Cover
Cover - shares | 6 Months Ended | |
Jan. 31, 2023 | Mar. 17, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jan. 31, 2023 | |
Document Fiscal Period Focus | Q2 | |
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 ($0.001 par value) | |
Trading Symbol | ODYY | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 77,407,879 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jan. 31, 2023 | Jul. 31, 2022 |
Current assets: | ||
Cash | $ 35,792 | $ 72,534 |
Research and development rebate due from Australian government | 282,978 | 366,475 |
Prepaid expenses and other current assets | 94,887 | 87,408 |
Total current assets | 413,657 | 526,417 |
Intangible assets, net of accumulated amortization of $3,468 and $1,960 | 49,790 | 43,260 |
Total assets | 463,447 | 569,677 |
Current liabilities: | ||
Accounts payable | 1,714,020 | 1,549,568 |
Accrued wages | 1,025,183 | 896,700 |
Accrued interest | 127,650 | 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 $471,651 and $48,063 | 1,713,349 | 1,406,937 |
Total current liabilities | 5,830,228 | 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, 75,807,879 and 77,860,563 shares issued and outstanding | 75,808 | 77,861 |
Additional paid-in-capital | 52,556,673 | 49,456,476 |
Accumulated deficit | (57,999,262) | (54,177,954) |
Total stockholders' deficit | (5,366,781) | (4,643,617) |
Total liabilities and stockholders' deficit | $ 463,447 | $ 569,677 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Jan. 31, 2023 | Jul. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accumulated amortization | $ 3,468 | $ 1,960 |
Unamortized debt discount | $ 471,651 | $ 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 | 75,807,879 | 77,860,563 |
Common Stock, Shares Outstanding | 75,807,879 | 77,860,563 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | |
Income Statement [Abstract] | ||||
In-process research and development expense | $ 170,000 | $ 0 | $ 170,000 | $ 0 |
Research and development expense | 3,889 | 460,723 | 358,104 | 783,227 |
General and administrative expense | 1,312,603 | 1,515,241 | 3,036,192 | 2,622,126 |
Loss from operations | (1,486,492) | (1,975,964) | (3,564,296) | (3,405,353) |
Interest expense | (194,191) | (208,767) | (265,493) | (425,709) |
Other income, net | 8,955 | 492,018 | 8,481 | 492,075 |
Net loss and comprehensive loss | $ (1,671,728) | $ (1,692,713) | $ (3,821,308) | $ (3,338,987) |
Basic net loss per share | $ (0.02) | $ (0.02) | $ (0.05) | $ (0.04) |
Diluted net loss per share | $ (0.02) | $ (0.02) | $ (0.05) | $ (0.04) |
Shares used for basic net loss per share | 81,784,549 | 91,615,244 | 81,616,937 | 91,323,476 |
Shares used for diluted net loss per share | 81,784,549 | 91,615,244 | 81,616,937 | 91,323,476 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
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 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 | 0 | 0 |
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 | |||
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 | |||
Common stock issued in option purchase agreement | 170,000 | |||
Net loss | (3,821,308) | |||
Ending balance, value at Jan. 31, 2023 | $ 75,808 | 52,556,673 | (57,999,262) | (5,366,781) |
Ending balance, shares at Jan. 31, 2023 | 75,807,879 | |||
Beginning balance, value at Oct. 31, 2022 | $ 71,995 | 50,871,742 | (56,327,534) | (5,383,797) |
Beginning balance, shares at Oct. 31, 2022 | 71,994,154 | |||
Stock-based compensation | 659,846 | 659,846 | ||
Common stock issued in debt financing | $ 213 | 13,230 | 13,443 | |
Common stock issued in debt financing, shares | 213,725 | |||
Warrants issued in debt financing | 345,135 | 345,135 | ||
Common stock issued in equity financings | $ 1,100 | 199,220 | 200,320 | |
Common stock issued in equity financing, shares | 1,100,000 | |||
Common stock issued in conversion of debt | $ 1,500 | 298,500 | 300,000 | |
Common stock issued in conversion of debt, shares | 1,500,000 | |||
Common stock issued in option purchase agreement | $ 1,000 | 169,000 | 170,000 | |
Common stock issued in option purchase agreement, shares | 1,000,000 | |||
Net loss | (1,671,728) | (1,671,728) | ||
Ending balance, value at Jan. 31, 2023 | $ 75,808 | $ 52,556,673 | $ (57,999,262) | $ (5,366,781) |
