What changed in this filing

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Item 1. Financial Statements

2024-12-16 compared with 2024-06-14 · 316 added, 526 removed, 212 unchanged (80% of the section changed)

1 unchanged sentence

Odyssey Health, Inc.

Condensed Consolidated Balance Sheets

and Subsidiaries

Consolidated Balance Sheets

Current assets:

2 unchanged sentences

Total current assets

Intangible assets, net of accumulated amortization of $ 0 and $ 5,376

Liabilities and Stockholders' Deficit

5 unchanged sentences

Notes payable, officers and directors

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

closing costs of $ 84,123 and $ 280,340

Notes payable, net of unamortized debt discount and closing costs of $ 31,676 and $ 38,134

Total current liabilities

Commitments and contingencies

Stockholders' equity (deficit):

Stockholders' deficit:

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

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 96,359,763 and 79,067,879 shares issued

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

Common stock, $ 0.001 par value, 500,000,000 shares authorized, 96,709,763 shares issued and outstanding

Additional paid-in-capital

2 unchanged sentences

( 61,003,146 )

Total stockholders' equity (deficit)

Total stockholders' deficit

( 6,278,825 )

Total liabilities and stockholders' equity

( 5,333,749 )

Total liabilities and stockholders' deficit

The accompanying notes are an integral part

of these condensed consolidated financial statements.

of these unaudited consolidated financial statements.

Odyssey Health, Inc.

Condensed Consolidated Statements of Operations

For the Three Months Ended

For the Nine Months Ended

In-process research and development expense

Research and development expense

and Subsidiaries

Consolidated Statements of Operations

For the Three Months Ended October 31,

Research and development

Stock-based compensation

General and administrative expense

Loss from operations

( 1,094,610 )

( 2,377,043 )

( 4,658,907 )

General and administrative

Gain on sale of asset

Loss on investment

( 1,700,909 )

Loss from operations

Unrealized loss on investment

Interest expense

Other income (expense), net

Net income (loss)

( 1,284,104 )

( 5,105,412 )

Deemed dividend

Net income (loss) attributable to common stockholders

$ ( 842,341 )

Other income, net

$ ( 1,018,906 )

$ ( 538,035 )

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

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

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

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

Basic net loss per share

Diluted net loss per share

Shares used for basic net loss per share

Shares used for diluted net loss per share

The accompanying notes are an integral part

of these condensed consolidated financial statements.

of these unaudited consolidated financial statements.

Odyssey Health, Inc.

Condensed Consolidated Statements of Stockholders'

Equity (Deficit)

and Subsidiaries

Consolidated Statements of Stockholders’

Balances, July 31, 2024

2 unchanged sentences

Stock-based compensation

Common stock issued in debt financing

Common stock issued in equity financings

Warrants exercised in connection with debt financing

Warrants issued in debt financing

Return of shares

Balances, October 31, 2023

( 1,018,906 )

Stock-based compensation

Common stock issued in debt financing

Common stock issued in equity financings

Deemed dividend

Balances, January 31, 2024

Balances, October 31, 2024

$ ( 62,022,052 )

Stock-based compensation

Warrants exercised in connection with debt financing

Balances, April 30, 2024

$ ( 6,278,825 )

3 unchanged sentences

Stock-based compensation

Common stock issued in equity financings

Return of reserved shares

( 8,800,000 )

( 2,149,580 )

Balances, October 31, 2022

( 56,327,534 )

( 5,383,797 )

Stock-based compensation

Common stock issued in debt financing

Warrants issued in debt financing

Common stock issued in equity financings

Common stock issued in conversion of debt

Common stock issued in option purchase agreement

( 1,671,728 )

Balances, January 31, 2023

( 57,999,262 )

( 5,366,781 )

Stock-based compensation

Common stock issued in equity financings

Common stock issued in conversion of debt

( 1,284,104 )

Balances, April 30, 2023

Warrants exercised in connection with debt financing

Warrants issued in debt financing

Return of shares

Balances, October 31, 2023

$ ( 60,635,410 )

1 unchanged sentence

The accompanying notes are an integral part

of these condensed consolidated financial statements.

of these unaudited consolidated financial statements.

Odyssey Health, Inc.

