What changed in this filing

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Item 1. Financial Statements

2025-03-14 compared with 2024-12-16 · 286 added, 217 removed, 311 unchanged (62% of the section changed)

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and Subsidiaries

Consolidated Balance Sheets

Condensed Consolidated

Balance Sheets

Current assets:

Research and development rebate due from the Australian government

Research and development rebate due from Australian government

Prepaid expenses and other current assets

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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, 96,709,763 shares issued and outstanding

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, 96,709,763 and

96,709,763 shares issued and outstanding

Additional paid-in-capital

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Total liabilities and stockholders' deficit

The accompanying notes are an integral part

of these unaudited consolidated financial statements.

The accompanying notes are an integral part of these

condensed consolidated financial statements.

Odyssey Health, Inc.

and Subsidiaries

Consolidated Statements of Operations

For the Three Months Ended October 31,

Research and development

Condensed Consolidated

Statements of Operations

Three Months Ended January 31,

Six Months Ended January 31,

Research and development expense

Stock-based compensation

General and administrative

Gain on sale of asset

General and administrative expense

Loss from operations

Unrealized loss on investment

( 1,157,430 )

( 2,004,670 )

Gain on sale of asset

Investment revaluation

( 1,332,980 )

Interest expense

Other income, net

Other income (expense), net

Net income (loss)

( 1,239,032 )

Deemed dividend

Net income (loss) attributable to common shareholders

$ ( 220,126 )

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 unaudited consolidated financial statements.

$ ( 1,239,032 )

Basic net income (loss) per share

Diluted net income (loss) per share

Shares used for basic net income (loss) per share

Shares used for diluted net income (loss) per share

The accompanying notes are an integral part of these

condensed consolidated financial statements.

Odyssey Health, Inc.

and Subsidiaries

Consolidated Statements of Stockholders’

Condensed Consolidated

Statements of Stockholders' Deficit

Balances, July 31, 2024

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( 6,278,825 )

Stock-based compensation

Balances, January 31, 2025

$ ( 62,242,178 )

$ ( 6,462,820 )

Balances, July 31, 2023

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( 6,218,273 )

The accompanying notes are an integral part

of these unaudited consolidated financial statements.

Stock-based compensation

Common stock issued in debt financing

Common stock issued in equity financings

Deemed dividend

Balances, January 31, 2024

$ ( 47,421,299 )

The accompanying notes are an integral part of these

condensed consolidated financial statements.

Odyssey Health, Inc.

and Subsidiaries

Consolidated Statements of Cash Flows

For the Three Months Ended

Condensed Consolidated

Statements of Cash Flows

Six Months Ended January 31,

Cash flows from operating activities:

$ ( 1,018,906 )

Net income (loss)

$ ( 1,239,032 )

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

Adjustments to reconcile net income (loss) to

net cash flows used in operating activities:

Stock-based compensation

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Amortization of debt discount and closing costs

Allowance for research and development rebate due

Allowance for research and development rebut due

Unrealized losses on investment

Gain on sale of asset

( 16,400,687 )

Changes in operating assets and liabilities:

(Increase) decrease in prepaid expenses and other current assets

Increase in research and development rebate due

Increase in accounts payable

Decrease in research and development rebate due

Increase (decrease) in accounts payable

Increase (decrease) in accrued wages

Increase in accrued interest

Net cash used in operating activities

cash used in operating activities

Cash flows from investing activities:

Cash proceeds from sale of assets

cash provided by investing activities

Cash flows from financing activities:

Proceeds from notes payable

Principal and interest payments made on notes payable

Principal payments made on notes payable

Interest payments made on notes payable

Proceeds from equity financing

Net cash provided by financing activities

Increase in cash and cash equivalents

Cash and cash equivalents:

cash provided by financing activities

Increase in cash

Beginning of period

End of period

Supplemental disclosure of cash flow information:

Supplemental disclosure of cash information:

Cash paid for interest

Supplemental disclosure of non-cash information:

Warrants issued in connection with debt financing

Common stock issued for principal conversion of notes payable

Increase in principal of notes payable

Shares issued for exercised warrants

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 unaudited consolidated financial statements.

