Odyssey Group International (ODYY) 10-Q 22 Mar 24 2024 Q2 Quarterly report Financial data

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