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended April 30,

and Subsidiaries

Consolidated Statements of Cash Flows

For the Three Months Ended

Cash flows from operating activities:

Net income (loss)

$ ( 1,018,906 )

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

Stock-based compensation

Gain on sale of asset

$ ( 538,035 )

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

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

Stock-based compensation

Financing costs paid via issuance of common stock

Amortization of debt discount and closing costs

Allowance for research and development rebate due

Unrealized losses on investment

Changes in operating assets and liabilities:

(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

Increase in research and development rebate due

Increase in accounts payable

Increase (decrease) in accrued wages

Increase in accrued interest

Net cash used in operating activities

( 1,151,575 )

( 1,354,850 )

Cash flows from investing activities:

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 notes payable

Principal payments made on notes payable

Closing costs paid for notes payable

Proceeds from sale of common stock

Principal and interest payments made on notes payable

Proceeds from equity financing

Net cash provided by financing activities

Increase (decrease) in cash

Increase in cash and cash equivalents

Cash and cash equivalents:

4 unchanged sentences

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 issued for exercised warrants

Shares returned to treasury

Deemed dividend

Original issue discount on debt

Stock issued in exchange for closing costs

Common stock issued in option purchase agreement

Accounts payable assumed by Oragenics

Warrants issued in connection with debt financing

Return of shares

Shares issued for exercised warrant

Debt principal, interest and fees converted to common stock

The accompanying notes are an integral part

of these condensed consolidated financial statements.

of these unaudited consolidated financial statements.

Odyssey Health, Inc.

Notes to Condensed Consolidated Financial Statements

Basis of Presentation,

Nature of Operations and Going Concern

and Subsidiaries

Notes to Consolidated Financial Statements

Basis of Presentation and Nature of Operations

Basis of Presentation

The accompanying condensed consolidated financial

information of Odyssey Health, Inc.

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

The accompanying consolidated financial information

of Odyssey Health, Inc.

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

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

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

All intercompany balances and

transactions have been eliminated.

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

unless otherwise noted, which are, in the opinion of management, necessary for a fair presentation of the financial position, results

of operations and cash flows for the interim periods.

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

on Form 10-K.

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

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

The results of operations for the interim periods

presented are not necessarily indicative of the results to be expected for the full year.

All intercompany balances and transactions

have been eliminated.

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

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

flows for the interim periods.

The consolidated financial information as of July 31, 2024 is derived from our 2024 Annual Report on Form

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

the notes thereto included in our 2024 Annual Report on Form 10-K filed with the SEC on November 13, 2024.

The consolidated results of

operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

Significant Accounting Policies

Our significant accounting policies have

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

ended July 31, 2023.

Our investments include the Series F preferred

stock and common stock of Oragenics, Inc.

that were acquired on December 28, 2023.

The common stock of Oragenics is valued quarterly

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

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

the fair value of the stock.

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

and disclosure of fair value for this investment.

The Series F preferred stock is carried at cost

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

Cost was determined utilizing the Black-Scholes pricing

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

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

This investment is

carried at cost less any impairment, if applicable.

We assess the recoverability of this investment periodically and recognize impairment

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

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

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

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

Our significant accounting policies have not changed

during the three months ended October 31, 2024 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2024.

Nature of Operations

Our corporate mission is to create or acquire

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

differentiation in the market.

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

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

two different technologies in research and development stage;

the CardioMap® heart monitoring and screening device, and the Save a

Life choking rescue device.

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

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

(“Oragenics”).

The closing of the Agreement was completed on

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

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

(ii) 8,000,000 shares

of convertible Series F Preferred Stock;

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

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

serve an unmet medical need..

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

complete clinical trials and manufacture products according to FDA regulations.

We have two different technologies;

the CardioMap®

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

We intend to acquire other technologies and assets

8 unchanged sentences

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

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

proprietary products.

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

our products in the United States.

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

to sell internationally.

products, as our products 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.

Going Concern

We did not recognize any revenues for the year

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

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

Cash available at

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

The operating deficit indicates substantial doubt

about our ability to continue as a going concern.

Our continued existence depends on the success of our efforts to raise additional capital

necessary to meet our obligations as they come due and to obtain sufficient capital to execute our business plan.

We may obtain capital

primarily through issuances of debt or equity or entering into collaborative arrangements with corporate partners.

