UNITED STATES
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Washington, D.C. 20549
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shares of common stock, par value $.001 per share, outstanding as of March 15, 2022
ODYSSEY HEALTH, INC. F/K/A ODYSSEY GROUP INTERNATIONAL, INC.
FORM 10-Q
For the Quarter Ended January 31, 2022
INDEX
| 2 |
Part I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Odyssey Health, Inc. f/k/a Odyssey Group International, Inc.
Condensed Balance Sheets
(Unaudited)
| January 31, | July 31, | |||||||
| 2022 | 2021 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net of accumulated depreciation of $ | ||||||||
| Intangible assets, net of accumulated amortization of $ | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders' Deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued wages | ||||||||
| Accrued interest | ||||||||
| Asset purchase liability | ||||||||
| Notes payable, net of unamortized debt discount and closing costs of $ | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 4) | ||||||||
| Stockholders' deficit: | ||||||||
| Preferred stock, $ par value, shares authorized, shares issued or outstanding | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders' deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders' deficit | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| 3 |
Odyssey Health, Inc. f/k/a Odyssey Group International, Inc.
Condensed Statements of Operations and Comprehensive Loss
(Unaudited)
For the Three Months Ended January 31, | For the Six Months Ended January 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Research and development expense | $ | $ | $ | $ | ||||||||||||
| General and administrative expense | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income, net | ||||||||||||||||
| Net loss and comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted net loss per share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Shares used for basic and diluted net loss per share | ||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| 4 |
Odyssey Health, Inc. f/k/a Odyssey Group International, Inc.
Condensed Statements of Stockholders' Equity (Deficit)
(Unaudited)
| Shares | Dollars | Additional Paid-In Capital | Accumulated Deficit | Total Equity (Deficit) | ||||||||||||||||
| Balances, July 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Stock-based compensation | – | |||||||||||||||||||
| Common stock issued in debt financing | ||||||||||||||||||||
| Common stock issued in equity financings | ||||||||||||||||||||
| Return of reserved shares | ( | ) | ( | ) | ||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balances, October 31, 2021 | ( | ) | ( | ) | ||||||||||||||||
| Stock-based compensation | – | |||||||||||||||||||
| Return of reserved shares | ( | ) | ( | ) | ||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balances, January 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these financial statements.
| 5 |
Odyssey Health, Inc. f/k/a Odyssey Group International, Inc.
Condensed Statements of Cash Flows
(Unaudited)
| For the Six Months Ended January 31, | ||||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash flows used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation | ||||||||
| Stock issued for services | ||||||||
| Warrants issued in connection with financings | ||||||||
| Common stock issued for debt financing commitment shares | ||||||||
| Amortization of beneficial conversion feature, debt discount and closing costs | ||||||||
| Financing costs paid with stock | ||||||||
| Asset purchase liability | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Increase in other current assets | ||||||||
| Increase (decrease) in accounts payable | ( | ) | ||||||
| Increase in accrued wages | ||||||||
| Increase in accrued interest | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of patents | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from notes payable | ||||||||
| Principal payments made on notes payable | ( | ) | ( | ) | ||||
| Financing closing costs paid with cash | ( | ) | ||||||
| Proceeds from equity financing | ||||||||
| Net cash provided by financing activities | ||||||||
| Increase (decrease) in cash | ( | ) | ||||||
| Cash and cash equivalents: | ||||||||
| Beginning of period | ||||||||
| End of period | $ | $ | ||||||
| Supplemental disclosure of non-cash information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Common stock issued for conversion of Notes payable and related accrued interest | ||||||||
| Common stock issued for debt financing commitment shares | ||||||||
| Warrants issued in connection with financings | ||||||||
| Original issue discount on debt | ||||||||
| Stock issued in exchange for closing costs | ||||||||
| Beneficial conversion feature recognized | ||||||||
The accompanying notes are an integral part of these financial statements.
| 6 |
Odyssey Health, Inc. f/k/a Odyssey Group International, Inc.
Notes to Condensed Financial Statements
(Unaudited)
Note 1. Basis of Presentation, Nature of Operations and Going Concern
Name Change
On December 1, 2021, we received notice that our name change to Odyssey Health, Inc. was approved by the state of Nevada, where we are incorporated.
Basis of Presentation
The accompanying financial information of Odyssey Health, Inc. f/k/a Odyssey Group International, Inc. 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"). However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of July 31, 2021 is derived from our 2021 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 2021 Annual Report on Form 10-K filed with the SEC on October 29, 2021. 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, 2022 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2021.
Nature of Operations
Our business model is to develop or acquire unique medical-related products, engage third parties to manufacture such products and then distribute the products through various distribution channels, including third parties. We are developing potentially life-saving technologies: the CardioMap® heart monitoring and screening device; the Save A Life choking rescue device, a unique neurosteroid drug compound intended to treat concussions, and a unique drug compound to treat rare brain disorders in partnership with Prevacus, Inc. To date, none of our product candidates has received regulatory clearance or approval for commercial sale.
We plan to license, improve, and develop our products and identify and select distribution channels. We intend to establish agreements with distributors to get products to market quickly, as well as to undertake and engage in our own direct marketing efforts. We will determine the most effective method of distribution for each unique product that we include in our portfolio. We will engage third-party research and development firms who specialize in the creation of our products to assist us in the development of our own products, and we will apply for trademarks and patents once we have developed proprietary products.
We are not currently selling or marketing any products, as our products are in development and Food and Drug Administration ("FDA") clearance or approval to market our products will be required in order to sell in the United States.
| 7 |
Going Concern
We did not recognize any revenues for the year ended July 31, 2021 or the six months ended January 31, 2022 and we had an accumulated deficit of $49,072,810 as of January 31, 2022. For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations. Cash available at January 31, 2022 of $131,337 may not provide enough working capital to meet our current operating expenses through March 15, 2023.
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.
Additionally, the COVID-19 global pandemic has had an unfavorable impact on our business operations. The pandemic has impacted our ability to get financing, engage third-party vendors and the timing of our clinical trial in Australia. In addition, the COVID-19 outbreak has adversely affected the U.S. and global economies and financial markets, which may result in a long-term economic downturn that could negatively affect future performance and our ability to secure additional debt or equity funding.
If we are unable to raise additional capital by March 15, 2023, we will adjust our current business plan. Due to the unknown and volatile nature of the stock price and trading volume of our common stock, is it is difficult to predict the timing and amount of availability pursuant to our equity line of credit with LPC (see Note 7 above). Given our recurring losses, negative cash flow, and accumulated deficit, there is substantial doubt about our ability to continue as a going concern.
| 8 |
Note 2. New Accounting Pronouncements
ASU 2019-12
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740),” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted, including adoption in any interim period for which financial statements have not yet been issued. The adoption of ASU 2019-12 effective August 1, 2021, on a prospective basis did not have a material effect on our financial position, results of operations, or cash flows.
ASU 2020-06
In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40),” which simplifies the accounting for convertible instruments, reduces complexity for preparers and practitioners and improves the decision usefulness and relevance of the information provided to financial statement users. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. We have not yet determined the impact of adopting this standard on our financial position, results of operations or cash flows.
Note 3. Intangible Assets
Intangible assets at January 31, 2022 consisted of costs related to a patent for our PRV-002 drug device combination.
