Cover
Cover - shares | 3 Months Ended | |
Oct. 31, 2023 | Dec. 15, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Oct. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
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 ($0.001 par value) | |
Trading Symbol | ODYY | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 83,124,061 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Oct. 31, 2023 | Jul. 31, 2023 |
Current assets: | ||
Cash | $ 197,882 | $ 36,865 |
Research and development rebate due from the Australian government | 291,036 | 276,566 |
Prepaid expenses and other current assets | 74,160 | 92,457 |
Total current assets | 563,078 | 405,888 |
Intangible assets, net of accumulated amortization of $6,320 and $5,376 | 48,961 | 49,905 |
Total assets | 612,039 | 455,793 |
Current liabilities: | ||
Accounts payable | 1,851,443 | 1,797,656 |
Accrued wages | 1,338,614 | 1,402,348 |
Accrued interest | 164,904 | 142,032 |
Asset purchase liability | 1,125,026 | 1,125,026 |
Notes payable, officers and directors | 100,000 | 125,000 |
Notes payable, net of unamortized beneficial conversion feature, debt discount and closing costs of $177,126 and $280,340 | 2,250,325 | 2,019,660 |
Total current liabilities | 6,830,312 | 6,611,722 |
Commitments and contingencies (Note 5) | ||
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, 81,734,061 and 79,067,879 shares issued and outstanding | 81,734 | 79,068 |
Additional paid-in-capital | 54,335,403 | 53,862,378 |
Accumulated deficit | (60,635,410) | (60,097,375) |
Total stockholders' deficit | (6,218,273) | (6,155,929) |
Total liabilities and stockholders' deficit | $ 612,039 | $ 455,793 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Oct. 31, 2023 | Jul. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Net of accumulated amortization | $ 6,320 | $ 5,376 |
Unamortized debt discount | $ 177,126 | $ 280,340 |
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 | 81,734,061 | 79,067,879 |
Common stock, shares outstanding | 81,734,061 | 79,067,879 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Income Statement [Abstract] | ||
Research and development | $ 23,001 | $ 354,215 |
Stock-based compensation | 322,798 | 779,890 |
General and administrative | 501,440 | 943,699 |
Loss from operations | (847,239) | (2,077,804) |
Gain on sale of asset | 500,000 | 0 |
Interest expense | (190,861) | (71,302) |
Other income (expense), net | 65 | (474) |
Net loss | $ (538,035) | $ (2,149,580) |
Basic net loss per share | $ (0.01) | $ (0.03) |
Diluted net loss per share | $ (0.01) | $ (0.03) |
Shares used for basic net loss per share | 81,022,472 | 80,891,387 |
Shares used for diluted net loss per share | 81,022,472 | 80,891,387 |
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 financings, shares | 1,133,591 | |||
Return of 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 | |||
Beginning balance, value at Jul. 31, 2023 | $ 79,068 | 53,862,378 | (60,097,375) | (6,155,929) |
Beginning balance, shares at Jul. 31, 2023 | 79,067,879 | |||
Stock-based compensation | 322,728 | 322,728 | ||
Common stock issued upon conversion of debt | $ 656 | 78,039 | 78,695 | |
Common stock issued upon conversion of debt, shares | 655,792 | |||
Common stock issued in equity financings | $ 500 | 45,320 | 45,820 | |
Common stock issued in equity financings, shares | 500,000 | |||
Warrants exercised in connection with debt financing | $ 1,610 | (1,610) | ||
Warrants exercised in connection with debt financing, shares | 1,610,390 | |||
Warrants issued in debt financing | 28,448 | 28,448 | ||
Return of shares | $ (100) | 100 | ||
Return of shares, shares | (100,000) | |||
Net loss | (538,035) | (538,035) | ||
Ending balance, value at Oct. 31, 2023 | $ 81,734 | $ 54,335,403 | $ (60,635,410) | $ (6,218,273) |
Ending balance, shares at Oct. 31, 2023 | 81,734,061 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (538,035) | $ (2,149,580) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Amortization of intangible assets | 944 | 754 |
Stock-based compensation | 322,728 | 1,168,690 |
Financing costs paid via issuance of common stock | 1,750 | 0 |
Amortization of beneficial conversion feature, debt discount and closing costs | 131,662 | 68,054 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in prepaid expenses and other current assets | 18,297 | (472) |
Increase in research and development rebate due | (14,470) | (312,325) |
Increase in accounts payable | 53,787 | 824,084 |
Increase (decrease) in accrued wages | (63,734) | 113,275 |
Increase in accrued interest | 27,164 | 2,813 |
Net cash used in operating activities | (59,907) | (284,707) |
Cash flows from investing activities | ||
Purchase of intellectual property | 0 | (8,038) |
Net cash used in investing activities | 0 | (8,038) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 350,000 | 30,000 |
Principal and interest payments made on notes payable | (174,896) | 0 |
Proceeds from equity financing | 45,820 | 240,710 |
Net cash provided by financing activities | 220,924 | 270,710 |
Increase (decrease) in cash and cash equivalents | 161,017 | (22,035) |
Cash and cash equivalents: | ||
Beginning of period | 36,865 | 72,534 |
End of period | 197,882 | 50,499 |
Supplemental disclosure of non-cash information: | ||
Increase in principal of notes payable | 0 | 115,000 |