Deemed dividend

Warrants issued in connection with debt financing

The accompanying notes are an integral part of these

condensed consolidated financial statements.

Odyssey Health, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Basis of Presentation and Nature of Operations

Notes to Condensed

Consolidated Financial Statements

Basis of Presentation,

The accompanying consolidated financial information

of Odyssey Health, Inc.

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

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

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

All intercompany balances and transactions

have been eliminated.

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

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

flows for the interim periods.

The consolidated financial information as of July 31, 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.

Nature of Operations and Going Concern

Basis of Presentation

The accompanying condensed consolidated

financial information of Odyssey Health, Inc.

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

(collectively, the “Company”) is unaudited and has been prepared in accordance with accounting principles generally

accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and

Exchange Commission (“SEC”).

All intercompany balances and transactions have been eliminated.

However, such information

reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a

fair presentation of the consolidated financial position, results of operations and cash flows for the interim periods.

consolidated financial information as of July 31, 2024, is derived from our 2024 Annual Report on Form 10-K.

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 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.

during the six months ended January 31, 2025, 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 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.

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 in development;

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

We intend to acquire other technologies and assets

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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 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, we 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, 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.

We did not recognize any revenues for the year ended

July 31, 2024, or the six months ended January 31, 2025, and we had an accumulated deficit of $ 62,242,178 as of January 31, 2025.

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

Cash available at

January 31, 2025 of $ 7,187 will not provide enough working capital to meet our current operating expenses through the third quarter of

The operating deficit and negative working capital

at October 31, 2024 indicate substantial doubt about our ability to continue as a going concern.

at January 31, 2025 indicate substantial doubt about our ability to continue as a going concern.

Our continued existence depends on the

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might result from the outcome of this uncertainty.

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.

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

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,

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

reconciliation and income taxes paid.

In November 2023, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, which provides amendments to reportable

segment disclosure requirements requiring disclosure of significant segment expenses that are regularly provided to the chief operating

decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other

segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

All disclosure requirements of ASU 2023-07

are required for entities with a single reportable segment.

The new segment disclosures are effective for fiscal years beginning after

December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

We are currently evaluating this ASU to

determine its impact on our disclosures.

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

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

and income taxes paid.

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

Early adoption

is permitted.

The amendments should be applied on a prospective basis.

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.

We are currently evaluating this ASU to determine

its impact on our disclosures.

In November 2024, the FASB issued ASU 2024-03 related

to the disaggregation of certain income statement expenses.

The amendments in this update require public entities to disclose incremental

information related to purchases of inventory, team member compensation and depreciation, which will provide investors the ability to

better understand entity expenses and make their own judgements about entity performance.

The amendments in this update are effective

for fiscal years beginning after December 15, 2026.

We plan to adopt this pronouncement and make the necessary updates to our disclosures

for the year ending December 31, 2027, and, aside from these disclosure changes, we do not expect the amendments to have a material effect

on our financial statements.

Investment consists of 511,308 shares of Oragenics,

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stock exchange.

Our 511,308 shares of Oragenics common stock represented 4.2% of the outstanding shares of Oragenics common stock at October

Our 511,308 shares of Oragenics common stock represented 4.2% of the outstanding shares of Oragenics common stock as reported

by Oragenics on November 13, 2024.

We also hold 7,488,692 shares of Oragenics convertible

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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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We did not have any transfers

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

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

The carrying values of

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

No changes were made

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

Financial instruments

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

January 31, 2025 or the year ended July 31, 2024.

The carrying values of cash,

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

No changes were made to our

valuation techniques during the quarter ended January 31, 2025.

Our financial instruments

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

Schedule of financial instruments carried at fair value

October 31, 2024

January 31, 2025

Oragenics common stock

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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.

valued at $0.31 per share on January 31, 2025, as quoted on the NYSE American Stock Exchange.

Contingent Liabilities

At January 31,

2025 and July 31, 2024, we had contingent consideration related to the acquisition of intellectual property, know-how and patents

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file for FDA clearance.

We also had contingent

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 at both

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

We also had contingent consideration

at January 31, 2025 and July 31, 2024 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 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:

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

The fair value of our fixed-rate debt was calculated using a discounted cash flow methodology with estimated current interest rates

based on similar risk profile and duration (Level 2).

