Odyssey Health, Inc.

Note 1. Nature of Operations and Going Concern

Odyssey Health, Inc. was formed as a Nevada corporation in March 2014.

Nature of Operations

Our corporate mission is to create or acquire distinct assets, intellectual property, and technologies with an emphasis on acquisition targets that have superior clinical utility and serve an unmet medical need. Our business model is to develop or acquire medical-related products, engage third parties to help develop, complete clinical trials and manufacture products according to FDA regulations. We have two different technologies in development; the CardioMap heart monitoring and screening device and the Save-A-Life choking rescue device.

We intend to acquire other technologies and assets and plan to be a trans-disciplinary product development company involved in the discovery, development and commercialization of products and technologies that may be applied over various medical markets. We plan to license, improve and/or develop our products and identify and select distribution channels. We intend to establish agreements with distributors to get products to market quickly as well as to undertake and engage in our own direct marketing efforts. We will determine the most effective method of distribution for each unique product that we include in our portfolio. We will engage third-party research and development firms who specialize in the creation of our products to assist us in the development of our own products, and we will apply for trademarks and patents once we have developed proprietary products.

We are not currently selling or marketing any products, as our products are in development, and Food and Drug Administration (“FDA”) clearance or approval to market our products will be required to sell in the United States. In addition, we would require additional European Union or country specific clearance or approvals to sell internationally.

Going Concern

We did not recognize any revenues for the years ended July 31, 2025 (“fiscal 2025”) or 2024 (“fiscal 2024”), and we had an accumulated deficit of $62,745,837 as of July 31, 2025. For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations. As of July 31, 2025, we had current liabilities of $7,004,421, current assets of $49,723, and a working capital deficit of $6,954,698. At July 31, 2025, we did not have sufficient working capital to meet our operating expenses through the first quarter of fiscal 2026.

The operating deficit and negative working capital at July 31, 2025 indicate 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 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.

We are continually adjusting our business plan to reflect our current liquidity expectations. If we are unable to raise additional capital, secure additional debt financing, secure additional equity financing, secure a strategic partner, reduce our operating expenditures, or seek bankruptcy protection, we will adjust our business plan. Given our recurring losses, negative cash flow, and accumulated deficit, there is substantial doubt about our ability to continue as a going concern.

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 ofzero.

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.

Note 3. New Accounting Pronouncements

ASU 2023-07

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07,Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides amendments to reportable segment disclosure requirements requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. We adopted ASU 2023-07 effective July 31, 2025 which had no significant effect on our financial reporting or disclosures.

ASU 2023-09

In December 2023, the FASB issued ASU 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. We are currently evaluating this ASU to determine its impact on our disclosures.

ASU 2024-03

In November 2024, the FASB issued ASU 2024-03,Comprehensive Income (Topic 220): Disaggregation of Income Statement Expense, related to the disaggregation of certain income statement expenses. The amendments in this update require public entities to disclose incremental information related to purchases of inventory, team member compensation and depreciation, which will provide investors the ability to better understand entity expenses and make their own judgements about entity performance. The amendments in this update are effective for fiscal years beginning after December 15, 2026. We plan to adopt this pronouncement and make the necessary updates to our disclosures for the year ending July 31, 2027, and, aside from these disclosure changes, we do not expect the amendments to have a material effect on our financial statements.

Note 4. Asset Sale Agreement with Oragenics, Inc.

On October 4, 2023, we entered into an Asset Sale Agreement (the “Agreement”) with Oragenics, which closed on December 28, 2023. Pursuant to the Agreement, we sold certain assets related to the treatment of brain related illnesses and diseases (the “Assets”) with a total carrying value of $48,367 to Oragenics in exchange for (i) $1,000,000 in cash; (ii)8,000,000 shares of convertible Series F preferred stock; and (iii) the assumption of $325,672 of our accounts payable. The total value of consideration received was $16,449,054, which resulted in a gain of $16,400,687.

The Assets include drug candidates for treating mild traumatic brain injury (“mTBI”), also known as concussion, and for treating Niemann Pick Disease Type C (“NPC”), as well as our proprietary powder formulation and its nasal delivery device.

