What changed in this filing

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Item 1. Financial Statements

2025-06-13 compared with 2025-03-14 · 306 added, 265 removed, 332 unchanged (63% of the section changed)

1 unchanged sentence

Odyssey Health, Inc.

and Subsidiaries

Condensed Consolidated

Balance Sheets

and Subsidiary

Condensed Consolidated Balance Sheets

Current assets:

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Total current assets

Investment in Oragenics, Inc.

Liabilities and Stockholders’ Deficit

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Notes payable, officers and directors

Notes payable, net of unamortized debt discount and closing costs of $ 19,646 and $ 38,134

Notes payable, net of unamortized beneficial conversion feature, debt discount and closing costs of $ 8,013 and $ 38,134

Total current liabilities

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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 and

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

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Total liabilities and stockholders’ deficit

The accompanying notes are an integral part of these

condensed consolidated financial statements.

The accompanying notes are an integral part

of these condensed consolidated financial statements.

Odyssey Health, Inc.

and Subsidiaries

Condensed Consolidated

Statements of Operations

Three Months Ended January 31,

Six Months Ended January 31,

and Subsidiary

Condensed Consolidated Statements of Operations

For the Three Months Ended April 30,

For the Nine Months Ended April 30,

Research and development expense

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( 2,377,043 )

( 2,004,670 )

Gain on sale of asset

Investment revaluation

( 1,332,980 )

Change in fair value of investment in common stock

( 1,700,909 )

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( 1,490,775 )

Deemed dividend

Net income (loss) attributable to common shareholders

Deemed dividend - warrants

Net income (loss) attributable to common stockholders

$ ( 251,743 )

$ ( 842,341 )

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.

$ ( 1,490,775 )

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

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

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

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

The accompanying notes are an integral part

of these condensed consolidated financial statements.

Odyssey Health, Inc.

and Subsidiaries

Condensed Consolidated

Statements of Stockholders' Deficit

and Subsidiary

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

Total Stockholders’ Equity

Balances, July 31, 2024

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( 6,462,820 )

Stock-based compensation

Balances, April 30, 2025

$ ( 62,493,921 )

$ ( 6,702,782 )

Total Stockholders’ Equity

Balances, July 31, 2023

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Stock-based compensation

Restricted stock units issued

Common stock issued in debt financing

Common stock issued in equity financings

Deemed dividend

Deemed dividend - warrants

Balances, January 31, 2024

( 47,421,299 )

The accompanying notes are an integral part of these

condensed consolidated financial statements.

Stock-based compensation

Warrants exercised in connection with debt financing

Balances, April 30, 2024

$ ( 48,263,640 )

The accompanying notes are an integral part

of these condensed consolidated financial statements.

Odyssey Health, Inc.

and Subsidiaries

Condensed Consolidated

Statements of Cash Flows

Six Months Ended January 31,

and Subsidiary

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended April 30,

Cash flows from operating activities:

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$ ( 1,490,775 )

Adjustments to reconcile net income (loss) to

net cash flows used in operating activities:

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

Stock-based compensation

Financing costs paid via issuance of common stock

Amortization of debt discount and closing costs

Allowance for research and development rebut due

Unrealized losses on investment

Gain on sale of asset

( 16,400,687 )

Financing costs paid with issuance of common stock

Amortization of beneficial conversion feature, debt discount and closing costs

Allowance for research and development rebate due from Australian government

Change in fair value of investment in common stock

Changes in operating assets and liabilities:

(Increase) decrease in prepaid expenses and other current assets

Decrease in research and development rebate due

Decrease in research and development rebate due from Australian government

Increase (decrease) in accounts payable

Increase (decrease) in accrued wages

Increase in accrued wages

Increase in accrued interest

cash used in operating activities

Net cash used in operating activities

( 1,151,575 )

Cash flows from investing activities:

Cash proceeds from sale of assets

cash provided by investing activities

Net cash provided by investing activities

Cash flows from financing activities:

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Principal payments made on notes payable

Interest payments made on notes payable

Proceeds from equity financing

cash provided by financing activities

Increase in cash

Beginning of period

End of period

Supplemental disclosure of cash information:

Net cash provided by financing activities

Net increase in cash

Cash at beginning of period

Cash at end of period

Supplemental disclosure of cash flow information:

Cash paid for interest

Supplemental disclosure of non-cash information:

Common stock issued for principal conversion of notes payable

Increase in principal of notes payable

Shares issued for exercised warrants

Return of shares

Deemed dividend

Supplemental disclosure of non-cash investing and financing activities:

Warrants issued in connection with debt financing

The accompanying notes are an integral part of these

condensed consolidated financial statements.