Amortization expense was as follows:
| Three Months Ended January 31, | Six Months Ended January 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Amortization expense | $ | $ | ||||||||||||||
Future amortization of intangible assets is as follows:
| Remainder of fiscal 2022 | $ | |||
| Fiscal 2023 | ||||
| Fiscal 2024 | ||||
| Fiscal 2025 | ||||
| Fiscal 2026 | ||||
| Thereafter | ||||
| Total | $ |
| 9 |
Note 4. Fair Value
The fair value of financial assets and liabilities are determined utilizing a three-level framework as follows:
Level 1 – Observable inputs, such as unadjusted quoted prices in active markets, for substantially identical assets and liabilities.
Level 2 – Observable inputs other than quoted prices within Level 1 for similar assets and liabilities. These include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. If the asset or liability has a specified or contractual term, the input must be observable for substantially the full term of the asset or liability.
Level 3 – Unobservable inputs that are supported by little or no market activity, generally requiring a significant amount of judgment by management.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Further, although we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
We did not have any transfers of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2 or Level 3 during the six months ended January 31, 2022 or the year ended July 31, 2021.
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, 2022.
Contingent Liabilities
At January 31, 2022 and July 31, 2021, we had contingent consideration related to the acquisition of intellectual property, know-how and patents for an anti-choking, life-saving medical device in fiscal 2019. According to the agreement, we will make a one-time cash payment totaling $250,000 upon FDA clearance of the device. The fair value of the contingent consideration is reviewed quarterly and determined based on the current status of the project (Level 3). We determined the value was zero at both periods since it is not yet probable that we will file for FDA clearance.
We also had contingent consideration at January 31, 2022 and July 31, 2021 related to milestones in our Asset Purchase Agreement with Prevacus, Inc. The fair value of the contingent consideration is reviewed quarterly and determined based on the current status of the project (Level 3). Based on these reviews, the fair value of the contingent consideration was determined to be zero at both periods as it is not yet probable that any of the milestones will be met.
Fixed-Rate Debt
We have fixed-rate debt that is reported on our 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 was as follows:
| January 31, 2022 | July 31, 2021 | |||||||
| Carrying value | $ | $ | ||||||
| Fair value | $ | $ | ||||||
| 10 |
Non-Financial Assets
Non-financial assets, such as Property and equipment and Intangible assets are measured at fair value on a non-recurring basis when events or circumstances indicate that an impairment may have occurred. If we determine these assets to be impaired, they are reported at fair value as calculated during the period. No non-financial assets were recorded at fair value during the six months ended January 31, 2022 or the fiscal year ended July 31, 2021.
Note 5. Debt
Promissory Notes
On December 21, 2021 and December 22, 2021, we entered into a total of five Promissory Notes (the “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 $
Tysadco Partners
On August 29, 2021, we entered into a Securities
Purchase Agreement (the “SPA”) with Tysadco Partners (“Tysadco”) pursuant to which we entered into a $
Notes Payable
The following notes payable were outstanding:
| January 31, 2022 | July 31, 2021 | |||||||
| Note issued to Labrys due August 14, 2021 with an interest rate of 12% | $ | $ | ||||||
| Convertible note issued to LGH due February 5, 2022 with an interest rate of 8.0% and convertible at $1.00 per share(1) | ||||||||
| Promissory notes issued to officers and directors due March 31, 2022 with an interest rate of 8.0% | ||||||||
| Tysadco convertible promissory note payable due March 1, 2022 with an interest rate of 8.0% and convertible at $0.30 per share(2) | ||||||||
| Unamortized debt discount and closing costs | ( | ) | ( | ) | ||||
| $ | $ | |||||||
| (1) | ||
| (2) |
| 11 |
2021 Omnibus Stock Incentive Plan
At our annual stockholder meeting held September 14, 2021, the stockholders approved the Amended and Restated 2021 Omnibus Stock Incentive Plan (the “2021 Plan”). The purpose of the Amended and Restated 2021 Omnibus Stock Incentive Plan is to enable us to recruit and retain highly qualified employees, directors and consultants and to provide incentives for productivity and the opportunity to share in the our growth and value. Subject to certain adjustments, the maximum number of shares of common stock, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, cash or other stock-based awards that may be issued under the Amended and Restated 2021 Omnibus Stock Incentive Plan is 20,000,000. At January 31, 2022, shares remained available for future awards and shares of our common stock were reserved for issuance pursuant to the 2021 Plan.
Stock Options
Stock option activity during the six months ended January 31, 2022 was as follows:
| Number of Options | Weighted Average Exercise Price | |||||||
| Options outstanding at July 31, 2021 | $ | |||||||
| Options issued | ||||||||
| Options canceled | ||||||||
| Options outstanding at January 31, 2022 | ||||||||
Restricted Stock Units (“RSUs”)
RSU activity during the six months ended January 31, 2022 was as follows:
| RSUs outstanding at July 31, 2021 | ||||
| RSUs issued | ||||
| RSUs vested | ( | ) | ||
| RSUs outstanding at January 31, 2022 |
On September 14, 2021, following the annual stockholders
meeting, three re-elected board members were granted RSUs each vesting equally over 12 months at a total fair value of $
Warrants
There was no warrant activity during the six months ended January 31, 2022.
Unrecognized Compensation Costs
At January 31, 2022, we had unrecognized stock-based compensation of $, which will be recognized over the weighted average remaining vesting period of years.
| 12 |
Note 7. Research and Development Rebate
On November 2, 2021, we received a research and
development rebate from the government of Australia in the amount of $
Basic and diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Potentially dilutive common stock and common stock equivalents, including stock options, RSUs and warrants are excluded as they would be antidilutive.
The following anti-dilutive securities were excluded from the calculations of diluted net loss per share:
| Six Months Ended January 31, | ||||||||
| 2022 | 2021 | |||||||
| Options to purchase common stock | ||||||||
| Shares issuable upon conversion of convertible notes and related accrued interest | ||||||||
| Warrants to purchase common stock | ||||||||
| Unvested restricted stock units | ||||||||
| Total potentially dilutive securities | ||||||||
Note 9. Common Stock
Returned Shares
On August 5, 2021, our loan with Labrys Fund, LP was repaid in full and per the agreement, on August 6, 2021, restricted stock shares were returned to treasury.
On December 21, 2021, Vivakor, Inc., a shareholder, returned shares of our common stock and the shares were returned to treasury.
On December 29, 2021, Regal Growth, LLC, a shareholder, returned shares of our common stock and the shares were returned to treasury.
