What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-10-29 compared with 2024-11-13 · 648 added, 704 removed, 419 unchanged (76% of the section changed)

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Consolidated Statements of Operations for the Years Ended July 31, 2025 and 2024

Consolidated Statements of Stockholders’ Deficit for the Years Ended July 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended July 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended July 31, 2025 and 2024

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balance sheets of Odyssey Health, Inc.

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

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

referred to as the financial statements).

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

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

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

in the United States of America.

and Subsidiaries (the “Company”) as of July 31, 2025 and 2024, and the related consolidated

statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes

to consolidated financial statements (collectively referred to as the financial statements).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of July 31, 2025 and 2024, and the results of its operations

and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

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to fund operating activities.

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

The financial statements do not include

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

Management’s plans regarding these matters are described in Note 1.

The financial statements do not

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

Basis for Opinion

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

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

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

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

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

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

federal securities laws and the applicable

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

We conducted our audits in accordance with the

standards of the PCAOB.

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

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

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

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especially challenging, subjective, or complex judgments.

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

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

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

Valuation of Investments

As discussed in Note 2 to the financial statements,

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

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

We identified the valuation of the preferred stock

to be critical audit matter.

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

assumptions involved a high degree of subjective auditor judgment.

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

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

In particular,

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

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

fair value of the preferred shares.

How the Critical Audit Matter was addressed

Our audit procedures related to management’s

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

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

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

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

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

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

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

inputs used in the pricing model.

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

We determined that there were no critical audit matters.

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

We have served as the Company’s auditor since

We have served as the Company’s auditor

Dallas, Texas

November 13, 2024

October 29, 2025

Odyssey Health, Inc.

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Current assets:

Research and development rebate due from the Australian government

Prepaid expenses and other current assets

Research and development rebate due from Australian government, net

Prepaid expenses and other current assets, net

Total current assets

Intangible assets, net

Investment in Oragenics, Inc.

common stock, at fair value

Liabilities and Stockholders' Deficit

Current liabilities:

Accounts payable

Accrued wages

Accounts payable and accrued wages

Accounts payable and accrued wages, officers

Accrued interest

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Notes payable, officers and directors

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

Notes payable, net of unamortized debt discounts and closing costs of $ 512 and $ 38,134

Total current liabilities

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Stockholders' deficit:

Preferred stock, $ .001 par value;

100,000,000 shares authorized, no shares issued or outstanding

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

Common stock, $ 0.001

shares authorized with 96,709,763

and 79,067,879

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

par value, 500,000,000

shares authorized, 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

consolidated financial statements.

The accompanying notes are an integral part

of these consolidated financial statements.

Odyssey Health, Inc.

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Fiscal Year Ended July 31,

In-process research and development expense

Research and development expense

Stock-based compensation

General and administrative expense

Gain on sale of asset

Income (loss) from operations

Loss from operations

( 1,020,753 )

Impairment of investment

( 2,139,612 )

Unrealized loss on investment

Gain on sale of product candidates and related assets

Impairment of investment in preferred stock of Oragenics, Inc.

( 12,955,437 )

Loss from change in fair value of Oragenics, Inc.

( 1,638,743 )

Interest expense

Other income, net

Other (expense) income, net

( 1,742,691 )

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Basic net loss per share attributable to common stockholders

Diluted net loss per share

attributable to common stockholders

Diluted net loss per share attributable to common stockholders

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

Shares used for diluted net loss per

share attributable to common stockholders

The accompanying notes are an integral part of these

consolidated financial statements.

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

The accompanying notes are an integral part

of these consolidated financial statements.

Odyssey Health, Inc.

and Subsidiaries

Consolidated Statements of Stockholders’

Additional Paid-In

Consolidated Statements of Changes in Stockholders’

Stockholders'

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Stock-based compensation

Common stock issued in equity financing

Common stock issued in conversion of debt

Warrants issued in debt financing

Warrants exercised in connection with debt financing

Return of shares

Deemed dividend

( 1,742,691 )

Balances July 31, 2025

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$ ( 6,954,698 )

Additional Paid-In

Stockholders'

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Common stock issued in conversion of debt

Common stock issued in debt financing

Common stock issued in option purchase agreement

Warrants issued in debt financing

Warrants exercised in connection with debt financing

Return of shares to treasury

( 8,800,000 )

( 5,919,421 )

Deemed dividend

Balances July 31, 2024

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$ ( 5,333,749 )

The accompanying notes are an integral part of these

consolidated financial statements.

The accompanying notes are an integral part

of these consolidated financial statements.

Odyssey Health, Inc.

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Stock-based compensation

Gain on sale of asset

Gain on sale of product candidates and related assets

( 16,400,687 )

Impairment of investment

Unrealized loss on investment

Impairment of investment in preferred stock of Oragenics, Inc.

Loss from change in fair value of Oragenics, Inc.

Financing costs paid with issuance of common stock

Amortization of beneficial conversion feature, debt discount

and closing costs

In-process research and development

Allowance for research and development rebate due from Australian government

Amortization of debt discount and closing costs

Changes in operating assets and liabilities:

(Increase) decrease in prepaid expenses and other current assets

Decrease in prepaid expenses and other current assets

Decrease in research and development rebate due from Australian government

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( 1,215,210 )

( 1,474,696 )

Cash flows from investing activities:

Cash proceeds from sale of assets

Purchase of intellectual property

Net cash provided by (used in) investing activities

Cash proceeds from sale of Oragenics, Inc.

common stock, net of commission and fees

Net cash provided by investing activities

Cash flows from financing activities:

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Proceeds from equity financing

Deferred closing costs

Net cash provided by financing activities

Decrease in cash

Increase (decrease) in cash

Cash and cash equivalents:

Beginning of period

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Supplemental disclosure of non-cash information:

Warrants issued in connection with debt financing

Common stock issued to settle notes payable

Accrued interest paid with common stock

Increase in fees related to extension of LGH debt maturity

date recorded as additional principal

Warrants issued in exchange for debt financing fees

Shares returned to treasury

Deemed dividend

Original issue discount on debt

Stock issued in exchange for closing costs

Accounts payable assumed by Oragenics

Increase in principal of notes payable

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

Shares issued for exercised warrants

The accompanying notes are an integral part of these

consolidated financial statements.