Ending balance, shares at Jan. 31, 2023 | 75,807,879 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (3,821,308) | $ (3,338,987) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Amortization | 1,508 | 728 |
Stock-based compensation | 1,828,536 | 1,044,415 |
Common stock issued for debt financing | 0 | 17,718 |
Amortization of beneficial conversion feature, debt discount and closing costs | 246,122 | 339,343 |
In-process research and development | 170,000 | 0 |
Asset purchase liability | 0 | (1,936) |
Changes in operating assets and liabilities: | ||
Increase in prepaid expenses and other current assets | (7,479) | (104,437) |
Decrease research and development rebate due from Australian government | 83,497 | 0 |
Increase (decrease) in accounts payable | 164,452 | (69,897) |
Increase in accrued wages | 128,483 | 460,025 |
Increase in accrued interest | 17,587 | 68,235 |
Net cash used in operating activities | (1,188,602) | (1,584,793) |
Cash flows from investing activities: | ||
Purchase of patents | (8,038) | (45,220) |
Net cash used in investing activities | (8,038) | (45,220) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 830,400 | 375,000 |
Principal payments made on notes payable | (35,000) | (37,269) |
Financing closing costs paid with cash | (76,532) | 0 |
Proceeds from equity financing | 441,030 | 867,035 |
Net cash provided by financing activities | 1,159,898 | 1,204,766 |
Decrease in cash | (36,742) | (425,247) |
Cash: | ||
Beginning of period | 72,534 | 556,584 |
End of period | 35,792 | 131,337 |
Supplemental disclosure of cash and non-cash information: | ||
Cash paid for interest | 0 | 954 |
Common stock issued in conversion of debt | 300,000 | 0 |
Increase in principal of notes payable | 165,000 | 0 |
Shares returned to treasury | 8,800 | 0 |
Original issue discount on debt | 69,600 | 0 |
Stock issued in exchange for closing costs | 13,443 | 0 |
Warrants issued in connection with debt financing | 345,135 | 0 |
Common stock issued in option purchase agreement | $ 170,000 |
Basis of Presentation, Nature o
Basis of Presentation, Nature of Operations and Going Concern | 6 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Nature of Operations and Going Concern | Note 1. Basis of Presentation, Nature of Operations and Going Concern 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 unless otherwise noted, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of July 31, 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 six months ended January 31, 2023, 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 has 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 six months ended January 31, 2023, and we had an accumulated deficit of $ 57,999,262 35,792 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 March 17, 2024, 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 Lincoln Park Capital Fund, LLC (“LPC”). Given our recurring losses, negative cash flow, and accumulated deficit, there is substantial doubt about our ability to continue as a going concern. |
New Accounting Pronouncement
New Accounting Pronouncement | 6 Months Ended |
Jan. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncement | Note 2. New Accounting Pronouncement 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 | 6 Months Ended |
Jan. 31, 2023 | |
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 January 31, Six Months Ended January 31, 2023 2022 2023 2022 Amortization expense $ 754 $ 452 $ 1,508 $ 452 Future amortization of intangible assets is as follows: Schedule of future amortization of intangible assets Remainder of fiscal 2023 $ 1,910 Fiscal 2024 3,550 Fiscal 2025 3,550 Fiscal 2026 3,550 Fiscal 2027 3,550 Thereafter 33,680 Total amortization expense $ 49,790 |
Fair Value
Fair Value | 6 Months Ended |
Jan. 31, 2023 | |
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 six months ended January 31, 2023, 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 January 31, 2023. Contingent Liabilities At January 31, 2023 and July 31, 2022, We also had contingent consideration at January 31, 2023 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 both 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 accompanying 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 January 31, 2023 July 31, 2022 Carrying value $ 2,310,000 $ 1,580,000 Fair value $ 2,310,000 $ 1,580,000 |