There can be no assurance

that we will be successful in completing additional financing or collaboration transactions or, if financing is available, that it can

be obtained on commercially reasonable terms.

If we are not able to obtain the additional financing on a timely basis, we may be required

to further scale down or perhaps even cease operations.

ended July 31, 2024, or the three months ended October 31, 2024, and we had an accumulated deficit of $ 62,022,052 as of October 31, 2024.

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

Cash available

at October 31, 2024, of $ 53,865 will not provide enough working capital to meet our current operating expenses through the second quarter

of fiscal 2025.

The operating deficit and negative working capital

at October 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 terms.

If we are not able to obtain the additional financing

on a timely basis, we may be required to scale down or perhaps even cease operations.

The issuance of additional equity securities could

4 unchanged sentences

might result from the outcome of this uncertainty.

If we are unable to raise additional capital by

June 14, 2025, we will adjust our business plan.

Given our recurring losses, negative cash flow, and accumulated deficit, there is substantial

doubt about our ability to continue as a going concern.

New Accounting

Pronouncement

In August 2020, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and

Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40),” which

simplifies the accounting for convertible instruments, reduces complexity for preparers and practitioners and improves the decision usefulness

and relevance of the information provided to financial statement users.

ASU 2020-06 also amends the guidance for the derivatives scope

exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions.

ASU 2020-06 is effective

for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

Early adoption is permitted,

but no earlier than fiscal years beginning after December 15, 2020.

We 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

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

The Company has one segment.

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

or cash flows.

We are continually adjusting our business plan

to reflect our current liquidity expectations.

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.

New Accounting Pronouncements

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

8 unchanged sentences

this ASU to determine its impact on our disclosures.

Intangible assets consisted of costs related to

a patent for our concussion drug device combination.

Amortization expense was as follows:

Schedule of amortization expense

Three Months Ended April 30,

Nine Months Ended April 30,

Amortization expense

All intangible assets were sold in the second

quarter of fiscal 2024.

Sale Agreement with Oragenics, Inc.

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

Agreement (the “Agreement”) with Oragenics, which closed on December 28, 2023.

Pursuant to the Agreement, we sold and assigned

certain assets and certain liabilities related to the treatment of brain related illnesses and diseases (the “Assets”) to

Oragenics in exchange for (i) $1,000,000 in cash;

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

and (iii) the assumption

of $325,672 of our accounts payable.

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

The Assets include drug candidates for treating

mild traumatic brain injury (“mTBI”), also known as concussion, and for treating Niemann Pick Disease Type C (“NPC”),

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

We received $ 500,000 upon the execution of the

Agreement on October 4, 2023, and received the additional $ 500,000 on December 11, 2023, upon our stockholder approval for the sale of

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

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

converted into 511,308 shares of Oragenics restricted common stock.

The Oragenics restricted common stock becomes freely tradeable on

June 28, 2024, subject to Rule 144 restrictions and limitations that limit us to being allowed to sell no more than an amount equal to

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

volume during each quarterly period.

Prior to closing, we were required to obtain the

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

As part of the consent, we entered

into a pledge agreement with Mast Hill granting a security interest in 154,545 of the total preferred shares, and collectively with all

of the common shares or other securities into which the preferred shares are converted or exchanged into common shares, until the Mast

Hill debt is paid.

The remaining shares of convertible Series F preferred

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

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

19.9% of the then outstanding Oragenics common stock.

Investment Valuation

The common stock of Oragenics is valued quarterly

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

Black-Scholes pricing model.

The Series F preferred stock is carried at cost

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

Cost was determined utilizing the Black-Scholes pricing

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

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

Investment consists of 511,308 shares of Oragenics,

(“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 4.2% of the outstanding shares of Oragenics common stock at October

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 currently has a

value of zero.

See also Note 4.

16 unchanged sentences

We did not have any transfers

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

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

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

October 31, 2024, or the year ended July 31, 2024.

The carrying values of

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

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

No changes were made

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

Our financial instruments

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

Financial instruments

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

Schedule of financial instruments carried at fair value

April 30, 2024

Equity-method investment

October 31, 2024

Oragenics common stock

July 31, 2024

Oragenics common stock

Valuation of Oragenics Common Stock

Our 511,308 shares of Oragenics common stock

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

30, 2024, as quoted on the NYSE American.

