Cover
Cover - shares | 6 Months Ended | |
Jan. 31, 2024 | Mar. 22, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jan. 31, 2024 | |
Document Fiscal Period Focus | Q2 | |
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 ($0.001 par value) | |
Trading Symbol | ODYY | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 96,359,763 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jan. 31, 2024 | Jul. 31, 2023 |
Current assets: | ||
Cash | $ 166,140 | $ 36,865 |
Research and development rebate due from the Australian government | 22,625 | 276,566 |
Prepaid expenses and other current assets | 70,715 | 92,457 |
Total current assets | 259,480 | 405,888 |
Intangible assets, net of accumulated amortization of $0 and $5,376 | 0 | 49,905 |
Investment | 13,790,403 | 0 |
Total assets | 14,049,883 | 455,793 |
Current liabilities: | ||
Accounts payable | 1,265,579 | 1,797,656 |
Accrued wages | 1,352,478 | 1,402,348 |
Accrued interest | 151,250 | 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 $149,529 and $280,340 | 1,385,138 | 2,019,660 |
Total current liabilities | 5,379,471 | 6,611,722 |
Commitments and contingencies (Note 12) | ||
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, 94,433,050 and 79,067,879 shares issued and outstanding | 94,434 | 79,068 |
Additional paid-in-capital | 55,997,277 | 53,862,378 |
Accumulated deficit | (47,421,299) | (60,097,375) |
Total stockholders' equity (deficit) | 8,670,412 | (6,155,929) |
Total liabilities and stockholders' equity deficit | $ 14,049,883 | $ 455,793 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Jan. 31, 2024 | Jul. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Net of accumulated amortization | $ 0 | $ 5,376 |
Unamortized debt discount | $ 149,529 | $ 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 | 94,433,050 | 79,067,879 |
Common stock, shares outstanding | 94,433,050 | 79,067,879 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
Income Statement [Abstract] | ||||
In-process research and development expense | $ 0 | $ 170,000 | $ 0 | $ 170,000 |
Research and development expense | 42,765 | 3,889 | 65,766 | 358,104 |
Stock-based compensation | 677,391 | 659,777 | 1,000,188 | 1,439,667 |
General and administrative expense | 437,274 | 652,826 | 938,716 | 1,596,525 |
Loss from operations | (1,157,430) | (1,486,492) | (2,004,670) | (3,564,296) |
Gain on sale of asset | 15,900,687 | 0 | 16,400,687 | 0 |
Investment revaluation | (1,332,980) | (1,332,980) | ||
Interest expense | (141,601) | (194,191) | (332,462) | (265,493) |
Other income, net | 8,890 | 8,955 | 8,956 | 8,481 |
Net income (loss) | 13,277,566 | (1,671,728) | 12,739,531 | (3,821,308) |
Deemed dividend | (63,455) | 0 | (63,455) | 0 |
Net income (loss) attributable to common stockholders | $ 13,214,111 | $ (1,671,728) | $ 12,676,076 | $ (3,821,308) |
Basic net income (loss) per share | $ 0.14 | $ (0.02) | $ 0.14 | $ (0.05) |
Diluted net income (loss) per share | $ 0.12 | $ (0.02) | $ 0.12 | $ (0.05) |
Shares used for basic net income (loss) per share | 91,975,356 | 81,784,549 | 89,879,237 | 81,616,937 |
Shares used for diluted net income (loss) per share | 114,056,382 | 81,784,549 | 112,043,228 | 81,616,937 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jul. 31, 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 reserved shares | $ (8,800) | 8,800 | ||
Return of reserved shares, shares | (8,800,000) | |||
Net loss | (2,149,580) | (2,149,580) | ||
Ending balance, value at Oct. 31, 2022 | $ 71,995 | 50,871,742 | (56,327,534) | (5,383,797) |
Ending balance, shares at Oct. 31, 2022 | 71,994,154 | |||
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 | |||
Net loss | (3,821,308) | |||
Deemed dividend | 0 | |||
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 | |||
Common stock issued in equity financings | $ 1,100 | 199,220 | 200,320 | |
Common stock issued in equity financings, 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 | |||
Warrants issued in debt financing | 345,135 | 345,135 | ||
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 | |||
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 in debt financing | $ 656 | 78,039 | 78,695 | |
Common stock issued in debt financing, 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 | |||
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 | |||
Net loss | 12,739,531 | |||
Deemed dividend | 63,455 | |||
Ending balance, value at Jan. 31, 2024 | $ 94,434 | 55,997,277 | (47,421,299) | 8,670,412 |
Ending balance, shares at Jan. 31, 2024 | 94,433,050 | |||
Beginning balance, value at Oct. 31, 2023 | $ 81,734 | 54,335,403 | (60,635,410) | (6,218,273) |
Beginning balance, shares at Oct. 31, 2023 | 81,734,061 | |||
Stock-based compensation | 677,391 | 677,391 | ||
Conversion of RSUs | $ 1,500 | (1,500) | ||
Conversion of RSUs, shares | 1,500,000 | |||
Common stock issued in debt financing | $ 11,100 | 912,828 | 923,928 | |
Common stock issued in debt financing, shares | 11,098,989 | |||
Common stock issued in equity financings | $ 100 | 9,700 | 9,800 | |
Common stock issued in equity financings, shares | 100,000 | |||
Net loss | 13,277,566 | 13,277,566 | ||
Deemed dividend | 63,455 | (63,455) | ||
Ending balance, value at Jan. 31, 2024 | $ 94,434 | $ 55,997,277 | $ (47,421,299) | $ 8,670,412 |
Ending balance, shares at Jan. 31, 2024 | 94,433,050 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 12,739,531 | $ (3,821,308) |
Adjustments to reconcile net income (loss) to net cash flows used in operating activities: | ||
Amortization | 1,538 | 1,508 |
Stock-based compensation | 1,000,119 | 1,828,536 |
Gain on sale of asset | (16,400,687) | 0 |
Investment revaluation | 1,332,980 | |
Financing costs paid via issuance of common stock | 8,750 | 0 |
Amortization of beneficial conversion feature, debt discount and closing costs | 219,258 | 246,122 |
In-process research and development | 0 | 170,000 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in prepaid expenses and other current assets | 21,742 | (7,479) |
Decrease in research and development rebate due | 253,941 | 83,497 |
Increase (decrease) in accounts payable | (206,404) | 164,452 |
Increase (decrease) in accrued wages | (49,870) | 128,483 |
Increase in accrued interest | 111,660 | 17,587 |
Net cash used in operating activities | (967,442) | (1,188,602) |
Cash flows from investing activities: | ||
Cash proceeds from sale of assets | 1,000,000 | 0 |
Purchase of intellectual property | 0 | (8,038) |
Net cash provided by (used in) investing activities | 1,000,000 | (8,038) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 350,000 | 830,400 |