Reverse Split
At our 2021 annual stockholder meeting, which was held on September 14, 2021, the stockholders approved the proposal that granted the Board discretionary authority to amend our Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of our common stock. As determined by our Board, such stock split could be effected at a time and choosing of the Board. The amendment did not change the number of authorized shares of common stock or preferred stock or the relative voting power of our stockholders. The number of authorized shares will not be reduced. The number of authorized but unissued shares of our common stock will materially increase and will be available for re-issuance. We reserve the right not to effect any reverse stock split if the Board does not deem it to be in the best interests of our stockholders and the Board's decision as to whether and when to effect the reverse stock split will be based on a number of factors, including prevailing market conditions, existing and expected trading prices for our common stock, actual or forecasted results of operations, and the likely effect of such results on the market price of our common stock.
| 13 |
Lincoln Park
Securities Purchase Agreement
On October 22, 2021, we entered into a Securities
Purchase Agreement (the “SPA”) with Lincoln Park Capital Fund, LLC (“LPC”) pursuant to which we received $
LPC Purchase Agreement Draws
During the six months ended January 31, 2022,
LPC purchased a total of shares of our common stock for total proceeds of $
Tysadco Partners
On October 18, 2021, we entered into a
Securities Purchase Agreement (the “SPA”) with Tysadco pursuant to which we received $
Note 10. Related Party Transactions
Due to Officers
The following amounts were due to our officers for reimbursement of expenses and were included in Accounts payable on our Balance Sheets:
| January 31, 2022 | July 31, 2021 | |||||||
| Joseph M. Redmond, CEO | $ | $ | ||||||
| Christine Farrell, CFO | ||||||||
| $ | $ | |||||||
The amount of unpaid salary and bonus due to our officers was included in Accrued wages on our Balance Sheets and was as follows:
| January 31, 2022 | July 31, 2021 | |||||||
| Joseph M. Redmond, CEO | $ | $ | ||||||
| Christine Farrell, CFO | ||||||||
| $ | $ | |||||||
On January 31, 2022, the Compensation Committee
and our full Board approved the 2021 bonus plan. Pursuant to the plan, Mr. Redmond received a $
Note 11. Donation Received
On January
5, 2022, we received a donation in the amount of $
| 14 |
Note 12. Subsequent Events
LPC Share Purchases
From February 1, 2022 through March 15, 2022, LPC purchased an additional 100,000 shares of our common stock for a total price of $51,500 and, as of March 15, 2022, there was $8,359,989 remaining purchase availability.
LGH Amendment
On February 15, 2022, we entered into Amendment No. 1 to the Convertible Promissory Note (the “Amendment”) to the Securities Purchase Agreement dated April 5, 2021, with LGH Investments, LLC (“LGH”) with an effective date of February 1, 2022. Pursuant to the Amendment, the maturity date of the Note was extended from February 5, 2022 to May 31, 2022. As consideration, $200,000 was added to the principal amount outstanding, we issued 100,000 shares of our common stock to LGH with a value of $58,000 and we will pay down principal and interest on the Note in the amount of the lesser of 10% or $250,000 of any future capital raises, investments, donations or financings unless the Note has been converted.
Return of Shares
On February 2, 2022, 7,500,000 shares of our common stock from LBL Professional Consulting, Inc. were returned to treasury.
Agreement Amendment
We entered into an amended agreement with a consultant on January 16, 2022, and as part of the agreement, on February 9, 2022, we issued the consultant three million (3,000,000) restricted shares of the Company’s common stock valued at $0.53 per share. The agreement includes a lock-up - leak out provision.
| 15 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical fact, included in this report regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management are forward-looking statements. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that the expectations underlying our forward-looking statements are reasonable, these expectations may prove to be incorrect, and all of these statements are subject to risks and uncertainties. Therefore, you should not place undue reliance on our forward-looking statements.
Many possible events or factors could affect our future financial results and performance and could cause actual results or performance to differ materially from those expressed, including those risks and uncertainties described in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended July 31, 2021 (“2021 Annual Report”) and those described from time to time in our future reports filed with the Securities and Exchange Commission (the “SEC”). We believe these risks and uncertainties could cause actual results or events to differ materially from the forward-looking statements that we make. Should one or more of these risks and uncertainties materialize, or should underlying assumptions, projections or expectations prove incorrect, actual results, performance or financial condition may vary materially and adversely from those anticipated, estimated or expected. Our forward-looking statements do not reflect the potential impact of future acquisitions, mergers, dispositions, joint ventures or investments that we may make. We do not assume any obligation to update any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law. In the light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements.
Overview
Our business model is to develop or acquire unique medical related products, engage third parties to manufacture such products and then distribute the products through various distribution channels, including third parties. We are developing potentially life-saving technologies: the CardioMap® heart monitoring and screening device; the Save A Life choking rescue device, a unique neurosteroid drug compound intended to treat concussions and a unique drug compound to treat rare brain disorders in partnership with Prevacus, Inc. To date, none of our product candidates has received regulatory clearance or approval for commercial sale.
We plan to license, improve, and develop our products and identify and select distribution channels. We intend to establish agreements with distributors to get products to market quickly, as well as to undertake and engage in our own direct marketing efforts. We will determine the most effective method of distribution for each unique product that we include in our portfolio. We will engage third-party research and development firms who specialize in the creation of our products to assist us in the development of our own products, and we will apply for trademarks and patents once we have developed proprietary products.
Recent Funding
Donation
In January 2022, we received a donation in the amount of $500,000 in partnership with the Erase PTSD Now organization and the Glenn Greenberg and Linda Vester Foundation. These funds were recorded as Other income in our Statements of Operations and will be used to progress the Phase 1 human clinical trials for drug candidate PRV-002 for the treatment of concussion
| 16 |
Promissory Notes
On December 21, 2021 and December 22, 2021, we entered into a total of five Promissory Notes (the “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. The Notes bear interest at 8% per annum and are due March 31, 2022.
LPC Securities Purchase Agreement
On October 22, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with Lincoln Park Capital Fund, LLC (“LPC”) pursuant to which we received $250,000 in cash from LPC and LPC received (i) 1,500,000 restricted shares of our common stock, and (ii) 833,333 warrants exercisable at $0.50 per common share expiring in five years.
LPC Purchase Agreement Draws
During the six months ended January 31, 2022, LPC purchased a total of 974,482 shares of our common stock for total proceeds of $367,035 pursuant to the August 14, 2020 LPC Purchase Agreement. As of January 31, 2022, LPC had purchased a total of 3,127,808 shares of our common stock pursuant to the agreement and remaining purchase availability was $8,411,489 and remaining shares available were 16,143,556.
Tysadco Partners
On August 29, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with Tysadco Partners (“Tysadco”) pursuant to which we entered into a $250,000 face value convertible promissory note which bears interest at a one-time rate of 8.0% applied to the face value and is due March 1, 2022. We received $250,000 net cash from the issuance of the promissory note and issued 200,000 shares of common stock with a fair value of $17,718 which is being expensed over the life of the note as a component of interest expense. The conversion rate of the note is $0.30 for a total of 900,000 shares of our common stock if converted in full, including interest.
On October 18, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with Tysadco pursuant to which we received $250,000 in cash from Tysadco and Tysadco received (i) 1,500,000 restricted shares of our common stock, and (ii) 833,333 warrants exercisable at $0.50 per common share expiring in five years.
Going Concern
See Note 1 of Notes to Financial Statements.
Impact of COVID-19
The COVID-19 global pandemic has had an unfavorable impact on our business operations. The pandemic has impacted our ability to get financing, engage third-party vendors and the timing of our clinical trial in Australia. In addition, the COVID-19 outbreak has adversely affected the U.S. and global economies and financial markets, which may result in a long-term economic downturn that could negatively affect future performance and our ability to secure additional debt or equity funding.
Significant Accounting Policies and Use of Estimates
During the six months ended January 31, 2022, there were no significant changes to our significant accounting policies and estimates are described in Note 2. Summary of Significant Accounting Policies included in Part II, Item 8. of our Annual Report on Form 10-K for the year ended July 31, 2021, which was filed with the Securities and Exchange Commission on October 29, 2021.