Shares returned

Deemed dividend for the reduction of exercise price of warrants

Accounts payable assumed by Oragenics

The accompanying notes are an integral part

of these consolidated financial statements.

Odyssey Health, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Operations and Going Concern

Our corporate mission is to create or acquire distinct

assets, intellectual property, and technologies with an emphasis on acquisition targets that have clinical utility and will generate positive

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

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

We have three different life saving technologies;

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

drug compound intended to treat rare brain disorders.

of Operations and Going Concern

Odyssey Health, Inc.

was formed as a Nevada corporation

in March 2014.

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

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

We are not currently selling or marketing any products,

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

will be required to sell in the United States.

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

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.

We did not recognize any revenues for the

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

as of July 31, 2024.

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

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

current assets of $ 56,943 ,

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

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

first quarter of fiscal 2025.

The operating deficit and negative working capital at July 31, 2024 indicate substantial doubt about our ability to continue as a going concern.

Our continued existence

depends on the success of our efforts to raise additional capital necessary to meet our obligations as they come due and to obtain

sufficient capital to execute our business plan.

We may obtain capital primarily through issuances of debt or equity or entering

into collaborative arrangements with corporate partners.

There can be no assurance that we will be successful in completing

additional financing or collaboration transactions or, if financing is available, that it can be obtained on commercially reasonable

If we are not able to obtain the additional financing on a timely basis, we may be required to scale down or perhaps even

cease operations.

Going Concern

We did not recognize any revenues for the years

ended July 31, 2025 (“fiscal 2025”) or 2024 (“fiscal 2024”), and we had an accumulated deficit of $ 62,745,837 as

of July 31, 2025.

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

As of July 31, 2025, we had current liabilities of $ 7,004,421 , current assets of $ 49,723 , and a working capital deficit of $ 6,954,698 .

At July 31, 2025, we did not have sufficient working capital to meet our operating expenses through the first quarter of fiscal 2026.

The operating deficit and negative working capital

at July 31, 2025 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

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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.

Significant Accounting Policies

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

our business plan.

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

to continue as a going concern.

of Significant Accounting Policies

Basis of consolidation

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statements include the accounts of Odyssey Health, Inc.

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

(collectively, the “Company”).

and our wholly-owned subsidiaries Odyssey Medical Devices, Inc.

and Odyssey Group

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

All intercompany balances and transactions have been eliminated.

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The preparation of financial statements in conformity

with Generally Accepted Accounting Principles (“GAAP”) generally requires management to make estimates and assumptions that

affect amounts reported in the financial statements and accompanying notes.

Actual results could differ from those estimates.

with accounting principles generally accepted in the United States of America (“GAAP”) generally requires management to make

estimates and assumptions that affect amounts reported in the financial statements and accompanying notes.

Actual results could differ

from those estimates.

Basis of accounting

We measure all of our assets and liabilities on the

historical cost basis of accounting unless otherwise required by GAAP.

Research and development rebate due from the

Australian government

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

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

We recorded the rebate as expenses were incurred

as an offset to research and development as follows:

Schedule of research and development offset

Fiscal year ended July 31,

Research and development expense offset

Prepaid expenses and other current assets

We measure all of our assets and liabilities on

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

Reclassifications

Certain amounts in the prior year’s financial statements have

been reclassified to conform to the current year presentation.

On the balance sheet, related party payables were reclassified out of Accounts

payable and accrued wages.

On the statement of operations, Gain on sale of product candidates and related assets was reclassified out

of operations and into other income (expense).

In Note 11, reclassifications were made to better present individual deferred tax assets

and related activity.

These reclassifications had no impact on the Company’s financial position, results of operations, changes

in stockholders’ deficit, or cash flows.

Research and development rebate due from

the Australian government

We received a 43.5% rebate totaling $ 53,578 at

the end of fiscal 2024 from the Australian government on all research and development performed in Australia.

The rebate was recorded

as an offset to Research and development expense.

As of July 31, 2025 and 2024, $ 22,625 remained receivable.

During the year ended July

31, 2025, we recorded an allowance against the receivable of $ 22,625 , reducing the net receivable balance to zero at July 31, 2025.

Prepaid expenses and other current assets

consist of loans and advances receivable and prepaid insurance.

At July 31, 2024 we reserved $ 27,833

for loans and advances receivable.

Intangible assets, net

Intangible assets consisted of costs related to a

patent for our concussion drug device combination.

Amortization expense was as follows:

Schedule of amortization expense

Fiscal year ended July 31,

Amortization expense

All intangible assets were sold in the second quarter

of fiscal 2024.

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

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

reported by the NYSE American stock exchange.

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

of Oragenics common stock at July 31, 2024.

Prepaid expenses and other current assets consist

of loans and advances receivable and prepaid insurance.

At July 31, 2025 and 2024, we reserved $ 27,833 for loans and advances receivable.

Investment in Oragenics, Inc.

Investment at July 31, 2024, consisted of 511,308

shares of Oragenics, Inc.

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

by the NYSE American stock exchange.

In June 2025, Oragenics effected a 1:30 reverse stock split which resulted in our 511,308 shares

becoming 17,044 shares.

Following the reverse split, in the fourth quarter of fiscal 2025, we sold all 17,044 shares at an average price

of $4.35 per share for net proceeds of $ 69,787 after fees and commissions.

We also hold 7,488,692

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

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

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

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

The Preferred Stock was

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

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

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

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

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

the previous four-week trading volume.