Principal payments made on notes payable | (274,896) | (35,000) |
Interest payments made on notes payable | (34,007) | |
Financing closing costs paid with cash | 0 | (76,532) |
Proceeds from equity financing | 55,620 | 441,030 |
Net cash provided by financing activities | 96,717 | 1,159,898 |
Increase (decrease) in cash and cash equivalents | 129,275 | (36,742) |
Cash and cash equivalents: | ||
Beginning of period | 36,865 | 72,534 |
End of period | 166,140 | 35,792 |
Supplemental disclosure of cash information: | ||
Cash paid for interest | 34,007 | 0 |
Supplemental disclosure of non-cash information: | ||
Common stock issued to settle notes payable | 993,872 | 300,000 |
Increase in principal of notes payable | 60,000 | 165,000 |
Shares issued for exercised warrants | 1,610 | 0 |
Shares returned to treasury | 100 | 8,800 |
Deemed dividend | 63,455 | 0 |
Original issue discount on debt | 0 | 69,600 |
Stock issued in exchange for closing costs | 0 | 13,443 |
Warrants issued in connection with debt financing | 28,448 | 345,135 |
Common stock issued in option purchase agreement | $ 0 | $ 170,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2024 | Oct. 31, 2023 | Jan. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2024 | Jan. 31, 2023 | |
Pay vs Performance Disclosure [Table] | ||||||
Net Income (Loss) Attributable to Parent | $ 13,277,566 | $ (538,035) | $ (1,671,728) | $ (2,149,580) | $ 12,739,531 | $ (3,821,308) |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended | 17 Months Ended |
Jan. 31, 2024 | Dec. 31, 2024 | |
Trading Arrangements, by Individual [Table] | ||
Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation, Nature o
Basis of Presentation, Nature of Operations and Going Concern | 6 Months Ended |
Jan. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [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 condensed consolidated financial information of Odyssey Health, Inc. and our wholly-owned subsidiary Odyssey Group International Australia, Pty Ltd, (“Odyssey”) 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, 2023, is derived from our 2023 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 2023 Annual Report on Form 10-K filed with the SEC on October 30, 2023. 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, 2024, from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2023. 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 two different technologies in research and development; the CardioMap® heart monitoring and screening device, and the Save a Life choking rescue device. On October 4, 2023, we entered into an Asset Sale Agreement (the “Agreement”) with Oragenics, Inc. (“Oragenics”). The closing of the Agreement was completed on December 28, 2023, Pursuant to the Agreement, we sold and assigned certain assets and certain liabilities related to the treatment of brain related illnesses and diseases (the “Assets”) to Oragenics in exchange for (i) $1,000,000 in cash; (ii) 8,000,000 shares of convertible Series F Preferred Stock; and (iii) the assumption by Oragenics of $325,672 of our accounts payable. See Note 4. 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 require further 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 six months ended January 31, 2024, and we had an accumulated deficit of $ 47,421,299 166,140 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 22, 2025, we will adjust our business plan. 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, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncement | Note 2. New Accounting Pronouncement ASU 2020-06 In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 early adopted ASU 2020-06 for our fiscal year ending July 31, 2024. The adoption of ASU 2020-06 did not have any effect on our financial position, results of operations or cash flows except for the calculation of diluted earnings per share. ASU 2023-09 In December 2023, the FASB issued ASU 2023-09, Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. We are currently evaluating this ASU to determine its impact on our disclosures. |
Schedule of amortization expens
Schedule of amortization expense | 6 Months Ended |
Jan. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of amortization expense | 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, 2024 2023 2024 2023 Amortization expense $ 594 $ 754 $ 1,538 $ 1,508 All intangible assets were sold in the second quarter of fiscal 2024. See Note 4. |
Asset Sale Agreement with Orage
Asset Sale Agreement with Oragenics, Inc. | 6 Months Ended |
Jan. 31, 2024 | |
Asset Sale Agreement With Oragenics Inc. | |
Asset Sale Agreement with Oragenics, Inc. | Note 4. Asset Sale Agreement with Oragenics, Inc. On October 4, 2023, we entered into an Asset Sale Agreement (the “Agreement”) with Oragenics, which closed on December 28, 2023. Pursuant to the Agreement, we sold and assigned certain assets and certain liabilities related to the treatment of brain related illnesses and diseases (the “Assets”) to Oragenics in exchange for (i) $1,000,000 in cash; (ii) 8,000,000 shares of convertible Series F preferred stock; and (iii) the assumption of $325,672 of our accounts payable. The total value of consideration received was $16,400,687. The Assets include drug candidates for treating mild traumatic brain injury (“mTBI”), also known as concussion, and for treating Niemann Pick Disease Type C (“NPC”), as well as our proprietary powder formulation and its nasal delivery device. We received $ 500,000 500,000 8,000,000 511,308 511,308 Prior to closing, we were required to obtain the consent of Mast Hill Fund, L.P (“Mast Hill”) to consummate the closing of the Agreement. As part of the consent, we entered into a pledge agreement with Mast Hill granting a security interest in 154,545 The remaining shares of convertible Series F preferred stock will convert upon Oragenics shareholder approval and upon certain listing and change in control criteria being achieved. In addition, at our option, we are allowed to convert additional shares of the Series F preferred stock as long as we do not own a total of more than 19.9% of the then outstanding Oragenics common stock. Investment Valuation The common stock of Oragenics is valued quarterly based on their common stock price as reported by the NYSE American stock exchange reduced by an implied discount calculated using the Black-Scholes pricing model. The Series F preferred stock is carried at cost and reviewed at least annually or more often is there are indications of impairment. Cost was determined utilizing the Black-Scholes pricing model inputs of (i) expected volatility of 79.4% 5.6% six months 25% See also Note 5. |