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Results of Operations
We do not currently sell or market any products and we did not have any revenue in the three or six month periods ended January 31, 2022 or 2021. We will commence actively marketing products after the products and drugs in development have been FDA cleared or approved, but there can be no assurance, however, that we will be successful in obtaining FDA clearance or approval for our products.
| Three Months Ended January 31, | $ | % | ||||||||||||||
| 2022 | 2021 | Change | Change | |||||||||||||
| Research and development expense | $ | 460,723 | $ | 42,619 | $ | 418,104 | 981% | |||||||||
| General and administrative expense | 1,515,241 | 591,173 | 924,068 | 156% | ||||||||||||
| Loss from operations | (1,975,964 | ) | (633,793 | ) | (1,342,171 | ) | 212% | |||||||||
| Interest expense | (208,767 | ) | (235,507 | ) | (26,740 | ) | 11% | |||||||||
| Other income, net | 492,018 | – | 492,018 | 100% | ||||||||||||
| Net loss | $ | (1,692,713 | ) | $ | (869,299 | ) | $ | (872,414 | ) | 95% | ||||||
| Basic and diluted net loss per share | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.01 | ) | 100% | ||||||
| Six Months Ended January 31, | $ | % | ||||||||||||||
| 2022 | 2021 | Change | Change | |||||||||||||
| Research and development expense | $ | 783,227 | $ | 42,619 | $ | 740,608 | 1738% | |||||||||
| General and administrative expense | 2,622,126 | 1,116,442 | 1,505,684 | 135% | ||||||||||||
| Loss from operations | (3,405,353 | ) | (1,159,061 | ) | (2,246,292 | ) | 194% | |||||||||
| Interest expense | (425,709 | ) | (421,753 | ) | 3,956 | (1% | ) | |||||||||
| Other income, net | 492,075 | – | 492,075 | 100% | ||||||||||||
| Net loss | $ | (3,338,987 | ) | $ | (1,580,814 | ) | $ | (1,758,173 | ) | 111% | ||||||
| Basic and diluted net loss per share | $ | (0.04 | ) | $ | (0.02 | ) | $ | (0.02 | ) | 100% | ||||||
Research and Development Expense
Our Research and development expense includes expenses related to our current projects and include, clinical research, design and manufacturing, formulation, regulatory and consultants. The increases in Research and development were due to expenses related to our PRV-002 drug device combination. Research and development expense was offset in the three and six month periods ended January 31, 2022 by research and development rebates from the government of Australia in the amount of $6,219 and $220,339, respectively, for clinical work performed in Australia related to our Phase 1 human trial for safety and efficacy for the treatment of concussed individuals.
General and Administrative Expense
Our General and administrative expense includes salaries and related benefits for employees in finance, accounting, sales, administrative and research and development activities, as well as stock-based compensation, costs related to maintaining compliance as a public company and legal and professional fees.
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The increases in General and administrative expense were due to the following:
Three months ended January 31, 2022 compared to three months ended January 31, 2021 | Six months ended January 31, 2022 compared to six months ended January 31, 2021 | |||||||
| Increase (decrease) in: | ||||||||
| Board and stock expense | $ | 397,081 | $ | 797,405 | ||||
| Business development and investor relations | (62,580 | ) | 26,610 | |||||
| Consulting fees | (8,450 | ) | (21,824 | ) | ||||
| Financing fees | (46,806 | ) | (36,693 | ) | ||||
| Insurance expense | 11,826 | 36,765 | ||||||
| Legal and professional fees | 48,884 | (59,179 | ) | |||||
| Wages | 576,558 | 741,882 | ||||||
| Other | 7,555 | 20,718 | ||||||
| $ | 924,068 | $ | 1,505,684 | |||||
The increases in board and stock expense were due to the vesting of restricted stock units and the increases in wages was due to the bonus granted to our executive officers in 2022.
Interest Expense
Interest expense includes interest on debt outstanding, as well as the amortization of unamortized debt issuance costs and debt closing costs. Certain information regarding debt outstanding was as follows:
| Three Months Ended January 31, | Six Months Ended January 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Weighted average debt outstanding | $ | 1,354,619 | $ | 703,207 | $ | 1,315,217 | $ | 861,876 | ||||||||
| Weighted average interest rate | 7.9% | 8.9% | 8.1% | 8.9% | ||||||||||||
The increases in interest expense for the three and six-month periods ended January 31, 2022 compared to the same periods of 2021 were due to LGH and Tysadco investments in April 2021 and October 2021, respectively, and the issuance of promissory notes in December 2021.
Other Income, net
Other income, net includes a donation in the amount of $500,000 in partnership with the Erase PTSD Now organization and the Glenn Greenberg and Linda Vester Foundation and foreign exchange gains and losses related to invoices denominated and paid in foreign currencies.
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Net Loss
Net loss increased in the three and six months ended January 31, 2022, compared to the same periods of the prior year due to increased research and development expense, general and administrative expense and interest expense as discussed above.
Liquidity and Capital Resources
The following table sets forth the primary sources and uses of cash:
| Six Months Ended January 31, | ||||||||
| 2022 | 2021 | |||||||
| Net cash used in operating activities | $ | (1,584,793 | ) | $ | (614,406 | ) | ||
| Net cash used in investing activities | (45,220 | ) | – | |||||
| Net cash provided by financing activities | 1,204,766 | 614,526 | ||||||
To date, we have financed our operations primarily through debt financing and sales of our common stock. Our ability to continue to access capital could be affected adversely by various factors, including general market and other economic conditions, interest rates, the perception of our potential future earnings and cash distributions, any unwillingness on the part of lenders to make loans to us and any deterioration in the financial position of lenders that might make them unable to meet their obligations to us. If these conditions continue and we cannot raise funds through a public or private debt financing, or an equity offering, our ability to grow our business may be negatively affected. In such case, we may need to suspend the creation of new products until market conditions improve.
Cash used in investing activities in the first six months of fiscal 2022 were primarily for a patent related to our PRV-002 drug device combination.
Debt
The following notes payable were outstanding:
| January 31, 2022 | ||||
| Note issued to Labrys due August 14, 2021 with an interest rate of 12% | $ | – | ||
| Convertible note issued to LGH due February 5, 2022 with an interest rate of 8.0% and convertible at $1.00 per share(1) | 1,050,000 | |||
| Promissory notes issued to officers and directors due March 31, 2022 with an interest rate of 8.0% | 125,000 | |||
| Tysadco convertible promissory note payable due March 1, 2022 with an interest rate of 8.0% and convertible at $0.30 per share(2) | 250,000 | |||
| Unamortized debt discount and closing costs | (11,686 | ) | ||
| $ | 1,413,314 | |||
| (1) | Effective February 1, 2022, the maturity date of this note was extended to May 31, 2022 and $200,000 was added to the principal. See Note 13 of Notes to Financial Statements for additional information. |
| (2) | As of March 15, 2022, the loan has not been repaid or converted. |
Inflation
Inflation did not have a material impact on our business and results of operations during the periods being reported on.
Off Balance Sheet Arrangements
We do not have any material off balance sheet arrangements.