Common stock issued to settle notes payable and accrued interest

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

Shares issued for exercised warrants

Shares returned

Deemed dividend for the reduction of exercise price of warrants

Accounts payable assumed by Oragenics, Inc.

The accompanying notes are an integral part

of these condensed consolidated financial statements.

Odyssey Health, Inc.

Notes to Condensed

Consolidated Financial Statements

and Subsidiary

Notes to Condensed Consolidated Financial Statements

Basis of Presentation,

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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

The accompanying condensed consolidated financial

information of Odyssey Health, Inc.

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

“we,” “our,” or “us”) 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.

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, 2024, is derived from our 2024 Annual Report on Form 10-K.

The financial statements included herein should be read in conjunction

with the financial statements and the notes included in our 2024 Annual Report on Form 10-K filed with the SEC on November 13,

The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the

Significant Accounting Policies

Our significant accounting policies have not changed

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.

During the nine months ended April 30, 2025, there

were no significant changes to our significant accounting policies as described in Note 2.

Summary of Significant Accounting Policies

included in Part II, Item 8.

of our Annual Report on Form 10-K for the year ended July 31, 2024, which was filed with the SEC on November

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

distinct medical 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.

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 intellectual property for 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

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

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

We are not currently selling or marketing any products,

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

be required to sell in the United States.

In addition, we would require additional European Union or country specific clearance or approvals

to sell internationally.

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

proprietary products.

We are not currently selling or marketing any

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

products will be required to sell in the United States.

In addition, 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 six months ended January 31, 2025, and we had an accumulated deficit of $ 62,242,178 as of January 31, 2025.

We did not recognize any revenues for the year

ended July 31, 2024, or the nine months ended April 30, 2025, and we had an accumulated deficit of $ 62,493,921 as of April 30, 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

April 30, 2025, of $ 3,186 will not provide enough working capital to meet our current operating expenses through June 12, 2026.

The operating deficit and negative working capital

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

at April 30, 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

Given our recurring losses, negative cash flow and accumulated deficit, there is substantial doubt about our ability to continue

as a going concern.

New Accounting Pronouncements

We 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 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.

2023-07, Segment Reporting , 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.

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

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

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

the rate reconciliation and income taxes paid.

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

Early adoption is permitted.

amendments should be applied on a prospective basis.

adoption is permitted.

The amendments should be applied on a prospective basis.

Retrospective application is permitted.

We are currently evaluating this ASU to determine

its impact on our disclosures.

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,

(“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 as reported

by Oragenics on November 13, 2024.

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

Series F preferred stock (the “Preferred Stock”) which is accounted for at cost minus impairments as it is not currently listed

on a registered securities exchange.

The Preferred Stock is not accounted for as an equity-method investment as it does not have voting

rights nor board representation and management does not have significant influence over Oragenics.

The Preferred Stock currently has a

value of zero.

We are currently

evaluating this ASU to determine its impact on our disclosures.

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

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures , 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 with 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.

We own 511,308

shares of Oragenics, Inc.

(“Oragenics”) common stock which is recorded at fair value based on the common

stock price as reported by the NYSE American stock exchange.

Our 511,308 shares of Oragenics common stock represented 2.4% of the

outstanding shares of Oragenics common stock as reported by Oragenics on May 9, 2025.

See also Note 4.

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.

30, 2025 and July 31, 2024, the Preferred Stock was valued at zero.