The carrying value, excluding unamortized debt discount and debt issuance

costs, and the fair value of our fixed-rate long-term debt were as follows:

Schedule of fair value

of fixed-rate long-term debt

October 31, 2024

July 31, 2024

Carrying value

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 remained 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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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

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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

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 .

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.

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.

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

Following these amendments and payments, at October

On February 18, 2025, and effective December 31, 2024,

we entered into Amendment No.

9 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 July 31, 2025.

Following these amendments and payments, at January

31, 2025, there was $ 1,035,000 of principal and $ 215,618 of accrued interest outstanding.

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Promissory Note

On August 14, 2024, we entered into a $300,000

promissory note (the “Note”) with an accredited investor.

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.

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 .

At January 31, 2025,

$ 300,000 in principal and $ 25,149 in accrued interest remained outstanding.

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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.

In August 2024, this note was amended to extend the maturity date to July 31, 2025.

31, 2025, $ 50,000 in principal and $ 4,838 in accrued interest remained outstanding.

Mast Hill Fund L.P.

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common stock at $0.072 per share.

On October 29, 2024, we entered into Amendment

On October 29, 2024, we entered into Amendment No.

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

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.

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 January 31, 2025, 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 January

31, 2025, there was $ 499,667 of principal, $ 51,882 of accrued interest, and warrants exercisable for 14,666,667 shares of our common stock

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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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

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

Notes were again amended to extend the maturity date to July 31, 2025 .

All other terms and conditions remained the same.

At January 31, 2025, we had $ 100,000 of principal

and $ 24,895 of accrued interest related to these Promissory Notes outstanding.

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Schedule of notes payable outstanding

October 31, 2024

January 31, 2025

July 31, 2024

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.

Convertible note issued to LGH due July 31, 2025, 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 July 31, 2025, with an interest rate of 8.0% per annum and convertible at $0.12 per share

Accredited investor promissory note due July 31, 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

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2021 Omnibus Stock Incentive Plan

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

At January 31, 2025, 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

Stock option activity during the six months ended January 31, 2025 was

Schedule of stock option activity

Weighted Average Exercise Price

Options outstanding at July 31, 2024

Options forfeited

Options expired

Options outstanding at January 31, 2025

Warrant activity during the six months ended January

31, 2025 was as follows:

Schedule of warrants activity

Number of Warrants

Schedule of warrant activity

Weighted Average Exercise Price

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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.

Warrants outstanding at January 31, 2025

Unrecognized Compensation Costs

At January 31, 2025, we had unrecognized stock-based

compensation of $ 81,780 , which will be recognized over the weighted average remaining vesting period of 0.63 years.

Earnings (Loss) Per Share

Basic earnings per share (“EPS”) is computed

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

Diluted EPS is computed based on the weighted

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

treasury stock and if-converted method.

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

Schedule of earnings (loss) per share

Three Months Ended

Six Months Ended

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

$ ( 220,126 )

$ ( 1,239,032 )

Add back convertible debt interest

Add back convertible debt amortization

deemed dividend

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

$ ( 220,126 )

$ ( 1,239,032 )

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

The following anti-dilutive securities were excluded

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Schedule of anti-dilutive securities

Three Months Ended October 31,

Three Months Ended January 31,

Six Months Ended January 31,

Options to purchase common stock

1 unchanged sentence

Warrants to purchase common stock

Unvested restricted stock units

Total potentially dilutive securities

1 unchanged sentence

Due to Officers

The following amounts were due to officers for

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

The following amounts were due to officers for reimbursement

of expenses and were included in accounts payable within the accompanying Condensed 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 consolidated balance sheets and was as follows:

The amount of unpaid salary and bonus due to our officers

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

Schedule of accrued wages

October 31, 2024

July 31, 2024

Christine Farrell, CFO

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

each of two officers and two directors.

Promissory Notes

See Note 6 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 October 31, 2024 through the date the accompanying unaudited interim condensed consolidated financial

and transactions occurring after January 31, 2025 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

1 unchanged sentence

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