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

Schedule of assumptions used for stock valuation

Expected stock price volatility

Risk free interest rate

Expected life

Expected dividend yield

Implied discount

There were no financial

instruments carried at fair value at April 30, 2023.

Our 511,308 shares of Oragenics common stock were

valued at $0.31 on October 31, 2024, as quoted on the NYSE American Stock Exchange.

Contingent Liabilities

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the current status of the project (Level 3).

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

not yet probable that we will file for FDA clearance.

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

file for FDA clearance.

We also had contingent

consideration at April 30, 2024 and July 31, 2023, related to milestones in our Asset Purchase Agreement with Prevacus, Inc.

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

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

status of the project (Level 3).

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

of both April 30, 2024 and July 31, 2023, as it is

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

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

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

Fixed-Rate Debt

We have fixed-rate debt

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

The fair value

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

risk profile and duration (Level 2).

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

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

Schedule of fair value

of fixed-rate long-term debt

October 31, 2024

July 31, 2024

Carrying value

LGH Investments, LLC

On December 30, 2023, we entered into Amendment

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

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

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

June 30, 2024.

On September 29, 2022, we entered into Amendment

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

Pursuant to Amendment No.

3, the maturity date of the note was extended to December 31, 2022 .

As consideration, $ 115,000 was added to

the principal amount outstanding and is being amortized as interest expense over the remaining term of the Note.

All other terms and conditions

remain the same.

On November 10, 2022, LGH provided notice to convert

$ 300,000 of their outstanding convertible note into 1,500,000 shares of our common stock at $0.20 per share.

On December 29, 2022,

we entered into Amendment No.

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

Pursuant to the Amendment No.

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

As consideration, we paid $ 35,000 towards

the principal amount outstanding and $ 50,000 was added to the principal amount outstanding.

All other terms and conditions remained the

On March 31, 2023, we

entered into Amendment No.

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

to the Amendment No.

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

As consideration, $ 20,000 was added to the principal

amount outstanding.

All other terms and conditions 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.

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

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

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

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

prior to us making payment.

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

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.

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

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.

Following this amendment and these payments, at

April 30, 2024, there was $ 1,035,000 of principal and $ 153,011 of accrued interest outstanding compared to $ 1,055,000 of principal and

$ 89,781 of accrued interest at July 31, 2023.

ClearThink Capital Partners, LLC

On December 20, 2023, ClearThink Capital Partners,

LLC (“ClearThink”) exercised their option to convert their convertible note payable of $ 175,000 plus $ 20,000 interest into

975,000 shares of common stock at $0.20 per share.

Accredited Investor Promissory Note

On December 30, 2023, we entered into Amendment

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.

In addition, Section (3)(d)(ii) was redefined to allow us to prepay the Note at any time by providing LGH notice of our intent to prepay

the outstanding amounts due under the Note.

Once we provide notice of our intent to prepay, then LGH shall have the sole option to convert

any amounts due under the Note for 30 days prior to us making payment.

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

we 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 October

31, 2024, there was $ 1,035,000 of principal and $ 194,749 of accrued interest outstanding.

Accredited Investor

Promissory Note

On August 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 annum.

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, with a fair value of $13,343.

31, 2024, $300,000 in principal and $11,539 in accrued interest remained outstanding.

Accredited Investor Promissory Note Amendment

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

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

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

Directors and Officers Promissory Notes

On December 21, 2021,

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

and two officers.

Joseph Michael Redmond,

President and Chief Executive Officer, Ms.

Farrell, Chief Financial Officer, Mr.

Casey, Director, Mr.

Director, and Mr.

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

The Promissory Notes bear interest

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

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

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

$0.12 per share.

On November 1, 2023, we entered into four Promissory

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

April 20, 2022, June 3, 2022, September 30, 2022, December 30, 2022, March 31, 2023, and June 30, 2023, with two directors and two officers.

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

All other terms and conditions

remain the same.

On January 31, 2024, we entered into four Promissory

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

April 20, 2022, June 3, 2022, September 30, 2022, December 30, 2022, March 31, 2023, June 30, 2023, November 1, 2023, and January 31,

2024, with two directors and two officers.

Pursuant to the Amendments, the maturity date of the Promissory Notes was extended to July

31, 2024 , and a waiver in the event of default was added and extended to the maturity date.

