13 unchanged sentences
Notes payable, officers and directors
−Removed: Notes payable, net of unamortized debt discount and closing costs of $ 3,122,747 and
−Removed: $ 512 , respectively
−Removed: Derivative liabilities
+Added: Notes payable, net of unamortized debt discounts
+Added: Derivative liability
Total current liabilities
1 unchanged sentence
Stockholders' deficit:
−Removed: Preferred stock, $ 0.001 par value, 100,000,000 shares authorized, no shares issued or outstanding
−Removed: Common stock, $ 0.001 par value, 500,000,000 shares authorized, 99,853,763 and 96,709,763 shares issued
−Removed: and outstanding as of January 31, 2026 and July 31, 2025, respectively
+Added: Preferred stock, $ 0.001
+Added: par value, 100,000,000
+Added: shares authorized, no
+Added: shares issued or outstanding as of April 30, 2026 and July 31, 2025
+Added: Common stock, $ 0.001 par value, 500,000,000 shares authorized, 100,968,663 and 96,709,763 shares issued and outstanding as of April 30, 2026 and July 31, 2025, respectively
Additional paid-in capital
6 unchanged sentences
Total liabilities and stockholders' deficit
−Removed: The accompanying notes are an integral part of these
−Removed: condensed consolidated financial statements.
+Added: The accompanying notes are an integral part
+Added: of these condensed consolidated financial statements.
Odyssey Health, Inc.
1 unchanged sentence
Condensed Consolidated Statements of Operations
−Removed: and Comprehensive Loss
−Removed: Three Months Ended January 31,
−Removed: Six Months Ended January 31,
+Added: and Comprehensive Income (Loss)
+Added: For the Three Months Ended
+Added: For the Nine Months Ended
General and administrative expense
2 unchanged sentences
Interest expense
−Removed: Financing costs
( 1,035,315 )
−Removed: ( 3,080,023 )
−Removed: Change in fair value of derivative liabilities
−Removed: Other expense, net
−Removed: Net loss attributable to common shareholders
−Removed: $ ( 3,601,623 )
+Added: Financing costs
( 3,080,023 )
+Added: Change in fair value of derivative liability
+Added: Gain on extinguishment of accounts payable
+Added: Other income (expense), net
+Added: Net income (loss) and comprehensive income (loss)
( 3,319,181 )
( 1,490,775 )
−Removed: Basic net loss per share
−Removed: Diluted loss per share
−Removed: Shares used for basic net loss per share
−Removed: Shares used for diluted net loss per share
−Removed: The accompanying notes are an integral part of these
−Removed: condensed consolidated financial statements.
+Added: Basic net income (loss) and comprehensive income (loss) per share
+Added: Diluted net income (loss) and comprehensive income (loss) per share
+Added: Shares used for basic net income (loss) comprehensive income (loss) per share
+Added: Shares used for diluted net income (loss) comprehensive income (loss) per share
+Added: The accompanying notes are an integral part
+Added: of these condensed consolidated financial statements.
Odyssey Health, Inc.
and Subsidiaries
−Removed: Condensed Consolidated Statements of Changes Stockholders’
−Removed: Accumulated Deficit
+Added: Condensed Consolidated Statements of Changes
+Added: in Stockholders’ Deficit
+Added: Additional Paid-In
Total Stockholders’
14 unchanged sentences
( 10,595,819 )
−Removed: Stockholders’
+Added: Common stock issued for conversion of accrued interest and fees
+Added: Common stock issued for conversion of outstanding principal,
+Added: accrued interest and fees
+Added: Balances, April 30, 2026
+Added: $ ( 66,065,017 )
+Added: $ ( 9,749,657 )
+Added: Additional Paid-In
+Added: Total Stockholders’
Balances, July 31, 2024
12 unchanged sentences
( 6,462,820 )
−Removed: The accompanying notes are an integral part of these
−Removed: condensed consolidated financial statements.
+Added: Stock-based compensation
+Added: Balances, April 30, 2025
+Added: $ ( 62,493,921 )
+Added: The accompanying notes are an integral part
+Added: of these condensed consolidated financial statements.
Odyssey Health, Inc.
1 unchanged sentence
Condensed Consolidated Statements of Cash Flows
−Removed: For the Six Months Ended January 31,
+Added: For the Nine Months Ended April 30,
Cash flows from operating activities:
5 unchanged sentences
Financing costs
−Removed: Change in fair value of derivative liabilities
+Added: Change in fair value of derivative liability
+Added: ( 1,503,652 )
Amortization of debt discount and closing costs
1 unchanged sentence
Financing costs paid with issuance of common stock
+Added: Gain on extinguishment of accounts payable
Changes in operating assets and liabilities:
(Increase) in prepaid expenses and other current assets
−Removed: Increase in accounts payable and accrued wages
−Removed: Increase (decrease) in accounts payable and accrued wages, officers
+Added: Increase (decrease) in accounts payable and accrued wages
+Added: Increase in accounts payable and accrued wages, officers
Increase in accrued interest
1 unchanged sentence
Cash flows from financing activities:
−Removed: Net proceeds from notes payable
+Added: Proceeds from notes payable
Net cash provided by financing activities
7 unchanged sentences
Common stock issued for conversion of outstanding principal
−Removed: Common stock issued for conversion of accrued interest
+Added: Common stock issued for conversion of accrued interest and fees
Warrants issued in debt financing
Original issue discount on debt and closing costs on notes payable
+Added: Rent offset payment applied to principal on maintenance note payable
Rent offset payment applied to accrued interest on notes payable
−Removed: Debt discount recognized on notes payable associated with derivative liabilities
−Removed: The accompanying notes are an integral part of these
−Removed: condensed consolidated financial statements.
+Added: Debt discount recognized on notes payable associated with derivative liability
+Added: The accompanying notes are an integral part
+Added: of these condensed consolidated financial statements.
Odyssey Health, Inc.
1 unchanged sentence
Notes to Condensed Consolidated Financial Statements
−Removed: Basis of Presentation and Nature of Operations
+Added: Basis of Presentation, Nature of Operations and Going
Basis of Presentation
18 unchanged sentences
Significant Accounting Policies
−Removed: Other than as described below, our significant accounting
−Removed: policies have not changed during the six months ended January 31, 2026 from those disclosed in our Annual Report on Form 10-K for the
−Removed: year ended July 31, 2025.
+Added: Other than as described below, our significant
+Added: accounting policies have not changed during the nine months ended April 30, 2026 from those disclosed in our Annual Report on Form 10-K
+Added: for the year ended July 31, 2025.
Segment Reporting
−Removed: We operate as one
−Removed: reportable segment under ASC 280, Segment Reporting .
−Removed: The Chief Operating Decision Maker, reviews and evaluates financial information
−Removed: and allocates resources on a consolidated basis when making operating decisions and assessing performance.
