Odyssey Group International (ODYY) 10-Q 17 Mar 23 2023 Q2 Quarterly report Financial data

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