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| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
We are a smaller reporting company and are not required to provide information under this item.
| Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Management, with the participation of our Chief Executive Officer and Chief Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of January 31, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Based on the evaluation of our disclosure controls and procedures as of January 31, 2022, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, as a result of the material weaknesses in internal control over financial reporting that are described below, our disclosure controls and procedures were not effective.
As previously reported in our Annual Report on Form 10-K for the fiscal year ended July 31, 2021 management identified the following material weaknesses in internal control over financial reporting:
Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.
Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.
We are committed to improving the internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist us with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts, which will mitigate the lack of segregation of duties until there are sufficient personnel, and (3) may consider appointing additional outside directors and audit committee members in the future.
In light of the material weakness described above, prior to the filing of this Form 10-Q for the period ended October 31, 2021, management determined that key quarterly controls were performed timely and also performed additional procedures, including validating the completeness and accuracy of the underlying data used to support the amounts reported in the quarterly financial statements. These control activities and additional procedures have allowed us to conclude that, notwithstanding the material weaknesses, the financial statements in this Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with United States GAAP.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
| Item 1A. | Risk Factors |
There have been no material changes during the six months ended January 31, 2022 to the risk factors discussed in our Annual Report on Form 10-K for the year ended July 31, 2021. If any of the identified risks actually occur, our business, financial condition and results of operations could suffer. The trading price of our common stock could decline and you may lose all or part of your investment in our common stock. The risks and uncertainties described in our Annual Report on Form 10-K for the year ended July 31, 2021 are not the only ones we face. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business operations.
| Item 6. | Exhibits |
The following exhibits are filed herewith and this list constitutes the exhibit index.
| Exhibit Number | Exhibit Description | |
| 10.1* | Form of Promissory Note dated December 2021 between Odyssey Group International Inc. and various officers and directors. Incorporated by reference to Form 8-K filed with the SEC on December 27, 2021. | |
| 10.2 | Amendment No. 1 to Convertible Promissory Note with LGH Investments, LLC dated February 15, 2022. Incorporated by reference to Form 8-K filed with the SEC on February 18, 2022. | |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 | |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 | |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 1350 | |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 1350 | |
| 101.INS | Inline XBRL Instances Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101). |
* Management or compensatory agreement.
| 22 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, as of March 15, 2022.
| ODYSSEY GROUP INTERNATIONAL, INC. | ||
| By: | /s/ Joseph Michael Redmond | |
| Joseph Michael Redmond | ||
| Chief Executive Officer, President and Director | ||
| (Principal Executive Officer) | ||
| By: | /s/ Christine M. Farrell | |
| Christine M. Farrell | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| 23 |
Exhibit 31.1
CERTIFICATION
I, Joseph Michael Redmond, certify that:
1. I have reviewed this Form 10-Q of Odyssey Health, Inc. f/k/a Odyssey Group International, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| March 15, 2022 | /s/ Joseph Michael Redmond |
| Joseph Michael Redmond | |
|
Chief Executive Officer, President and Director (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION
I, Christine M. Farrell, certify that:
1. I have reviewed this Form 10-Q of Odyssey Health, Inc. f/k/a Odyssey Group International, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| March 15, 2022 | /s/ Christine M. Farrell |
| Christine M. Farrell | |
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section 1350
In connection with the Quarterly Report of Odyssey Health, Inc. f/k/a Odyssey Group International, Inc. (the “Company”) on Form 10-Q for the three months ended January 31, 2022 as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Joseph Michael Redmond, Chief Executive Officer, President and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.
| March 15, 2022 | /s/ Joseph Michael Redmond |
| Joseph Michael Redmond | |
|
Chief Executive Officer, President and Director (Principal Executive Officer) | |
Exhibit 32.2
Certification Pursuant to 18 U.S.C. Section 1350
In connection with the Quarterly Report of Odyssey Health, Inc. f/k/a Odyssey Group International, Inc. (the “Company”) on Form 10-Q for the three months ended January 31, 2022 as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Christine M. Farrell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.
| March 15, 2022 | /s/ Christine M. Farrell |
| Christine M. Farrell | |
|
Chief Financial Officer (Principal Financial and Accounting Officer) | |
Condensed Balance Sheets (Unaudited) (Parenthetical) - USD ($) |
Jan. 31, 2022 |
Jul. 31, 2021 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Accumulated depriciation | $ 3,172 | $ 2,896 |
| Accumulated amortization | 452 | 0 |
| Unamortized debt discount | $ 11,686 | $ 351,030 |
| 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 | 82,706,072 | 88,559,978 |
| Common Stock, Shares Outstanding | 82,706,072 | 88,559,978 |
Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jan. 31, 2022 |
Jan. 31, 2021 |
Jan. 31, 2022 |
Jan. 31, 2021 |
|
| Income Statement [Abstract] | ||||
| Research and development expense | $ 460,723 | $ 42,619 | $ 783,227 | $ 42,619 |
| General and administrative expense | 1,515,241 | 591,173 | 2,622,126 | 1,116,442 |
| Loss from operations | (1,975,964) | (633,792) | (3,405,353) | (1,159,061) |
| Interest expense | (208,767) | (235,507) | (425,709) | (421,753) |
| Other income, net | 492,018 | 0 | 492,075 | 0 |
| Net loss and comprehensive loss | $ (1,692,713) | $ (869,299) | $ (3,338,987) | $ (1,580,814) |
| Basic and diluted net loss per share | $ (0.02) | $ (0.01) | $ (0.04) | $ (0.02) |
| Shares used for basic and diluted net loss per share | 91,615,244 | 94,192,079 | 91,323,476 | 93,698,583 |
Basis of Presentation, Nature of Operations and Going Concern |
6 Months Ended |
|---|---|
Jan. 31, 2022 | |
| 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
Name Change On December 1, 2021, we received notice that our name change to Odyssey Health, Inc. was approved by the state of Nevada, where we are incorporated.
Basis of Presentation The accompanying financial information of Odyssey Health, Inc. f/k/a Odyssey Group International, Inc. 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"). However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of July 31, 2021 is derived from our 2021 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 2021 Annual Report on Form 10-K filed with the SEC on October 29, 2021. 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, 2022 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2021.
Nature of Operations Our business model is to develop or acquire unique medical-related products, engage third parties to manufacture such products and then distribute the products through various distribution channels, including third parties. We are developing potentially life-saving technologies: the CardioMap® heart monitoring and screening device; the Save A Life choking rescue device, a unique neurosteroid drug compound intended to treat concussions, and a unique drug compound to treat rare brain disorders in partnership with Prevacus, Inc. To date, none of our product candidates has received regulatory clearance or approval for commercial sale.
We plan to license, improve, and develop our products and identify and select distribution channels. We intend to establish agreements with distributors to get products to market quickly, as well as to undertake and engage in our own direct marketing efforts. We will determine the most effective method of distribution for each unique product that we include in our portfolio. We will engage third-party research and development firms who specialize in the creation of our products to assist us in the development of our own products, and we will apply for trademarks and patents once we have developed proprietary products.
We are not currently selling or marketing any products, as our products are in development and Food and Drug Administration ("FDA") clearance or approval to market our products will be required in order to sell in the United States.
Going Concern We did not recognize any revenues for the year ended July 31, 2021 or the six months ended January 31, 2022 and we had an accumulated deficit of $49,072,810 as of January 31, 2022. For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations. Cash available at January 31, 2022 of $131,337 may not provide enough working capital to meet our current operating expenses through March 15, 2023.