Cost was originally determined utilizing the Black-Scholes

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

(iv) an implied discount rate of 25% for the known restrictions on the sale and conversion of the Series F preferred stock and the value

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

Due to the decrease in the value of

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

totaling $ 12,955,437 .

shares of Oragenics convertible Series F preferred stock, which were reduced to 249,624

shares upon the reverse stock split (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.

originally determined utilizing the Black Scholes pricing model with inputs of (i) expected volatility of 79.4%;

(ii) risk free

interest rate of 5.6%;

(iii) expected life of six months;

and (iv) an implied discount rate of 25% for the known restrictions on the

sale and conversions of the Preferred Stock, resulting in a cost of $ 12,955,437 at December 28, 2023.

Due to the decrease in the

value of the underlying common stock and other factors, we reevaluated the Preferred Stock at July 31, 2024 and record a 100%

impairment of $ 12,955,437 .

The Preferred Stock currently has a value of zero .

See Notes 4 and 6 for additional information regarding

Beneficial conversion feature of convertible

notes payable

The beneficial conversion feature (“BCF”)

of a convertible note (Note 7) is normally characterized as the convertible portion or feature of certain notes payable that provide a

rate of conversion that is below market value or in-the-money when issued.

We record a BCF related to the issuance of a convertible note

Beneficial conversion features that are contingent upon the occurrence of a future event are recorded upon the occurrence

of the event.

The BCF of a convertible note is a reduction of the

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

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

if sooner) and is charged to interest expense.

Loss per share

Basic net loss per share is computed by dividing

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

Diluted net loss per share is computed giving effect

to all potentially dilutive common stock and common stock equivalents, including stock options, convertible notes, RSUs and warrants.

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

net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the year.

Diluted net loss

per share is computed giving effect to all potentially dilutive common stock and common stock equivalents, including stock options, convertible

notes, restricted stock units and warrants.

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

loss position for all periods.

Stock-based compensation

We recognize stock-based compensation expense

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

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

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

as compensation cost over the requisite service period.

We have elected to recognize compensation expense for all options with graded

vesting on a straight-line basis over the vesting period of the entire option.

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, expected dividends and projected stock option exercise behaviors.

volatility based on historical volatility of our common stock, and estimate the expected term based on several criteria, including the

vesting period of the grant and the term of the award.

We estimate stock option exercise behavior based on assumptions regarding future

exercise activity of unexercised, outstanding options.

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

compensation is included as a component as General and administrative expense.

The fair value of stock option awards is estimated

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

cost over the requisite service period.

We have elected to recognize compensation expense for all options with graded vesting over the

vesting period of the entire option.

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, expected dividends and projected stock option exercise behaviors.

We estimate volatility based on historical volatility

of our common stock, and estimate the expected term based on several criteria, including the vesting period of the grant and the term

of the award.

We estimate stock option exercise behavior based on assumptions regarding future exercise activity of unexercised, outstanding

The fair value of stock awards is determined based

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Fair value measurements

The carrying values of cash, prepaid expenses and

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

In-process research and development

Our in-process research and development costs

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

Pursuant to ASC

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

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

therefore are expensed when incurred.

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

of our common stock with a value of $ 0.17 per

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

The option was never exercised and the expense was

recognized when incurred.

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.

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

These include quoted prices for similar

assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other

inputs that are observable or can be corroborated by observable market data.

If the asset or liability has a specified or contractual

term, the input must be observable for substantially the full term of the asset or liability.

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.

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

or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the

reporting date.

No changes were made

to our valuation techniques during the fiscal year ended July 31, 2025.

Research and development

Research and development costs are expensed in the

period when incurred.

Research and development costs are expensed in

the period when incurred.

Income taxes are accounted for based upon an asset

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Deferred tax amounts are determined using the tax rates expected to be

in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law.

Valuation allowances

are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Income tax expense or benefit is the

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

Accounting guidance requires the recognition of a

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

in effect when the taxes will be paid or refunds received, as provided under currently enacted tax law.

Valuation allowances are established

when necessary to reduce deferred tax assets to the amount expected to be realized.

Income tax expense or benefit is the tax payable or

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

Accounting guidance requires the recognition of

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

the position following an audit.

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on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense.

Segment Reporting

We operate in one reportable segment, which includes

all of our business activities.

The determination of a single reportable segment is consistent with the consolidated financial information

regularly provided to our chief operating decision maker (CODM) which is our President and CEO, Mr.

Michael Redmond, who reviews and evaluates

consolidated net loss for purposes of assessing performance, making operating decisions, allocating resources and planning and forecasting

for future periods.

The measure of segment assets is reported on the balance sheet as total assets.

During fiscal 2025 and 2024 there

was no segment revenue.

New Accounting

Pronouncements

In August 2020, the Financial Accounting Standards

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

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

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

and relevance of the information provided to financial statement users.

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

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

ASU 2020-06 is effective

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

Early adoption is permitted,

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

We early adopted ASU 2020-06 for our fiscal year ending July 31, 2024.

The adoption of ASU 2020-06 did not have any effect on our financial position, results of operations or cash flows except for the calculation

of diluted earnings per share.

In November 2023, the Financial Accounting Standards

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

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

segment disclosures.

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

fiscal years.

We have one segment.

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

or cash flows.

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

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

and income taxes paid.

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

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

2023-07, Segment Reporting (Topic 280):

to Reportable Segment Disclosures , 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

We adopted ASU 2023-07 effective July 31, 2025 which had no significant effect on our financial reporting or disclosures.

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

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which enhances the transparency of income tax disclosures by

expanding annual disclosure requirements related to the rate reconciliation and income taxes paid.

The amendments are effective for fiscal

years beginning after December 15, 2024.

Early adoption is permitted.

amendments should be applied on a prospective basis.

Retrospective application is permitted.

