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Summary of Significant Accounting Policies
12 Months Ended
Jul. 31, 2025
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 2.      Summary of Significant Accounting Policies

 

Basis of consolidation

 

The consolidated financial statements include the accounts of Odyssey Health, Inc. and our wholly-owned subsidiaries Odyssey Medical Devices, Inc. and Odyssey Group International Australia, Pty Ltd (collectively, the “Company”). All intercompany balances and transactions have been eliminated.

 

Use of estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) generally requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

Basis of accounting

 

We measure all of our assets and liabilities on the historical cost basis of accounting unless otherwise required by GAAP.

 

Reclassifications

 

Certain amounts in the prior year’s financial statements have been reclassified to conform to the current year presentation. On the balance sheet, related party payables were reclassified out of Accounts payable and accrued wages. On the statement of operations, Gain on sale of product candidates and related assets was reclassified out of operations and into other income (expense). In Note 11, reclassifications were made to better present individual deferred tax assets and related activity. These reclassifications had no impact on the Company’s financial position, results of operations, changes in stockholders’ deficit, or cash flows.

 

Research and development rebate due from the Australian government

 

We received a 43.5% rebate totaling $53,578 at the end of fiscal 2024 from the Australian government on all research and development performed in Australia. The rebate was recorded as an offset to Research and development expense. As of July 31, 2025 and 2024, $22,625 remained receivable. During the year ended July 31, 2025, we recorded an allowance against the receivable of $22,625, reducing the net receivable balance to zero at July 31, 2025.

 

Prepaid expenses and other current assets

 

Prepaid expenses and other current assets consist of loans and advances receivable and prepaid insurance. At July 31, 2025 and 2024, we reserved $27,833 for loans and advances receivable.

 

Investment in Oragenics, Inc.

 

Investment at July 31, 2024, consisted of 511,308 shares of Oragenics, Inc. (“Oragenics”) common stock which was valued quarterly based on the common stock price as reported by the NYSE American stock exchange. In June 2025, Oragenics effected a 1:30 reverse stock split which resulted in our 511,308 shares becoming 17,044 shares. Following the reverse split, in the fourth quarter of fiscal 2025, we sold all 17,044 shares at an average price of $4.35 per share for net proceeds of $69,787 after fees and commissions.

 

We also hold 7,488,692 shares of Oragenics convertible Series F preferred stock, which were reduced to 249,624 shares upon the reverse stock split (the “Preferred Stock”) which is accounted for at cost minus impairments, as it is not currently listed on a registered securities exchange. The Preferred Stock is not accounted for as an equity-method investment as it does not have voting rights nor board representation and management does not have significant influence over Oragenics. Cost was originally determined utilizing the Black Scholes pricing model with inputs of (i) expected volatility of 79.4%; (ii) risk free interest rate of 5.6%; (iii) expected life of six months; and (iv) an implied discount rate of 25% for the known restrictions on the sale and conversions of the Preferred Stock, resulting in a cost of $12,955,437 at December 28, 2023. Due to the decrease in the value of the underlying common stock and other factors, we reevaluated the Preferred Stock at July 31, 2024 and record a 100% impairment of $12,955,437. The Preferred Stock currently has a value of zero.

 

See Notes 4 and 6 for additional information regarding Oragenics.

 

Loss per share

 

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the year. Diluted net loss per share is computed giving effect to all potentially dilutive common stock and common stock equivalents, including stock options, convertible notes, restricted stock units and warrants. Basic and diluted net loss per share were the same for all years presented as we were in a loss position for all periods. See Note 12.

 

Stock-based compensation

 

We recognize stock-based compensation expense in accordance with GAAP for all restricted stock and stock option awards made to employees, directors and independent contractors. Stock-based compensation is included as a component as General and administrative expense.

 

The fair value of stock option awards is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting over the vesting period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock price, as well as by assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk free interest rate, expected dividends and projected stock option exercise behaviors. We estimate volatility based on historical volatility of our common stock, and estimate the expected term based on several criteria, including the vesting period of the grant and the term of the award. We estimate stock option exercise behavior based on assumptions regarding future exercise activity of unexercised, outstanding options.

 

The fair value of stock awards is determined based on the fair value of our common stock on the date of grant. See Note 8.

 

Fair value measurements

 

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.

 

No changes were made to our valuation techniques during the fiscal year ended July 31, 2025.

 

Research and development

 

Research and development costs are expensed in the period when incurred.

 

Income taxes

 

Income taxes are accounted for based upon an asset and liability approach. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period.

 

Accounting guidance requires the recognition of a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. We believe our income tax filing positions and deductions will be sustained upon examination and, accordingly, no reserves or related accruals for interest and penalties have been recorded at July 31, 2025 or 2024. We recognize interest and penalties on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense.

 

Segment Reporting

 

We operate in one reportable segment, which includes all of our business activities. The determination of a single reportable segment is consistent with the consolidated financial information regularly provided to our chief operating decision maker (CODM) which is our President and CEO, Mr. Michael Redmond, who reviews and evaluates consolidated net loss for purposes of assessing performance, making operating decisions, allocating resources and planning and forecasting for future periods. The measure of segment assets is reported on the balance sheet as total assets. During fiscal 2025 and 2024 there was no segment revenue.