Debt
Debt | 6 Months Ended |
Jan. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 5. Debt Promissory Note On September 21, 2022, we entered into a promissory note for $ 30,000 8 On December 30, 2022, this promissory note was amended to extend the maturity date to January 31, 2023. On January 31, 2023, the note was extended to June 30, 2023. As consideration, the consultant was granted a five-year stock option for 50,000 LGH Investments, LLC On September 29, 2022, we entered into Amendment No. 3 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH Investments, LLC (“LGH”). Pursuant to the Amendment No. 3, the maturity date of the note was extended to December 31, 2022. As consideration, $ 115,000 On November 10, 2022, LGH provided notice to convert $ 300,000 1,500,000 On December 29, 2022, we entered into Amendment No. 4 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH. Pursuant to the Amendment No. 4, the maturity date of the note was extended to March 31, 2023 35,000 50,000 1,010,000 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. On December 30, 2022, the Promissory Notes were again amended to extend the maturity date to March 31, 2023. All other terms and conditions remain the same. 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 10 0.12 2,000,000 4,000,000 723,868 Notes Payable The following notes payable were outstanding: Schedule of Notes Payable January 31, 2023 July 31, 2022 Convertible note issued to LGH due March 31, 2023 with a flat interest rate of 8.0% of the original principal of $1,050,000 and convertible at $0.20 per share $ 1,010,000 $ 1,180,000 Promissory notes issued to officers and directors due March 31, 2023 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 June 31, 2023 30,000 – Tysadco convertible promissory note payable due December 31, 2023 with a flat interest rate of 8.0% of the original principal of $250,000 and convertible at $0.30 per share (see Note 11) 275,000 275,000 Mast Hill convertible promissory note due December 13, 2023 with a fixed interest rate of 10% per annum and convertible at $0.12 per share 870,000 – 2,310,000 1,580,000 Unamortized debt discount and closing costs (471,651 ) (48,063 ) $ 1,838,349 $ 1,531,937 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jan. 31, 2023 | |
Equity [Abstract] | |
Stock-Based Compensation | Note 6. Stock-Based Compensation 2021 Omnibus Stock Incentive Plan At January 31, 2023, 20,000,000 1,005,000 Stock Options Stock option activity during the six months ended January 31, 2023 was as follows: Schedule of stock option activity Number of Weighted Average Options Exercise Price Options outstanding at July 31, 2022 6,645,000 $ 0.46 Options granted 4,750,000 0.27 Options expired or cancelled (1,275,000 ) 0.39 Options outstanding at January 31, 2023 10,120,000 $ 0.38 Criteria used for determining the Black-Scholes value of options granted during the six months ended January 31, 2023 were as follows: Schedule of assumptions Expected stock price volatility 146 151 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 six months ended January 31, 2023 was as follows: Schedule of RSU activity RSUs outstanding at July 31, 2022 2,189,695 RSU issued 2,800,000 RSUs vested (167,473 ) RSUs forfeited (1,000,000 ) RSUs outstanding at January 31, 2023 3,822,222 Warrants Warrant activity during the six months ended January 31, 2023 was as follows: Schedule of warrant activity Number of Warrants Weighted Average Exercise Price Warrants outstanding at July 31, 2022 7,558,607 $ 0.69 Warrants issued 6,000,000 0.20 Warrants outstanding at January 31, 2023 13,558,607 $ 0.47 Unrecognized Compensation Costs At January 31, 2023, we had unrecognized stock-based compensation of $ 1,971,976 0.9 |
Research and Development Rebate
Research and Development Rebate | 6 Months Ended |
Jan. 31, 2023 | |
Research and Development [Abstract] | |