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.
Additionally, the COVID-19 global pandemic has had an unfavorable impact on our business operations. The pandemic has impacted our ability to get financing, engage third-party vendors and the timing of our clinical trial in Australia. In addition, the COVID-19 outbreak has adversely affected the U.S. and global economies and financial markets, which may result in a long-term economic downturn that could negatively affect future performance and our ability to secure additional debt or equity funding.
If we are unable to raise additional capital by March 15, 2023, we will adjust our current business plan. Due to the unknown and volatile nature of the stock price and trading volume of our common stock, is it is difficult to predict the timing and amount of availability pursuant to our equity line of credit with LPC (see Note 7 above). Given our recurring losses, negative cash flow, and accumulated deficit, there is substantial doubt about our ability to continue as a going concern.
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New Accounting Pronouncements |
6 Months Ended |
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Jan. 31, 2022 | |
| Accounting Changes and Error Corrections [Abstract] | |
| New Accounting Pronouncements | Note 2. New Accounting Pronouncements
ASU 2019-12 In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740),” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted, including adoption in any interim period for which financial statements have not yet been issued. The adoption of ASU 2019-12 effective August 1, 2021, on a prospective basis did not have a material effect on our financial position, results of operations, or cash flows.
ASU 2020-06 In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40),” which simplifies the accounting for convertible instruments, reduces complexity for preparers and practitioners and improves the decision usefulness and relevance of the information provided to financial statement users. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. We have not yet determined the impact of adopting this standard on our financial position, results of operations or cash flows.
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Intangible Assets |
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| Intangible Assets | Note 3. Intangible Assets
Intangible assets at January 31, 2022 consisted of costs related to a patent for our PRV-002 drug device combination.
Amortization expense was as follows:
Future amortization of intangible assets is as follows:
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Fair Value |
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| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||
| Fair Value | Note 4. Fair Value
The fair value of financial assets and liabilities are determined utilizing a three-level framework as follows:
Level 1 – Observable inputs, such as unadjusted quoted prices in active markets, for substantially identical assets and liabilities.
Level 2 – Observable inputs other than quoted prices within Level 1 for similar assets and liabilities. These include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. If the asset or liability has a specified or contractual term, the input must be observable for substantially the full term of the asset or liability.
Level 3 – Unobservable inputs that are supported by little or no market activity, generally requiring a significant amount of judgment by management.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Further, although we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
We did not have any transfers of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2 or Level 3 during the six months ended January 31, 2022 or the year ended July 31, 2021.
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, 2022.
Contingent Liabilities At January 31, 2022 and July 31, 2021, we had contingent consideration related to the acquisition of intellectual property, know-how and patents for an anti-choking, life-saving medical device in fiscal 2019. According to the agreement, we will make a one-time cash payment totaling $250,000 upon FDA clearance of the device. The fair value of the contingent consideration is reviewed quarterly and determined based on the current status of the project (Level 3). We determined the value was zero at both periods since it is not yet probable that we will file for FDA clearance.
We also had contingent consideration at January 31, 2022 and July 31, 2021 related to milestones in our Asset Purchase Agreement with Prevacus, Inc. The fair value of the contingent consideration is reviewed quarterly and determined based on the current status of the project (Level 3). Based on these reviews, the fair value of the contingent consideration was determined to be zero at both periods as it is not yet probable that any of the milestones will be met.
Fixed-Rate Debt We have fixed-rate debt that is reported on our 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 was as follows:
Non-Financial Assets Non-financial assets, such as Property and equipment and Intangible assets are measured at fair value on a non-recurring basis when events or circumstances indicate that an impairment may have occurred. If we determine these assets to be impaired, they are reported at fair value as calculated during the period. No non-financial assets were recorded at fair value during the six months ended January 31, 2022 or the fiscal year ended July 31, 2021.
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Debt |
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| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt | Note 5. Debt
Promissory Notes On December 21, 2021 and December 22, 2021, we entered into a total of five Promissory Notes (the “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. The Notes bear interest at 8% per annum and are due March 31, 2022.
Tysadco Partners On August 29, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with Tysadco Partners (“Tysadco”) pursuant to which we entered into a $250,000 face value convertible promissory note which bears interest at a one-time rate of 8.0% applied to the face value and is due March 1, 2022. We received $250,000 net cash from the issuance of the promissory note and issued shares of common stock with a relative fair value of $17,718 which is being expensed over the life of the note as a component of interest expense. The conversion rate of the note is $0.30 for a total of shares of our common stock if converted in full, including interest. As of March 15, 2022, the loan has not been repaid or converted.
Notes Payable The following notes payable were outstanding:
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Stock-Based Compensation |
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| Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-Based Compensation |
2021 Omnibus Stock Incentive Plan At our annual stockholder meeting held September 14, 2021, the stockholders approved the Amended and Restated 2021 Omnibus Stock Incentive Plan (the “2021 Plan”). The purpose of the Amended and Restated 2021 Omnibus Stock Incentive Plan is to enable us to recruit and retain highly qualified employees, directors and consultants and to provide incentives for productivity and the opportunity to share in the our growth and value. Subject to certain adjustments, the maximum number of shares of common stock, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, cash or other stock-based awards that may be issued under the Amended and Restated 2021 Omnibus Stock Incentive Plan is 20,000,000. At January 31, 2022, shares remained available for future awards and shares of our common stock were reserved for issuance pursuant to the 2021 Plan.
Stock Options Stock option activity during the six months ended January 31, 2022 was as follows:
Restricted Stock Units (“RSUs”) RSU activity during the six months ended January 31, 2022 was as follows:
On September 14, 2021, following the annual stockholders meeting, three re-elected board members were granted RSUs each vesting equally over 12 months at a total fair value of $675,000 based on the fair value of our stock on September 14, 2021 of $0.45 per share.
Warrants There was no warrant activity during the six months ended January 31, 2022.
Unrecognized Compensation Costs At January 31, 2022, we had unrecognized stock-based compensation of $, which will be recognized over the weighted average remaining vesting period of years.
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Research and Development Rebate |
6 Months Ended |
|---|---|
Jan. 31, 2022 | |
| Research and Development [Abstract] | |
| Research and Development Rebate | Note 7. Research and Development Rebate
On November 2, 2021, we received a research and development rebate from the government of Australia in the amount of $284,981 AUD ($214,120 USD) for clinical work performed in Australia related to our Phase 1 human trial for safety and efficacy for the treatment of concussed individuals. The $214,120 is accounted for as an offset to research and development expense.
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Net Loss Per Share |
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| Net Loss Per Share |
Basic and diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Potentially dilutive common stock and common stock equivalents, including stock options, RSUs and warrants are excluded as they would be antidilutive.
The following anti-dilutive securities were excluded from the calculations of diluted net loss per share:
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Common Stock |
6 Months Ended |
|---|---|
Jan. 31, 2022 | |
| Equity [Abstract] | |
| Common Stock | Note 9. Common Stock
Returned Shares On August 5, 2021, our loan with Labrys Fund, LP was repaid in full and per the agreement, on August 6, 2021, restricted stock shares were returned to treasury.
On December 21, 2021, Vivakor, Inc., a shareholder, returned shares of our common stock and the shares were returned to treasury.