Value Measurements

The fair value of financial assets and liabilities

are determined utilizing a three-level framework as follows:

Level 1 – Observable inputs, such as

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

Level 1 – Observable inputs, such

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

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

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

The methods described above

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

The methods described

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

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

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We did not have any transfers

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

January 31, 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.

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, 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 April 30, 2025.

Our financial instruments

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Schedule of financial instruments carried at fair value

January 31, 2025

April 30, 2025

Oragenics common stock

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Our 511,308 shares of Oragenics common stock were

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

valued at $0.19 per share on April 30, 2025, as quoted on the NYSE American Stock Exchange.

Contingent Liabilities

At January 31,

30, 2025 and July 31, 2024, we had contingent consideration related to the acquisition of intellectual property, know-how and patents

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the current status of the project (Level 3).

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

file for FDA clearance.

We 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.

We determined the value was zero as of both April 30, 2025 and July 31, 2024, since it is

not yet probable that we will file for FDA clearance.

On March 1, 2025,

our four-year agreement regarding contingent consideration related to milestones in our Asset Purchase Agreement with Prevacus,

expired and, accordingly, no further assessments of contingent consideration will be made in future periods.

The fair value of

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

on these reviews, the fair value of the contingent consideration was determined to be zero at April 30, 2025 and July 31,

Fixed-Rate Debt

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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:

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

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LGH Investments, LLC

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”).

On April 5, 2021, we entered into a Securities

Purchase Agreement with LGH Investments, LLC (“LGH”) pursuant to which we entered into a $ 1,050,000 face value convertible

promissory note which bears interest at a one-time rate of 8.0 % applied to the face value and is due February 5, 2022 (the “2021

We received $ 1,000,000 net cash from the issuance of the 2021 Note and incurred a $ 50,000 original issue discount and $ 30,000

closing costs, which were amortized over the life of the 2021 Note.

On February 15, 2022, we entered into Amendment

1 to the Note with an effective date of February 1, 2022.

Pursuant to the Amendment, the maturity date

of the Note was extended from February 5, 2022 to May 31, 2022.

As consideration, $ 200,000 was added to the principal amount outstanding,

we issued 100,000 shares of our common stock to LGH with a value of $ 51,000 and we will pay down principal and interest on the Note in

the amount of the lesser of 10% or $250,000 of any future capital raises, investments, donations or financings unless the Note has been

The conversion rate of the Note is $1.00 per share for a total of 1,336,000 shares of our common stock if converted in full,

including interest.

On June 10, 2022, we entered into Amendment No.

2 to the Note.

Pursuant to the Amendment, the maturity date of the Note was extended from May 31, 2022 to August 30, 2022, and the conversion

rate was changed from $1.00 to $0.20 per share.

All other terms and conditions remain the same.

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 .

Pursuant to Amendment No.

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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.

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.

to the Amendment No.

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 same.

On March 31, 2023, we entered

into Amendment No.

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.

the Amendment No.

to 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.

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

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

Pursuant to the Amendment No.

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.

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.

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 No.

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 .

Pursuant to the Amendment,

the maturity date of the note was extended to June 30, 2024 .

As consideration, $ 60,000 was added to the principal amount outstanding.

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

amounts due under the Note.

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

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

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

the full amount in the prepayment notice by paying 110% of the total outstanding balance including all principal, defaults and interest

to LGH within 5 calendar days.

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

in such notice.

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, 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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2024, we entered into Amendment No.

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

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

Pursuant to the Amendment, the maturity date of the note was extended to July 31, 2025.

Following these amendments and payments, at January

Following these amendments and payments, at April

30, 2025, there was $ 1,035,000 of principal and $ 235,807 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 .

At January 31, 2025,

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 .

30, 2025, $ 300,000 in principal and $ 38,315 in accrued interest remained outstanding.

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Mast Hill Fund L.P.

On December 13, 2022, we entered into a Securities

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

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

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

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

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

Net proceeds after original

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

Pursuant to our agreement with Mast Hill, we were required to notify Mast Hill of any draws

on the LPC equity line of credit and at their request remit 30% of the proceeds.

In connection with the Mast Hill agreement, we issued

Carter Terry & Company, Inc.