Research and Development Rebate | Note 7. Research and Development Rebate We incurred expenses related to our Phase I clinical trial of our concussion drug device combination that are eligible for the Australian research and development rebate which were recorded as an offset to research and development expense as follows: Schedule of research and development expense Three Months Ended January 31, Six Months Ended January 31, 2023 2022 2023 2022 Research and development expense offset $ 592 $ 6,219 $ 323,263 $ 214,120 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jan. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 8. 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 Six Months Ended January 31, 2023 2022 Options to purchase common stock 10,120,000 1,250,000 Shares issuable upon conversion of convertible notes and related accrued interest 14,428,333 2,034,000 Warrants to purchase common stock 13,558,607 5,745,666 Restricted stock units 3,822,222 4,305,556 Total potentially dilutive securities 41,929,162 13,335,222 |
Common Stock
Common Stock | 6 Months Ended |
Jan. 31, 2023 | |
Equity [Abstract] | |
Common Stock | Note 9. Common Stock Reverse Split At our annual stockholder meeting held on January 12, 2023, the stockholders approved the proposal that granted the Board discretionary authority to amend our Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of our common stock in a range of not less than two shares and not more than 200 shares at any time on or before December 31, 2023. As determined by our Board, such stock split could be effected at a time and choosing of the Board. The amendment did not change the number of authorized shares of common stock or preferred stock or the relative voting power of our stockholders. The number of authorized shares will not be reduced. The number of authorized but unissued shares of our common stock will materially increase and will be available for re-issuance. We reserve the right not to effect any reverse stock split if the Board does not deem it to be in the best interests of our stockholders and the Board's decision as to whether and when to effect the reverse stock split will be based on a number of factors, including prevailing market conditions, existing and expected trading prices for our common stock, actual or forecasted results of operations, and the likely effect of such results on the market price of our common stock. Common Stock for Services In September and October 2022, in connection with entering into consulting agreements, we issued consultants 1,800,000 388,800 Returned Shares In September and October 2022, two shareholders returned at total of 8,800,000 8,800 Lincoln Park LPC purchased 2,233,591 441,030 7,788,704 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 0.17 170,000 2,000,000 1,000,000 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jan. 31, 2023 | |
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 January 31, 2023 July 31, 2022 Joseph M. Redmond, CEO $ 84 $ 2,642 Christine Farrell, CFO 696 745 $ 780 $ 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 January 31, 2023 July 31, 2022 Joseph M. Redmond, CEO $ 778,123 $ 696,154 Christine Farrell, CFO 170,156 124,617 $ 948,279 $ 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 March 31, 2023 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jan. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events Subsequent to January 31, 2023 and through March 17, 2023, we sold an additional 1,100,000 shares of our common stock to LPC for total proceeds of $115,270. As of March 17, 2023, LPC had purchased a total of 7,082,518 shares of our common stock for total proceeds of $2,576,566 and the remaining purchase availability was $7,673,433 and the remaining shares available were 12,188,846. Pursuant to our agreement with Mast Hill, we are required to notify Mast Hill of any draws on the LPC equity line of credit and at their request remit 30% of the proceeds. As of March 17, 2023, we have accrued $34,581. On March 14, 2023, we entered into a Second Amendment to the Convertible Promissory Note (the “Second Amendment”) to the Securities Purchase Agreement dated August 29, 2021, with Tysadco. Pursuant to the Second Amendment, the parties agreed to extend the maturity date of the note to December 31, 2023. As consideration, the conversion price was amended to $0.20 per share from $0.30 per share and, upon execution, we converted $100,000 of the note into 500,000 shares of our Common Stock. Subsequent to this conversion, $175,000 remained outstanding on the note. In addition, Tysadco assigned this note to ClearThink Capital Partners LLC. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jan. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of amortization expense | Schedule of amortization expense Three Months Ended January 31, Six Months Ended January 31, 2023 2022 2023 2022 Amortization expense $ 754 $ 452 $ 1,508 $ 452 |