We are currently evaluating this ASU to determine

its impact on our disclosures.

Agreement with Oragenics, Inc.

On October 4, 2023, we entered into an Asset

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

Pursuant to the Agreement, we sold certain assets related to the treatment of brain related illnesses and diseases (the

“Assets”) with a total carrying value of $ 48,367 to Oragenics in exchange for (i) $ 1,000,000

(ii) 8,000,000

shares of convertible Series F preferred stock;

and (iii) the assumption of $ 325,672

of our accounts payable.

The total value of consideration received was $ 16,449,054 ,

which resulted in a gain of $ 16,400,687 .

The Assets include drug candidates for treating mild

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

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,

Comprehensive Income (Topic 220):

Disaggregation of Income Statement Expense , related to the disaggregation of certain income statement

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 July 31, 2027, and, aside from

these disclosure changes, we do not expect the amendments to have a material effect on our financial statements.

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 certain

assets related to the treatment of brain related illnesses and diseases (the “Assets”) with a total carrying value of $ 48,367

to Oragenics in exchange for (i) $ 1,000,000 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 $ 16,449,054 , which resulted in a gain of $ 16,400,687 .

The Assets include drug candidates for treating

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

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

We received $ 500,000

upon the execution of the Agreement on October 4, 2023, and received the additional $ 500,000

on December 11, 2023, upon our stockholder approval for the sale of the Assets.

Following the closing of the Agreement on December

28, 2023, we received 8,000,000

shares of Preferred Stock.

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 Preferred Stock.

Upon receipt,

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

511,308 shares of the 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.

Then restricted common stock became freely tradeable on June 28, 2024, subject to Rule

144 restrictions and limitations that limit us to being allowed to sell no more than an amount equal to the greater of (i) 1% of the

total shares of Oragenics common stock outstanding or (ii) the average of the previous four-week trading volume during each

quarterly period.

Prior to closing, we were required to obtain the consent

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

As part of the consent, we entered into a

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

The restricted common stock became freely tradeable on June 28, 2024, subject to

Rule 144 restrictions and limitations that limit us to being allowed to sell no more than an amount equal to the greater of (i) 1% of

the total shares of Oragenics common stock outstanding or (ii) the average of the previous four-week trading volume during each quarterly

In June 2025, we sold all 511,308 ( 17,044 post-split) shares at an average price of $ 4.35 per share for net proceeds of $ 69,787

after fees and commissions.

Prior to closing, we were required to obtain the

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

As part of the consent, we entered

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

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

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

(i) the Corporation shall have applied for and been

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

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

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

circumstances existing at such time.

Asset Purchase

Agreement and Asset Purchase Liability

(i) Oragenics shall have applied for and been approved

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

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

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

existing at such time.

Purchase Agreement and Asset Purchase Liability

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

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

The Milestone Consideration (“Milestone”)

may be earned by Prevacus as follows:

2,000,000 shares of our common stock when the United States Patents are revived in our name by the U.S.

Patent and Trademark Office and any international patents that have lapsed also revived in our name by the respective country’s patent offices.

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

This milestone was not met as the relevant patents lapsed;

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

This milestone was met in March 2022;

2,000,000 shares of our common stock upon the grant and issuance to us of a Patent for the Asset from the U.S.

Patent and Trademark Office, the value of which shall not exceed $10.0 million based on the price of our common stock on the date the payment is due;

1,000,000 shares of our common stock upon our receipt of net proceeds of at least $1.0 million in a Non-Dilutive Financing relating directly to the development of the Asset within one year after the Closing Date or, in the event of any Non-Dilutive Financing submitted prior to the one-year anniversary of the Closing Date, the milestone will stay effective until the second year anniversary of the Closing Date.

This milestone will not be met as the one-year deadline lapsed;

2,000,000 shares of our common stock if we sell the Asset to a Third Party resulting in net proceeds to us of at least $50.0 million after a Phase IB Clinical Trial for which we are the sponsor is complete, but prior to completion of a Phase II Clinical Trial.

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

This milestone was not met;

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

or (II) the administration of the first dose in a Phase III Clinical Trial for the Asset for which we are, or one of our affiliates or licensees is the sponsor;

2,000,000 shares of our common stock after the first dosing in a Phase II Clinical Trial and the successful completion of a Phase 1B human clinical trial.

All Milestone payments shall only be paid once,

upon the initial achievement of the particular Milestone event.

We, at our sole and absolute discretion, shall determine if any Milestone

event has occurred.

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

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

On March 1, 2021 (the

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

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

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

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).

Based on these reviews, the fair value of the contingent consideration

was determined to be zero at July 31, 2025 and July 31, 2024.

In connection with the

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

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

Any remaining Asset

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

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

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

valued at $1.18 per share for $ 1,180,000 was recorded as a component of Additional Paid in Capital for achievement of the milestone related

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

We determined that, in accordance

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

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

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

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

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

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

Fair Value, Commitments

and Contingent Liabilities

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.

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

These include quoted prices for similar

assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other

inputs that are observable or can be corroborated by observable market data.

If the asset or liability has a specified or contractual

term, the input must be observable for substantially the full term of the asset or liability.

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.

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

or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the

reporting date.

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 fiscal years ended

July 31, 2024 or 2023.

The carrying values of cash,

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

No changes were made to our

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

Financial instruments that

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

Any remaining Asset purchase

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

July 31, 2025 and 2024, the Asset purchase liability was $ 1,125,026 .

Commitments and Contingent Liabilities

The Company had no

financial instruments carried at fair value as of July 31, 2025.

Financial instruments that were carried at fair value as of July

31, 2024, consisted of our investment in the common stock of Oragenics as follows:

Schedule of fair value of financial instruments

July 31, 2024

Fiscal Year Ended July 31, 2024

Oragenics common stock

There were no financial instruments

carried at fair value at July 31, 2023.