Return of shares | 100 | 8,800 |
Shares issued for exercised warrants | 1,610 | 0 |
Debt principal, interest and fees converted to common stock | 76,945 | 0 |
Warrants issued in connection with debt financing | $ 28,448 | $ 0 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Operations | 3 Months Ended |
Oct. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Nature of Operations | Note 1. Basis of Presentation and Nature of Operations Basis of Presentation The accompanying consolidated financial information of Odyssey Health, Inc. and our wholly-owned subsidiary Odyssey Group International Australia, Pty Ltd, (collectively, the “Company”) 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 consolidated financial position, results of operations and cash flows for the interim periods. The consolidated financial information as of July 31, 2023 is derived from our 2023 Annual Report on Form 10-K. The consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in our 2023 Annual Report on Form 10-K filed with the SEC on October 30, 2023. The consolidated 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, 2023 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2023. OTCQB On October 4, 2023, we uplisted to the OTCQB Market. Nature of Operations Our corporate mission is to create or acquire distinct assets, intellectual property, and technologies with an emphasis on acquisition targets that have clinical utility and will generate positive cash flow. Our business model is to develop or acquire medical related products, engage third parties to manufacture such products and then distribute the products through various distribution channels, including third parties. We have three different life saving technologies; the CardioMap® heart monitoring and screening device, the Save a Life choking rescue device and a unique neurosteroid drug compound intended to treat concussions and rare brain disorders. Currently no research and development activities are being incurred on the CardioMap® or the Save a Life devices. On October 4, 2023, we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Oragenics, Inc. (“Oragenics” the “Purchaser”). Pursuant to the Purchase Agreement, we have agreed to sell and assign certain assets and certain liabilities related to a segment of our business focused on developing medical products that treat brain related illnesses and diseases (the “Purchased Assets”) to Oragenics in exchange for (i) $ 1,000,000 8,000,000 500,000 500,000 We intend to acquire other technologies and assets and plan to be a trans-disciplinary product development company involved in the discovery, development and commercialization of products and technologies that may be applied over various medical markets. We plan to license, improve and/or 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 to sell in the United States. In addition, it would require additional European union or country specific clearance or approvals to sell internationally. Going Concern We did not recognize any revenues for the year ended July 31, 2023, or the three months ended October 31, 2023, and we had an accumulated deficit of $ 60,635,410 197,882 The operating deficit and cash balance at October 31, 2023 indicate substantial doubt about our ability to continue as a going concern. Our continued existence depends on the success of our efforts to raise additional capital necessary to meet our obligations as they come due and to obtain sufficient capital to execute our business plan. We may obtain capital primarily through issuances of debt or equity or entering into collaborative arrangements with corporate partners. There can be no assurance that we will be successful in completing additional financing or collaboration transactions or, if financing is available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we may be required to scale down or perhaps even cease operations. The issuance of additional equity securities could 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 consolidated financial statements do not include adjustments that might result from the outcome of this uncertainty. We are continually adjusting our business plan to reflect our current liquidity expectations. Due to the unknown and volatile nature of the stock price and trading volume of our common stock, 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”). Due to the limitations in the equity line of credit, we will need to do one or more of the following during fiscal 2024; secure additional debt financing, secure additional equity financing, secure a strategic partner, reduce our operating expenditures, or seek bankruptcy protection. 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 Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Oct. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | Note 2. New Accounting Pronouncements ASU 2020-06 In August 2020, the Financial Accounting Standards Board (“ |
Intangible Assets
Intangible Assets | 3 Months Ended |
Oct. 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 October 31, 2023 2022 Amortization expense $ 944 $ 754 Future amortization of intangible assets is as follows: Schedule of future amortization of intangible assets Remainder of fiscal 2024 $ 2,764 Fiscal 2025 3,685 Fiscal 2026 3,685 Fiscal 2027 3,685 Fiscal 2028 3,685 Thereafter 31,457 Total amortization expense $ 48,961 |