We received $500,000 upon the execution of the Agreement on October 4, 2023, and received the additional $500,000 on December 11, 2023, upon our stockholder approval for the sale of the Assets. Following the closing of the Agreement on December 28, 2023, we received 8,000,000 shares of Preferred Stock. Upon receipt,511,308 shares of the Preferred Stock, which represented 19.9% of the then outstanding shares of Oragenics common stock, converted into 511,308 shares of Oragenics restricted common stock. The restricted common stock became freely tradeable on June 28, 2024, subject to Rule 144 restrictions and limitations that limit us to being allowed to sell no more than an amount equal to the greater of (i) 1% of the total shares of Oragenics common stock outstanding or (ii) the average of the previous four-week trading volume during each quarterly period. In June 2025, we sold all 511,308 (17,044 post-split) shares at an average price of $4.35 per share for net proceeds of $69,787 after fees and commissions.

Prior to closing, we were required to obtain the consent of Mast Hill Fund, L.P (“Mast Hill”) to consummate the closing of the Agreement. As part of the consent, we entered into a pledge agreement with Mast Hill granting a security interest in 154,545 of the preferred shares, and collectively with all of the common shares or other securities into which the preferred shares are converted or exchanged into common shares, until the Mast Hill debt is paid.

The remaining shares of convertible Preferred Stock will convert upon Oragenics shareholder approval and upon certain listing and change in control criteria being achieved. Restrictions on the sale or conversion of the Preferred Stock must include all of the following: (i) Oragenics shall have applied for and been approved for initial listing on the NYSE American or another national securities exchange or shall have been delisted from the NYSE American, and (ii) if, and only if, required by the rules of the NYSE American, the Oragenics’ shareholders shall have approved any change of control that could be deemed to occur upon the conversion of the Preferred Stock into Oragenics Common Stock, based on the facts and circumstances existing at such time.

Note 5. Asset Purchase Agreement and Asset Purchase Liability

On January 7, 2021, we entered into an Asset Purchase Agreement (the “APA”) with Prevacus, Inc. (“Prevacus”), pursuant to which we purchased the assets and all of the rights, interests and intellectual property in a certain drug program (ONP-002) for treating mild brain trauma (concussion) and the delivery device (collectively, the “Asset”) in exchange for (i)7,000,000 shares of our common stock plus (ii) the Milestone Consideration.

On March 1, 2025, our four-year agreement regarding contingent consideration related to milestones in our Asset Purchase Agreement with Prevacus expired and, accordingly, no further assessments of contingent consideration will be made in future periods. The fair value of the contingent consideration was 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 July 31, 2025 and July 31, 2024.

In connection with the APA, we withheld 1,000,000 shares of our common stock valued at $1.18 per share, for $1,180,000, in exchange for our payment of certain liabilities of Prevacus which was recorded as an Asset purchase liability on our Consolidated Balance Sheets. Any remaining Asset purchase liability, once all obligations have been paid, will be satisfied with the release of shares of our common stock at $1.18 per share. At July 31, 2025 and 2024, the Asset purchase liability was $1,125,026.

Note 6. Fair Value, Commitments and Contingent Liabilities

The Company had no financial instruments carried at fair value as of July 31, 2025. Financial instruments that were carried at fair value as of July 31, 2024, consisted of our investment in the common stock of Oragenics as follows:

Valuation of Oragenics Common Stock

Our shares of Oragenics common stock were valued based on the quoted price on the NYSE American Stock Exchange.

Fair Value of Current Assets and Liabilities

The carrying values of Cash, Prepaid expenses and other current assets, Accounts payable and accrued wages, Accounts payable and accrued wages, officers, Accrued interest and Notes payable approximate their fair value due to their short maturities.

Contingent Liabilities

At July 31, 2025 and 2024, 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 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 fiscal years ended July 31, 2025 or 2024.

Note 7. Debt

LGH Investments, LLC

On April 5, 2021, we entered into a Securities Purchase Agreement with LGH Investments, LLC (“LGH”) pursuant to which we entered into a $1,050,000 face value convertible promissory note which bears interest at a one-time rate of 8.0% applied to the face value and is due February 5, 2022 (the “2021 Note”). We received $1,000,000 net cash from the issuance of the 2021 Note and incurred a $50,000 original issue discount and $30,000 closing costs, which were amortized over the life of the 2021 Note.