All other terms and conditions remain the

At April 30, 2024 and

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

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

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.

October 31, 2024, $ 50,000 in principal and $ 3,577 in accrued interest remained outstanding.

Mast Hill Fund L.P.

23 unchanged sentences

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

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

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

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

10 unchanged sentences

warrants was reduced to $0.072 per share from $0.20 per share.

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

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

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

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

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

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

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

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

On November 29, 2023, Mast Hill converted $ 43,975

together with $ 4,315 interest, and $ 1,750 for fees totaling $ 50,040 into 695,000 shares of common stock at a conversion price of $0.072

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

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

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

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

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

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

On March 14, 2024, Mast Hill converted their outstanding

3 unchanged sentences

common stock at $0.072 per share.

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 pledged 1,000,000 shares of Oragenics Preferred Stock held by us as collateral until the note is paid.

At October 31, 2024, we had

a total of 1,154,545 shares of Oragenics Preferred Stock pledged as collateral, which included 154,545 shares pledged upon entering into

the sale agreement with Oragenics in December 2023.

Following these repayments and conversions, at

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

October 31, 2024, there was $ 499,667 of principal, $ 39,288 of accrued interest, and warrants exercisable for 14,666,667 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 additional $350,000 was received.

On December 29, 2023, the two accredited investors

provided notice to convert their NPA.

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

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

Directors and Officers Promissory Notes

On December 21, 2021,

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

and two officers.

Joseph Michael Redmond,

President and Chief Executive Officer, Ms.

Farrell, Chief Financial Officer, Mr.

Casey, Director, Mr.

Director, and Mr.

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

The Promissory Notes bear interest

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

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

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

$0.12 per share.

On November 1, 2023, we entered into four Promissory

Note Amendments (the “Amendments”) to the Promissory Notes entered into December 21, 2021, and December 22, 2021 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 October 31, 2024, we had $ 100,000 of principal

and $ 22,879 of accrued interest related to these Promissory Notes outstanding.

Notes Payable

The following notes payable were outstanding:

Schedule of notes payable

April 30, 2024

Schedule of notes payable outstanding

October 31, 2024

July 31, 2024

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

Promissory notes issued to officers and directors due July 31, 2024, with an interest rate of 8.0% per annum and convertible at $0.12 per share

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

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

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

Mast Hill convertible promissory note due December 13, 2024, with an interest rate of 10% per annum and convertible at $0.072 per share

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 February 13, 2025, with an interest rate of 10% per annum and convertible into 30,000 shares of Oragenics common stock held by us.

Mast Hill convertible promissory note due June 13, 2025, with an interest rate of 10% per annum and convertible at $0.072 per share

Accredited investor promissory note due August 22, 2025, with an interest rate of 18% per annum

Unamortized debt discount and closing costs

Unamortized beneficial conversion feature

Stock-Based Compensation

2021 Omnibus Stock Incentive Plan

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

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

In addition, as of

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

Stock Options

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

Schedule of stock option activity

Weighted Average

Exercise Price

Options outstanding at July 31, 2023

Options granted

Options expired or canceled

Options outstanding at April 30, 2024

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

of the 2021 Plan.

Criteria used for determining the Black-Scholes

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

Schedule of assumptions used for option valuation

Expected stock price volatility

147 % – 160 %

Risk free interest rate

3.84 % - 4.72 %

Expected life of options (years)

Expected dividend yield

Restricted Stock Units (“RSUs”)

RSU activity during the nine months ended April

At October 31, 2024, 17,625,000 shares of our common stock were reserved

for issuance pursuant to the 2021 Plan and no shares remained available for future awards.

Stock Options and Restricted Stock Units

There was no stock option or restricted stock unit activity during

the quarter ended October 31, 2024.

The fair value of warrants are estimated at

the agreement date using the Black-Scholes option-pricing model.

The determination of fair value using the Black-Scholes pricing

model is affected by our stock price, as well as by assumptions regarding a number of complex and subjective variables, including expected

stock price volatility, risk free interest rate, and term of the agreement.

We estimate volatility based on historical volatility of

our common stock over the term of the debt.

We record the fair value as a discount to debt and amortize it over the term of the

All warrants are deemed to be equity classified warrants in accordance with ASC 470.