On December 29, 2021, Regal Growth, LLC, a shareholder, returned shares of our common stock and the shares were returned to treasury.
Reverse Split At our 2021 annual stockholder meeting, which was held on September 14, 2021, the stockholders approved the proposal that granted the Board discretionary authority to amend our Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of our common stock. As determined by our Board, such stock split could be effected at a time and choosing of the Board. The amendment did not change the number of authorized shares of common stock or preferred stock or the relative voting power of our stockholders. The number of authorized shares will not be reduced. The number of authorized but unissued shares of our common stock will materially increase and will be available for re-issuance. We reserve the right not to effect any reverse stock split if the Board does not deem it to be in the best interests of our stockholders and the Board's decision as to whether and when to effect the reverse stock split will be based on a number of factors, including prevailing market conditions, existing and expected trading prices for our common stock, actual or forecasted results of operations, and the likely effect of such results on the market price of our common stock.
Lincoln Park
Securities Purchase Agreement On October 22, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with Lincoln Park Capital Fund, LLC (“LPC”) pursuant to which we received $250,000 in cash from LPC and LPC received (i) restricted shares of our common stock, and (ii) warrants exercisable at $0.50 per common share expiring in years
LPC Purchase Agreement Draws During the six months ended January 31, 2022, LPC purchased a total of shares of our common stock for total proceeds of $367,035 pursuant to the August 14, 2020 LPC Purchase Agreement. As of January 31, 2022, LPC had purchased a total of shares of our common stock pursuant to the agreement and remaining purchase availability was $8,411,489 and remaining shares available were .
Tysadco Partners On October 18, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with Tysadco pursuant to which we received $250,000 in cash from Tysadco and Tysadco received (i) restricted shares of our common stock, and (ii) warrants exercisable at $0.50 per common share expiring in years.
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Related Party Transactions |
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| Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions | Note 10. Related Party Transactions
Due to Officers The following amounts were due to our officers for reimbursement of expenses and were included in Accounts payable on our Balance Sheets:
The amount of unpaid salary and bonus due to our officers was included in Accrued wages on our Balance Sheets and was as follows:
On January 31, 2022, the Compensation Committee and our full Board approved the 2021 bonus plan. Pursuant to the plan, Mr. Redmond received a $360,000 bonus and Ms. Farrell received a $40,000 bonus based upon meeting fund raising goals. The bonuses will be paid when funds are available and were included as a component of Accrued wages on our Balance Sheets at January 31, 2022.
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Donation Received |
6 Months Ended |
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Jan. 31, 2022 | |
| Donation Received | |
| Donation Received | Note 11. Donation Received
On January 5, 2022, we received a donation in the amount of $500,000 in partnership with the Erase PTSD Now organization and the Glenn Greenberg and Linda Vester Foundation. These funds were recorded as Other income in our Statements of Operations and will be used to progress the Phase 1 human clinical trials for drug candidate PRV-002 for the treatment of concussion.
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Subsequent Events |
6 Months Ended |
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Jan. 31, 2022 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 12. Subsequent Events
LPC Share Purchases From February 1, 2022 through March 15, 2022, LPC purchased an additional 100,000 shares of our common stock for a total price of $51,500 and, as of March 15, 2022, there was $8,359,989 remaining purchase availability.
LGH Amendment On February 15, 2022, we entered into Amendment No. 1 to the Convertible Promissory Note (the “Amendment”) to the Securities Purchase Agreement dated April 5, 2021, with LGH Investments, LLC (“LGH”) with an effective date of February 1, 2022. Pursuant to the Amendment, the maturity date of the Note was extended from February 5, 2022 to May 31, 2022. As consideration, $200,000 was added to the principal amount outstanding, we issued 100,000 shares of our common stock to LGH with a value of $58,000 and we will pay down principal and interest on the Note in the amount of the lesser of 10% or $250,000 of any future capital raises, investments, donations or financings unless the Note has been converted.
Return of Shares On February 2, 2022, 7,500,000 shares of our common stock from LBL Professional Consulting, Inc. were returned to treasury.
Agreement Amendment We entered into an amended agreement with a consultant on January 16, 2022, and as part of the agreement, on February 9, 2022, we issued the consultant three million (3,000,000) restricted shares of the Company’s common stock valued at $0.53 per share. The agreement includes a lock-up - leak out provision.
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Basis of Presentation, Nature of Operations and Going Concern (Policies) |
6 Months Ended |
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Jan. 31, 2022 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Basis of Presentation | Basis of Presentation The accompanying financial information of Odyssey Health, Inc. f/k/a Odyssey Group International, Inc. 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"). However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of July 31, 2021 is derived from our 2021 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 2021 Annual Report on Form 10-K filed with the SEC on October 29, 2021. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.
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| Significant Accounting Policies | Significant Accounting Policies Our significant accounting policies have not changed during the six months ended January 31, 2022 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2021.
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| Nature of Operations | Nature of Operations Our business model is to develop or acquire unique medical-related products, engage third parties to manufacture such products and then distribute the products through various distribution channels, including third parties. We are developing potentially life-saving technologies: the CardioMap® heart monitoring and screening device; the Save A Life choking rescue device, a unique neurosteroid drug compound intended to treat concussions, and a unique drug compound to treat rare brain disorders in partnership with Prevacus, Inc. To date, none of our product candidates has received regulatory clearance or approval for commercial sale.
We plan to license, improve, and develop our products and identify and select distribution channels. We intend to establish agreements with distributors to get products to market quickly, as well as to undertake and engage in our own direct marketing efforts. We will determine the most effective method of distribution for each unique product that we include in our portfolio. We will engage third-party research and development firms who specialize in the creation of our products to assist us in the development of our own products, and we will apply for trademarks and patents once we have developed proprietary products.
We are not currently selling or marketing any products, as our products are in development and Food and Drug Administration ("FDA") clearance or approval to market our products will be required in order to sell in the United States.
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| Going Concern | Going Concern We did not recognize any revenues for the year ended July 31, 2021 or the six months ended January 31, 2022 and we had an accumulated deficit of $49,072,810 as of January 31, 2022. For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations. Cash available at January 31, 2022 of $131,337 may not provide enough working capital to meet our current operating expenses through March 15, 2023.
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.
Additionally, the COVID-19 global pandemic has had an unfavorable impact on our business operations. The pandemic has impacted our ability to get financing, engage third-party vendors and the timing of our clinical trial in Australia. In addition, the COVID-19 outbreak has adversely affected the U.S. and global economies and financial markets, which may result in a long-term economic downturn that could negatively affect future performance and our ability to secure additional debt or equity funding.
If we are unable to raise additional capital by March 15, 2023, we will adjust our current business plan. Due to the unknown and volatile nature of the stock price and trading volume of our common stock, is it is difficult to predict the timing and amount of availability pursuant to our equity line of credit with LPC (see Note 7 above). Given our recurring losses, negative cash flow, and accumulated deficit, there is substantial doubt about our ability to continue as a going concern.