On December 13, 2022, we entered into a

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

(“Mast Hill”).

Pursuant to the SPA, we sold Mast

Hill (i) an $ 870,000

face value, one-year, 10 %

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

entitling Mast Hill to acquire 2,000,000

shares of our common stock at $0.20 per share, and (iii) a five-year warrant for 4,000,000

shares of our common stock at $0.20 per share issuable in the event of default.

Net proceeds after original discount, fees, and

expenses, was $ 723,868 .

Pursuant to our agreement with Mast Hill, we were required to notify Mast Hill of any draws on the LPC equity line of credit and at

their request remit 30% of the proceeds.

In connection with the Mast Hill agreement, we issued Carter Terry & Company, Inc.

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

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common stock at $0.072 per share.

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

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 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

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 April 30, 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

April 30, 2025, there was $ 499,667 of principal, $ 64,067 of accrued interest, and warrants exercisable for 14,666,667 shares of our common

stock outstanding.

Directors and Officers Promissory Notes

On December 21, 2021 and

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

two officers.

On December 21, 2021

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

and two officers.

Joseph Michael Redmond,

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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

Note Amendments to the Promissory Notes entered into on 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.

1 unchanged sentence

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

Note Amendments to the Promissory Notes entered into on 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 and, on January 31, 2025, these Promissory

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All other terms and conditions remained the same.

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

At April 30, 2025, we had $ 100,000 of principal

and $ 26,843 of accrued interest related to these Promissory Notes outstanding.

2 unchanged sentences

Schedule of notes payable outstanding

January 31, 2025

April 30, 2025

July 31, 2024

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

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

Unsecured 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

Unsecured 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 unsecured 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 secured convertible promissory note due June 13,

2025, with an interest rate of 10% per annum and convertible at $0.072 per share and secured by 1,154,545 shares of Oragenics

Preferred Stock

Accredited investor unsecured promissory

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

Unamortized debt discount and closing costs

Stock-Based Compensation

2021 Omnibus Stock Incentive Plan

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.

At April 30, 2025, 16,245,000 shares of our common

stock were reserved for issuance pursuant to the 2021 Plan and 1,380,000 shares remained available for future awards pursuant to the 2021

In addition, 9,375,000 options have been granted outside of the 2021 Plan.

Stock Options

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

Stock option activity during the nine months ended April 30, 2025 was

Schedule of stock option activity

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Options expired

Options outstanding at January 31, 2025

Warrant activity during the six months ended January

31, 2025 was as follows:

Options outstanding at April 30, 2025

Warrant activity during the nine months ended

April 30, 2025 was as follows:

Schedule of warrant activity

3 unchanged sentences

Warrants expired

Warrants outstanding at January 31, 2025

Warrants outstanding at April 30, 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.

At April 30, 2025, we had no unrecognized stock-based

compensation.

Earnings (Loss)

Basic earnings per share (“EPS”) is

computed based on the weighted average number of shares of common stock outstanding during the period, which includes fully vested restricted

stock units for which common shares have not yet been issued.

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

Potential dilutive common shares include outstanding stock options, warrants and shares issuable upon the conversion of convertible

Schedule of earnings (loss) per share

Three Months Ended

Six Months Ended

Nine Months Ended

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

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$ ( 842,341 )

$ ( 1,490,775 )

Add back convertible debt interest

Add back convertible debt amortization

deemed dividend

Add back deemed dividend - warrants

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

1 unchanged sentence

$ ( 842,341 )

$ ( 1,490,775 )

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

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Schedule of anti-dilutive securities

Three Months Ended January 31,

Six Months Ended January 31,

Three Months Ended April 30,

Nine Months Ended April 30,

Options to purchase common stock

4 unchanged sentences

Due to Officers

The following amounts were due to officers for reimbursement

of expenses and were included in accounts payable within the accompanying Condensed 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

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:

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

1 unchanged sentence

Promissory Notes

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

of two officers and two directors.

See Note 5 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 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

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

On June 10, 2025, we entered into Amendment No.

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

Pursuant to the Amendment, the parties agreed to move

the maturity date to July 13, 2025.

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