Fair Value
Fair Value | 6 Months Ended |
Jan. 31, 2024 | |
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 six months ended January 31, 2024 or the year ended July 31, 2023. 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, 2024. Our financial instruments that are carried at fair value consist of our common stock of Oragenics as follows: Schedule of financial instruments carried at fair value January 31, 2024 Equity-method investment Level 1 Level 2 Level 3 Total Oragenics common stock $ – $ 834,966 $ – $ 834,966 Valuation of Oragenics Common Stock Our 511,308 shares of Oragenics common stock were valued at $1.63 per share based a discount to the closing stock price of Oragenics common stock which was $2.30 per share at January 31, 2024 as quoted on the NYSE American. The discount was determined using a Black-Scholes pricing model with the following assumptions: Schedule of assumptions Expected stock price volatility 113.97% Risk free interest rate 5.29% Expected life .41 Expected dividend yield – Implied discount 29% There were no financial instruments carried at fair value at July 31, 2023. Contingent Liabilities At January 31, 2024 and July 31, 2023, 250,000 We also had contingent consideration at January 31, 2024 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 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 Condensed 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 January 31, 2024 July 31, 2023 Carrying value $ 1,634,667 $ 2,425,000 Fair value $ 1,634,667 $ 2,425,000 |
Debt
Debt | 6 Months Ended |
Jan. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Note 6. Debt LGH Investments, LLC On December 30, 2023, we entered into Amendment No. 7 (the “Amendment”) to the Convertible Promissory Note (the “Note”) to the Securities Purchase Agreement dated April 5, 2021, with LGH Investments, LLC (“LGH”). Pursuant to the Amendment, the maturity date of the note was extended to June 30, 2024. As consideration, $60,000 was added to the principal amount outstanding. In addition, Section (3)(d)(ii) was redefined to allow us to prepay the Note at any time by providing LGH notice of our intent to prepay the outstanding amounts due under the Note. Once we provide notice of our intent to prepay, then LGH shall have the sole option to convert any amounts due under the Note for 30 days prior to us making payment. If LGH does not elect to make a conversion within the 30 days, we ll tender the full amount in the prepayment notice by paying 110% of the total outstanding balance including all principal, defaults and interest to LGH within 5 calendar days. If LGH has previously provided a notice of conversion to us, we may not prepay any of the amount included in such notice. All other terms and conditions remain the same. On August 28, 2023, we paid LGH $ 30,000 50,000 Following this amendment and these payments, at January 31, 2024 there was $ 1,035,000 132,595 1,055,000 89,781 ClearThink Capital Partners, LLC On December 20, 2023, ClearThink Capital Partners, LLC (“ClearThink”) exercised their option to convert their convertible note payable of $ 175,000 20,000 975,000 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 for total proceeds of $ 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. All other terms and conditions remain the same. On January 31, 2024, 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, June 30, 2023, November 1, 2023, and January 31, 2024, with two directors and two officers. Pursuant to the Amendments, the maturity date of the Promissory Notes was extended to July 31, 2024 and a waiver in the event of default was added and extended to the maturity date. All other terms and conditions remain the same. At January 31, 2024 and July 31, 2023, we had $ 16,875 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. 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 June 15, 2023, Mast Hill converted $ 40,250 1,750 560,000 On August 7, 2023, Mast Hill converted their outstanding warrant exercisable for 2,000,000 1,610,390 Due to the remaining 5,000,000 Mast Hill warrants containing a down-round provision, which was triggered prior to July 31, 2023, we issued an additional 12,444,445 0.072 63,455 On September 13, 2023, we paid Mast Hill $ 100,000 26,382 126,382 On October 6, 2023, we paid Mast Hill $ 44,896 5,167 50,000 On October 9, 2023, Mast Hill converted $ 47,653 637 1,750 417,000 On November 6, 2023, Mast Hill converted $ 42,710 5,580 1,750 50,040 695,000 On November 29, 2023, Mast Hill converted $ 43,975 4,315 1,750 50,040 695,000 On December 13, 2023, we paid Mast Hill $ 50,000 2,458 52,458 On December 22, 2023, Mast Hill converted $ 46,833 1,457 1,750 50,040 695,000 On January 18, 2024, Mast Hill converted $ 44,266 4,024 1,750 50,040 695,000 Following these repayments and conversions, at January 31, 2024, there was $ 499,667 1,780 Accredited Investors Note Purchase Agreement On July 7, 2023, we received a $ 150,000 500,000 350,000 On December 29, 2023, the two accredited investors provided notice to convert their NPA. On January 26, 2024, we converted $ 500,000 28,767 528,767 7,343,989 Notes Payable The following notes payable were outstanding: Schedule of notes payable January 31, 2024 July 31, 2023 Convertible note issued to LGH due June 30, 2024, with a set interest amount of $84,000 through July 7, 2023, then an interest rate of 8.0% per annum of outstanding principal and convertible at $0.12 per share $ 1,035,000 $ 1,055,000 Promissory notes issued to officers and directors due July 31, 2024, with an interest rate of 8.0% per annum and convertible at $0.12 per share 100,000 125,000 Note purchase agreement issued to two accredited investors due August 15, 2024, with an interest rate of 12% per annum – 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 Mast Hill convertible promissory note due December 13, 2024, with an interest rate of 10% per annum and convertible at $0.072 per share 499,667 920,000 1,634,667 2,425,000 Unamortized beneficial conversion feature, debt discount and closing costs (149,529 ) (280,340 ) $ 1,485,138 $ 2,144,660 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jan. 31, 2024 | |
Equity [Abstract] | |
Stock-Based Compensation | Note 7. Stock-Based Compensation 2021 Omnibus Stock Incentive Plan At January 31, 2024, 17,975,000 Stock Options Stock option activity during the six months ended January 31, 2024, was as follows: Schedule of stock option activity Number of Weighted Average Options Exercise Price Options outstanding at July 31, 2023 11,795,000 $ 0.34 Options granted 3,775,000 0.10 Options expired or cancelled (750,000 ) 0.26 Options outstanding at January 31, 2024 14,820,000 $ 0.26 All 3,775,000 Criteria used for determining the Black-Scholes value of options granted during the six months ended January 31, 2024 were as follows: Schedule of black scholes value of options granted Expected stock price volatility 147 156 Risk free interest rate 3.84 4.62 Expected life of options (years) 5 10 Expected dividend yield – Restricted Stock Units (“RSUs”) RSU activity during the six months ended January 31, 2024 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 (3,055,554 ) 0.28 RSUs outstanding at January 31, 2024 – Warrants Warrant activity during the six months ended January 31, 2024 was as follows: Schedule of warrant activity Number of Warrants Weighted Average Exercise Price Warrants outstanding at July 31, 2023 14,558,607 $ 0.50 Warrants issued 12,444,445 0.07 Warrants exercised (2,000,000 ) 0.08 Warrants outstanding at January 31, 2024 25,003,052 $ 0.25 During the year ended July 31, 2023, we issued warrants which contained a down-round provision. The provision was triggered, resulting in the issuance of an additional 12,444,445 warrants during the period ended January 31, 2024. See Note 6 for additional information. Unrecognized Compensation Costs At January 31, 2024, we had unrecognized stock-based compensation of $ 278,680 0.22 |
Research and Development Rebate
Research and Development Rebate | 6 Months Ended |
Jan. 31, 2024 | |
Research and Development [Abstract] | |
Research and Development Rebate | Note 8. 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 rebate Three Months Ended January 31, Six Months Ended January 31, 2024 2023 2024 2023 Research and development expense offset $ 41,044 $ 592 $ 53,578 $ 323,263 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jan. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 9. Earnings Per Share Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and stock awards. Schedule of earnings per share Three Months Ended Six Months Ended 2024 2023 2024 2023 Net income attributable to common stockholders used for basic earnings (loss) per share $ 13,214,111 $ (1,671,728 ) $ 12,676,076 $ (3,821,308 ) Add back convertible debt interest 52,946 – 111,659 – Add back convertible debt amortization 87,597 – 219,259 – Plus: deemed dividend 63,455 – 63,455 – Net income attributable to common stockholders used for diluted earnings (loss) per share calculations $ 13,418,109 $ (1,671,728 ) $ 13,070,449 $ (3,821,308 ) Weighted average outstanding shares of common stock used for basic earnings (loss) per share 91,975,356 81,784,549 89,879,237 81,616,937 Dilutive effect of convertible debt 17,668,458 – 17,668,458 – Dilutive effect of warrants 4,249,826 – 4,249,826 – Dilutive effect of stock options 162,742 – 245,707 – Common stock and common stock equivalents used for diluted earnings (loss) per share 114,056,382 81,784,549 112,043,228 81,616,937 Earnings Per Share Basic $ 0.14 $ (0.02 ) $ 0.14 $ (0.05 ) Diluted $ 0.12 $ (0.02 ) $ 0.12 $ (0.05 ) The following anti-dilutive securities were excluded from the calculations of diluted net loss per share: Schedule of anti-dilutive securities Three Months Ended January 31, Six Months Ended January 31, 2024 2023 2024 2023 Options to purchase common stock 14,045,000 10,120,000 13,795,000 10,120,000 Shares issuable upon conversion of convertible notes and related accrued interest – 14,428,333 – 14,428,333 Warrants to purchase common stock 7,558,607 13,558,607 7,558,607 13,558,607 Unvested restricted stock units – 3,822,222 – 3,822,222 Total potentially dilutive securities 21,603,607 41,929,162 21,153,607 41,929,162 |
Common Stock
Common Stock | 6 Months Ended |
Jan. 31, 2024 | |
Equity [Abstract] | |
Common Stock | Note 10. Common Stock Lincoln Park Lincoln Park Capital Fund, LLC (“LPC”) purchased 600,000 55,620 Mast Hill On August 7, 2023, Mast Hill converted their outstanding warrant exercisable for 2,000,000 1,610,390 During the first six months of 2024, Mast Hill converted a total of $ 225,437 16,013 8,750 3,197,000 Return of Shares On August 24, 2023, ClearThink voluntarily returned 100,000 Convertible Notes Payable On October 19, 2023, John Gandolfo, former director, exercised his option to convert his convertible note of $ 25,000 3,655 238,792 On December 29, 2023, ClearThink exercised their option to convert their convertible note payable of $ 175,000 20,000 975,000 Accredited Investors Note Purchase Agreement On December 29, 2023, the accredited investors provided notice to convert their notes. On January 26, 2024, we converted a total of $ 500,000 28,767 528,767 7,343,989 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jan. 31, 2024 | |
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 Condensed Consolidated Balance Sheets: Schedule of related party payables January 31, 2024 July 31, 2023 Joseph M. Redmond, CEO $ 21 $ 668 Christine Farrell, CFO 1,726 1,633 $ 1,747 $ 2,301 The amount of unpaid salary and bonus due to our officers was included in accrued wages within the accompanying Condensed Consolidated Balance Sheets and was as follows: Schedule of accrued wages January 31, 2024 July 31, 2023 Joseph M. Redmond, CEO $ 944,969 $ 935,831 Christine Farrell, CFO 262,848 257,771 $ 1,207,817 $ 1,193,602 Promissory Notes See Note 6 for a discussion of promissory notes payable to officers and directors. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jan. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and Contingencies We are a party to a 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. 20,000 20,000 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jan. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13. Subsequent Events Promissory Note On February 13, 2024, we entered into a six-month promissory note for $50,000, with Jonathan Lutz, an accredited investor, with an interest rate of 10% per annum and due August 11, 2024, convertible into Oragenics common shares held by the Company at $2.50 per share. Mast Hill Amendment On March 13, 2024, we entered into Amendment No. 2 to the Securities Purchase Agreement dated December 13, 2022, with Mast Hill. Pursuant to the Amendment, the parties agreed to move the $200,000 amortization payment due March 13, 2024 to September 13, 2024, and the maturity date to December 13, 2024. On March 14, 2024, Mast Hill exercised a cashless warrant for 2,778,778 shares of our common stock at an exercise price of $0.072 per share, which resulted in the issuance of 1,926,713 shares of our common stock. Following this exercise, Mast Hill had warrants exercisable for 14,666,667 shares of our common stock at $0.072 per share. |
Basis of Presentation, Nature_2
Basis of Presentation, Nature of Operations and Going Concern (Policies) | 6 Months Ended |
Jan. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial information of Odyssey Health, Inc. and our wholly-owned subsidiary Odyssey Group International Australia, Pty Ltd, (“Odyssey”) 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, 2023, is derived from our 2023 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 2023 Annual Report on Form 10-K filed with the SEC on October 30, 2023. 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 | Significant Accounting Policies Our significant accounting policies have not changed during the six months ended January 31, 2024, from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2023. |
Nature of Operations | 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 two different technologies in research and development; the CardioMap® heart monitoring and screening device, and the Save a Life choking rescue device. On October 4, 2023, we entered into an Asset Sale Agreement (the “Agreement”) with Oragenics, Inc. (“Oragenics”). The closing of the Agreement was completed on December 28, 2023, Pursuant to the Agreement, we sold and assigned certain assets and certain liabilities related to the treatment of brain related illnesses and diseases (the “Assets”) to Oragenics in exchange for (i) $1,000,000 in cash; (ii) 8,000,000 shares of convertible Series F Preferred Stock; and (iii) the assumption by Oragenics of $325,672 of our accounts payable. See Note 4. 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 require further 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 | Going Concern We did not recognize any revenues for the year ended July 31, 2023, or the six months ended January 31, 2024, and we had an accumulated deficit of $ 47,421,299 166,140 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 22, 2025, we will adjust our business plan. Given our recurring losses, negative cash flow, and accumulated deficit, there is substantial doubt about our ability to continue as a going concern. |
Schedule of amortization expe_2
Schedule of amortization expense (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Schedule of amortization expense Three Months Ended January 31, Six Months Ended January 31, 2024 2023 2024 2023 Amortization expense $ 594 $ 754 $ 1,538 $ 1,508 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial instruments carried at fair value | Schedule of financial instruments carried at fair value January 31, 2024 Equity-method investment Level 1 Level 2 Level 3 Total Oragenics common stock $ – $ 834,966 $ – $ 834,966 Valuation of Oragenics Common Stock Our 511,308 shares of Oragenics common stock were valued at $1.63 per share based a discount to the closing stock price of Oragenics common stock which was $2.30 per share at January 31, 2024 as quoted on the NYSE American. The discount was determined using a Black-Scholes pricing model with the following assumptions: |
Schedule of assumptions | Schedule of assumptions Expected stock price volatility 113.97% Risk free interest rate 5.29% Expected life .41 Expected dividend yield – Implied discount 29% |
Schedule of fixed rate long term debt | Schedule of fixed rate long term debt January 31, 2024 July 31, 2023 Carrying value $ 1,634,667 $ 2,425,000 Fair value $ 1,634,667 $ 2,425,000 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Schedule of notes payable January 31, 2024 July 31, 2023 Convertible note issued to LGH due June 30, 2024, with a set interest amount of $84,000 through July 7, 2023, then an interest rate of 8.0% per annum of outstanding principal and convertible at $0.12 per share $ 1,035,000 $ 1,055,000 Promissory notes issued to officers and directors due July 31, 2024, with an interest rate of 8.0% per annum and convertible at $0.12 per share 100,000 125,000 Note purchase agreement issued to two accredited investors due August 15, 2024, with an interest rate of 12% per annum – 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 Mast Hill convertible promissory note due December 13, 2024, with an interest rate of 10% per annum and convertible at $0.072 per share 499,667 920,000 1,634,667 2,425,000 Unamortized beneficial conversion feature, debt discount and closing costs (149,529 ) (280,340 ) $ 1,485,138 $ 2,144,660 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
Equity [Abstract] | |
Schedule of stock option activity | Schedule of stock option activity Number of Weighted Average Options Exercise Price Options outstanding at July 31, 2023 11,795,000 $ 0.34 Options granted 3,775,000 0.10 Options expired or cancelled (750,000 ) 0.26 Options outstanding at January 31, 2024 14,820,000 $ 0.26 |
Schedule of black scholes value of options granted | Schedule of black scholes value of options granted Expected stock price volatility 147 156 Risk free interest rate 3.84 4.62 Expected life of options (years) 5 10 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 (3,055,554 ) 0.28 RSUs outstanding at January 31, 2024 – |
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 issued 12,444,445 0.07 Warrants exercised (2,000,000 ) 0.08 Warrants outstanding at January 31, 2024 25,003,052 $ 0.25 |
Research and Development Reba_2
Research and Development Rebate (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
Research and Development [Abstract] | |
Schedule of research and development rebate | Schedule of research and development rebate Three Months Ended January 31, Six Months Ended January 31, 2024 2023 2024 2023 Research and development expense offset $ 41,044 $ 592 $ 53,578 $ 323,263 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | Schedule of earnings per share Three Months Ended Six Months Ended 2024 2023 2024 2023 Net income attributable to common stockholders used for basic earnings (loss) per share $ 13,214,111 $ (1,671,728 ) $ 12,676,076 $ (3,821,308 ) Add back convertible debt interest 52,946 – 111,659 – Add back convertible debt amortization 87,597 – 219,259 – Plus: deemed dividend 63,455 – 63,455 – Net income attributable to common stockholders used for diluted earnings (loss) per share calculations $ 13,418,109 $ (1,671,728 ) $ 13,070,449 $ (3,821,308 ) Weighted average outstanding shares of common stock used for basic earnings (loss) per share 91,975,356 81,784,549 89,879,237 81,616,937 Dilutive effect of convertible debt 17,668,458 – 17,668,458 – Dilutive effect of warrants 4,249,826 – 4,249,826 – Dilutive effect of stock options 162,742 – 245,707 – Common stock and common stock equivalents used for diluted earnings (loss) per share 114,056,382 81,784,549 112,043,228 81,616,937 Earnings Per Share Basic $ 0.14 $ (0.02 ) $ 0.14 $ (0.05 ) Diluted $ 0.12 $ (0.02 ) $ 0.12 $ (0.05 ) |
Schedule of anti-dilutive securities | Schedule of anti-dilutive securities Three Months Ended January 31, Six Months Ended January 31, 2024 2023 2024 2023 Options to purchase common stock 14,045,000 10,120,000 13,795,000 10,120,000 Shares issuable upon conversion of convertible notes and related accrued interest – 14,428,333 – 14,428,333 Warrants to purchase common stock 7,558,607 13,558,607 7,558,607 13,558,607 Unvested restricted stock units – 3,822,222 – 3,822,222 Total potentially dilutive securities 21,603,607 41,929,162 21,153,607 41,929,162 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jan. 31, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of related party payables | Schedule of related party payables January 31, 2024 July 31, 2023 Joseph M. Redmond, CEO $ 21 $ 668 Christine Farrell, CFO 1,726 1,633 $ 1,747 $ 2,301 |
Schedule of accrued wages | Schedule of accrued wages January 31, 2024 July 31, 2023 Joseph M. Redmond, CEO $ 944,969 $ 935,831 Christine Farrell, CFO 262,848 257,771 $ 1,207,817 $ 1,193,602 |
Basis of Presentation, Nature_3
Basis of Presentation, Nature of Operations and Going Concern (Details Narrative) - USD ($) | Jan. 31, 2024 | Jul. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 47,421,299 | $ 60,097,375 |
Cash | $ 166,140 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of Intangible Assets | $ 594 | $ 754 | $ 1,538 | $ 1,508 |
Asset Sale Agreement with Ora_2
Asset Sale Agreement with Oragenics, Inc. (Details Narrative) - USD ($) | 3 Months Ended | |||
Dec. 28, 2023 | Dec. 11, 2023 | Oct. 04, 2023 | Jan. 31, 2024 | |
Oragenics Series F Preferred Stock [Member] | Measurement Input, Price Volatility [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Implied discount rate | 79.4% | |||
Oragenics Series F Preferred Stock [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Implied discount rate | 5.6% | |||
Oragenics Series F Preferred Stock [Member] | Measurement Input, Expected Term [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Implied discount rate | six months | |||
Oragenics Series F Preferred Stock [Member] | Measurement Input, Discount Rate [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Implied discount rate | 25% | |||
Oragenics Asset Purchase Agreement [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Noncash or Part Noncash Divestiture, Description | On October 4, 2023, we entered into an Asset Sale Agreement (the “Agreement”) with Oragenics, which closed on December 28, 2023. Pursuant to the Agreement, we sold and assigned certain assets and certain liabilities related to the treatment of brain related illnesses and diseases (the “Assets”) to Oragenics in exchange for (i) $1,000,000 in cash; (ii) 8,000,000 shares of convertible Series F preferred stock; and (iii) the assumption of $325,672 of our accounts payable. The total value of consideration received was $16,400,687. | |||
Proceeds from Divestiture of Businesses | $ 500,000 | $ 500,000 | ||
Oragenics Asset Purchase Agreement [Member] | Mast Hill [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Security interest | $ 154,545 | |||
Oragenics Asset Purchase Agreement [Member] | Oragenics Series F Preferred Stock [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
[custom:PreferredStockReceivedShares-0] | 8,000,000 | |||
Conversion of Stock, Shares Converted | 511,308 | |||
Oragenics Asset Purchase Agreement [Member] | Oragenics Restricted Common Stock [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Conversion of Stock, Shares Issued | 511,308 |
Fair Value (Details - financial
Fair Value (Details - financial instruments carried at fair value) - Oragenics common stock [Member] | Jan. 31, 2024 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity method investment | $ 834,966 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity method investment | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity method investment | 834,966 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity method investment | $ 0 |
Fair Value (Details - Assumptio
Fair Value (Details - Assumptions) - Oragenics common stock [Member] | 3 Months Ended |
Jan. 31, 2024 | |
Measurement Input, Price Volatility [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Implied discount | 113.97% |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Implied discount | 5.29% |
Measurement Input, Expected Term [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Implied discount | .41 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Implied discount | |
Measurement Input, Discount Rate [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Implied discount | 29% |
Fair Value (Details - fixed rat
Fair Value (Details - fixed rate long term debt) - USD ($) | Jan. 31, 2024 | Jul. 31, 2023 |
Fair Value Disclosures [Abstract] | ||
Carrying value | $ 1,634,667 | $ 2,425,000 |
Fair value | $ 1,634,667 | $ 2,425,000 |
Fair Value (Details Narrative)
Fair Value (Details Narrative) - USD ($) | Jan. 31, 2024 | Jul. 31, 2023 |
Intellectual Property Related To Medical Device [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
Contingent consideration | $ 250,000 | $ 250,000 |
Debt (Details)
Debt (Details) - USD ($) | Jan. 31, 2024 | Jul. 31, 2023 |
Debt Instrument [Line Items] | ||
Notes payable | $ 1,634,667 | $ 2,425,000 |
Unamortized beneficial conversion feature, debt discount and closing costs | (149,529) | (280,340) |
Notes payable current | 1,485,138 | 2,144,660 |
Convertible Notes [Member] | L G H Investments L L C [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 1,035,000 | 1,055,000 |
Promissory Notes [Member] | Officers And Directors [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 100,000 | 125,000 |
Promissory Notes [Member] | Clear Think [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 0 | 175,000 |
Promissory Notes [Member] | Mast Hill Fund L P [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 499,667 | 920,000 |
Note Purchase Agreement [Member] | Two Accredited Investor [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 0 | $ 150,000 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||
Jan. 26, 2024 | Jan. 18, 2024 | Dec. 29, 2023 | Dec. 22, 2023 | Dec. 20, 2023 | Dec. 15, 2023 | Dec. 13, 2023 | Nov. 29, 2023 | Nov. 06, 2023 | Oct. 19, 2023 | Oct. 09, 2023 | Oct. 06, 2023 | Sep. 13, 2023 | Aug. 28, 2023 | Aug. 07, 2023 | Jul. 31, 2023 | Jul. 07, 2023 | Jun. 15, 2023 | Jun. 13, 2023 | Dec. 13, 2022 | Jan. 31, 2024 | Jul. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Accrued interest | $ 142,032 | $ 151,250 | ||||||||||||||||||||
Directors And Officers Promissory Notes [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Advance from related party | $ 125,000 | |||||||||||||||||||||
Proceeds from related parties | 8% | |||||||||||||||||||||
Maturity date | Jul. 31, 2024 | |||||||||||||||||||||
Promissory Notes [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Accrued interest | 16,058 | $ 16,875 | ||||||||||||||||||||
Clear Think [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Converted interest | $ 175,000 | $ 175,000 | ||||||||||||||||||||
Debt converted, interest converted | $ 20,000 | $ 20,000 | ||||||||||||||||||||
Debt converted, shares issued | 975,000 | 975,000 | ||||||||||||||||||||
John Gandolfo [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Converted interest | $ 25,000 | |||||||||||||||||||||
Debt converted, interest converted | $ 3,655 | |||||||||||||||||||||
Debt converted, shares issued | 238,792 | |||||||||||||||||||||
Accredited Investor [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Advance from related party | $ 150,000 | |||||||||||||||||||||
Two Accredited Investors [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Advance from related party | 350,000 | |||||||||||||||||||||
Note Purchase Agreement [Member] | Accredited Investor [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Advance from related party | $ 500,000 | |||||||||||||||||||||
L G H Investments L L C [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Repayment of debt | $ 50,000 | $ 30,000 | ||||||||||||||||||||
Convertible debt outstanding | 1,055,000 | 1,035,000 | ||||||||||||||||||||
Accrued interest | $ 89,781 | 132,595 | ||||||||||||||||||||
Mast Hill Fund L P [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Repayment of debt | $ 50,000 | $ 44,896 | $ 100,000 | |||||||||||||||||||
Convertible debt outstanding | 499,667 | |||||||||||||||||||||
Accrued interest | $ 1,780 | |||||||||||||||||||||
Debt converted, shares issued | 7,343,989 | 695,000 | 695,000 | 695,000 | 695,000 | 417,000 | ||||||||||||||||
Debt converted, principal converted | $ 500,000 | $ 44,266 | $ 46,833 | $ 43,975 | $ 42,710 | $ 47,653 | ||||||||||||||||
Repayment of interest | 2,458 | 5,167 | 26,382 | |||||||||||||||||||
Debt converted, principal total | 528,767 | 50,040 | 50,040 | $ 52,458 | 50,040 | 50,040 | $ 50,000 | $ 126,382 | ||||||||||||||
Debt converted, interest converted | $ 28,767 | 4,024 | 1,457 | 4,315 | 5,580 | 637 | ||||||||||||||||
Debt converted, fees converted | $ 1,750 | $ 1,750 | $ 1,750 | $ 1,750 | $ 1,750 | |||||||||||||||||
Mast Hill Fund L P [Member] | Warrants [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Conversion of Stock, Shares Converted | 2,000,000 | |||||||||||||||||||||
Mast Hill Fund L P [Member] | Common Stock [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Conversion of Stock, Shares Issued | 1,610,390 | 3,197,000 | ||||||||||||||||||||
Mast Hill Fund L P [Member] | Common Stock [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Converted interest | $ 40,250 | |||||||||||||||||||||
Debt converted, shares issued | 560,000 | |||||||||||||||||||||
Debt converted, principal converted | $ 1,750 | |||||||||||||||||||||
Mast Hill Fund L P [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt face amount | $ 870,000 | |||||||||||||||||||||
Interest rate per annum | 10% | |||||||||||||||||||||
Proceeds from convertible debt | $ 723,868 | |||||||||||||||||||||
Mast Hill Fund L P [Member] | Securities Purchase Agreement [Member] | Carter Terry And Company [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Number of shares issued, shares | 213,725 | |||||||||||||||||||||
Number of shares issued, value | $ 13,443 | |||||||||||||||||||||
Mast Hill Fund L P [Member] | Securities Purchase Agreement [Member] | Amendment No 1 [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Convertible debt outstanding | $ 920,000 | |||||||||||||||||||||
Warrants issued | 1,000,000 | |||||||||||||||||||||
Increase in debt | $ 50,000 | |||||||||||||||||||||
Warrants issued, value | $ 28,448 | |||||||||||||||||||||
Mast Hill Fund L P [Member] | Securities Purchase Agreement [Member] | Purchase Warrant [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Warrants issued | 2,000,000 | |||||||||||||||||||||
Mast Hill Fund L P [Member] | Securities Purchase Agreement [Member] | Default Warrants [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Warrants issued | 4,000,000 | |||||||||||||||||||||
Mast Hill [Member] | Additional Warrants [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
[custom:WarrantsIssuedShares] | 12,444,445 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.072 | |||||||||||||||||||||
Warrants issued, value | $ 63,455 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details - Stock Option Activity) - Equity Option [Member] | 6 Months Ended |
Jan. 31, 2024 $ / 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 | 3,775,000 |
Weighted average exercise price granted | $ 0.10 |
Number of options expired or cancelled | shares | (750,000) |
Weighted average exercise price cancelled | $ 0.26 |
Number of options outstanding at ending | shares | 14,820,000 |
Weighted average exercise price at ending | $ 0.26 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details - Assumptions) - Equity Option [Member] | 6 Months Ended |
Jan. 31, 2024 | |
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 | 147% |
Risk free interest rate | 3.84% |
Expected life of options (years) | 5 years |
Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected stock price volatility | 156% |
Risk free interest rate | 4.62% |
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, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of RSUs outstanding, beginning balance | 3,055,554 |
Weighted average grant date exercise price RSUs | $ / shares | $ 0.28 |
Number of RSUs vested | (3,055,554) |
Weighted average grant date exercise price RSUs vested | $ / shares | $ 0.28 |
Number of RSUs outstanding, ending balance | 0 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details - Warrant Activity) - Warrant [Member] | 6 Months Ended |
Jan. 31, 2024 $ / 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, warrants outstanding | $ / shares | $ 0.50 |
Number of warrants issued | shares | 12,444,445 |
Weighted average exercise price, warrants issued | $ / shares | $ 0.07 |
Number of warrants exercised | shares | (2,000,000) |
Weighted average exercise price, warrants exercised | $ / shares | $ 0.08 |
Number of warrants outstanding at ending | shares | 25,003,052 |
Weighted average exercise price, warrants outstanding | $ / shares | $ 0.25 |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details Narrative) | 6 Months Ended |
Jan. 31, 2024 USD ($) shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized stock-based compensation | $ | $ 278,680 |
Weighted average remaining vesting period | 2 months 19 days |
Omnibus Stock Incentive Plan 2021 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares reserved | 17,975,000 |
Plan 2021 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options granted | 3,775,000 |
Research and Development Reba_3
Research and Development Rebate (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
Research and Development [Abstract] | ||||
Research and development expense offset | $ 41,044 | $ 592 | $ 53,578 | $ 323,263 |
Earnings Per Share (Details - E
Earnings Per Share (Details - Earnings per share) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
Earnings Per Share [Abstract] | ||||
Net income attributable to common stockholders used for basic earnings (loss) per share | $ 13,214,111 | $ (1,671,728) | $ 12,676,076 | $ (3,821,308) |
Add back convertible debt interest | 52,946 | 0 | 111,659 | 0 |
Add back convertible debt amortization | 87,597 | 0 | 219,259 | 0 |
Plus: deemed dividend | 63,455 | 0 | 63,455 | 0 |
Net income attributable to common stockholders used for diluted earnings (loss) per share calculations | $ 13,418,109 | $ (1,671,728) | $ 13,070,449 | $ (3,821,308) |
Weighted average outstanding shares of common stock used for basic earnings (loss) per share | 91,975,356 | 81,784,549 | 89,879,237 | 81,616,937 |
Dilutive effect of convertible debt | 17,668,458 | 0 | 17,668,458 | 0 |
Dilutive effect of warrants | 4,249,826 | 0 | 4,249,826 | 0 |
Dilutive effect of stock options | 162,742 | 0 | 245,707 | 0 |
Common stock and common stock equivalents used for diluted earnings (loss) per share | 114,056,382 | 81,784,549 | 112,043,228 | 81,616,937 |
Earnings Per Share | ||||
Basic | $ 0.14 | $ (0.02) | $ 0.14 | $ (0.05) |
Diluted | $ 0.12 | $ (0.02) | $ 0.12 | $ (0.05) |
Earnings Per Share (Details - A
Earnings Per Share (Details - Antidilutive securities) - shares | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities | 21,603,607 | 41,929,162 | 21,153,607 | 41,929,162 |
Options To Purchase Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities | 14,045,000 | 10,120,000 | 13,795,000 | 10,120,000 |
Shares Issuable Upon Conversion Of Convertible Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities | 0 | 14,428,333 | 0 | 14,428,333 |
Warrants To Purchase Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities | 7,558,607 | 13,558,607 | 7,558,607 | 13,558,607 |
Unvested Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities | 0 | 3,822,222 | 0 | 3,822,222 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 6 Months Ended | ||||||||||||||
Jan. 26, 2024 | Jan. 18, 2024 | Dec. 29, 2023 | Dec. 22, 2023 | Dec. 20, 2023 | Dec. 13, 2023 | Nov. 29, 2023 | Nov. 06, 2023 | Oct. 19, 2023 | Oct. 09, 2023 | Oct. 06, 2023 | Sep. 13, 2023 | Aug. 24, 2023 | Aug. 07, 2023 | Jan. 31, 2024 | |
Accredited Investors Note Purchase Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Debt converted, shares issued | 7,343,989 | ||||||||||||||
Debt converted, principal converted | $ 500,000 | ||||||||||||||
Debt converted, interest converted | 28,767 | ||||||||||||||
Debt converted, principal amount | $ 528,767 | ||||||||||||||
John Gandolfo [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Debt converted, amount converted | $ 25,000 | ||||||||||||||
Debt converted, interest amount | $ 3,655 | ||||||||||||||
Debt converted, shares issued | 238,792 | ||||||||||||||
Clear Think [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Debt converted, amount converted | $ 175,000 | $ 175,000 | |||||||||||||
Debt converted, interest amount | $ 20,000 | $ 20,000 | |||||||||||||
Debt converted, shares issued | 975,000 | 975,000 | |||||||||||||
Mast Hill Fund L P [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Conversion of stock, amount converted | $ 225,437 | ||||||||||||||
Conversion of stock, interest converted | 16,013 | ||||||||||||||
Conversion of stock, fees converted | $ 8,750 | ||||||||||||||
Debt converted, shares issued | 7,343,989 | 695,000 | 695,000 | 695,000 | 695,000 | 417,000 | |||||||||
Debt converted, principal converted | $ 500,000 | $ 44,266 | $ 46,833 | $ 43,975 | $ 42,710 | $ 47,653 | |||||||||
Debt converted, interest converted | 28,767 | 4,024 | 1,457 | 4,315 | 5,580 | $ 637 | |||||||||
Debt converted, principal amount | $ 528,767 | $ 50,040 | $ 50,040 | $ 52,458 | $ 50,040 | $ 50,040 | $ 50,000 | $ 126,382 | |||||||
Mast Hill Fund L P [Member] | Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants converted | 2,000,000 | ||||||||||||||
Mast Hill Fund L P [Member] | Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Conversion of stock, shares converted | 1,610,390 | 3,197,000 | |||||||||||||
Clear Think [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 | 600,000 | ||||||||||||||
Proceeds from sale of common stock | $ 55,620 |
Related Party Transactions (Det
Related Party Transactions (Details - Due to officers) - USD ($) | Jan. 31, 2024 | Jul. 31, 2023 |
Related Party Transaction [Line Items] | ||
Due to related party | $ 1,265,579 | $ 1,797,656 |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 1,747 | 2,301 |
Related Party [Member] | Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 21 | 668 |
Related Party [Member] | Chief Financial Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | $ 1,726 | $ 1,633 |
Related Party Transactions (D_2
Related Party Transactions (Details - Accrued Compensation) - USD ($) | Jan. 31, 2024 | Jul. 31, 2023 |
Related Party Transaction [Line Items] | ||
Salary and bonus payable | $ 1,207,817 | $ 1,193,602 |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Salary and bonus payable | 944,969 | 935,831 |
Chief Financial Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Salary and bonus payable | $ 262,848 | $ 257,771 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Dec. 09, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Capital consideration provided | $ 20,000 |
Substantial expense | $ 20,000 |