Schedule of future amortization of intangible assets | Schedule of future amortization of intangible assets Remainder of fiscal 2023 $ 1,910 Fiscal 2024 3,550 Fiscal 2025 3,550 Fiscal 2026 3,550 Fiscal 2027 3,550 Thereafter 33,680 Total amortization expense $ 49,790 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jan. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of fixed-rate debt | Schedule of fixed-rate debt January 31, 2023 July 31, 2022 Carrying value $ 2,310,000 $ 1,580,000 Fair value $ 2,310,000 $ 1,580,000 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jan. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Schedule of Notes Payable January 31, 2023 July 31, 2022 Convertible note issued to LGH due March 31, 2023 with a flat interest rate of 8.0% of the original principal of $1,050,000 and convertible at $0.20 per share $ 1,010,000 $ 1,180,000 Promissory notes issued to officers and directors due March 31, 2023 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 June 31, 2023 30,000 – Tysadco convertible promissory note payable due December 31, 2023 with a flat interest rate of 8.0% of the original principal of $250,000 and convertible at $0.30 per share (see Note 11) 275,000 275,000 Mast Hill convertible promissory note due December 13, 2023 with a fixed interest rate of 10% per annum and convertible at $0.12 per share 870,000 – 2,310,000 1,580,000 Unamortized debt discount and closing costs (471,651 ) (48,063 ) $ 1,838,349 $ 1,531,937 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jan. 31, 2023 | |
Equity [Abstract] | |
Schedule of stock option activity | Schedule of stock option activity Number of Weighted Average Options Exercise Price Options outstanding at July 31, 2022 6,645,000 $ 0.46 Options granted 4,750,000 0.27 Options expired or cancelled (1,275,000 ) 0.39 Options outstanding at January 31, 2023 10,120,000 $ 0.38 |
Schedule of assumptions | Schedule of assumptions Expected stock price volatility 146 151 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 RSU issued 2,800,000 RSUs vested (167,473 ) RSUs forfeited (1,000,000 ) RSUs outstanding at January 31, 2023 3,822,222 |
Schedule of warrant activity | Schedule of warrant activity Number of Warrants Weighted Average Exercise Price Warrants outstanding at July 31, 2022 7,558,607 $ 0.69 Warrants issued 6,000,000 0.20 Warrants outstanding at January 31, 2023 13,558,607 $ 0.47 |
Research and Development Reba_2
Research and Development Rebate (Tables) | 6 Months Ended |
Jan. 31, 2023 | |
Research and Development [Abstract] | |
Schedule of research and development expense | Schedule of research and development expense Three Months Ended January 31, Six Months Ended January 31, 2023 2022 2023 2022 Research and development expense offset $ 592 $ 6,219 $ 323,263 $ 214,120 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jan. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of anti-dilutive shares | Schedule of anti-dilutive shares Six Months Ended January 31, 2023 2022 Options to purchase common stock 10,120,000 1,250,000 Shares issuable upon conversion of convertible notes and related accrued interest 14,428,333 2,034,000 Warrants to purchase common stock 13,558,607 5,745,666 Restricted stock units 3,822,222 4,305,556 Total potentially dilutive securities 41,929,162 13,335,222 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jan. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of related party payables | Schedule of related party payables January 31, 2023 July 31, 2022 Joseph M. Redmond, CEO $ 84 $ 2,642 Christine Farrell, CFO 696 745 $ 780 $ 3,387 |
Schedule of accrued wages | Schedule of accrued wages January 31, 2023 July 31, 2022 Joseph M. Redmond, CEO $ 778,123 $ 696,154 Christine Farrell, CFO 170,156 124,617 $ 948,279 $ 820,771 |
Basis of Presentation, Nature_2
Basis of Presentation, Nature of Operations and Going Concern (Details Narrative) - USD ($) | Jan. 31, 2023 | Jul. 31, 2022 |
Accounting Policies [Abstract] | ||
Accumulated deficit | $ 57,999,262 | $ 54,177,954 |