Valuation of Oragenics Common Stock

Our 511,308 shares of Oragenics common stock were

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

Valuation of Oragenics Series F Preferred

Cost was originally determined utilizing the Black-Scholes

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

(iv) an implied discount rate of 25% for the known restrictions on the sale and conversion of the Series F preferred stock and the value

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

As discussed in Note

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

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

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

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

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

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

the previous four-week trading volume.

Our shares of Oragenics common stock were valued

based on the quoted price on the NYSE American Stock Exchange.

Fair Value of Current

Assets and Liabilities

The carrying values of

Cash, Prepaid expenses and other current assets, Accounts payable and accrued wages, Accounts payable and accrued wages, officers, Accrued

interest and Notes payable approximate their fair value due to their short maturities.

Contingent Liabilities

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

We also had contingent consideration

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

The fair value of the contingent

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

Based on these reviews, the fair

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

See Note 5 for additional information.

Fixed-Rate Debt

We have fixed-rate debt that

is reported on our Balance Sheets at carrying value less unamortized debt discount and closing costs.

The fair value of our fixed rate

debt was calculated using a discounted cash flow methodology with estimated current interest rates based on similar risk profile and duration

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

debt was as follows:

Schedule of fair value of fixed-rate long-term

Carrying value

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 fiscal years ended

July 31, 2025 or 2024.

LGH Investments, LLC

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

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 No.

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 converted.

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.

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 Investments, LLC (“LGH”).

7 unchanged sentences

$ 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

As consideration, we paid $ 35,000 towards the principal

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

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.

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 .

3 unchanged sentences

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

2 unchanged sentences

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, 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.

4 unchanged sentences

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

As of July 31, 2024, the balance of the note was $ 1,035,000 with no

remaining unamortized debt discounts, and accrued interest was $ 173,880 .

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

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

On September 15, 2025, and effective July 31,

2025, we entered into Amendment No.

10 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 January 31, 2026.

Following these amendments and payments, at July

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

accrued interest at July 31, 2023.

Tysadco Partners, LLC/ClearThink Capital Partners,

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

to the Convertible Promissory Note (the “Second Amendment”) to the Securities Purchase Agreement dated August 29, 2021, with

Tysadco Partners, LLC (“Tysadco”).

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

As consideration, the conversion price was amended to $0.20 per share from $0.30 per share and, upon execution, we converted

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

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

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

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

In addition, Tysadco assigned this note to ClearThink Capital Partners, LLC.

On December 20, 2023, ClearThink Capital

Partners, LLC (“ClearThink”) exercised their option to convert their convertible note payable of $ 175,000

plus $ 20,000

of accrued interest into 975,000

shares of common stock at $0.20 per share.

Accredited Investor Promissory Note

31, 2025, there was $ 1,035,000 of principal and $ 256,676 of accrued interest outstanding.

On October 6, 2025, LGH provided notice to convert

$ 144,000 of their outstanding convertible note into 2,000,000 shares of our common stock at $0.072 per share.

Following the conversion,

there was $ 891,000 of principal and $ 281,875 of accrued interest outstanding.

Accredited Investor

Promissory Notes

$300,000 Promissory Note

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

promissory note (the “Note”) with Peter D’Arruda, 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 an immediately exercisable 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 .

On August 14, 2025, this Note was amended to extend

the maturity date to January 31, 2026.

At July 31, 2025, $ 300,000 in principal and $ 51,925

in accrued interest remained outstanding.

$100,000 Promissory Note

On October 3, 2025, we

entered into a $ 100,000 promissory note with an effective date of October 1, 2025, with Peter D’Arruda, an accredited investor.

The $ 100,000 was received October 3, 2025.

The note has a one-year maturity, becoming due on September 30, 2026 , and bears interest at

the rate of 18 % per annum.

In addition, we issued the investor an immediately exercisable warrant to purchase 100,000 shares of our common

stock at $ 0.10 per share that expires September 30, 2030 .

$50,000 Promissory Note

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

promissory note for $ 50,000 ,

with Jonathan Lutz, an accredited investor, with an interest rate of 10 %

per annum and due August 11, 2024 and convertible into 20,000 shares of Oragenics common stock currently held by us at the investor’s

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

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

In August 2024, this note was amended to

extended the maturity date to February 13, 2025.

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

Directors and Officers Promissory Notes

On December 21, 2021, and

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

two officers.

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 July 31, 2024 and

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

and $ 16,058 ,

respectively, of accrued interest related to these Promissory Notes.

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

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

Oragenics preferred stock held by us is converted into Oragenics common stock.

In August 2024, this note was amended to extend

the maturity date to July 31, 2025.

On July 31, 2025, the note was amended to extend

the maturity date to January 31, 2026.

At July 31, 2025, $ 50,000 in principal and $ 7,319

in accrued interest remained outstanding.

Mast Hill Fund L.P.

24 unchanged sentences

Mast Hill converted the following amounts of principal,

interest and fees to shares of our common stock:

interest and fees to shares of our common stock through July 31, 2025:

Schedule of principal,

30 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 July 31, 2025, we had a total

of 19,243 ( 1,154,545 pre-reverse split) shares of Oragenics Preferred Stock pledged as collateral, which included 2,576 ( 154,545 pre-reverse

split) shares pledged upon entering into the sale agreement with Oragenics in December 2023.

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 maturity date was extended

to July 13, 2025.

On July 11, 2025, we entered into Amendment No.

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

Pursuant to the Amendment, the maturity date was extended

to October 10, 2025.

Following these repayments and conversions, at

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

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

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

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

Accredited Investors Note Purchase Agreement

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

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

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

additional $350,000 was received.

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

On December 29, 2023, the two accredited investors

provided notice to convert their NPA.

