10. Related Party Transactions

12 Months Ended

Jul. 31, 2021

Related Party Transactions [Abstract]

Related Party Transactions

Note 10. Related Party Transactions

Due to Officers and Executives

The following amounts were due to our officers for reimbursement of expenses and were included in Accounts payable on our Balance Sheets:

	July 31,
	2021		2020
Joseph M. Redmond, CEO	$	2,568	$	2,304
Christine Farrell, CFO		–		25,598
	$	2,568	$	27,902

The amount of accrued salary due to Mr. Redmond for his services from November 2017 to July 2021 was included in Accrued wages on our Balance Sheet and was as follows:

Balance at July 31, 2019	$	181,538
Salary accrued		163,846
Payments made		(161,538	)
Balance at July 31, 2020		183,846
Salary accrued		–
Payments made		–
Balance at July 31, 2021	$	183,846

Accrued payroll from July 18, 2021 to July 31, 2021 of $13,846 which was paid on August 6, 2021, is not reflected above but is included as accrued wages on the balance sheet.

Related Party Transaction

In January 2021, we issued RSUs covering 4,000,000 shares of our common stock, with a value of $720,000, to two officers which vest equally over 36 months. These amounts are being expensed over the life of the awards and $140,000 was expensed to General and administrative expenses during the fiscal year ended July 31, 2021. As of July 31, 2021, $580,000 remained to be expensed in future periods.

Upon joining our Board, we have granted to each new director RSUs for 500,000 shares of our common stock. 200,000 shares vest upon becoming a Board member, 200,000 shares vest on the first anniversary and 100,000 shares vest on the second anniversary, subject to acceleration upon a corporate transaction, provided in each that the director is in the continuous service of the Company through the vesting event. The exception to this was the grant of one million shares of our common stock outright to Dr. Vanlandingham, who was appointed for a two-year period upon the signing of the Prevacus, Inc. Asset Purchase agreement on June 25, 2019. These amounts are being expensed over the life of the awards and $547,255 and $1,998,750, respectively, were expensed to General and administrative expense in fiscal 2021 and 2020. As of July 31, 2021, $263,164 remained to be expensed in future periods.

On November 7, 2017, Mr. Redmond entered into an employment agreement with the Company. As part of the employment agreement, Mr. Redmond was granted 25 million shares of common stock that vesting equally upon FDA submission of CardioMap, FDA approval for CardioMap and the raising of $2 million for further CardioMap development. Mr. Redmond could not sell the shares for two years or until the Company reached $10 million in revenues. Mr. Redmond was granted options for 15 million shares with a strike price of $0.25 per share that vest equally upon the Company’s revenue reaching $5 million, $10, million and $15 million. The vesting accelerated based upon a change of control. None of these conditions were met and the options were canceled in September 2020.

On February 16, 2018, the employment agreement was amended granting Mr. Redmond 10 million shares of common stock. No other provision of the employment contract was amended, and the amendment was explicit on that provision. On November 28, 2018, the employment agreement was again amended to include 4.7 million of the 10 million shares to be provided by the Company and 5.3 million to be provided by Green Energy Alternatives, LLC, which shares were returned to treasury in June 2021. No other provision of the employment contract was amended, and the amendment was explicit on that provision.

On July 31, 2021, Mr. Redmond received 5.3 million shares of common stock to replace the unissued shares per his November 28, 2018 amended employment agreement. The Company recognized $53,000 of compensation expense related to the 5.3 million shares granted, with a fair value of $0.01 per share, for the year ended July 31, 2021.

On March 1, 2021, as part of the Prevacus APA and Dr. Vanlandingham’s employment agreement, Dr. Vanlandingham was granted 1,000,000 stock options with a fair market value of $941,000. 250,000 shares vested on signing of closing documents; 250,000 shares vest on Phase 1A first dosing of human, 250,000 shares vest on Phase 1B first dosing of human; and 250,000 shares vest upon us being accepted on NASDAQ. This amount is being expensed over the life of the awards and $587,234 was expensed to General and administrative expenses in the fiscal year ended July 31, 2021.

In March and May 2021, the Company entered in a letter agreement loan with Prevacus Inc. for $2,500 and $5,000, respectively. The loan has an annual interest rate of 3% per annum and principal and interest are due June 2021. At July 31, 2021, the loans have not been repaid and continue to accrue interest.