Cash and cash equivalents | $ 35,792 |
Intangible Assets (Details - Am
Intangible Assets (Details - Amortization Expense) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 754 | $ 452 | $ 1,508 | $ 452 |
Intangible Assets (Details - Fu
Intangible Assets (Details - Future amortization expense) - USD ($) | Jan. 31, 2023 | Jul. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of fiscal 2023 | $ 1,910 | |
Fiscal 2024 | 3,550 | |
Fiscal 2025 | 3,550 | |
Fiscal 2026 | 3,550 | |
Fiscal 2027 | 3,550 | |
Thereafter | 33,680 | |
Total amortization expense | $ 49,790 | $ 43,260 |
Fair Value (Details)
Fair Value (Details) - USD ($) | Jan. 31, 2023 | Jul. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Carrying value | $ 2,310,000 | $ 1,580,000 |
Fair value | $ 2,310,000 | $ 1,580,000 |
Debt (Details)
Debt (Details) - USD ($) | Jan. 31, 2023 | Jul. 31, 2022 |
Debt Instrument [Line Items] | ||
Notes Payable | $ 2,310,000 | $ 1,580,000 |
Unamortized debt discount and closing costs | (471,651) | (48,063) |
Notes Payable current | 1,838,349 | 1,531,937 |
Convertible Notes [Member] | L G H [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 1,010,000 | 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 |
Notes [Member] | Mast Hill [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | $ 870,000 | $ 0 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 1 Months Ended | ||||||
Dec. 29, 2022 | Dec. 13, 2022 | Nov. 10, 2022 | Sep. 29, 2022 | Jan. 31, 2023 | Dec. 29, 2022 | Sep. 21, 2022 | |
L G H Investments L L C [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Conversion of debt | $ 300,000 | ||||||
Conversion of debt, shares | 1,500,000 | ||||||
Mast Hill Fund L P [Member] | Securities Purchase Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 870,000 | ||||||
Interest rate | 10% | ||||||
Conversion price per share | $ 0.12 | ||||||
Proceeds from debt | $ 723,868 | ||||||
Mast Hill Fund L P [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | 2,000,000 | ||||||
Mast Hill Fund L P [Member] | Securities Purchase Agreement [Member] | Default Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | 4,000,000 | ||||||
Promissory Note [Member] | Investor Relations Consultant [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 30,000 | ||||||
Principal amount | 8% | ||||||
Principal amount | 50,000 | ||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | L G H Investments L L C [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 115,000 | ||||||
Convertible Promissory Note [Member] | LGH Amendment [Member] | Securities Purchase Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Mar. 31, 2023 | ||||||
Securities Purchase Agreement [Member] | LGH Amendment [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding convertible note | $ 35,000 | ||||||
Outstanding convertible note | 50,000 | ||||||
Outstanding convertible note | $ 1,010,000 | $ 1,010,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details - Stock Option Activity) | 6 Months Ended |
Jan. 31, 2023 $ / shares shares | |
Equity [Abstract] | |
Options outstanding at beginning | shares | 6,645,000 |
Options outstanding at beginning | $ 0.46 |
Options granted | 4,750,000 |
Options granted | $ 0.27 |
Options expired or cancelled | shares | (1,275,000) |
Options expired or cancelled | $ 0.39 |
Options outstanding at end | shares | 10,120,000 |
Options outstanding at end | $ 0.38 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details - Assumptions) - Equity Option [Member] | 6 Months Ended |
Jan. 31, 2023 | |
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 | 146% |
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 - RSU Activity) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jan. 31, 2023 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
RSUs outstanding, beginning balance | 2,189,695 |
RSUs issued | 2,800,000 |
RSUs vested | (167,473) |
RSUs forfeited | (1,000,000) |
RSUs outstanding, ending balance | 3,822,222 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details - Warrant Activity) - Warrant [Member] | 6 Months Ended |
Jan. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
RSUs outstanding, beginning balance | shares | 7,558,607 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.69 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | shares | 6,000,000 |
Weighted Average Grant Date Fair Value Issued, issued | $ / shares | $ 0.20 |
RSUs outstanding, ending balance | shares | 13,558,607 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.47 |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details Narrative) | 6 Months Ended |
Jan. 31, 2023 USD ($) shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized stock-based compensation | $ | $ 1,971,976 |
Weighted average remaining vesting period | 10 months 24 days |
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 | 1,005,000 |
Research and Development Reba_3
Research and Development Rebate (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | |
Research and Development [Abstract] | ||||
Research and development expense offset | $ 592 | $ 6,219 | $ 323,263 | $ 214,120 |
Net Loss Per Share (Details - A
Net Loss Per Share (Details - Antidilutive shares) - shares | 6 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 41,929,162 | 13,335,222 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 10,120,000 | 1,250,000 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 14,428,333 | 2,034,000 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 13,558,607 | 5,745,666 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 3,822,222 | 4,305,556 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | |||
Nov. 21, 2022 | Oct. 31, 2022 | Jan. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | |
Class of Stock [Line Items] | |||||||
Number of shares purchased, value | $ 0 | ||||||
In process research and development expenses | $ 170,000 | $ 0 | $ 170,000 | $ 0 | |||
Odyssey [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued | 2,000,000 | ||||||
Prevacus Option Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares issued | 1,000,000 | ||||||
Share price | $ 0.17 | ||||||
In process research and development expenses | $ 170,000 | ||||||
Prevacus Option Agreement [Member] | Odyssey [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued | 1,000,000 | ||||||
Lincoln Park Capital Fund L L C [Member] | L P C Purchase Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares purchased | 2,233,591 | ||||||
Number of shares purchased, value | $ 441,030 | ||||||
Number of shares remaining purchase availability | 7,788,704 | 7,788,704 | |||||
Common Stock [Member] | Two Shareholders [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares purchased | 8,800,000 | ||||||
Number of shares purchased, value | $ 8,800 | ||||||
Restricted Stock [Member] | Consultants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued | 1,800,000 | ||||||
Number of shares issued | $ 388,800 |
Related Party Transactions (Det
Related Party Transactions (Details - Due to officers) - USD ($) | Jan. 31, 2023 | Jul. 31, 2022 |
Related Party Transaction [Line Items] | ||
Due to related party | $ 780 | $ 3,387 |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 84 | 2,642 |
Chief Financial Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | $ 696 | $ 745 |
Related Party Transactions (D_2
Related Party Transactions (Details - Accrued Compensation) - USD ($) | Jan. 31, 2023 | Jul. 31, 2022 |
Related Party Transaction [Line Items] | ||
Salary and bonus payable | $ 948,279 | $ 820,771 |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Salary and bonus payable | 778,123 | 696,154 |
Chief Financial Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Salary and bonus payable | $ 170,156 | $ 124,617 |
Related Party Transactions (D_3
Related Party Transactions (Details Narrative) | 1 Months Ended |
Dec. 31, 2021 USD ($) | |
Joseph Redmond [Member] | |
Related Party Transaction [Line Items] | |
Loans Payable | $ 25,000 |
Christine Farrell [Member] | |
Related Party Transaction [Line Items] | |
Loans Payable | 25,000 |
Jerome Casey [Member] | |
Related Party Transaction [Line Items] | |
Loans Payable | 25,000 |
John Gandolfo [Member] | |
Related Party Transaction [Line Items] | |
Loans Payable | 25,000 |
Ricky Richardson [Member] | |
Related Party Transaction [Line Items] | |
Loans Payable | 25,000 |
Three Directors And Two Officers [Member] | |
Related Party Transaction [Line Items] | |
Proceeds from Loans | $ 125,000 |
Debt Instrument, Interest Rate, Stated Percentage | 8% |
Debt Instrument, Maturity Date | Mar. 31, 2023 |