+Added: We operate as one reportable segment under ASC
+Added: 280, Segment Reporting .
+Added: The Chief Operating Decision Maker, reviews and evaluates financial information and allocates resources
+Added: on a consolidated basis when making operating decisions and assessing performance.
Accounting for Derivative Liabilities
1 unchanged sentence
debt with a variable conversion features.
−Removed: We accounted for the fair value of the derivative liability
−Removed: utilizing a Black-Scholes pricing model upon inception and mark it to fair value using the Black-Scholes pricing model as of the end of
−Removed: each reporting period with the change in fair value being accounted for in the Condensed Consolidated Statements of Operations and Comprehensive
−Removed: Loss in the period incurred.
+Added: We accounted for the fair value of the derivative liability utilizing a Black-Scholes pricing
+Added: model upon inception and mark it to fair value using the Black-Scholes pricing model as of the end of each reporting period with the change
+Added: in fair value being accounted for in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) in the period
See also Notes 4 and 5.
−Removed: Reclassification
−Removed: We have reclassified, combined or separately
−Removed: disclosed certain amounts in the prior years’ condensed consolidated financial statements and accompanying footnotes to
−Removed: conform with the current year’s presentation.
−Removed: These changes consisted of separating Accounts payable and accrued wages,
−Removed: officers from Accounts payable and Accrued wages within the January 31, 2025 condensed consolidated statement of cash flows and
−Removed: Stock-based compensation was reclassified in the prior period financial statements to be a component of General and administrative
−Removed: expense in order to conform with the current period presentation.
−Removed: There was no effect on the reported Net loss for the periods.
+Added: Accounting for Extinguishment of Accounts Payable
+Added: During the third quarter of Fiscal 2026, certain
+Added: vendors forgave the accounts payable owed to them by us.
+Added: Pursuant to Accounting Standards Codification (“ASC”) 405-20 Liabilities
+Added: – Extinguishment of Liabilities, we account for the forgiveness of accounts payable as the extinguishment of debt and record the
+Added: gain as Gain on extinguishment of accounts payable in the period of forgiveness.
+Added: Reclassifications
+Added: We have reclassified, combined or separately disclosed
+Added: certain amounts in the prior year’s condensed consolidated financial statements and accompanying footnotes to conform with the current
+Added: year’s presentation.
+Added: These changes consisted of the following:
+Added: · combining Accounts payable and Accrued wages on the Condensed Consolidated Balance Sheets and Condensed
+Added: Consolidated Statements of Cash Flows;
+Added: · separating Accounts payable and accrued wages, officers from Accounts payable and accrued wages on the
+Added: Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows;
+Added: · combining Stock-based compensation with General and administrative expense on the Condensed Consolidated
+Added: Statements of Operations and Comprehensive Income (Loss) in order to conform with the current period presentation.
+Added: There was no effect on the reported Net income
+Added: (loss) for the periods reported.
Nature of Operations
Our corporate mission is to create or acquire
−Removed: distinct assets, intellectual property, and technologies with an emphasis on acquisition targets that have superior clinical utility
−Removed: and serve an unmet medical need.
−Removed: Our business model is to develop or acquire medical-related products, engage third parties to help
−Removed: develop such products, complete clinical trials, and manufacture products according to U.
−Removed: Food and Drug Administration
−Removed: (“FDA”) regulations.
+Added: distinct assets, intellectual property, and technologies with an emphasis on acquisition targets that have superior clinical utility and
+Added: serve an unmet medical need.
+Added: Our business model is to develop or acquire medical-related products, engage third parties to help develop
+Added: such products, complete clinical trials, and manufacture products according to U.
+Added: Food and Drug Administration (“FDA”)
We have two different technologies in development;
−Removed: the CardioMap heart monitoring and screening
−Removed: device and the Save-A-Life choking rescue device.
+Added: the CardioMap heart monitoring and screening device and the Save-A-Life
+Added: choking rescue device.
We intend to acquire other technologies and assets
10 unchanged sentences
proprietary products.
−Removed: We are not currently selling or marketing any products,
−Removed: as our products are in development, and FDA clearance or approval to market our products
−Removed: will be required to sell in the United States.
−Removed: In addition, we would require additional European Union or country specific clearance or
−Removed: approvals to sell internationally.
+Added: We are not currently selling or marketing any
+Added: products, as our products are in development, and FDA clearance or approval to market our products will be required to sell in the United
+Added: In addition, we would require additional European Union or country specific clearance or approvals to sell internationally.
Going Concern
−Removed: We did not recognize any revenues for the year ended
−Removed: July 31, 2025, and we had an accumulated deficit of $ 66,830,907 as of January 31, 2026.
−Removed: For the foreseeable future, we expect to experience
−Removed: continuing operating losses and negative cash flows from operations.
−Removed: As of January 31, 2026, we had current liabilities of $ 11,317,123 ,
−Removed: current assets of $ 721,304 , and a working capital deficit of $ 10,595,819 .
−Removed: At January 31, 2026, based on current projections and anticipated funding
−Removed: sources, we believe we have sufficient working capital to meet our operating expenses through the end of fiscal 2026, subject to the risks
−Removed: and uncertainties described herein.
+Added: We did not recognize any revenues for the nine
+Added: months ended April 30, 2026 or the year ended July 31, 2025, and we had an accumulated deficit of $ 66,065,017 as of April 30, 2026.
+Added: the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations.
+Added: As of April 30, 2026,
+Added: we had current liabilities of $ 10,123,436 , current assets of $ 373,779 , and a working capital deficit of $ 9,749,657 .
+Added: At April 30, 2026,
+Added: based on current projections and anticipated funding sources, we believe we have sufficient working capital to meet our operating expenses
+Added: through the end of Fiscal 2026, subject to the risks and uncertainties described herein.
The operating deficit and negative working capital
−Removed: at January 31, 2026, indicate substantial doubt about our ability to continue as a going concern.
+Added: at April 30, 2026, indicate substantial doubt about our ability to continue as a going concern.
Our continued existence depends on the
13 unchanged sentences
might result from the outcome of this uncertainty.
−Removed: We are continually adjusting our business plan to
−Removed: reflect our current liquidity expectations.
−Removed: If we are unable to raise additional capital, secure additional debt financing, secure additional
−Removed: equity financing, secure a strategic partner, reduce our operating expenditures, or seek bankruptcy protection, we will adjust our business
−Removed: Given our recurring losses, negative cash flow, and accumulated deficit, there is substantial doubt about our ability to continue
−Removed: as a going concern.
+Added: We are continually adjusting our business plan
+Added: to reflect our current liquidity expectations.
+Added: If we are unable to raise additional capital, secure additional debt financing, secure
+Added: additional equity financing, secure a strategic partner, reduce our operating expenditures, or seek bankruptcy protection, we will adjust
+Added: our business plan.
