation and its nasal delivery device.

We received $500,000 upon the execution of the

Purchase Agreement on October 4, 2023 and will receive the additional $500,000 upon the earlier of (a) the closing of the Purchase Agreement

(the “Closing”), (b) within three (3) business days after the date that the Company has obtained the its stockholders’

approval approving the Odyssey Asset Purchase and (c) immediately upon the Purchasers’ wrongful termination of the Purchase Agreement

in breach of the Purchase Agreement.

The closing of the Asset Purchase is expected

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

we shall have obtained all required consents to the Odyssey Asset Purchase;

(2) We shall have obtained shareholder approval to the Asset

(3) the Oragenics’ shareholders shall have approved (a) the increase in the its authorized Common Stock from 4,166,666

to 350,000,000 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 Odyssey, 1,592,000 of which will automatically convert into 1,592,0000

shares of Oragenics common stock, resulting in Odyssey holding 19.9% of Oragenics common stock.

As of October 27, 2023, Oragenics

common stock traded at $3.37 per share.

At this price, the 8,000,000 shares of convertible Series F Preferred Stock would be valued

at $27 million and the 19.9% 1,592,000 shares of Oragenics common stock would be valued at $5.4 million.

The remaining 6,408,000 shares of convertible

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

On October 4, 2023, we uplisted to the

OTCQB Market.

Resignation of Director and Employment Matters

On October 5, 2023, John Gandolfo resigned as

a director of the Company.

On October 19, 2023, Mr.

Gandolfo converted his convertible promissory note plus accrued interest into 238,792

shares of our common stock at an exercise price of $0.12 per share.

On October 26, 2023, Dr.

VanLandingham separated

his employment from the Company as Technical Lead and was engaged on a contractual basis to continue working on the ONP-002 concussion

drug clinical research and development.

At October 26, 2023, the Company owed Dr.

VanLandingham $31,838 and his incentive stock options

will continue to vest as long as he remains a consultant.

See Note 7 for a discussion of $ 25,000 Promissory Notes payable to each

of two officers and two directors.

Net Loss Per Share

The following securities were excluded from

the calculation of diluted net loss per share because their effect would have been anti-dilutive:

Schedule of anti-dilutive securities

Fiscal Year Ended July 31,

Options to purchase common stock

Equivalent shares of convertible notes into common stock

Warrants to purchase common stock

Unvested restricted stock units

Total potentially dilutive securities

and Contingencies

We were 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.

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 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 alleged as part of these negotiations VDH agreed to suspend all negotiations with all other suitors in order to pursue the merger

VDH alleged 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 alleged Hainey provided VDH with $20,000.

VDH contended they relied upon Hainey’s

and our representations to their detriment as they incurred substantial expense exhausting all of the $ 20,000 .

We 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 was held on July, 8, 2024, in the Kent County Superior Court.

As no timely objection was filed,

and after hearing the motion, the presiding Judge granted the motion to dismiss and the Order was signed on July 24, 2024.

Promissory Note

14, 2024, we entered into a $300,000 promissory note (the “Note”) with an accredited investor.

The $300,000 was received

on August 22, 2024.

The Note has a one-year maturity, becoming due on August 22, 2025, and bears interest at the rate of 18% per

In addition, we issued the investor a warrant to purchase 300,000 shares of our common stock at $0.10 per share that expires

August 14, 2029.

Accredited Investor Note Amendment

In August 2024, we amended our six-month $50,000

promissory note with Jonathan Lutz to extended the maturity date to February 13, 2025.

On October 29, 2024, we entered into Amendment

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

Pursuant to the Amendment, the $200,000 amortization

payment due September 13, 2024, was extended to March 13, 2025, and the maturity date was extended to June 13, 2025.

As consideration,

we entered into a Pledge Agreement, pledging one million (1,000,000) shares of Oragenics’ stock held by us as collateral, until

the note is paid.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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-K

Item 8. Financial Statements and Supplementary Data