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Intangible Assets (Tables) |
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| Schedule of Amortization expense |
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| Schedule of Future amortization of intangible assets |
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Fair Value (Tables) |
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| Schedule of Fixed-Rate Debt |
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Debt (Tables) |
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| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Notes Payable |
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Stock-Based Compensation (Tables) |
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| Schedule of stock option activity |
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| Schedule of RSU activity |
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Net Loss Per Share (Tables) |
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| Schedule of anti-dilutive shares |
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Related Party Transactions (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of related party payables |
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| Schedule of accrued wages |
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Intangible Assets (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jan. 31, 2022 |
Jan. 31, 2021 |
Jan. 31, 2022 |
Jan. 31, 2021 |
|
| Goodwill and Intangible Assets Disclosure [Abstract] | ||||
| Amortization expense | $ 452 | $ 0 | $ 452 | $ 0 |
Intangible Assets (Details 1) - USD ($) |
Jan. 31, 2022 |
Jul. 31, 2021 |
|---|---|---|
| Goodwill and Intangible Assets Disclosure [Abstract] | ||
| Remainder of fiscal 2022 | $ 1,508 | |
| Fiscal 2023 | 3,015 | |
| Fiscal 2024 | 3,015 | |
| Fiscal 2025 | 3,015 | |
| Fiscal 2026 | 3,015 | |
| Thereafter | 31,200 | |
| Total | $ 44,768 | $ 0 |
Fair Value (Details) - USD ($) |
Jan. 31, 2022 |
Jul. 31, 2021 |
|---|---|---|
| Fair Value Disclosures [Abstract] | ||
| Carrying value | $ 1,413,314 | $ 1,087,270 |
| Fair value | $ 1,425,000 | $ 1,094,212 |
Debt (Details) - USD ($) |
Jan. 31, 2022 |
Jul. 31, 2021 |
||||
|---|---|---|---|---|---|---|
| Debt Instrument [Line Items] | ||||||
| Notes Payable | $ 1,425,000 | $ 1,087,270 | ||||
| Unamortized debt discount and closing costs | (11,686) | (351,030) | ||||
| Notes Payable current | 1,413,314 | 736,240 | ||||
| Notes [Member] | Labrys [Member] | ||||||
| Debt Instrument [Line Items] | ||||||
| Notes Payable | 0 | 37,270 | ||||
| Notes [Member] | Tysadco [Member] | ||||||
| Debt Instrument [Line Items] | ||||||
| Notes Payable | [1] | 250,000 | 0 | |||
| Convertible Notes [Member] | L G H [Member] | ||||||
| Debt Instrument [Line Items] | ||||||
| Notes Payable | [2] | 1,050,000 | 1,050,000 | |||
| Promissory Notes [Member] | ||||||
| Debt Instrument [Line Items] | ||||||
| Notes Payable | $ 125,000 | $ 0 | ||||
| ||||||
Debt (Details Narrative) - USD ($) |
1 Months Ended | 6 Months Ended |
|---|---|---|
Aug. 29, 2021 |
Jan. 31, 2022 |
|
| Debt Instrument [Line Items] | ||
| Loans payable | $ 25,000 | |
| Proceeds from Debt | $ 125,000 | |
| Interest rate | 8.00% | |
| Tysadco Partners [Member] | Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | ||
| Debt Instrument [Line Items] | ||
| Debt face amount | $ 250,000 | |
| Debt interest rate | 8.00% | |
| Maturity date | Mar. 01, 2022 | |
| Proceeds from issuance of debt | $ 250,000 | |
| Stock issued new, shares | 200,000 | |
| Stock issued new, value | $ 17,718 | |
| Conversion price per share | $ 0.30 | |
| Debt converted, shares issued | 900,000 |
Stock-Based Awards (Details - Stock Option Activity) |
6 Months Ended |
|---|---|
|
Jan. 31, 2022
$ / shares
shares
| |
| Equity [Abstract] | |
| Options outstanding at begining balance | shares | 1,050,000 |
| Weighted Average Exercise Price at beginning balance | $ / shares | $ 1.22 |
| Options issued | shares | 200,000 |
| Options issued | $ / shares | $ 0.26 |
| Options canceled | shares | 0 |
| Options canceled | $ / shares | $ 0 |
| Options outstanding at ending balance | shares | 1,250,000 |
| Weighted Average Exercise Price at ending balance | $ / shares | $ 1.07 |
Stock-Based Awards (Details - RSU Activity) - Restricted Stock Units (RSUs) [Member] |
6 Months Ended |
|---|---|
|
Jan. 31, 2022
shares
| |
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
| RSUs outstanding, beginning balance | 4,396,819 |
| RSUs issued | 1,500,000 |
| RSUs vested | (1,591,263) |
| RSUs outstanding, ending balance | 4,305,556 |
Stock-Based Compensation (Details Narrative) - USD ($) |
6 Months Ended | |
|---|---|---|
Sep. 14, 2021 |
Jan. 31, 2022 |
|
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Unrecognized stock-based compensation | $ 714,627 | |
| Weighted average remaining vesting period | 1 year 21 days | |
| Restricted Stock Units (RSUs) [Member] | Board Members [Member] | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Options granted | $ 500,000 | |
| Fair value of options granted | $ 675,000 | |
| Omnibus Stock Incentive Plan 2021 [Member] | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Shares available for grant | 18,300,000 | |
| Number of shares reserved | 20,000,000 |
Research and Development Rebate (Details Narrative) |
3 Months Ended |
|---|---|
|
Nov. 02, 2021
USD ($)
| |
| Research and Development [Abstract] | |
| Research and development expense | $ 284,981 |
Net Loss Per Share (Details - Antidilutive shares) - shares |
6 Months Ended | |
|---|---|---|
Jan. 31, 2022 |
Jan. 31, 2021 |
|
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Antidilutive shares | 13,335,222 | 4,497,355 |
| Equity Option [Member] | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Antidilutive shares | 1,250,000 | 400,000 |
| Convertible Notes [Member] | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Antidilutive shares | 2,034,000 | 1,581,072 |
| Warrant [Member] | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Antidilutive shares | 5,745,666 | 1,054,500 |
| Restricted Stock Units (RSUs) [Member] | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Antidilutive shares | 4,305,556 | 1,461,783 |
Related Party Transactions (Details - Due to officers) - USD ($) |
Jan. 31, 2022 |
Jul. 31, 2021 |
|---|---|---|
| Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
| Due to related party | $ 21,336 | $ 2,568 |
| Chief Executive Officer [Member] | ||
| Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
| Due to related party | 17,899 | 2,568 |
| Chief Financial Officer [Member] | ||
| Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
| Due to related party | $ 3,437 | $ 0 |
Related Party Transactions (Details - Accrued Compensation) - USD ($) |
Jan. 31, 2022 |
Jul. 31, 2021 |
|---|---|---|
| Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
| Salary and bonus payable | $ 650,616 | $ 183,846 |
| Chief Executive Officer [Member] | ||
| Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
| Salary and bonus payable | 586,769 | 183,846 |
| Chief Financial Officer [Member] | ||
| Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
| Salary and bonus payable | $ 63,847 | $ 0 |
Related Party Transactions (Details Narrative) |
Jan. 31, 2022
USD ($)
|
|---|---|
| Mr Redmond [Member] | |
| Related Party Transaction [Line Items] | |
| Bonus paid | $ 360,000 |
| Ms Farrell [Member] | |
| Related Party Transaction [Line Items] | |
| Bonus paid | $ 40,000 |
Donation Received (Details Narrative) |
Jan. 05, 2022
USD ($)
|
|---|---|
| Donation Received | |
| Other income | $ 500,000 |