On January 26, 2024, we converted $ 500,000

principal plus accrued interest of $ 28,767

for a total of $ 528,767

into 7,343,989

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

July 31, 2025, there was $ 499,567 of principal, $ 76,661 of accrued interest, and warrants exercisable for 14,666,667 shares of our common

stock outstanding.

See Note 9 for a discussion of a Stock Purchase Agreement dated July

31, 2025 with Mast Hill Fund L.P.

On August 29, 2025, Mast Hill converted $ 80,618

of interest and $ 1,750 in fees for a total of $ 82,368 into 1,144,000 shares of our common stock at a price of $0.072 per share.

On October 9, 2025, we

entered into Amendment No.

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

Pursuant to the Amendment,

the maturity date for the full amount outstanding was extended to April 30, 2026.

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 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 the same.

On July 31, 2024, we entered into four Promissory

Note 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 and, on January 31, 2025, these Promissory Notes were again amended to extend

the maturity date to July 31, 2025.

On July 31, 2025, the maturity date of the Promissory Notes was extended to January 31, 2026.

All other terms and conditions remained the same.

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

and $ 28,859 of accrued interest related to these Promissory Notes outstanding.

Notes Payable Outstanding

Schedule of notes payable outstanding

July 31, 2024

July 31, 2023

Convertible note issued to LGH due December 31, 2024, with a set interest amount of $84,000 through July 7, 2023, then an interest rate of 8.0% per annum of outstanding principal and convertible at $0.072 per share

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

Accredited investor promissory note due August 11, 2024, with an interest rate of 10% per annum and convertible into 30,000 shares of Oragenics common stock held by us.

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

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

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

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

Ended July 31,

Convertible note issued to LGH due January 31, 2026, 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 January 31, 2026, with an interest rate of 8.0% per annum and convertible at $0.12 per share

Accredited investor promissory note due January 31, 2026, with an interest rate of 10% per annum and convertible into 30,000 shares of Oragenics common stock

Mast Hill convertible promissory note due April 30, 2026, with an interest rate of 10% per annum and convertible at $0.072 per share

Accredited investor promissory note due January 31, 2026, with an interest rate of 18% per annum

Total principal

Unamortized debt discount and closing costs

Unamortized beneficial conversion feature

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

note entered into in August 2024.

Stock-Based Compensation

8 unchanged sentences

At July 31, 2025, 3,875,000 shares remained available for future issuances

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

Awards covering

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

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

Stock Options

Stock option activity during fiscal 2024 was as follows:

Stock option activity during fiscal 2025 and 2024 was as follows:

Schedule of stock option activity

Weighted Average Exercise Price

Options outstanding at July 31, 2023

Fiscal Year Ended July 31,

Options outstanding at beginning of year

Options granted

Options canceled

Options cancelled

( 2,800,000 )

1 unchanged sentence

Options forfeited

Options outstanding at July 31, 2024

Criteria used for determining the Black-Scholes value

of options granted were as follows:

Options outstanding at end of year

Criteria used for determining the Black-Scholes

value of options granted were as follows:

Schedule of assumptions

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147 % - 166 %

140 % - 151 %

Risk free interest rate

3.84 % - 4.72 %

2.73 % - 4.25 %

Expected life of options (years)

Expected dividend yield

Restricted Stock Units (“RSUs”)

RSU activity during fiscal 2024 was as follows:

Schedule of RSU activity

Number of RSUs

Weighted Average

RSUs outstanding at July 31, 2023

( 3,055,554 )

RSUs outstanding at July 31, 2024

Warrant activity during fiscal 2024 was as follows:

The weighted average contractual term remaining for outstanding options

was 5.53 years at July 31, 2025.

Warrant activity during fiscal 2025 and 2024

was as follows:

Schedule of warrant activity

Number of Warrants

Weighted Average Exercise Price

Fiscal Year Ended July 31,

Warrants outstanding at July 31, 2024

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Warrants outstanding at July 31, 2025

The weighted average contractual term remaining for outstanding warrants

was 2.13 years at July 31, 2025.

Unrecognized Stock-Based Compensation Costs

At July 31, 2024, we had total unrecognized stock-based

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

At July 31, 2025, we had no unrecognized stock-based

compensation.

Common Stock Purchase Agreement with Mast

Hill Fund, L.P.

Pursuant to an Equity Purchase Agreement (the

“Agreement”) dated July 29, 2025, we have the right, but not the obligation, to deliver Put Notices to Mast Hill Fund L.P.

(“Mast Hill”) to purchase Put Shares of our common stock totaling up to $ 25 .0 million.

Each Put Notice will be (i) in a minimum

amount not less than $ 5,000 and (ii) in a maximum amount up to the lesser of (a) $ 500,000 or (b) 20% of the Average Daily Trading Value.

The lesser of (a) or (b) is referred to as the Maximum Daily Put Amount.

We may, at our option, specify a minimum share price with respect

to our common stock (the “Minimum Price”) in a Put Notice at the time that the Put Notice is delivered to Mast Hill.

Minimum Price is specified in a Put Notice and our common stock trades at a price per share that is less than the Minimum Price during

the respective Valuation Period (the “Minimum Price Trigger”), then (i) the number of Put Shares with respect to such Put

shall automatically be reduced to the number of Put Shares sold by Mast Hill prior to the first time that our common stock traded below

the Minimum Price during the respective Valuation Period (the “Adjusted Put Share Amount”), and (ii) Mast Hill shall return

to the Transfer Agent the number of Put Shares under the respective Put that exceed the Adjusted Put Share Amount.

The number of Put Shares purchased by Mast Hill

shall not exceed an amount such that Mast Hill would beneficially own more than 4.99% of our outstanding common stock immediately following

the purchase of shares of our common stock pursuant to a Put Notice.

Pursuant to the Agreement, we filed a Registration

Statement covering up to 20 .0 million shares to be sold by Mast Hill.

We will not receive any compensation upon a sale of our common stock

by Mast Hill.

On August 29, 2025, Mast Hill converted $ 80,618

of interest and $ 1,750 in fees for a total of $ 82,368 into 1,144,000 shares of our common stock at an exercise price of $0.072 per share.

Mast Hill Note Conversion and Warrant Exercises

On August 7, 2023, Mast Hill converted their outstanding

7 unchanged sentences

common stock at $0.072 per share.

During fiscal 2024, Mast Hill converted a total of

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

During fiscal 2024, Mast Hill converted a total

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

There were no conversions

in fiscal 2025.

Conversion of LGH

Investments, LLC Convertible Note

On October 6, 2025, LGH converted $ 144,000 of

their outstanding convertible note into 2,000,000 shares of our common stock at a price of $0.072 per share.

Following the conversion,

there was $ 891,000 of principal and $ 281,875 of accrued interest outstanding.

Return of Shares

4 unchanged sentences

exercised his option to convert his convertible note of $ 25,000 plus $ 3,655 interest into 238,792 shares of common stock at $0.12 per

On December 29, 2023, ClearThink exercised their option

to convert their convertible note payable of $ 175,000 plus $ 20,000 of interest into 975,000 shares of common stock at $0.20 per share.

On December 29, 2023, ClearThink exercised their

option to convert their convertible note payable of $ 175,000 plus $ 20,000 of interest into 975,000 shares of common stock at $0.20 per

Accredited Investors Note Purchase Agreement

On December 29, 2023, the accredited investors provided

notice to convert their notes.

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

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

No amounts remained outstanding pursuant to this note

purchase agreement at April 30, 2024.

Restricted Shares Issued

to Consultants

In September and October

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

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

and administrative.

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 July 31, 2025.

Lincoln Park Capital Fund

October 2021 Securities Purchase Agreement

On October 22, 2021, we entered into a Securities

Purchase Agreement (the “SPA”) with Lincoln Park Capital Fund, LLC (“LPC”) pursuant to which we received $ 250,000

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

per common share expiring in five years.

August 2020 Securities Purchase Agreement

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

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

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

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

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

793,802 shares of our common stock to LPC.

Upon entering into the LPC Purchase Agreement, we

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

On August 14, 2020, we entered into a Purchase

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

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

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

In consideration for entering into the LPC Purchase Agreement, we

issued 793,802 shares of our common stock to LPC.

Upon entering into the LPC Purchase Agreement,

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

Thereafter, and through

1 unchanged sentence

Of these amounts,

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

In connection with the LPC transaction, we engaged

as a placement agent to help raise capital.

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

a fee of 8% of the amount of

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

In addition, and in consideration for the service

provided in connection with Labrys and LPC, we granted warrants that were immediately exercisable for a total of 550,000 shares of our

common stock at $ 0.50 per share to A.G.P.

and two partners of A.G.P.

The warrants had a value of $ 220,000 and expire August 6, 2024 .

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

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

In connection with an amendment to the LGH Note, dated

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

See Note 6 for additional information.

Prevacus Option Agreement

On November 21, 2022, we

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

May 20, 2023.

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

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

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

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

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

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

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

to purchase the Option.

600,000 shares were purchased for total proceeds to us of $ 55,620 in fiscal 2024.

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

Common Stock Issued

in Connection with Debt Financings

As discussed above in Note

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

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

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

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

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

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

As discussed above in

Note 7, we issued the following shares of our common stock in connection with debt financings during fiscal 2024.

No common stock was

issued during fiscal 2025:

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

9 unchanged sentences

We file income tax returns in the U.S.

jurisdiction and the various states in which we operate.

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

tax year 2020.

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

Our deferred tax assets consist of federal net

operating loss carryforwards that expire through the year 2036.

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

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

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

jurisdiction and the various states in which we operate and are registered.

Our tax returns are not currently under examination for any

The deferred tax assets are net of a 100% valuation allowance as it is more likely than not at this time that the deferred tax assets

will not be realized due to substantial uncertainty as to our ability to continue as a going concern (Note 1).

The following table reconciles the U.S.

federal statutory

rate to our effective tax rate:

statutory rate to our effective tax rate:

Schedule of effective income tax rate reconciliation

For the year ended July 31,

Year Ended July 31,

US federal statutory rates

Permanent differences

Changes in deferred tax asset – stock-based compensation and

Valuation allowance

2 unchanged sentences

Schedule of components of income tax expense (benefit)

For the year ended July 31,

Current deferred

Year Ended July 31,

Current income taxes

Deferred income taxes (benefit)

Increase in valuation allowance

1 unchanged sentence

Schedule of net deferred tax assets

Deferred tax asset

Year Ended July 31,

Cost of in-process research and development

Stock-based compensation and options

Impairment of investment – Oragenics, Inc.

preferred stock

Unrealized losses on investment – Oragenics, Inc.

Allowance for doubtful accounts

Net operating loss carryforwards

Total deferred tax assets

Valuation allowance

( 2,862,500 )

( 2,960,400 )

Net deferred tax asset

As of July 31, 2025, we had $ 20,142,745

of federal net operating loss carry forwards.

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

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

We provide for a valuation allowance when it is more

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

We established a valuation allowance against our net

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

of federal net operating loss carryforwards.

These carry forwards relate to tax years after 2018 and therefore have indefinite lives.

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

operating losses.

We provide for a valuation allowance when it is

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

We established a valuation allowance against our

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

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

We reviewed the issuance of stock to certain senior

executives who received stock in conjunction with becoming an officer and director.

In this case, as an officer and director of a publicly-traded

We review the issuance of stock to certain senior

executives who received stock in conjunction with becoming an officers and directors.

As officers and directors of a publicly-traded

company, the sale of shares could be subject to the short-swing profits rules of Securities Exchange Act Section 16(b) and is subject

4 unchanged sentences

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

We reviewed all income tax positions taken or that

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

We reviewed all income tax positions taken or

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

for all open years.