+Added: Given our recurring losses, negative cash flow, and accumulated deficit, there is substantial doubt about our ability
+Added: to continue as a going concern.
New Accounting Pronouncements
4 unchanged sentences
to the rate reconciliation and income taxes paid.
−Removed: The amendments will be effective for the Company’s July 31, 2026
−Removed: fiscal year end financial statements.
+Added: The amendments will be effective for our July 31, 2026 fiscal year end financial statements.
The amendments should be applied on a prospective basis.
Retrospective application is permitted.
−Removed: We are currently
−Removed: evaluating this ASU to determine its impact on our disclosures and do not expect the amendments to have a material effect on our financial
−Removed: In November 2024, the FASB issued ASU 2024-03, Comprehensive
−Removed: Income (Topic 220):
−Removed: Disaggregation of Income Statement Expense , related to the disaggregation of certain income statement expenses.
−Removed: The amendments in this update require public entities to disclose incremental information related to purchases of inventory, team member
−Removed: compensation and depreciation, which will provide investors the ability to better understand entity expenses and make their own judgements
−Removed: about entity performance.
+Added: We are currently evaluating this ASU
+Added: to determine its impact on our disclosures and do not expect the amendments to have a material effect on our financial statements.
+Added: In November 2024, the FASB issued ASU 2024-03,
+Added: Comprehensive Income (Topic 220):
+Added: Disaggregation of Income Statement Expense , related to the disaggregation of certain income statement
+Added: The amendments in this update require public entities to disclose incremental information related to purchases of inventory,
+Added: team member compensation and depreciation, which will provide investors the ability to better understand entity expenses and make their
+Added: own judgements about entity performance.
The amendments in this update are effective for fiscal years beginning after December 15, 2026.
−Removed: We plan to adopt
−Removed: this pronouncement and make the necessary updates to our disclosures for the year ending July 31, 2027, and, aside from these disclosure
−Removed: changes, we do not expect the amendments to have a material effect on our financial statements.
+Added: We plan to adopt this pronouncement and make the necessary updates to our disclosures for the year ending July 31, 2027, and, aside from
+Added: these disclosure changes, we do not expect the amendments to have a material effect on our financial statements.
Commitments and Contingencies
2 unchanged sentences
Technology and Sub-license Agreement (the “Agreement”) with NeuRX Health, Inc.
−Removed: Pursuant to the
−Removed: Agreement, we entered into a sub-licensing agreement for exclusive, worldwide rights to BreastCheck®, a non-invasive test for
−Removed: breast abnormalities.
−Removed: The Agreement, anticipated to close in the first quarter of 2026, is subject to finalization of certain
−Removed: material terms and closing conditions, and there can be no assurance that the transaction will close on
−Removed: the anticipated timeline or at all.
−Removed: Terms include worldwide license to the technology, a royalty agreement, sublicense agreement
−Removed: and material transfer agreement.
−Removed: Cash consideration will be paid to NeuRX every time we make a draw on our Mast Hill equity line of
−Removed: The amount to be paid to NeuRX will equal 30% of the net cash proceeds received from draws under the equity line of credit
−Removed: calculated after satisfaction of payment obligations to certain debt holders throughout the life of the equity line of credit.
−Removed: Upon closing of the Agreement, we will be responsible for all manufacturing,
−Removed: distribution, marketing and sales of BreastCheck®.
+Added: Pursuant to the Agreement,
+Added: we entered into a sub-licensing agreement for exclusive, worldwide rights to BreastCheck®, a non-invasive test for breast abnormalities.
+Added: The Agreement closed April 21, 2026.
+Added: Terms included worldwide license to the technology, a royalty agreement, sublicense agreement and
+Added: material transfer agreement.
+Added: On May 6, 2026, we received formal written notice
+Added: from NeuRX, advising us that NeuRX was in breach of its contractual obligations with Davion Healthcare Plc ("Davion”).
+Added: Specifically,
+Added: NeuRX failed to obtain Davion's required approval prior to sublicensing the BreastCheck product to us.
+Added: As a result, the notice stated
+Added: that the Agreement between us and NeuRX was immediately cancelled.
+Added: See also Note 11.
+Added: Fair Value Measurements
The fair value of financial assets and liabilities
are determined utilizing a three-level framework as follows:
−Removed: Level 1 – Observable inputs, such as
−Removed: unadjusted quoted prices in active markets, for substantially identical assets and liabilities.
+Added: Level 1 – Observable inputs, such
+Added: 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.
5 unchanged sentences
Unobservable inputs that are supported by little or no market activity, generally requiring a significant amount of judgment by management.
−Removed: The methods described above
−Removed: may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.
+Added: The methods described
+Added: 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
2 unchanged sentences
We did not have any transfers
−Removed: of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2, or Level 3 during the six months ended
−Removed: January 31, 2026, or the year ended July 31, 2025.
−Removed: No changes were made to our
−Removed: valuation techniques during the quarter ended January 31, 2026.
+Added: of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2 or Level 3 during the nine months ended
+Added: April 30, 2026, or the year ended July 31, 2025.
+Added: No changes were made
+Added: to our valuation techniques during the quarter ended April 30, 2026.
We did not have any financial
instruments carried at fair value at July 31, 2025.
−Removed: Financial instruments carried at fair value at January 31, 2026 included the following:
+Added: Financial instruments carried at fair value at April 30, 2026 included the following:
Schedule of fair value of financial instruments
−Removed: January 31, 2026
+Added: April 30, 2026
Derivative liability
Derivative Liabilities
−Removed: Derivative liabilities relates to the variable conversion
−Removed: feature embedded in our August 27, 2025 Securities Purchase Agreement, our November 13, 2025 Convertible Promissory Note and Maintenance
−Removed: Agreement and our November 13, 2025 Securities Purchase Agreement with Mast Hill Fund L.P.
−Removed: and our December 31, 2025 Second Tranche related
−Removed: to the November 13, 2025 Securities Purchase Agreement.
+Added: Derivative liabilities relate to the variable
+Added: conversion feature embedded in our August 27, 2025 Securities Purchase Agreement, our November 13, 2025 Convertible Promissory Note and
+Added: Maintenance Agreement, our November 13, 2025 Securities Purchase Agreement with Mast Hill Fund L.P.
+Added: and our December 31, 2025 Second Tranche
+Added: related to the November 13, 2025 Securities Purchase Agreement.
See Note 5 for additional information.
−Removed: The fair value of our derivative liabilities
−Removed: as of August 27, 2025 (inception), October 31, 2025, November 13, 2025 (inception), December 31, 2025 (inception), and January 31, 2026,
−Removed: was determined using the Black-Scholes pricing model utilizing the following inputs:
+Added: The fair value of our derivative
+Added: liabilities as determined using the Black-Scholes pricing model utilizing the following inputs:
Schedule of assumptions
6 unchanged sentences
Exercise price
−Removed: Our derivative liabilities
−Removed: were as follows:
−Removed: Schedule of derivative liabilities
−Removed: Six Months Ended
−Removed: Beginning balance at July 31, 2025
−Removed: Additional derivative liability recognized
+Added: Changes in our
+Added: derivative liabilities for the three and nine months ended April 30, 2026 were as follows:
+Added: Balance at July 31, 2025
+Added: Derivative liability recognized
Change in fair value of derivative liability
Balance at October 31, 2025
−Removed: Additional derivative liabilities recognized
+Added: Derivative liabilities recognized
Change in fair value of derivative liabilities
−Removed: Ending balance at January 31, 2026
+Added: Balance at January 31, 2026
+Added: Change in fair value of derivative liabilities
+Added: ( 1,505,581 )
+Added: Balance at April 30, 2026
See also Note 5.
Fair Value of Current
−Removed: Assets and Liabilities
−Removed: The carrying values of Cash,
−Removed: Accounts payable and accrued wages, Accounts payable and accrued wages - officers, and Notes payable approximate their fair value due
−Removed: to their short maturities.
+Added: Assets and Current Liabilities
+Added: The carrying values of
+Added: Cash, Prepaid expenses and other current assets, Accounts payable and accrued wages, Accounts payable and accrued wages - officers, and
+Added: Notes payable approximate their fair value due to their short maturities.
Contingent Liability
−Removed: At January 31,
30, 2026 and July 31, 2025, we had contingent consideration related to the acquisition of intellectual property, know-how and patents
6 unchanged sentences
file for FDA clearance.
−Removed: Our debt instruments consist of Convertible notes payable, officers and
−Removed: directors, Notes payable, and Convertible notes payable.
+Added: Our debt instruments consist of Convertible notes
+Added: payable, officers and directors, Notes payable, and Convertible notes payable.
All of our debt instruments are unsecured.
−Removed: Key terms of our various debt instruments
−Removed: are as follows:
+Added: our various debt instruments are as follows:
LGH Investments, LLC
3 unchanged sentences
2021, with LGH Investments, LLC (“LGH”) (the “Note”) which extended the maturity date of the Note to January 31,
−Removed: On October 6, 2025, LGH converted $ 144,000 of their
−Removed: outstanding Note into 2,000,000 shares of our common stock at $0.072 per share.
−Removed: On January 31, 2026, we entered into Amendment No.
+Added: On October 6, 2025, LGH converted $ 144,000 of
+Added: their outstanding Note into 2,000,000 shares of our common stock at $0.072 per share.
+Added: On January 31, 2026, we entered into Amendment
11 to the Convertible Promissory Note to extend the maturity date to April 30, 2026.
−Removed: At January 31, 2026, we had $ 891,000 of principal
+Added: On May 18, 2026, and effective April 30, 2026,
+Added: we entered into Amendment No.
+Added: 12 to the Convertible Promissory Note to extend the maturity date to September 30, 2026.
+Added: At April 30, 2026, we had $ 891,000 of principal
and $ 312,104 of accrued interest outstanding pursuant to the Note.
2 unchanged sentences
$300,000 Promissory Note
−Removed: On August 14, 2024, we entered into a $ 300,000 promissory
−Removed: note (the “Note”) with Peter D’Arruda, an accredited investor.
+Added: On August 14, 2024, we entered into a $ 300,000
+Added: promissory note (the “Note”) with Peter D’Arruda, an accredited investor.
The $ 300,000 was received on August 22, 2024.
−Removed: has a one-year maturity, becoming due on August 22, 2025 , and bears interest at the rate of 18 % per annum.
−Removed: In addition, we issued the
−Removed: investor an immediately exercisable warrant to purchase 300,000 shares of our common stock at $ 0.10 per share that expires August 14,
+Added: The Note has a one-year maturity, becoming due on August 22, 2025 , and bears interest at the rate of 18 % per annum.
+Added: In addition, we issued
+Added: 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 .
1 unchanged sentence
the maturity date to January 31, 2026.
−Removed: On Feb 2, 2026 with an effective date of January 31,
+Added: On February 2, 2026 with an effective date of January
31, 2026, this Note was amended to extend the maturity date to January 31, 2027.
−Removed: At January 31, 2026, $ 300,000 in principal and $ 79,149
+Added: At April 30, 2026, $ 300,000 in principal and $ 92,315
in accrued interest remained outstanding.
$100,000 Promissory Note
−Removed: On October 3, 2025, we entered into a $ 100,000 promissory
−Removed: note with an effective date of October 1, 2025, with Peter D’Arruda, an accredited investor.
−Removed: The $ 100,000 was received October 3,
+Added: On October 3, 2025, we entered into a $ 100,000
+Added: promissory note with an effective date of October 1, 2025, with Peter D’Arruda, an accredited investor.
+Added: The $ 100,000 was received
+Added: 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.
−Removed: we issued the investor an immediately exercisable warrant to purchase 100,000 shares of our common stock at $ 0.10 per share that expires
−Removed: September 30, 2030 .
−Removed: At January 31, 2026, $ 100,000 in principal and $ 6,067
+Added: In addition, we issued the investor an immediately exercisable warrant to purchase 100,000 shares of our common stock at $ 0.10 per share
+Added: that expires September 30, 2030 .
+Added: At April 30, 2026, $ 100,000 in principal and $ 10,455
in accrued interest remained outstanding.
7 unchanged sentences
when the Oragenics preferred stock held by us is converted into Oragenics common stock.
−Removed: On January 31, 2026, this note was amended to extend
−Removed: the maturity date to January 31, 2027 .
−Removed: At January 31, 2026, $ 50,000 in principal and $ 9,841
−Removed: in accrued interest remained outstanding.
+Added: On January 31, 2026, this note was amended to
+Added: extend the maturity date to January 31, 2027 .
+Added: At April 30, 2026, $ 50,000 in principal and $ 11,061 in
+Added: accrued interest remained outstanding.
Mast Hill Fund L.P.
−Removed: Our unsecured debt instruments with Mast Hill have
−Removed: priority over our other unsecured debt in payment and performance.
−Removed: Our debt instruments with Mast Hill also have terms that restrict (a)
−Removed: distributions on our common stock, (b) stock repurchases, (c) the sale of any significant portion of our assets, and (d) certain advances
+Added: Our unsecured debt instruments with Mast Hill
+Added: have priority over our other unsecured debt in payment and performance.
+Added: Our debt instruments with Mast Hill also have terms that restrict
+Added: (a) distributions on our common stock, (b) stock repurchases, (c) the sale of any significant portion of our assets, and (d) certain advances
and loans (all as defined within the Mast Hill debt agreements) without Mast Hill’s written consent.
−Removed: Details of our debt instruments with
−Removed: Mast Hill are as follows:
−Removed: July 29, 2025 Common Stock Purchase Agreement
−Removed: Pursuant to an Equity Purchase Agreement (the “Agreement”)
−Removed: dated July 29, 2025, we have the right, but not the obligation, to deliver Put Notices to Mast Hill Fund L.P.
−Removed: (“Mast Hill”)
−Removed: to purchase Put Shares of our common stock totaling up to $25.0 million.
−Removed: Each Put Notice will be (i) in a minimum amount not less than
−Removed: $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.
−Removed: The lesser of (a)
−Removed: or (b) is referred to as the Maximum Daily Put Amount.
−Removed: We may, at our option, specify a minimum share price with respect to our common
−Removed: stock (the “Minimum Price”) in a Put Notice at the time that the Put Notice is delivered to Mast Hill.
−Removed: To date, no Put Notices were delivered to Mast Hill
−Removed: under the Agreement.
−Removed: December 13, 2022 Securities Purchase Agreement
−Removed: Pursuant to the Securities Purchase Agreement with
−Removed: Mast Hill dated December 13, 2022 (the “2022 SPA”), on August 29, 2025, Mast Hill converted $ 80,618 of interest and $ 1,750
−Removed: 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.
−Removed: On October 9, 2025, we entered into Amendment No.
−Removed: 6 to the 2022 SPA, extending the maturity date for the full amount outstanding to April 30, 2026 .
−Removed: At January 31, 2026, there was $ 499,667 of principal,
−Removed: $ 21,231 of accrued interest, and warrants exercisable for 14,666,667 shares of our common stock outstanding pursuant to the 2022 SPA.
−Removed: August 27, 2025 Securities Purchase Agreement
−Removed: On August 27, 2025, we entered into a Securities Purchase
−Removed: Agreement (the “2025 SPA”) with Mast Hill Fund L.P.
−Removed: (“Mast Hill”).
−Removed: Pursuant to the 2025 SPA, we sold Mast Hill
−Removed: (i) a $ 220,000 face value, one-year, 10 % per annum Promissory Note (the “Note”) convertible into shares of our common stock
−Removed: at 85% of the lowest volume-weighted average price of our common stock during the ten trading days immediately preceding the respective
−Removed: conversion date, and (ii) a five-year warrant that is immediately exercisable entitling Mast Hill to acquire 1,000,000 shares of our common
−Removed: stock at $0.10 per share.
−Removed: If the market price of our common stock is greater than the exercise price, Mast Hill may elect to receive warrant
−Removed: shares pursuant to a cashless exercise.
−Removed: Any principal or interest on this Note which is not paid when due shall bear interest at the rate
−Removed: of the lesser of (i) 16% per annum or (ii) the maximum rate permitted by law, from the due date thereof until the same is paid.
−Removed: after original discount of $ 22,000 , fees and expenses was $ 190,500 .
−Removed: Due to the variability of the conversion
−Removed: feature, it is valued separately from the underlying debt as an embedded conversion feature, which is a derivative liability.
−Removed: the Black-Scholes pricing model, we determined the fair value of the derivative liability to be $ 647,574
−Removed: at inception.
−Removed: The fair value of the derivative liability in excess of the available face value of the note, net of all discounts
−Removed: from other sources, was recorded as a day one financing cost totaling $ 507,368 .
−Removed: The derivative liability was revalued at October 31, 2025 with an estimated fair value of $ 225,155 .
−Removed: Accordingly, a gain on change in fair value of derivative liability in the amount of $ 422,419
−Removed: was recorded on our Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended October 31,
−Removed: The derivative liability was revalued at January 31, 2026, with an estimated fair value of $ 223,173 .
−Removed: Accordingly, a gain on change in fair value of derivative liabilities in the amount of $ 1,982
−Removed: was recorded on our Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended January 31,
−Removed: 2026, and a gain of $ 424,401
−Removed: was recorded for the six months ended January 31, 2026.
−Removed: See also Note 4.
−Removed: At January 31, 2026, there was $ 220,000 of principal,
−Removed: $ 9,403 of accrued interest, and warrants exercisable for 1,000,000 shares of our common stock outstanding pursuant to the 2025 SPA.
−Removed: November 13, 2025 Convertible Promissory Note and
−Removed: Maintenance Agreement
+Added: Details of our debt instruments
+Added: with Mast Hill are as follows:
+Added: November 13, 2025 Convertible Promissory Note
+Added: and Maintenance Agreement
To consummate a separate
2 unchanged sentences
The terms of the maintenance agreement and maintenance note are described below.
−Removed: On November 13, 2025, we
−Removed: entered into a Maintenance Agreement with Mast Hill, pursuant to which we agreed to provide certain maintenance and related services
+Added: On November 13, 2025,
+Added: we entered into a Maintenance Agreement with Mast Hill, pursuant to which we agreed to provide certain maintenance and related services
for a commercial facility beginning November 13, 2025 and ending on the first business day of February 2034.
In exchange, Mast Hill will
−Removed: pay us service fees (the “Fees”) which currently total approximately $ 252,450
−Removed: per year that is an offset to the principal and interest payable against the outstanding tranches.
−Removed: For financial statement presentation,
−Removed: future Fees receivable under the Maintenance Agreement will be offset against any debt owed to Mast Hill.
−Removed: As of January 31, 2026, $ 1,842,002
−Removed: in future Fees receivable was offset against Notes payable.
−Removed: In connection with the Maintenance
−Removed: Agreement, we issued to Mast Hill a convertible promissory note in the amount of $ 2,262,000 which bears interest at 10 % per annum and
−Removed: is due November 13, 2026 (the “Maintenance Note”) in exchange for the Fees to be received as described above.
−Removed: The Maintenance
−Removed: Note plus any accrued but unpaid interest is convertible at any time by Mast Hill into shares of our common stock at a price equal to
−Removed: 85% of the lowest volume weighted average price during the preceding 10 trading days.
+Added: pay us service fees (the “Fees”) which currently total approximately $ 252,450 per year that is an offset to the principal
+Added: and interest payable against the outstanding tranches.
+Added: For financial statement presentation, future Fees receivable under the Maintenance
+Added: Agreement will be offset against any debt owed to Mast Hill.
+Added: As of April 30, 2026, $ 1,786,098 in future Fees receivable was offset against
+Added: Notes payable.
+Added: In connection with the
+Added: Maintenance Agreement, we issued to Mast Hill a convertible promissory note in the amount of $ 2,262,000 which bears interest at 10 % per
+Added: annum and is due November 13, 2026 (the “Maintenance Note”) in exchange for the Fees to be received as described above.
+Added: Maintenance Note plus any accrued but unpaid interest is convertible at any time by Mast Hill into shares of our common stock at a price
+Added: equal to 85% of the lowest volume weighted average price during the preceding 10 trading days.
Due to the variability of the conversion feature,
5 unchanged sentences
cost totaling $ 2,242,625 .
−Removed: The derivative liability was revalued at January 31, 2026 with an estimated fair value of $ 2,621,970 .
−Removed: a loss on change in fair value of derivative liabilities in the amount of $ 379,345 was recorded on our Condensed Consolidated Statements
−Removed: of Operations and Comprehensive Loss for the three and six months ended January 31, 2026.
+Added: The derivative liability was revalued at April 30, 2026 with an estimated fair value of $ 1,589,795 .
+Added: a gain on change in fair value of derivative liabilities in the amount of $ 1,032,175 and $ 652,830 was recorded on our Condensed Consolidated
+Added: Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended April 30, 2026.
See also Note 4.
−Removed: At January 31, 2026, there was $ 2,262,000 of principal,
−Removed: $ 48,339 of accrued interest pursuant to the Maintenance Note.
−Removed: Pursuant to the terms of
−Removed: the Maintenance Note, we will remit any service fees received, less direct costs, to Mast Hill as payment on the Master Note tranches
−Removed: until paid in full or converted.
−Removed: The service fees under the Maintenance Agreement will not exceed the
−Removed: debt incurred under the Maintenance Note.
−Removed: Accordingly, we do not expect to record any revenues in the future under the Maintenance Agreement,
−Removed: as proceeds will only reduce the future Fees receivable, which are netted against Notes payable.
−Removed: November 13, 2025 Mast
−Removed: Hill Securities Purchase Agreement
−Removed: On November 13, 2025, we
−Removed: entered into a Securities Purchase Agreement (the “SPA”) with Mast Hill.
−Removed: Pursuant to the terms of the SPA, we issued a promissory
−Removed: note with a maximum principal amount of up to $ 25,000,000 in multiple tranches (the “Master SPA Note”).
+Added: At April 30, 2026, there was $ 2,262,000 of principal
+Added: and $ 103,495 of accrued interest outstanding pursuant to the Maintenance Note.
Pursuant to the terms
−Removed: of the SPA, there is an original issue discount (“OID”) of 10 % on each tranche.
−Removed: Accordingly, the maximum proceeds to us, when
−Removed: considering the 10% OID, is $ 22,250,000 less any related costs and fees.
−Removed: The SPA Note is convertible at any time by Mast Hill into shares
−Removed: of our common stock at 85% of the lowest volume weighted average price during the preceding 10 trading days.
−Removed: With each tranche, we will
−Removed: issue to Mast Hill common stock purchase warrants (“Warrants”) exercisable at $0.001 per share in an amount equal to 20% of
−Removed: the principal amount of the tranche divided by the lowest traded price of our common stock during the 10 trading days preceding each funding
−Removed: November 13, 2025 Tranche
−Removed: On November 13, 2025, we
−Removed: entered into the first tranche of the SPA consisting of $ 500,000 principal with an original discount of $ 50,000 and legal fees totaling
+Added: of the Maintenance Note, we will remit any service fees received, less direct costs, to Mast Hill as payment on the Master Note tranches
+Added: until paid in full or converted.
+Added: The service fees under the Maintenance Agreement will not exceed the debt incurred under the Maintenance
+Added: Accordingly, we do not expect to record any revenues in the future under the Maintenance Agreement, as proceeds will only reduce
+Added: the future Fees receivable, which are netted against Notes payable.
+Added: November 13, 2025
+Added: Mast Hill Securities Purchase Agreement
+Added: On November 13, 2025,
+Added: we entered into a Securities Purchase Agreement (the “SPA”) with Mast Hill.
+Added: Pursuant to the terms of the SPA, we issued a
+Added: promissory note with a maximum principal amount of up to $ 25,000,000 in multiple tranches (the “Master SPA Note”).
+Added: to the terms of the SPA, there is an original issue discount (“OID”) of 10 % on each tranche.
+Added: Accordingly, the maximum proceeds
+Added: to us, when considering the 10% OID, is $ 22,250,000 less any related costs and fees.
+Added: The SPA Note is convertible at any time by Mast Hill
+Added: into shares of our common stock at 85% of the lowest volume weighted average price during the preceding 10 trading days.
+Added: With each tranche, we
+Added: will issue to Mast Hill common stock purchase warrants (“Warrants”) exercisable at $0.001 per share in an amount equal to
+Added: 20% of the principal amount of the tranche divided by the lowest traded price of our common stock during the 10 trading days preceding
+Added: each funding date.
+Added: November 13, 2025
+Added: On November 13, 2025,
+Added: we entered into the first tranche of the SPA consisting of $ 500,000 principal with an original discount of $ 50,000 and legal fees totaling
$ 12,500 for net proceeds to us of $ 437,500 .
8 unchanged sentences
cost totaling $ 137,410 .
−Removed: The derivative liability was revalued at January 31, 2026 with an estimated fair value of $ 516,745 .
−Removed: a loss on change in fair value of derivative liabilities in the amount of $ 21,028 was recorded on our Condensed Consolidated Statements
−Removed: of Operations and Comprehensive Loss for each of the three and six month periods ended January 31, 2026.
−Removed: See also Note 4.
−Removed: At January 31, 2026, there was $ 469,580 of principal,
+Added: The derivative liability was revalued at April 30, 2026 with an estimated fair value of $ 295,410 .
+Added: a gain on change in fair value of derivative liabilities in the amount of $ 221,335 and $ 200,307 , respectively, was recorded on our Condensed
+Added: Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine month periods ended April 30, 2026.
+Added: At April 30, 2026, there was $ 437,320 of principal,
$ 3,355 of accrued interest and warrants exercisable for 1,538,461 shares of our common stock outstanding pursuant to the November 13,
2025 tranche.
−Removed: December 31, 2025 Tranche
−Removed: On December 31, 2025, we entered into the second tranche
−Removed: of the SPA consisting of $ 500,000 principal with an original discount of $ 50,000 and legal fees totaling $ 12,500 for net proceeds to us
−Removed: of $ 437,500 .
−Removed: In conjunction with this tranche, we issued Warrants to Mast Hill immediately exercisable for 3,508,771 shares of our common
−Removed: stock at $0.001 per share.
+Added: December 31, 2025
+Added: On December 31, 2025, we entered into the second
+Added: tranche of the SPA consisting of $ 500,000 principal with an original discount of $ 50,000 and legal fees totaling $ 12,500 for net proceeds
+Added: to us of $ 437,500 .
+Added: In conjunction with this tranche, we issued Warrants to Mast Hill immediately exercisable for 3,508,771 shares of our
+Added: common stock at $0.001 per share.
Due to the variability of the conversion feature,
5 unchanged sentences
cost totaling $ 192,620 .
−Removed: The derivative liability was revalued at January 31, 2026 with an estimated fair value of $ 574,278 .
−Removed: a loss on change in fair value of derivative liabilities in the amount of $ 25,957 was recorded on our Condensed Consolidated Statements
−Removed: of Operations and Comprehensive Loss for the three and six months ended January 31, 2026.
+Added: The derivative liability was revalued at April 30, 2026 with an estimated fair value of $ 400,035 .
+Added: a gain on change in fair value of derivative liabilities in the amount of $ 174,243 and $ 148,286 respectively, was recorded on our Condensed
+Added: Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended April 30, 2026.
See also Note
−Removed: At January 31, 2026, there was $ 500,000 of principal,
+Added: At April 30, 2026, there was $ 500,000 of principal,
$ 3,836 of accrued interest and warrants exercisable for 3,508,771 shares of our common stock outstanding pursuant to the December 31,
2025 tranche.
+Added: August 27, 2025 Securities Purchase Agreement
+Added: On August 27, 2025, we entered into a Securities
+Added: Purchase Agreement (the “2025 SPA”) with Mast Hill Fund L.P.
+Added: (“Mast Hill”).
+Added: Pursuant to the 2025 SPA, we sold
+Added: Mast Hill (i) a $ 220,000 face value, one-year, 10 % per annum Promissory Note (the “Note”) convertible into shares of our common
+Added: stock at 85% of the lowest volume-weighted average price of our common stock during the ten trading days immediately preceding the respective
+Added: conversion date, and (ii) a five-year warrant that is immediately exercisable entitling Mast Hill to acquire 1,000,000 shares of our common
+Added: stock at $0.10 per share.
+Added: If the market price of our common stock is greater than the exercise price, Mast Hill may elect to receive warrant
+Added: shares pursuant to a cashless exercise.
+Added: Any principal or interest on this Note which is not paid when due shall bear interest at the rate
+Added: of the lesser of (i) 16% per annum or (ii) the maximum rate permitted by law, from the due date thereof until the same is paid.
+Added: after original discount of $ 22,000 , fees and expenses was $ 190,500 .
+Added: Due to the variability of the conversion feature,
+Added: it is valued separately from the underlying debt as an embedded conversion feature, which is a derivative liability.
+Added: Using the Black-Scholes
+Added: pricing model, we determined the fair value of the derivative liability to be $ 647,574 at inception.
+Added: The fair value of the derivative
+Added: liability in excess of the available face value of the note, net of all discounts from other sources, was recorded as a day one financing
+Added: cost totaling $ 507,368 .
+Added: The derivative liability was revalued at April 30, 2026 with an estimated fair value of $ 145,345 .
+Added: a gain on change in fair value of derivative liabilities in the amount of $ 77,828 and $ 502,229 respectively, was recorded on our Condensed
+Added: Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended April 30, 2026.
+Added: See also Note
+Added: At April 30, 2026, there was $ 220,000 of principal,
+Added: $ 14,767 of accrued interest and warrants exercisable for 1,000,000 shares of our common stock outstanding pursuant to the 2025 SPA.
+Added: July 29, 2025 Common Stock Purchase Agreement
+Added: Pursuant to an Equity Purchase Agreement (the
+Added: “Agreement”) dated July 29, 2025, we have the right, but not the obligation, to deliver Put Notices to Mast Hill Fund L.P.
+Added: (“Mast Hill”) to purchase Put Shares of our common stock totaling up to $25.0 million.
+Added: Each Put Notice will be (i) in a minimum
+Added: 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.
+Added: The lesser of (a) or (b) is referred to as the Maximum Daily Put Amount.
+Added: We may, at our option, specify a minimum share price with respect
+Added: to our common stock (the “Minimum Price”) in a Put Notice at the time that the Put Notice is delivered to Mast Hill.
+Added: To date, no Put Notices were delivered to Mast
+Added: Hill under the Agreement.
+Added: December 13, 2022 Securities Purchase Agreement
+Added: Pursuant to the Securities Purchase Agreement
+Added: with Mast Hill dated December 13, 2022 (the “2022 SPA”), on August 29, 2025, Mast Hill converted $ 80,618 of interest and $ 1,750
+Added: 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.
+Added: On October 9, 2025, we entered into Amendment
+Added: 6 to the 2022 SPA, extending the maturity date for the full amount outstanding to April 30, 2026 .
+Added: 9, 2026, we entered into Amendment No.
+Added: 7 to the 2022 SPA, extending the maturity date for the full amount outstanding to October
+Added: At April 30, 2026, there was $ 456,173 of principal,
+Added: $ 124 of accrued interest and warrants exercisable for 14,666,667 shares of our common stock outstanding pursuant to the 2022 SPA.
Directors and Officers Promissory Notes
−Removed: At January 31, 2026, we had $ 100,000
−Removed: of principal and $ 32,891
−Removed: of accrued interest related to these Promissory Notes outstanding and the due date has been extended to January
+Added: At April 30, 2026, we had $ 100,000 of principal
+Added: and $ 34,839 of accrued interest related to these Promissory Notes outstanding and the due date has been extended to January 31, 2027 .
Notes Payable Summary
1 unchanged sentence
Schedule of notes payable outstanding
−Removed: Convertible notes payable, officers and directors
+Added: Notes payable, officers and directors
Notes payable
11 unchanged sentences
2021 Omnibus Stock Incentive Plan
−Removed: At January 31, 2026, 17,625,000
−Removed: shares of our common stock were reserved for issuance pursuant to the 2021 Omnibus Stock Incentive Plan (the “2021 Plan”)
−Removed: and 2,500,000
−Removed: shares remained available for future awards under the 2021 Plan.
+Added: At April 30, 2026, 17,625,000 shares of our common
+Added: stock were reserved for issuance pursuant to the 2021 Omnibus Stock Incentive Plan (the “2021 Plan”) and 2,500,000 shares
+Added: remained available for future awards under the 2021 Plan.
Stock Options and Restricted Stock Units
There was no restricted stock unit activity during
−Removed: the six months ended January 31, 2026.
−Removed: Stock option activity during the six months ended January 31, 2026 was as follows:
+Added: the nine months ended April 30, 2026.
+Added: Stock option activity during the nine months ended April 30, 2026 was as follows:
Schedule of stock option activity
4 unchanged sentences
( 2,400,000 )
−Removed: Options outstanding at January 31, 2026
−Removed: Warrant activity during the six months ended January
−Removed: 31, 2026 was as follows:
+Added: Options outstanding at April 30, 2026
+Added: The weighted average contractual term remaining for outstanding stock
+Added: options was 4.97 years at April 30, 2026.
+Added: Warrant activity during the nine months ended
+Added: April 30, 2026 was as follows:
Schedule of warrant activity
4 unchanged sentences
Warrants expired
−Removed: Warrants outstanding at January 31, 2026
+Added: ( 1,604,000 )
+Added: Warrants outstanding at April 30, 2026
The weighted average contractual term remaining
−Removed: for outstanding warrants was 2.38 years at January 31, 2026.
−Removed: Unrecognized Stock-Based Compensation Costs
−Removed: At January 31, 2026, we had no unrecognized stock-based
+Added: for outstanding warrants was 2.24 years at April 30, 2026.
+Added: Unrecognized Compensation Costs
+Added: At April 30, 2026, we had no unrecognized stock-based
compensation.
+Added: Extinguishment
+Added: of Accounts Payable
+Added: During the quarter ended April 30, 2026, a total
+Added: of $ 85,369 of accounts payable was forgiven by a total of five vendors.
+Added: Pursuant to ASC 405-20, Liabilities, Extinguishment of Liabilities,
+Added: this amount was recorded as Gain on extinguishment of accounts payable on our Condensed Consolidated Statements of Operations and Comprehensive
+Added: Income (Loss).
Mast Hill Equity Purchase Agreement
−Removed: Pursuant to an Equity Purchase Agreement (the “Agreement”)
−Removed: dated July 29, 2025, we have the right, but not the obligation, to deliver Put Notices to Mast Hill Fund L.P.
−Removed: to purchase Put Shares of
−Removed: our common stock totaling up to $25.0 million.
−Removed: During the six months ended January 31, 2026, no Put
−Removed: Notices were delivered to Mast Hill under the Agreement.
+Added: Pursuant to an Equity Purchase Agreement (the
+Added: “Agreement”) dated July 29, 2025, we have the right, but not the obligation, to deliver Put Notices to Mast Hill Fund L.P.
+Added: to purchase Put Shares of our common stock totaling up to $25.0 million.
+Added: During the nine months ended April 30, 2026, no
+Added: Put Notices were delivered to Mast Hill under the Agreement.
Mast Hill Conversion of Interest and Fees
On August 29, 2025, Mast Hill converted $ 80,618
−Removed: of accrued interest and $ 1,750
−Removed: in fees for a total of $ 82,368
−Removed: into 1,144,000
−Removed: shares of our common stock at a conversion price of $0.072 per share.
−Removed: Conversion of LGH Investments,
−Removed: LLC Convertible Note
+Added: of accrued interest and $ 1,750 in fees for a total of $ 82,368 into 1,144,000 shares of our common stock at a conversion price of $0.072
+Added: On March 25, 2026, Mast Hill converted $ 28,483
+Added: of accrued interest and $ 1,750 in fees for a total of $ 30,233 into 419,900 shares of our common stock at a conversion price of $0.072
+Added: On April 29, 2026, Mast Hill converted $ 43,494
+Added: of principal, $ 4,796 of accrued interest and $ 1,750 in fees for a total of $ 50,040 into 695,000 shares of our common stock at a conversion
+Added: price of $0.072 per share.
+Added: Conversion of LGH
+Added: Investments, LLC Convertible Note
On October 6, 2025, LGH converted $ 144,000
1 unchanged sentence
shares of our common stock at a conversion price of $0.072 per share.
−Removed: As of January 31, 2026, there was $ 891,000
−Removed: of principal and $ 294,723
−Removed: of accrued interest outstanding.
Mast Hill Securities
2 unchanged sentences
2025 SPA and related promissory note.
−Removed: Net Loss Per Share
−Removed: Basic and diluted net loss per share is computed by
−Removed: dividing net loss by the weighted-average number of common shares outstanding for the period.
−Removed: Potentially dilutive common stock and common
−Removed: stock equivalents, including stock options, restricted stock units and warrants are excluded from the diluted loss per share calculation as their inclusion would
−Removed: be antidilutive due to the net loss position.
−Removed: The following anti-dilutive securities were excluded
−Removed: from the calculations of diluted net loss per share:
+Added: Earnings Per Share
+Added: Basic earnings per share (“EPS”)
+Added: is computed based on the weighted average number of shares of common stock outstanding during the period.
+Added: Diluted EPS is computed based
+Added: on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period
+Added: using the treasury stock and if-converted method.
+Added: Dilutive potential common shares include outstanding stock options and stock awards.
+Added: Schedule of earning per share
+Added: Three Months Ended April 30,
+Added: Nine Months Ended April 30,
+Added: Net income (loss) attributable to common stockholders used for basic earnings (loss) per share
+Added: $ ( 251,743 )
+Added: $ ( 3,302,742 )
+Added: $ ( 1,490,775 )
+Added: Add back convertible debt interest
+Added: Add back convertible debt amortization
+Added: Net income (loss) attributable to common stockholders used for diluted earnings (loss) per share calculations
+Added: $ ( 251,743 )
+Added: $ ( 3,302,742 )
+Added: $ ( 1,490,775 )
+Added: Weighted average outstanding shares of common stock used for basic earnings (loss) per share
+Added: Dilutive effect of convertible debt
+Added: Dilutive effect of warrants
+Added: Common stock and common stock equivalents used for diluted earnings (loss) per share
+Added: Earnings (Loss) Per Share
+Added: The following
+Added: anti-dilutive securities were excluded from the calculations of diluted net loss per share:
Schedule of anti-dilutive securities
−Removed: Three Months Ended January 31,
−Removed: Six Months Ended January 31,
+Added: Three Months Ended April 30,
+Added: Nine Months Ended April 30,
Options to purchase common stock
7 unchanged sentences
Schedule of related party payables
−Removed: January 31, 2026
+Added: April 30, 2026
July 31, 2025
3 unchanged sentences
Christine Farrell, CFO
−Removed: See Note 5 for a discussion of $ 25,000
−Removed: Promissory Notes payable to each of our Chief Executive Officer, Chief Financial Officer, and two directors, for an aggregate principal
−Removed: amount of $100,000.
+Added: See Note 5 for a discussion of $ 25,000 Promissory
+Added: Notes payable to each of our Chief Executive Officer, Chief Financial Officer, and two directors, for an aggregate principal amount of
+Added: Subsequent Events
+Added: Termination of BreastCheck Agreement
+Added: On May 6, 2026, we received formal written notice
+Added: from NeuRX, advising us that NeuRX was in breach of its contractual obligations with Davion Healthcare Plc ("Davion”).
+Added: Specifically,
+Added: NeuRX failed to obtain Davion's required approval prior to sublicensing the BreastCheck product to us.
+Added: As a result, the notice stated
+Added: that the Agreement between us and NeuRX was immediately cancelled.
+Added: Termination of Australian Subsidiary
+Added: On May 20, 2026, we dissolved our Australian subsidiary, Odyssey Group
+Added: International Pty.
+Added: Amendments to Convertible Debt
+Added: On May 18, 2026, and effective April 30, 2026, we entered into Amendment
+Added: 12 to the Convertible Promissory Note with LGH Investments LLC, extending the maturity date for the full amount outstanding to September
+Added: 9, 2026, and effective April 30, 2026, we entered into Amendment No.
+Added: 7 to the 2022 SPA with Mast Hill Fund, L.P., extending
+Added: the maturity date for the full amount outstanding to October 31, 2026.
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.