Asset Purchase Agreement with O
Asset Purchase Agreement with Oragenics, Inc. | 3 Months Ended |
Oct. 31, 2023 | |
Asset Purchase Agreement With Oragenics Inc. | |
Asset Purchase Agreement with Oragenics, Inc. | Note 4. Asset Purchase Agreement with Oragenics, Inc. On October 4, 2023, we entered into an Asset Purchase Agreement with Oragenics. Pursuant to the Purchase Agreement, we have agreed to sell and assign the Purchased Assets related to a segment of our business focused on developing medical products that treat brain related illnesses and diseases to Oragenics in exchange for (i) $ 1,000,000 8,000,000 We received $ 500,000 500,000 The closing is expected to be at the end of the fourth calendar quarter of 2023, subject to the satisfaction of customary closing conditions, which include: (1) we shall have obtained all required consents to the Purchase Agreement; (2) we shall have obtained stockholder approval to the Purchase Agreement; (3) the Oragenics’ shareholders shall have approved (a) the increase in authorized Common Stock from 4,166,666 to 350,000,000 shares, and (b) the conversion of the Series F Preferred Stock into Common Stock; (4) no material adverse change shall have occurred to the Purchased Assets; (5) Oragenics must have at least $5,000,000 in cash at Closing; and (6) Oragenics must have completed its due diligence of the Purchased Assets to its satisfaction. At the closing, Oragenics will issue 8,000,000 The remaining shares of convertible Series F Preferred Stock will convert upon certain listing and change in control criteria being achieved. |
Fair Value
Fair Value | 3 Months Ended |
Oct. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Note 5. 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, 2023, or the year ended July 31, 2023. The carrying values of cash, prepaid expenses and other current assets, 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, 2023. Contingent Liabilities At October 31, 2023 and July 31, 2023, We also had contingent consideration at October 31, 2023 and July 31, 2023 related to milestones in our Asset Purchase Agreement with Prevacus, Inc. The fair value of the contingent consideration is reviewed quarterly and determined based on the current status of the project (Level 3). Based on these reviews, the fair value of the contingent consideration was determined to be zero at both periods as it is not yet probable that any of the 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 long term debt October 31, 2023 July 31, 2023 Carrying value $ 2,527,451 $ 2,425,000 Fair value $ 2,527,451 $ 2,425,000 |
Debt
Debt | 3 Months Ended |
Oct. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 6. Debt 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 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 On March 31, 2023, we entered into Amendment No. 5 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH. Pursuant to the Amendment No. 5, the maturity date of the note was extended to June 30, 2023 20,000 1,030,000 On July 6, 2023, we entered into Amendment No. 6 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH. Pursuant to the Amendment No. 6, the maturity date of the note was extended to December 31, 2023 25,000 8 1,055,000 On August 28, 2023, we paid LGH $ 30,000 December 31, 2023 1,025,000 Directors and Officers Promissory Notes On December 21, 2021, and December 22, 2021, we entered into a total of five Promissory Notes (the “Promissory Notes”) with three of our directors and two officers. 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 On October 19, 2023, John Gandolfo, former director, exercised his option to convert his convertible note of $ 25,000 3,655 238,792 On November 1, 2023, we entered into four Promissory Note Amendments (the “Amendments”) to the Promissory Notes entered into December 21, 2021 and December 22, 2021, and as amended April 20, 2022, June 3, 2022, September 30, 2022, December 30, 2022, March 31, 2023 and June 30, 2023, with two directors and two officers. Pursuant to the Amendments, the maturity date of the Promissory Notes was extended to January 31, 2024 At October 31, 2023 and July 31, 2023, we had $ 14,859 16,058 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 2,000,000 4,000,000 723,868 213,725 13,443 On June 13, 2023, we entered into Amendment No. 1 to the SPA dated December 13, 2022. Pursuant to the Amendment, we (i) increased the principal balance by $ 50,000 920,000 1,000,000 28,448 On August 7, 2023, Mast Hill converted their outstanding warrant exercisable for 2,000,000 1,610,390 On September 13, 2023, we paid Mast Hill $ 100,000 26,382 44,896 5,167 On October 9, 2023, Mast Hill converted $ 47,653 637 1,750 417,000 Following these repayments and conversion, at October 31, 2023 there was $ 727,451 Accredited Investors Note Purchase Agreement On July 7, 2023, we received a $ 150,000 500,000 350,000 Pursuant to the terms and conditions of the NPA (i) the note is due and payable in full on or after the later of August 15, 2024 or upon completion of a Senior Exchange Listing of, or a Spinout (“Spinco”) of, our ONP Technology, (ii) interest shall accrue at a rate of 12% per annum, (iii) the note is convertible at the investor’s option into shares of Spinco common stock at a price that is 70% of Spinco’s IPO price, and (iv) Common Stock Purchase Warrants which permit each investor to acquire a number of shares of common stock of Spinco equal to 200% of such investor’s original face amount of the loan divided by the IPO price of Spinco. Notes Payable The following notes payable were outstanding: Schedule of notes payable October 31, 2023 July 31, 2023 Convertible note issued to LGH due December 31, 2023, with a set interest amount of $84,000 through July 7, 2023, then an interest rate of 8.0% per annum of the then outstanding principal of $1,055,000 and convertible at $0.12 per share $ 1,025,000 $ 1,055,000 Promissory notes issued to officers and directors due January 31, 2024, with an interest rate of 8.0% per annum 100,000 125,000 Note purchase agreement issued to two accredited investors due August 15, 2024, with an interest rate of 12% per annum 500,000 150,000 ClearThink convertible promissory note due December 31, 2023, with a set interest amount of $20,000 and convertible at $0.20 per share 175,000 175,000 Mast Hill convertible promissory note due June 13, 2024, with an interest rate of 10% per annum and convertible at $0.12 per share 727,451 920,000 2,527,451 2,425,000 Unamortized beneficial conversion feature, debt discount and closing costs (177,126 ) (280,340 ) $ 2,350,325 $ 2,144,660 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Oct. 31, 2023 | |
Equity [Abstract] | |
Stock-Based Compensation | Note 7. Stock-Based Compensation 2021 Omnibus Stock Incentive Plan At October 31, 2023, 19,475,000 Stock Options Stock option activity during the quarter ended October 31, 2023 was as follows: Schedule of stock option activity Number of Options Weighted Average Exercise Price Options outstanding at July 31, 2023 11,795,000 $ 0.34 Options granted 250,000 0.08 Options expired or cancelled (750,000 ) 0.26 Options outstanding at October 31, 2023 11,295,000 $ 0.34 Criteria used for determining the Black-Scholes value of options granted were as follows: Schedule of black scholes value of options granted Quarter Ended October 31, 2023 Expected stock price volatility 147 Risk free interest rate 4.62 Expected life of options (years) 5 Expected dividend yield – Restricted Stock Units (“RSUs”) RSU activity during the quarter ended October 31, 2023 was as follows: Schedule of RSU activity Number of RSUs Weighted Average Grant Date Fair Value RSUs outstanding at July 31, 2023 3,055,554 $ 0.28 RSUs vested (833,334 ) 0.25 RSUs outstanding at October 31, 2023 2,222,220 $ 0.29 Warrants Schedule of warrant activity Number of Warrants Weighted Average Exercise Price Warrants outstanding at July 31, 2023 14,558,607 $ 0.50 Warrants exercised (1,610,390 ) 0.08 Warrants cancelled (389,610 ) 0.20 Warrants outstanding at July 31, 2023 12,558,607 $ 0.50 Unrecognized Compensation Costs At October 31, 2023, we had unrecognized stock-based compensation of $ 693,073 0.31 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Oct. 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 Three Months Ended October 31, 2023 2022 Options to purchase common stock 11,295,000 9,845,000 Shares issuable upon conversion of convertible notes and related accrued interest 21,564,456 7,878,333 Warrants to purchase common stock 12,558,607 7,558,607 Unvested restricted stock units 2,222,220 1,663,015 Total potentially dilutive securities 47,640,283 26,944,955 |
Research and Development Rebate
Research and Development Rebate | 3 Months Ended |
Oct. 31, 2023 | |
Research and Development [Abstract] | |
Research and Development Rebate | Note 9. Research and Development Rebate In the first quarter of fiscal 2024, we incurred $ 25,843 12,534 |
Common Stock
Common Stock | 3 Months Ended |
Oct. 31, 2023 | |
Equity [Abstract] | |
Common Stock | Note 10. Common Stock Lincoln Park Lincoln Park Capital Fund, LLC (“LPC”) purchased 500,000 45,820 7,603,694 11,388,846 Mast Hill On August 7, 2023, Mast Hill converted their outstanding warrant exercisable for 2,000,000 1,610,390 On October 9, 2023, Mast Hill converted $ 42,653 637 1,750 50,040 417,000 727,451 Return of Shares On August 24, 2023, Tysadco voluntarily returned 100,000 Convertible Note Payable On October 19, 2023, John Gandolfo, former director, exercised his option to convert his convertible note of $ 25,000 3,655 238,792 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Oct. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11. 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, 2023 July 31, 2023 Joseph M. Redmond, CEO $ 1,828 $ 668 Christine Farrell, CFO 1,410 1,633 $ 3,238 $ 2,301 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, 2023 July 31, 2023 Joseph M. Redmond, CEO $ 946,493 $ 935,831 Christine Farrell, CFO 263,694 257,771 $ 1,210,187 $ 1,193,602 Promissory Notes See Note 6 for a discussion of promissory notes payable to each of two officers and three directors. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Oct. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent Events Management is responsible for evaluating subsequent events and transactions through the date the consolidated financial statements are issued. This evaluation includes assessing events or transactions that may require adjustment to, or disclosure in, the consolidated financial statements. It is important to note that the financial statements do not reflect any adjustments to the carrying values of assets or liabilities that might result from the outcome of the subsequent events or transactions. However, appropriate disclosures will be made in subsequent filings, as necessary, to ensure that the consolidated financial statements remain accurate and complete. Management believes that subsequent events have been evaluated through the date of issuance of these consolidated financial statements. Promissory Notes On November 1, 2023, we entered into four Promissory Note Amendments (the “Amendments”) to the Promissory Notes entered into December 21, 2021 and December 22, 2021, and as amended April 20, 2022, June 3, 2022, September 30, 2022, December 30, 2022 and March 31, 2023 with two directors and two officers. Pursuant to the Amendments, the maturity date of the Promissory Notes were extended to January 31, 2024 and the note holder may convert the note prior to maturity at a conversion price of $0.12 per share. All other terms and conditions remain the same. Mast Hill On November 6, 2023, Mast Hill converted $42,710 together with $5,580 interest, and $1,750 for fees totaling $50,040 into 695,000 shares of common stock at a conversion price of $0.072 per share. On November 30, 2023, Mast Hill converted $43,975 together with $4,315 interest and $1,750 for fees totaling $50,040 into 695,000 shares of common stock at a conversion price of $0.072 per share. Following conversions, $640,767 of principal remained outstanding. On December 13, 2023, we paid Mast Hill $50,000 of principal and $2,458 of interest. Following conversions and payment, $590,767 of principal remained outstanding. LGH On December 15, 2023, we paid LGH $50,000 of principal. Following the payment, $975,000 of principal remained outstanding. Research and Development Rebate On November 23, 2023, we received a research and development rebate from the government of Australia in the amount of $309,245 for clinical work performed in Australia related to our Phase I human clinical trial during the fiscal year ended July 31, 2023. On November 24, 2023, 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 $2,617 related to our Phase I human clinical trial during July, August and September 2023. Special Meeting of the Stockholders On December 7, 2023, at the special meeting held in New York, the stockholders of the Company approved the sale of the segment of our business focused on developing medical products that treat brain related illnesses and diseases to Oragenics. Pursuant to the agreement, on December 11, 2023, we received the second $500,000 non-refundable payment. Legal Proceedings As of the date of this filing, Odyssey Health, Inc. have been made a party to one lawsuit in Superior Court, Kent County in the State of Rhode Island entitled Robert Hainey v. Vdex Diabetes Holdings, Inc. et. al, Case No. KC-2023-0952. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Oct. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of amortization expense | Schedule of amortization expense Three Months Ended October 31, 2023 2022 Amortization expense $ 944 $ 754 |
Schedule of future amortization of intangible assets | Schedule of future amortization of intangible assets Remainder of fiscal 2024 $ 2,764 Fiscal 2025 3,685 Fiscal 2026 3,685 Fiscal 2027 3,685 Fiscal 2028 3,685 Thereafter 31,457 Total amortization expense $ 48,961 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Oct. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of fixed rate long term debt | Schedule of fixed rate long term debt October 31, 2023 July 31, 2023 Carrying value $ 2,527,451 $ 2,425,000 Fair value $ 2,527,451 $ 2,425,000 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Oct. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Schedule of notes payable October 31, 2023 July 31, 2023 Convertible note issued to LGH due December 31, 2023, with a set interest amount of $84,000 through July 7, 2023, then an interest rate of 8.0% per annum of the then outstanding principal of $1,055,000 and convertible at $0.12 per share $ 1,025,000 $ 1,055,000 Promissory notes issued to officers and directors due January 31, 2024, with an interest rate of 8.0% per annum 100,000 125,000 Note purchase agreement issued to two accredited investors due August 15, 2024, with an interest rate of 12% per annum 500,000 150,000 ClearThink convertible promissory note due December 31, 2023, with a set interest amount of $20,000 and convertible at $0.20 per share 175,000 175,000 Mast Hill convertible promissory note due June 13, 2024, with an interest rate of 10% per annum and convertible at $0.12 per share 727,451 920,000 2,527,451 2,425,000 Unamortized beneficial conversion feature, debt discount and closing costs (177,126 ) (280,340 ) $ 2,350,325 $ 2,144,660 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Oct. 31, 2023 | |
Equity [Abstract] | |
Schedule of stock option activity | Schedule of stock option activity Number of Options Weighted Average Exercise Price Options outstanding at July 31, 2023 11,795,000 $ 0.34 Options granted 250,000 0.08 Options expired or cancelled (750,000 ) 0.26 Options outstanding at October 31, 2023 11,295,000 $ 0.34 |
Schedule of black scholes value of options granted | Schedule of black scholes value of options granted Quarter Ended October 31, 2023 Expected stock price volatility 147 Risk free interest rate 4.62 Expected life of options (years) 5 Expected dividend yield – |
Schedule of RSU activity | Schedule of RSU activity Number of RSUs Weighted Average Grant Date Fair Value RSUs outstanding at July 31, 2023 3,055,554 $ 0.28 RSUs vested (833,334 ) 0.25 RSUs outstanding at October 31, 2023 2,222,220 $ 0.29 |
Schedule of warrant activity | Schedule of warrant activity Number of Warrants Weighted Average Exercise Price Warrants outstanding at July 31, 2023 14,558,607 $ 0.50 Warrants exercised (1,610,390 ) 0.08 Warrants cancelled (389,610 ) 0.20 Warrants outstanding at July 31, 2023 12,558,607 $ 0.50 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Oct. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of anti-dilutive shares | Schedule of anti-dilutive shares Three Months Ended October 31, 2023 2022 Options to purchase common stock 11,295,000 9,845,000 Shares issuable upon conversion of convertible notes and related accrued interest 21,564,456 7,878,333 Warrants to purchase common stock 12,558,607 7,558,607 Unvested restricted stock units 2,222,220 1,663,015 Total potentially dilutive securities 47,640,283 26,944,955 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Oct. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of related party payables | Schedule of related party payables October 31, 2023 July 31, 2023 Joseph M. Redmond, CEO $ 1,828 $ 668 Christine Farrell, CFO 1,410 1,633 $ 3,238 $ 2,301 |
Schedule of accrued wages | Schedule of accrued wages October 31, 2023 July 31, 2023 Joseph M. Redmond, CEO $ 946,493 $ 935,831 Christine Farrell, CFO 263,694 257,771 $ 1,210,187 $ 1,193,602 |
Basis of Presentation and Nat_2
Basis of Presentation and Nature of Operations (Details Narrative) - USD ($) | Oct. 04, 2023 | Oct. 31, 2023 | Jul. 31, 2023 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Accumulated deficit | $ 60,635,410 | $ 60,097,375 | |
Cash | $ 197,882 | ||
Asset Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Cash | $ 1,000,000 | ||
Conversion of shares | 8,000,000 | ||
Proceeds from conversion of shares | $ 500,000 | ||
Proceeds from sale of asset | $ 500,000 |
Intangible Assets (Details - Am
Intangible Assets (Details - Amortization expense) - USD ($) | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 944 | $ 754 |
Intangible Assets (Details - Fu
Intangible Assets (Details - Future amortization expense) - USD ($) | Oct. 31, 2023 | Jul. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of fiscal 2024 | $ 2,764 | |
Fiscal 2025 | 3,685 | |
Fiscal 2026 | 3,685 | |
Fiscal 2027 | 3,685 | |
Fiscal 2028 | 3,685 | |
Thereafter | 31,457 | |
Total amortization expense | $ 48,961 | $ 49,905 |
Asset Purchase Agreement with_2
Asset Purchase Agreement with Oragenics, Inc. (Details Narrative) - Asset Purchase Agreement [Member] | Oct. 04, 2023 USD ($) shares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Cash | $ 1,000,000 |
Conversion of shares | shares | 8,000,000 |
Proceeds from conversion of shares | $ 500,000 |
Proceeds from sale of asset | $ 500,000 |
Fair Value (Details)
Fair Value (Details) - USD ($) | Oct. 31, 2023 | Jul. 31, 2023 |
Fair Value Disclosures [Abstract] | ||
Carrying value | $ 2,527,451 | $ 2,425,000 |
Fair value | $ 2,527,451 | $ 2,425,000 |
Debt (Details)
Debt (Details) - USD ($) | Oct. 31, 2023 | Jul. 31, 2023 |
Debt Instrument [Line Items] | ||
Notes payable | $ 2,527,451 | $ 2,425,000 |
Unamortized beneficial conversion feature, debt discount and closing costs | (177,126) | (280,340) |
Notes payable current | 2,350,325 | 2,144,660 |
Convertible Notes [Member] | L G H [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 1,025,000 | 1,055,000 |
Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 100,000 | 125,000 |
Promissory Notes [Member] | Clear Think [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 175,000 | 175,000 |
Promissory Notes [Member] | Mast Hill [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 727,451 | 920,000 |
Purchase Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 500,000 | $ 150,000 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 3 Months Ended | ||||||||||||||||
Oct. 19, 2023 | Oct. 09, 2023 | Oct. 06, 2023 | Sep. 13, 2023 | Aug. 28, 2023 | Aug. 07, 2023 | Jul. 07, 2023 | Jul. 06, 2023 | Jun. 13, 2023 | Mar. 31, 2023 | Dec. 29, 2022 | Dec. 13, 2022 | Dec. 13, 2022 | Nov. 10, 2022 | Sep. 29, 2022 | Oct. 31, 2023 | Jul. 31, 2023 | |
Debt Instrument [Line Items] | |||||||||||||||||
Accrued interest | $ 164,904 | $ 142,032 | |||||||||||||||
Promissory Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate per annum | 8% | ||||||||||||||||
Proceeds from Debt | $ 125,000 | ||||||||||||||||
Accrued interest | $ 14,859 | $ 16,058 | |||||||||||||||
Amendments [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maturity date | Jan. 31, 2024 | ||||||||||||||||
L G H Investments L L C [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt converted, principal converted | $ 300,000 | ||||||||||||||||
Debt converted, shares issued | 1,500,000 | ||||||||||||||||
Mr Joseph Michael Redmond [Member] | Promissory Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Loans payable | $ 25,000 | ||||||||||||||||
Ms Christine M Farrell [Member] | Promissory Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Loans payable | 25,000 | ||||||||||||||||
Mr Jerome H Casey [Member] | Promissory Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Loans payable | 25,000 | ||||||||||||||||
Mr John P Gandolfo [Member] | Promissory Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Loans payable | 25,000 | ||||||||||||||||
Mr Ricky W Richardson [Member] | Promissory Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Loans payable | 25,000 | ||||||||||||||||
John Gandolfo [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt converted, shares issued | 238,792 | 238,792 | |||||||||||||||
Debt converted, amount converted | $ 25,000 | $ 25,000 | |||||||||||||||
Debt converted, interest converted | $ 3,655 | 3,655 | |||||||||||||||
Mast Hill [Member] | Warrants [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Warrants converted | 2,000,000 | ||||||||||||||||
Mast Hill [Member] | Common Stock [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Warrants converted, common stock issued | 1,610,390 | ||||||||||||||||
Accredited Investor [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Advance from related party | $ 150,000 | ||||||||||||||||
Two Accredited Investors [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Advance from related party | 350,000 | ||||||||||||||||
Mast Hill Fund L P [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate per annum | 10% | ||||||||||||||||
Debt face amount | $ 870,000 | $ 870,000 | |||||||||||||||
Proceeds from convertible debt | $ 723,868 | ||||||||||||||||
Mast Hill Fund L P [Member] | Securities Purchase Agreement [Member] | Purchase Warrant [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Warrants issued | 2,000,000 | 2,000,000 | |||||||||||||||
Mast Hill Fund L P [Member] | Securities Purchase Agreement [Member] | Default Warrants [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Warrants issued | 4,000,000 | 4,000,000 | |||||||||||||||
Mast Hill Fund L P [Member] | Carter Terry And Company [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Number of shares issued other | 213,725 | ||||||||||||||||
Number of shares issued, value | $ 13,443 | ||||||||||||||||
Mast Hill Fund L P [Member] | Amendment No 1 [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Increase in debt | $ 50,000 | ||||||||||||||||
Convertible debt outstanding | $ 920,000 | ||||||||||||||||
Warrants issued | 1,000,000 | ||||||||||||||||
Warrants issued, value | $ 28,448 | ||||||||||||||||
Mast Hill [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt converted, principal converted | $ 47,653 | ||||||||||||||||
Debt converted, shares issued | 417,000 | ||||||||||||||||
Repayment of debt | $ 44,896 | $ 100,000 | |||||||||||||||
Convertible debt outstanding | $ 727,451 | ||||||||||||||||
Repayment of interest | $ 5,167 | $ 26,382 | |||||||||||||||
Debt converted, interest converted | $ 637 | ||||||||||||||||
Debt converted, fees converted | $ 1,750 | ||||||||||||||||
Mast Hill [Member] | Common Stock [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Warrants converted, common stock issued | 417,000 | ||||||||||||||||
Securities Purchase Agreement [Member] | L G H Amendment [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maturity date | Dec. 31, 2023 | ||||||||||||||||
Repayment of debt | $ 30,000 | ||||||||||||||||
Securities Purchase Agreement [Member] | L G H Amendment [Member] | Amendment No 6 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Convertible debt outstanding | $ 1,025,000 | ||||||||||||||||
Note Purchase Agreement [Member] | Accredited Investor [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Advance from related party | $ 500,000 | ||||||||||||||||
Convertible Promissory Note [Member] | L G H Amendment [Member] | Amendment No 4 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maturity date | Mar. 31, 2023 | ||||||||||||||||
Repayment of debt | $ 35,000 | ||||||||||||||||
Increase in debt | $ 50,000 | ||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | Amendment No 5 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Increase in principal | $ 20,000 | ||||||||||||||||
Maturity date | Jun. 30, 2023 | ||||||||||||||||
Convertible debt outstanding | $ 1,030,000 | ||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | L G H Investments L L C [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Increase in principal | $ 115,000 | ||||||||||||||||
Convertible Promissory Note 1 [Member] | Securities Purchase Agreement [Member] | Amendment No 6 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Increase in principal | $ 25,000 | ||||||||||||||||
Maturity date | Dec. 31, 2023 | ||||||||||||||||
Convertible debt outstanding | $ 1,055,000 | ||||||||||||||||
Interest rate per annum | 8% |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details - Stock Option Activity) - Equity Option [Member] | 3 Months Ended |
Oct. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options outstanding at beginning | shares | 11,795,000 |
Weighted average exercise price at beginning | $ 0.34 |
Number of options granted | 250,000 |
Weighted average exercise price granted | $ 0.08 |
Number of options expired or cancelled | shares | (750,000) |
Weighted average exercise price cancelled | $ 0.26 |
Number of options outstanding at ending | shares | 11,295,000 |
Weighted average exercise price at ending | $ 0.34 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details - Assumptions) - Equity Option [Member] | 3 Months Ended |
Oct. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected stock price volatility | 147% |
Risk free interest rate | 4.62% |
Expected life of options (years) | 5 years |
Expected dividend yield | 0% |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details - RSU Activity) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Oct. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of RSUs outstanding, beginning balance | shares | 3,055,554 |
Weighted average grant date exercise price RSUs at beginning | $ / shares | $ 0.28 |
Number of RSUs vested | shares | (833,334) |
Weighted average grant date exercise price RSUs vested | $ / shares | $ 0.25 |
Number of RSUs outstanding, ending balance | shares | 2,222,220 |
Weighted average grant date exercise price RSUs at ending | $ / shares | $ 0.29 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details - Warrant Activity) - Warrant [Member] | 3 Months Ended |
Oct. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of warrants outstanding at beginning | shares | 14,558,607 |
Weighted average exercise price at beginning | $ / shares | $ 0.50 |
Number of warrants exercised | shares | (1,610,390) |
Weighted average exercise price exercised | $ / shares | $ 0.08 |
Number of warrants cancelled | shares | (389,610) |
Weighted average exercise price cancelled | $ / shares | $ 0.20 |
Number of warrants outstanding at ending | shares | 12,558,607 |
Weighted average exercise price at ending | $ / shares | $ 0.50 |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details Narrative) | 3 Months Ended |
Oct. 31, 2023 USD ($) shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized stock-based compensation | $ | $ 693,073 |
Weighted average remaining vesting period | 3 months 21 days |
Omnibus Stock Incentive Plan 2021 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares reserved | shares | 19,475,000 |
Net Loss Per Share (Details - A
Net Loss Per Share (Details - Antidilutive shares) - shares | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 47,640,283 | 26,944,955 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 11,295,000 | 9,845,000 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 21,564,456 | 7,878,333 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 12,558,607 | 7,558,607 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 2,222,220 | 1,663,015 |
Research and Development Reba_2
Research and Development Rebate (Details Narrative) | 3 Months Ended |
Oct. 31, 2023 USD ($) | |
Research and Development [Abstract] | |
Research and development expense | $ 25,843 |
Research and development rebate | $ 12,534 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 3 Months Ended | ||||
Oct. 19, 2023 | Oct. 09, 2023 | Aug. 24, 2023 | Aug. 07, 2023 | Oct. 31, 2023 | |
Mast Hill [Member] | Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants converted | 2,000,000 | ||||
Mast Hill [Member] | Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Conversion of stock, amount converted | 1,610,390 | ||||
John Gandolfo [Member] | |||||
Class of Stock [Line Items] | |||||
Debt converted, amount converted | $ 25,000 | $ 25,000 | |||
Debt converted, interest converted | $ 3,655 | $ 3,655 | |||
Debt converted, shares issued | 238,792 | 238,792 | |||
Mast Hill [Member] | |||||
Class of Stock [Line Items] | |||||
Stock available for purchase, value | $ 727,451 | ||||
Conversion of stock, principal converted | $ 42,653 | ||||
Conversion of stock, interest converted | 637 | ||||
Conversion of stock, fees converted | 1,750 | ||||
Conversion of stock, amount converted | $ 50,040 | ||||
Debt converted, shares issued | 417,000 | ||||
Mast Hill [Member] | Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Conversion of stock, amount converted | 417,000 | ||||
Tysadco [Member] | |||||
Class of Stock [Line Items] | |||||
Stock returned, shares returned | 100,000 | ||||
L P C Purchase Agreement [Member] | Lincoln Park Capital Fund L L C [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued new, shares | 500,000 | ||||
Proceeds from sale of common stock | $ 45,820 | ||||
Stock available for purchase, value | $ 7,603,694 | ||||
Stock available for purchase, shares | 11,388,846 |
Related Party Transactions (Det
Related Party Transactions (Details - Due to officers) - USD ($) | Oct. 31, 2023 | Jul. 31, 2023 |
Related Party Transaction [Line Items] | ||
Due to related party | $ 1,851,443 | $ 1,797,656 |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 3,238 | 2,301 |
Related Party [Member] | Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 1,828 | 668 |
Related Party [Member] | Chief Financial Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | $ 1,410 | $ 1,633 |
Related Party Transactions (D_2
Related Party Transactions (Details - Accrued Compensation) - USD ($) | Oct. 31, 2023 | Jul. 31, 2023 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Salary and bonus payable | $ 1,210,187 | $ 1,193,602 |
Chief Executive Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Salary and bonus payable | 946,493 | 935,831 |
Chief Financial Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Salary and bonus payable | $ 263,694 | $ 257,771 |