Warrant activity during the first quarter of 2025

was as follows:

Schedule of RSU activity

Weighted Average

Exercise Price

RSUs outstanding at July 31, 2023

( 3,055,554 )

RSUs outstanding at April 30, 2024

Warrant activity during the nine months ended

April 30, 2024 was as follows:

Schedule of warrant activity

Schedule of warrants activity

Number of Warrants

Weighted Average Exercise Price

1 unchanged sentence

Warrants issued

Warrants exercised

( 3,537,103 )

Warrants canceled

( 1,240,675 )

Warrants outstanding at April 30, 2024

During the year ended July 31, 2023, we issued

warrants which contained a down-round provision.

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

during the quarter ended January 31, 2024.

See Note 6 for additional information.

Unrecognized Compensation Costs

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

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

Research and Development Rebate

We incurred expenses related to our Phase I clinical

trial of our concussion drug device combination that are eligible for the Australian research and development rebate which were recorded

as an offset to research and development expense as follows:

Schedule of research and development rebate

Three Months Ended

Nine Months Ended

Research and development expense offset

Earnings (Loss)

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

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

Diluted EPS is computed based

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

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

Dilutive potential common shares include outstanding

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

Schedule of earnings (loss) per share

Three Months Ended

Nine Months Ended

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

$ ( 842,341 )

$ ( 1,284,104 )

$ ( 5,105,412 )

Add back convertible debt interest

Add back convertible debt amortization

Add back deemed dividend

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

$ ( 842,341 )

$ ( 1,284,104 )

$ ( 5,105,412 )

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

Dilutive effect of convertible debt

Dilutive effect of warrants

Dilutive effect of stock options

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

Earnings (Loss) Per Share

Warrants expired

Warrants outstanding at October 31, 2024

Unrecognized Stock-Based Compensation Costs

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

compensation of $ 137,662 , which will be recognized as a component of general and administrative expenses over the weighted average remaining

vesting period of 0.5 years.

Net Loss Per Share

Basic and diluted net loss per share is computed

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

Potentially dilutive common stock and

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

The following anti-dilutive securities were excluded

1 unchanged sentence

Schedule of anti-dilutive securities

Three Months Ended April 30,

Nine Months Ended April 30,

Three Months Ended October 31,

Options to purchase common stock

3 unchanged sentences

Total potentially dilutive securities

Lincoln Park Capital Fund, LLC (“LPC”)

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

30, 2024, pursuant to the LPC Purchase Agreement.

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

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 the first nine months of 2024, Mast Hill

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

Return of Shares

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 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.

Related Party Transactions

1 unchanged sentence

The following amounts were due to officers for

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

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

Schedule of related party payables

October 31, 2024

July 31, 2024

Christine Farrell, CFO

The amount of unpaid salary and bonus due to our

officers was included in accrued wages within the accompanying Condensed Consolidated Balance Sheets and was as follows:

officers was included in accrued wages within the accompanying consolidated balance sheets and was as follows:

Schedule of accrued wages

October 31, 2024

July 31, 2024

Christine Farrell, CFO

Promissory Notes

See Note 6 for a discussion of promissory notes

payable to officers and directors.

Commitments and Contingencies

We are a party to a lawsuit in Superior

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

Vdex Diabetes Holdings, Inc.

KC-2023-0952.

Robert Hainey, the plaintiff filed suit against defendants Vdex Diabetes Holdings Inc.

and William McCullough.

December 9, 2023, defendant Vdex Diabetes Holdings Inc.

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

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

Redmond, to pursue a merger of the two companies.

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

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

VDH alleges that we, along with Hainey, represented that we would

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

VDH alleges Hainey provided

VDH with $20,000.

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

substantial expense exhausting all of the $ 20,000 .

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

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

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

As no timely objection has been filed to date, we believe the motion to dismiss will be granted and no monetary award will be

awarded to the plaintiff.

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

each of two officers and two directors.

Subsequent Events

Management has performed a review of all events and transactions occurring

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

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

statements, noting no such events or transactions.

Management has performed a review of all events

and transactions occurring after October 31, 2024 through the date the accompanying unaudited interim condensed consolidated financial

statements were available to be issued for items that would require adjustment to or disclosure in the accompanying unaudited interim

condensed consolidated financial statements, noting no such events or transactions.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements