Odyssey Group International (ODYY) 10-Q 14 Dec 22 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Oct. 31, 2022	Dec. 14, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Oct. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--07-31
Entity File Number	000-56196
Entity Registrant Name	Odyssey Health, Inc.
Entity Central Index Key	0001626644
Entity Tax Identification Number	47-1022125
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2300 West Sahara Avenue
Entity Address, Address Line Two	Suite 800 - #4012
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89102
City Area Code	(702)
Local Phone Number	780-6559
Title of 12(b) Security	Common Stock ($0.001 par value)
Trading Symbol	ODYY
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		75,594,154

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Oct. 31, 2022	Jul. 31, 2022
Current assets:
Cash	$ 50,499	$ 72,534
Research and development rebate due from Australian government	678,800	366,475
Prepaid expenses and other current assets	87,880	87,408
Total current assets	817,179	526,417
Intangible assets, net of accumulated amortization of $2,714 and $1,960	50,544	43,260
Total assets	867,723	569,677
Current liabilities:
Accounts payable	2,373,652	1,549,568
Accrued wages	1,009,975	896,700
Accrued interest	112,876	110,063
Asset purchase liability	1,125,026	1,125,026
Notes payable, officers and directors	125,000	125,000
Notes payable, net of unamortized beneficial conversion feature, debt discount and closing costs of $95,009 and $48,063	1,504,991	1,406,937
Total current liabilities	6,251,520	5,213,294
Commitments and contingencies (Note 4)
Stockholders' deficit:
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares issued or outstanding	0	0
Common stock, $0.001 par value, 500,000,000 shares authorized, 71,994,154 and 77,860,563 shares issued and outstanding	71,995	77,861
Additional paid-in-capital	50,871,742	49,456,476
Accumulated deficit	(56,327,534)	(54,177,954)
Total stockholders' deficit	(5,383,797)	(4,643,617)
Total liabilities and stockholders' deficit	$ 867,723	$ 569,677

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Oct. 31, 2022	Jul. 31, 2022
Statement of Financial Position [Abstract]
Accumulated amortization	$ 2,714	$ 1,960
Unamortized debt discount	$ 95,009	$ 48,063
Preferred Stock, Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	100,000,000	100,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares Issued	71,994,154	77,860,563
Common Stock, Shares Outstanding	71,994,154	77,860,563

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Income Statement [Abstract]
Research and development expense	$ 354,215	$ 322,504
General and administrative expense	1,723,589	1,106,884
Loss from operations	(2,077,804)	(1,429,388)
Interest expense	(71,302)	(216,886)
Other expense, net	(474)
Net loss	$ (2,149,580)	$ (1,646,274)
Basic net loss per share	$ (0.03)	$ (0.02)
Diluted net loss per share	$ (0.03)	$ (0.02)
Shares used for basic net loss per share	80,891,387	88,064,376
Shares used for diluted net loss per share	80,891,387	88,064,376

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Jul. 31, 2021	$ 87,192	$ 42,879,278	$ (45,733,823)	$ (2,767,353)
Beginning balance, shares at Jul. 31, 2021	87,191,168
Stock-based compensation		533,105		533,105
Common stock issued in debt financing	$ 200	17,518		17,718
Common stock issued in debt financing, shares	200,000
Common stock issued in equity financings	$ 3,974	863,061		867,035
Common stock issued in equity financing, shares	3,974,482
Return of reserved shares	$ (350)	350
Return of reserved shares, shares	(350,000)
Net loss			(1,646,274)	(1,646,274)
Ending balance, value at Oct. 31, 2021	$ 91,016	44,293,312	(47,380,097)	(2,995,769)
Ending balance, shares at Oct. 31, 2021	91,015,650
Beginning balance, value at Jul. 31, 2022	$ 77,861	49,456,476	(54,177,954)	(4,643,617)
Beginning balance, shares at Jul. 31, 2022	77,860,563
Stock-based compensation	$ 1,800	1,166,890		1,168,690
Stock-based compensation, shares	1,800,000
Common stock issued in debt financing
Common stock issued in equity financings	$ 1,134	239,576		240,710
Common stock issued in equity financing, shares	1,133,591
Return of reserved shares	$ (8,800)	8,800
Return of reserved shares, shares	(8,800,000)
Net loss			(2,149,580)	(2,149,580)
Ending balance, value at Oct. 31, 2022	$ 71,995	$ 50,871,742	$ (56,327,534)	$ (5,383,797)
Ending balance, shares at Oct. 31, 2022	71,994,154

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Cash flows from operating activities:
Net loss	$ (2,149,580)	$ (1,646,274)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Amortization	754	138
Stock-based compensation	1,168,690	533,105
Common stock issued for debt financing commitment shares	0	17,718
Amortization of beneficial conversion feature, debt discount and closing costs	68,054	166,940
Asset purchase liability	0	(1,936)
Changes in operating assets and liabilities:
Increase in prepaid expenses and other current assets	(472)	(142,653)
Increase in research and development rebate due	(312,325)	(264,209)
Increase in accounts payable	824,084	143,810
Increase (decrease) in accrued wages	113,275	(3,719)
Increase in accrued interest	2,813	31,870
Net cash used in operating activities	(284,707)	(1,165,210)
Cash flows from investing activities
Purchase of intellectual property	(8,038)	0
Net cash used in investing activities	(8,038)	0
Cash flows from financing activities:
Proceeds from notes payable	30,000	250,000
Principal payments made on notes payable	0	(37,269)
Proceeds from equity financing	240,710	867,035
Net cash provided by financing activities	270,710	1,079,766
Decrease in cash and cash equivalents	(22,035)	(85,444)
Cash and cash equivalents:
Beginning of period	72,534	556,584
End of period	50,499	471,140
Supplemental disclosure of non-cash information:
Increase in principal of notes payable	115,000	0
Shares returned to treasury	$ 8,800	$ 0

Basis of Presentation and Natur

Basis of Presentation and Nature of Operations	3 Months Ended
	Oct. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation and Nature of Operations	Note 1. Basis of Presentation and Nature of Operations Basis of Presentation The accompanying financial information of Odyssey Health, Inc, formerly known as Odyssey Group International, Inc. (“Odyssey”) and our wholly-owned subsidiary Odyssey Group International Australia, Pty Ltd, is unaudited and has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). All intercompany balances and transactions have been eliminated. However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of July 31, 2022 is derived from our 2022 Annual Report on Form 10-K. The financial statements included herein should be read in conjunction with the financial statements and the notes thereto included in our 2022 Annual Report on Form 10-K filed with the SEC on October 31, 2022. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. Significant Accounting Policies Our significant accounting policies have not changed during the three months ended October 31, 2022 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2022. Nature of Operations Our business model is to develop or acquire unique medical-related products, engage third parties to manufacture such products and then distribute the products through various distribution channels, including third parties. We are developing potentially life-saving technologies: the CardioMap® heart monitoring and screening device; the Save A Life choking rescue device, a unique neurosteroid drug compound intended to treat concussions, and a unique drug compound to treat rare brain disorders in partnership with Prevacus, Inc. To date, none of our product candidates have received regulatory clearance or approval for commercial sale. We plan to license, improve, and develop our products and identify and select distribution channels. We intend to establish agreements with distributors to get products to market quickly, as well as to undertake and engage in our own direct marketing efforts. We will determine the most effective method of distribution for each unique product that we include in our portfolio. We will engage third-party research and development firms who specialize in the creation of our products to assist us in the development of our own products, and we will apply for trademarks and patents once we have developed proprietary products. 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 in order to sell in the United States. Going Concern We did not recognize any revenues for the year ended July 31, 2022, or the three months ended October 31, 2022, and we had an accumulated deficit of $ 56,327,534 50,499 The operating deficit indicates substantial doubt about our ability to continue as a going concern. Our continued existence depends on the success of our efforts to raise additional capital necessary to meet our obligations as they come due and to obtain sufficient capital to execute our business plan. We may obtain capital primarily through issuances of debt or equity or entering into collaborative arrangements with corporate partners. There can be no assurance that we will be successful in completing additional financing or collaboration transactions or, if financing is available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we may be required to further scale down or perhaps even cease operations. The issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments. Our financial statements do not include adjustments that might result from the outcome of this uncertainty. If we are unable to raise additional capital by December 14, 2023, we will adjust our business plan. Due to the unknown and volatile nature of the stock price and trading volume of our common stock, is it is difficult to predict the timing and amount of availability pursuant to our equity line of credit with LPC. Given our recurring losses, negative cash flow, accumulated deficit and the impact of COVID-19, there is substantial doubt about our ability to continue as a going concern. Impact of COVID-19 As the COVID-19 pandemic continues to severely impact the U.S. and global economy, our business may be impacted in a variety of ways. Political, legal or regulatory actions as a result of the COVID-19 pandemic in jurisdictions where we may plan to manufacture, source or distribute products have created supply disruptions which could affect our plans, and may cause additional supply disruptions or shortages in the future. We cannot currently predict the frequency, duration or scope of these governmental actions and supply disruptions.

New Accounting Pronouncements

New Accounting Pronouncements	3 Months Ended
	Oct. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
New Accounting Pronouncements	Note 2. New Accounting Pronouncements ASU 2020-06 In August 2020, the FASB issued 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 have not yet determined the impact of adopting this standard on our financial position, results of operations or cash flows.

Intangible Assets

Intangible Assets	3 Months Ended
	Oct. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 3. Intangible Assets Intangible assets consisted of costs related to a patent for our concussion drug device combination. Amortization expense was as follows: Schedule of amortization expense Three Months Ended October 31, 2022 2021 Amortization expense $ 754 $ 138 Future amortization of intangible assets is as follows: Schedule of future amortization of intangible assets Remainder of fiscal 2023 $ 2,664 Fiscal 2024 3,550 Fiscal 2025 3,550 Fiscal 2026 3,550 Fiscal 2027 3,550 Thereafter 33,680 Total amortization expense $ 50,544

Fair Value

Fair Value	3 Months Ended
	Oct. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value	Note 4. Fair Value The fair value of financial assets and liabilities are determined utilizing a three-level framework as follows: Level 1 – Observable inputs, such as unadjusted quoted prices in active markets, for substantially identical assets and liabilities. Level 2 – 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. Level 3 – 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. Further, 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 three months ended October 31, 2022, or the year ended July 31, 2022. The carrying values of cash, prepaid expenses, accounts payable and accrued wages approximate their fair value due to their short maturities. No changes were made to our valuation techniques during the quarter ended October 31, 2022. Contingent Liabilities At October 31, 2022 and July 31, 2022, We also had contingent consideration at October 31, 2022 and July 31, 2022 related to milestones in our Asset Purchase Agreement with Prevacus, Inc. The fair value of the contingent consideration is reviewed quarterly and determined based on the current status of the project (Level 3). Based on these reviews, the fair value of the contingent consideration was determined to be zero at both periods as it is not yet probable that any of the milestones will be met. Fixed-Rate Debt We have fixed-rate debt that is reported on our consolidated balance sheets at carrying value less unamortized debt discount and closing costs. The fair value of our fixed-rate debt was calculated using a discounted cash flow methodology with estimated current interest rates based on similar risk profile and duration (Level 2). The carrying value, excluding unamortized debt discount and debt issuance costs, and the fair value of our fixed-rate long-term debt were as follows: Schedule of fixed-rate debt October 31, 2022 July 31, 2022 Carrying value $ 1,725,000 $ 1,580,000 Fair value $ 1,725,000 $ 1,580,000

Debt

Debt	3 Months Ended
	Oct. 31, 2022
Debt Disclosure [Abstract]
Debt	Note 5. Debt Promissory Note On September 21, 2022, we entered into a promissory note for $ 30,000 8 December 31, 2022 LGH Investments, LLC On September 29, 2022, we entered into Amendment No. 3 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH Investments, LLC. Pursuant to the Amendment, the parties have agreed to extend the maturity date of the note to December 31, 2022. As consideration, $ 115,000 Directors and Officers Promissory Note Amendments On September 30, 2022, we entered into five Promissory Note Amendments, to the Promissory Notes entered into December 21, 2021 and December 22, 2021 and as amended April 20, 2022, and June 3, 2022, with three directors and two officers. Pursuant to the Amendments, the parties have agreed to extend the maturity date of the Promissory Notes to December 31, 2022. All other terms and conditions remain the same. Notes Payable The following notes payable were outstanding: Schedule of Notes Payable October 31, 2022 July 31, 2022 Convertible note issued to LGH due December 31, 2022 with a flat interest rate of 8.0% of the original principal of $1,050,000 and convertible at $0.20 per share $ 1,295,000 $ 1,180,000 Promissory notes issued to officers and directors due December 31, 2022 with a fixed interest rate of 8.0% per annum (see Note 10) 125,000 125,000 Promissory note with an interest rate of 8% per annum due December 31, 2022 30,000 – Tysadco convertible promissory note payable due March 1, 2022 with a flat interest rate of 8.0% of the original principal of $250,000 and convertible at $0.30 per share 275,000 275,000 1,725,000 1,580,000 Unamortized debt discount and closing costs (95,009 ) (48,063 ) $ 1,629,991 $ 1,531,937

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Oct. 31, 2022
Equity [Abstract]
Stock-Based Compensation	Note 6. Stock-Based Compensation 2021 Omnibus Stock Incentive Plan At October 31, 2022, 20,000,000 10,155,000 Stock Options Stock option activity during the quarter ended October 31, 2022 was as follows: Schedule of stock option activity Number of Options Weighted Average Exercise Price Options outstanding at July 31, 2022 6,645,000 $ 0.46 Options granted 3,250,000 0.29 Options expired or cancelled (50,000 ) 0.50 Options outstanding at October 31, 2022 9,845,000 0.40 Criteria used for determining the Black-Scholes value of options granted were as follows: Schedule of assumptions October 31, 2022 Expected stock price volatility 148 151 Risk free interest rate 2.97 4.25 Expected life of options (years) 5.0 10.0 Expected dividend yield – Restricted Stock Units (“RSUs”) RSU activity during the quarter ended October 31, 2022 was as follows: Schedule of RSU activity RSUs outstanding at July 31, 2022 2,189,695 RSUs vested (526,680 ) RSUs outstanding at October 31, 2022 1,663,015 Warrants There was no Unrecognized Compensation Costs At October 31, 2022, we had unrecognized stock-based compensation of $ 1,826,450 1.2

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Oct. 31, 2022
Earnings Per Share [Abstract]
Net Loss Per Share	Note 7. Net Loss Per Share Basic and diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Potentially dilutive common stock and common stock equivalents, including stock options, RSUs and warrants are excluded as they would be antidilutive. The following anti-dilutive securities were excluded from the calculations of diluted net loss per share: Schedule of anti-dilutive shares Three Months Ended October 31, 2022 2021 Options to purchase common stock 9,845,000 300,000 Shares issuable upon conversion of convertible notes and related accrued interest 7,878,333 2,034,000 Warrants to purchase common stock 7,558,607 5,745,666 Restricted stock units 1,663,015 902,083 Total potentially dilutive securities 26,944,955 8,981,749

Research and Development Rebate

Research and Development Rebate	3 Months Ended
	Oct. 31, 2022
Research and Development [Abstract]
Research and Development Rebate	Note 8. Research and Development Rebate In the first quarter of fiscal 2023, we incurred $ 663,436 322,671

Common Stock

Common Stock	3 Months Ended
	Oct. 31, 2022
Equity [Abstract]
Common Stock	Note 9. Common Stock Common Stock for Services In September and October 2022, in connection with entering into consulting agreements, we issued consultants 1,800,000 0.22 388,800 Returned Shares In September and October 2022, two shareholders returned at total of 8,800,000 8,800 Lincoln Park Lincoln Park Capital Fund, LLC (“LPC”) purchased 1,133,591 0.21 240,710 7,989,024

Related Party Transactions

Related Party Transactions	3 Months Ended
	Oct. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 10. Related Party Transactions Due to Officers The following amounts were due to officers for reimbursement of expenses and were included in accounts payable within the accompanying consolidated balance sheets: Schedule of related party payables October 31, 2022 July 31, 2022 Joseph M. Redmond, CEO $ 27,200 $ 2,642 Christine Farrell, CFO 1,961 745 $ 29,161 $ 3,387 The amount of unpaid salary and bonus due to our officers was included in accrued wages within the accompanying consolidated balance sheets and was as follows: Schedule of accrued wages October 31, 2022 July 31, 2022 Joseph M. Redmond, CEO $ 759,846 $ 696,154 Christine Farrell, CFO 160,002 124,617 $ 919,848 $ 820,771 Promissory Notes In December 2021, we entered into a total of five promissory notes with three of our directors and two officers. Mr. Joseph Michael Redmond, President and Chief Executive Officer, Ms. Christine M. Farrell, Chief Financial Officer, Mr. Jerome H. Casey, Director, Mr. John P. Gandolfo, Director, and Mr. Ricky W. Richardson, Director, each loaned us $ 25,000 125,000 8 December 31, 2022

Subsequent Events

Subsequent Events	3 Months Ended
	Oct. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 11. Subsequent Events Hiring of Executive Officers of Subsidiary Odyssey NeuroPharma, Inc. On November 1, 2022, Odyssey NeuroPharma, Inc., a wholly-owned subsidiary of Odyssey Health, Inc. entered into employment agreements with Mr. Erik Emerson and Mr. Gregory Gironda (the “Executives”). The Executives entered into employment agreements for a one year term as Chief Commercial Officer and Chief Operations Officer, respectively. During the employment term, and subject to raising funds, we will pay the Executives a minimum annual base salary of $125,000, which will not begin to be payable until such time that we have raised a cumulative of $5,000,000 in funding. Each Executive was granted 600,000 shares of our common stock, with vesting based upon milestones. LPC Draws Subsequent to October 31, 2022 and through December 14, 2022, we sold an additional 1,100,000 shares of our common stock to LPC for total proceeds $200,320. As of December 14, 2022, LPC had purchased a total of 5,982,518 shares of our common stock for total proceeds of $2,461,296 and the remaining purchase availability was $7,788,704 and the remaining shares available were 13,288,846. LGH Note Payable Conversion On November 10, 2022, LGH provided notice to convert $300,000 of their outstanding convertible note into 1,500,000 shares of our common stock at $0.20 per share. Subsequent to the conversion, $995,000 remained outstanding on the convertible note. Research and Development Rebate On November 18, 2022, we received a research and development rebate from the government of Australia in the amount of $313,709 for clinical work performed in Australia related to our Phase I human clinical trial during the fiscal year ended July 31, 2022. On December 8, 2022, we received a goods and service tax refund, which was accrued as part of our research and development rebate due from the Australian government, in the amount of $82,705 related to our Phase I human clinical trial during July, August and September 2022. Prevacus Option Agreement On November 21, 2022, we entered into an Option to Purchase Intellectual Property Agreement (the “Option Agreement”) with Prevacus, Inc. Subject to the terms and conditions of the Option Agreement, Prevacus granted us the right to purchase 100% of the intellectual assets at any time within 180 days of the effective date. We have 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 PRV-001 and one Enantiomer. If we choose to exercise the option on either of the assets, we will complete the purchase within 90 days of exercising the option. 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 will be expensed as a component research and development expense in the quarter ending January 31, 2023. Mast Hill Fund L.P. On December 13, 2022, we entered into a Securities Purchase Agreement (the “SPA”) with Mast Hill Fund, L.P. (“Mast Hill”). Pursuant to the SPA, we sold Mast Hill (i) an $870,000 face value, one-year, 10% per annum Promissory Note convertible into shares of our common stock at $0.12 per share, (ii) a five-year share purchase warrant entitling Mast Hill to acquire 2,000,000 shares of our common stock at $0.20 per share (the “Warrant”), and (iii) a five-year warrant for 4,000,000 shares of our common stock at $0.20 per share issuable in the event of default. Net proceeds after original discount, fees and expenses, was $723,868.

Intangible Assets (Tables)

Intangible Assets (Tables)	3 Months Ended
	Oct. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of amortization expense	Schedule of amortization expense Three Months Ended October 31, 2022 2021 Amortization expense $ 754 $ 138
Schedule of future amortization of intangible assets	Schedule of future amortization of intangible assets Remainder of fiscal 2023 $ 2,664 Fiscal 2024 3,550 Fiscal 2025 3,550 Fiscal 2026 3,550 Fiscal 2027 3,550 Thereafter 33,680 Total amortization expense $ 50,544

Fair Value (Tables)

Fair Value (Tables)	3 Months Ended
	Oct. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of fixed-rate debt	Schedule of fixed-rate debt October 31, 2022 July 31, 2022 Carrying value $ 1,725,000 $ 1,580,000 Fair value $ 1,725,000 $ 1,580,000

Debt (Tables)

Debt (Tables)	3 Months Ended
	Oct. 31, 2022
Debt Disclosure [Abstract]
Schedule of Notes Payable	Schedule of Notes Payable October 31, 2022 July 31, 2022 Convertible note issued to LGH due December 31, 2022 with a flat interest rate of 8.0% of the original principal of $1,050,000 and convertible at $0.20 per share $ 1,295,000 $ 1,180,000 Promissory notes issued to officers and directors due December 31, 2022 with a fixed interest rate of 8.0% per annum (see Note 10) 125,000 125,000 Promissory note with an interest rate of 8% per annum due December 31, 2022 30,000 – Tysadco convertible promissory note payable due March 1, 2022 with a flat interest rate of 8.0% of the original principal of $250,000 and convertible at $0.30 per share 275,000 275,000 1,725,000 1,580,000 Unamortized debt discount and closing costs (95,009 ) (48,063 ) $ 1,629,991 $ 1,531,937

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Oct. 31, 2022
Equity [Abstract]
Schedule of stock option activity	Schedule of stock option activity Number of Options Weighted Average Exercise Price Options outstanding at July 31, 2022 6,645,000 $ 0.46 Options granted 3,250,000 0.29 Options expired or cancelled (50,000 ) 0.50 Options outstanding at October 31, 2022 9,845,000 0.40
Schedule of assumptions	Schedule of assumptions October 31, 2022 Expected stock price volatility 148 151 Risk free interest rate 2.97 4.25 Expected life of options (years) 5.0 10.0 Expected dividend yield –
Schedule of RSU activity	Schedule of RSU activity RSUs outstanding at July 31, 2022 2,189,695 RSUs vested (526,680 ) RSUs outstanding at October 31, 2022 1,663,015

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Oct. 31, 2022
Earnings Per Share [Abstract]
Schedule of anti-dilutive shares	Schedule of anti-dilutive shares Three Months Ended October 31, 2022 2021 Options to purchase common stock 9,845,000 300,000 Shares issuable upon conversion of convertible notes and related accrued interest 7,878,333 2,034,000 Warrants to purchase common stock 7,558,607 5,745,666 Restricted stock units 1,663,015 902,083 Total potentially dilutive securities 26,944,955 8,981,749

Related Party Transactions (Tab

Related Party Transactions (Tables)	3 Months Ended
	Oct. 31, 2022
Related Party Transactions [Abstract]
Schedule of related party payables	Schedule of related party payables October 31, 2022 July 31, 2022 Joseph M. Redmond, CEO $ 27,200 $ 2,642 Christine Farrell, CFO 1,961 745 $ 29,161 $ 3,387
Schedule of accrued wages	Schedule of accrued wages October 31, 2022 July 31, 2022 Joseph M. Redmond, CEO $ 759,846 $ 696,154 Christine Farrell, CFO 160,002 124,617 $ 919,848 $ 820,771

Basis of Presentation and Nat_2

Basis of Presentation and Nature of Operations (Details Narrative) - USD ($)	Oct. 31, 2022	Jul. 31, 2022
Accounting Policies [Abstract]
Accumulated deficit	$ 56,327,534	$ 54,177,954
Cash and cash equivalents	$ 50,499

Intangible Assets (Details)

Intangible Assets (Details) - USD ($)	3 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 754	$ 138

Intangible Assets (Details 1)

Intangible Assets (Details 1) - USD ($)	Oct. 31, 2022	Jul. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of fiscal 2023	$ 2,664
Fiscal 2024	3,550
Fiscal 2025	3,550
Fiscal 2026	3,550
Fiscal 2027	3,550
Thereafter	33,680
Total amortization expense	$ 50,544	$ 43,260

Fair Value (Details)

Fair Value (Details) - USD ($)	Oct. 31, 2022	Jul. 31, 2022
Fair Value Disclosures [Abstract]
Carrying value	$ 1,725,000	$ 1,580,000
Fair value	$ 1,725,000	$ 1,580,000

Debt (Details)

Debt (Details) - USD ($)	Oct. 31, 2022	Jul. 31, 2022
Debt Instrument [Line Items]
Notes Payable	$ 1,725,000	$ 1,580,000
Unamortized debt discount and closing costs	(95,009)	(48,063)
Notes Payable current	1,629,991	1,531,937
Convertible Notes [Member] | L G H [Member]
Debt Instrument [Line Items]
Notes Payable	1,295,000	1,180,000
Promissory Notes [Member]
Debt Instrument [Line Items]
Notes Payable	125,000	125,000
Promissory Notes 1 [Member]
Debt Instrument [Line Items]
Notes Payable	30,000	0
Notes [Member] | Tysadco [Member]
Debt Instrument [Line Items]
Notes Payable	$ 275,000	$ 275,000

Debt (Details Narrative)

Debt (Details Narrative) - USD ($)	1 Months Ended
	Sep. 21, 2022	Sep. 29, 2022
Promissory Note [Member] | Consultant [Member]
Debt Instrument [Line Items]
Principal amount	$ 30,000
Interest rate	8%
Due date	Dec. 31, 2022
Convertible Promissory Note [Member] | L G H Investments L L C [Member] | Securities Purchase Agreement [Member]
Debt Instrument [Line Items]
Principal amount		$ 115,000

Stock-Based Compensation (Detai

Stock-Based Compensation (Details - Stock Option Activity)	3 Months Ended
	Oct. 31, 2022 $ / shares shares
Equity [Abstract]
Options outstanding at beginning | shares	6,645,000
Options outstanding at beginning	$ 0.46
Options granted	3,250,000
Options granted	$ 0.29
Options expired or cancelled | shares	(50,000)
Options expired or cancelled	$ 0.50
Options outstanding at end | shares	9,845,000
Options outstanding at end	$ 0.40

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details - Assumptions) - Equity Option [Member]	3 Months Ended
	Oct. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield	0%
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected stock price volatility	148%
Risk free interest rate	2.97%
Expected life of options (years)	5 years
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected stock price volatility	151%
Risk free interest rate	4.25%
Expected life of options (years)	10 years

Stock-Based Compensation (Det_3

Stock-Based Compensation (Details - Warrant Activity - Restricted Stock Units (RSUs) [Member]	3 Months Ended
	Oct. 31, 2022 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
RSUs outstanding, beginning balance	2,189,695
RSUs vested	(526,680)
RSUs outstanding, ending balance	1,663,015

Stock-Based Compensation (Det_4

Stock-Based Compensation (Details Narrative)	3 Months Ended
	Oct. 31, 2022 USD ($) shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized stock-based compensation | $	$ 1,826,450
Weighted average remaining vesting period	1 year 2 months 12 days
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warant activity	0
Omnibus Stock Incentive Plan 2021 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares reserved	20,000,000
Shares available for grant	10,155,000

Net Loss Per Share (Details - A

Net Loss Per Share (Details - Antidilutive shares) - shares	3 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	26,944,955	8,981,749
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	9,845,000	300,000
Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	7,878,333	2,034,000
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	7,558,607	5,745,666
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	1,663,015	902,083

Research and Development Reba_2

Research and Development Rebate (Details Narrative)	3 Months Ended
	Oct. 31, 2022 USD ($)
Research and Development [Abstract]
Research and development	$ 663,436
Research and development expense	$ 322,671

Common Stock (Details Narrative

Common Stock (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Sep. 30, 2022	Oct. 31, 2022	Oct. 31, 2021
Class of Stock [Line Items]
General and Administrative Expense		$ 1,723,589	$ 1,106,884
Lincoln Park Capital Fund L L C [Member] | L P C Purchase Agreement [Member]
Class of Stock [Line Items]
Share price		$ 0.21
Number of shares purchased		1,133,591
Number of shares purchased, value		$ 240,710
Number of shares remaining purchase availability		7,989,024
Common Stock [Member] | Two Shareholders [Member]
Class of Stock [Line Items]
Number of shares returned	8,800,000	8,800,000
Number of shares returned, value	$ 8,800	$ 8,800
Consulting Services Agreements [Member] | Consultant [Member]
Class of Stock [Line Items]
General and Administrative Expense		$ 388,800
Restricted Stock [Member]
Class of Stock [Line Items]
Number of shares issued	1,800,000	1,800,000
Share price	$ 0.22	$ 0.22

Related Party Transactions (Det

Related Party Transactions (Details - Due to officers) - USD ($)	Oct. 31, 2022	Jul. 31, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Due to related party	$ 29,161	$ 3,387
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Due to related party	27,200	2,642
Chief Financial Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Due to related party	$ 1,961	$ 745

Related Party Transactions (D_2

Related Party Transactions (Details - Accrued Compensation) - USD ($)	Oct. 31, 2022	Jul. 31, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Salary and bonus payable	$ 919,848	$ 820,771
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Salary and bonus payable	759,846	696,154
Chief Financial Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Salary and bonus payable	$ 160,002	$ 124,617

Related Party Transactions (D_3

Related Party Transactions (Details Narrative)	3 Months Ended
	Oct. 31, 2022 USD ($)
Promissory Notes [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Interest rate	800%
Due date	Dec. 31, 2022
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Loan	$ 25,000
Proceed from loan	125,000
Chief Financial Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Loan	25,000
Proceed from loan	125,000
Director [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Loan	25,000
Proceed from loan	125,000
Director 1 [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Loan	25,000
Proceed from loan	125,000
Director 2 [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Loan	25,000
Proceed from loan	$ 125,000