We are subject to U.S.

federal income tax examinations by tax authorities for years after 2024 due to unexpired net operating

loss carryforwards originating in and subsequent to that year.

We may be subject to income tax examinations for the various taxing authorities

which vary by jurisdiction.

Our policy is to record interest and penalties associated with unrecognized tax benefits as additional income

taxes in the statements of operations.

As of July 31, 2024, there were no unrecognized tax benefits, or any tax related interest or penalties.

federal income tax examinations by tax authorities for years after 2022 due to unexpired net

operating loss carryforwards originating in and subsequent to that year.

We may be subject to income tax examinations for the various

taxing authorities which vary by jurisdiction.

Our policy is to record interest and penalties associated with unrecognized tax benefits

as additional income taxes in the statements of operations.

As of July 31, 2025, there were no

unrecognized tax benefits, or any material tax related interest or penalties.

We do not have any examinations ongoing.

Tax returns for the years 2014 onwards are subject to federal, state or local examinations.

Related Party Transactions

Due to Officers

The following amounts were due to our officers for

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

The following amounts were due to our officers

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

Schedule of related party payables

Fiscal Year Ended July 31,

Christine Farrell, CFO

The amount of unpaid salary and bonus due to our officers

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

The amount of unpaid salary and bonus due to our

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

Schedule of accrued wages

Fiscal Year Ended July 31,

Christine Farrell, CFO

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

of two officers and two directors.

Net Loss Per Share

The following securities were excluded from

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

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

each of two officers and two directors.

Loss Per Share

The following securities were excluded from the

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

Schedule of anti-dilutive securities

1 unchanged sentence

Options to purchase common stock

Equivalent shares of convertible notes into common stock

Common stock issuable upon conversion of outstanding convertible notes payable and related accrued interest

Warrants to purchase common stock

Unvested restricted stock units

Total potentially dilutive securities

and Contingencies

We were a party to a lawsuit in Superior Court, Kent

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

Vdex Diabetes Holdings, Inc.

KC-2023-0952.

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

and William McCullough.

On December 9, 2023, defendant

Vdex Diabetes Holdings Inc.

(“VDH”) filed a Third-Party Complaint against us alleging the existence of an agreement between

the VDH Chief Executive Officer, William McCullough and our Chief Executive Officer, Michael Redmond, to pursue a merger of the two companies.

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

VDH alleged that we, along with Hainey, represented that we would provide capital as consideration for VDH’s undertaking

and to continue its growth and expansion.

VDH alleged Hainey provided VDH with $20,000.

VDH contended they relied upon Hainey’s

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

We retained Tarro &

Marotti Law Firm, LLC of Warwick, Rhode Island.

On February 8, 2024, a motion to dismiss was entered in the Kent County Superior Court

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

As no timely objection was filed,

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

Promissory Note

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

The $300,000 was received

on August 22, 2024.

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

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

August 14, 2029.

Accredited Investor Note Amendment

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

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

On October 29, 2024, we entered into Amendment

Basic and diluted net loss per share are the same

for all periods presented because we are in a loss position.

Accredited Investor Promissory Note Amendment

and New Promissory Note

On August 14, 2025, the $300,000 promissory note

with Peter D’Arruda, accredited investor dated August 14, 2024 was amended to extend the maturity date to January 31, 2026.

Note 7 for additional information.

On October 3, 2025, we

entered into a $100,000 promissory note with an effective date of October 1, 2025, with Peter D’Arruda, an accredited investor.

The $100,000 was received October 3, 2025.

The note has a one-year maturity, becoming due on September 30, 2026, and bears interest at

the rate of 18% per annum.

In addition, we issued the investor an immediately exercisable warrant to purchase 100,000 shares of our common

stock at $0.10 per share that expires September 30, 2030.

Mast Hill Fund,

On August 27, 2025, we entered into Securities

Purchase Agreement (the “SPA”) with Mast Hill.

Pursuant to the SPA, we sold Mast Hill (i) a $220,000 face value, one-year,

10% per annum Promissory Note (the “Note”) convertible into shares of our common stock at 85% of the lowest volume-weighted

average price of our common stock during the ten trading days immediately preceding the respective conversion date, and (ii) a five-year

warrant that is immediately exercisable entitling Mast Hill to acquire 1,000,000 shares of our common stock at $0.10 per share.

market price of our common stock is greater than the exercise price, Mast Hill may elect to receive warrant shares pursuant to a cashless

Any principal or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) 16% per

annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid.

Net proceeds after original discount

of $22,000, fees and expenses, was $173,000.

On August 29, 2025, Mast Hill converted $80,618

of interest and $1,750 in fees for a total of $82,368 into 1,144,000 shares of our common stock at a price of $0.072 per share.

the conversion, principal was $499,667 and remaining interest was $13.00.

On October 9, 2025, we

entered into Amendment No.

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

Pursuant to the Amendment, the $200,000 amortization

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

As consideration,

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

the note is paid.

Pursuant to the Amendment,

the maturity date for all outstanding principal and interest was extended to April 30, 2026.

LGH Investments,

On September 18, 2025, and effective July 31,

2025, we entered into Amendment No.

10 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 January 31, 2026.

On October 6, 2025, LGH converted $144,000 of

their outstanding convertible note into 2,000,000 shares of our common stock at $0.072 per share.

Following the conversion, there was

$891,000 of principal and $281,875 of accrued interest outstanding.

Master Technology

and Sub-license Agreement

On October 14, 2025,

we entered into a Master Technology and Sub-license Agreement (the “Agreement”) with NeuRX Health, Inc.

Pursuant to the Agreement, we entered into a sub-licensing agreement for exclusive, worldwide rights to BreastCheck®, a non-invasive

test for breast abnormalities.

The Agreement is subject to finalization of certain terms and closing conditions.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data