On February 15, 2022, we entered into Amendment No. 1 to the Note 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 $51,000 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. The conversion rate of the Note is $1.00 per share for a total of 1,336,000 shares of our common stock if converted in full, including interest.

On June 10, 2022, we entered into Amendment No. 2 to the Note. Pursuant to the Amendment, the maturity date of the Note was extended from May 31, 2022 to August 30, 2022, and the conversion rate was changed from $1.00 to $0.20 per share. All other terms and conditions remain the same.

On September 29, 2022, we entered into Amendment No. 3 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH Investments, LLC (“LGH”). Pursuant to Amendment No. 3, the maturity date of the note was extended to December 31, 2022. As consideration, $115,000 was added to the principal amount outstanding and is being amortized as interest expense over the remaining term of the Note. All other terms and conditions remain the same.

On November 10, 2022, LGH provided notice to convert $300,000 of their outstanding convertible note into 1,500,000 shares of our common stock at $0.20 per share.

On December 29, 2022, we entered into Amendment No. 4 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH. Pursuant to the Amendment No. 4, the maturity date of the note was extended to March 31, 2023. As consideration, we paid $35,000 towards the principal amount outstanding and $50,000 was added to the principal amount outstanding. All other terms and conditions remained the same.

On March 31, 2023, we entered into Amendment No. 5 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH. Pursuant to the Amendment No. 5, the maturity date of the note was extended to June 30, 2023. As consideration, $20,000 was added to the principal amount outstanding. All other terms and conditions remained the same.

On July 6, 2023, we entered into Amendment No. 6 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH. Pursuant to the Amendment No. 6, the maturity date of the note was extended to December 31, 2023. As consideration, $25,000 was added to the principal amount outstanding and interest shall be charged on the unpaid Principal Amount at the rate of 8% per annum from July 6, 2023. All other terms and conditions remained the same.

On August 28, 2023, we paid LGH $30,000 of principal on this Note, and on December 15, 2023, we paid LGH $50,000 of principal on this note.

On December 30, 2023, we entered into Amendment No. 7 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH. Pursuant to the Amendment, the maturity date of the note was extended to June 30, 2024. As consideration, $60,000 was added to the principal amount outstanding. In addition, Section (3)(d)(ii) was redefined to allow us to prepay the Note at any time by providing LGH notice of our intent to prepay the outstanding amounts due under the Note. Once we provide notice of our intent to prepay, then LGH shall have the sole option to convert any amounts due under the Note for 30 days prior to us making payment. If LGH does not elect to make a conversion within the 30 days, we will tender the full amount in the prepayment notice by paying 110% of the total outstanding balance including all principal, defaults and interest to LGH within 5 calendar days. If LGH has previously provided a notice of conversion to us, we may not prepay any of the amount included in such notice. All other terms and conditions remain the same.

On June 30, 2024, we entered into Amendment No. 8 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH. Pursuant to the Amendment, the maturity date of the note was extended to December 31, 2024. As consideration the note conversion price was changed to $0.072 per common share. As of July 31, 2024, the balance of the note was $1,035,000 with no remaining unamortized debt discounts, and accrued interest was $173,880.

On February 18, 2025, and effective December 31, 2024, we entered into Amendment No. 9 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH. Pursuant to the Amendment, the maturity date of the note was extended to July 31, 2025.

On September 15, 2025, and effective July 31, 2025, we entered into Amendment No. 10 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH. Pursuant to the Amendment, the maturity date of the note was extended to January 31, 2026.

Following these amendments and payments, at July 31, 2025, there was $1,035,000 of principal and $256,676 of accrued interest outstanding.

On October 6, 2025, LGH provided notice to convert $144,000 of their outstanding convertible note into 2,000,000 shares of our common stock at $0.072 per share. Following the conversion, there was $891,000 of principal and $281,875 of accrued interest outstanding. See Note 13.

Accredited Investor Promissory Notes

$300,000 Promissory Note

On August 14, 2024, we entered into a $300,000 promissory note (the “Note”) with Peter D’Arruda, an accredited investor. The $300,000 was received on August 22, 2024. The Note has a one-year maturity, becoming due on August 22, 2025, and bears interest at the rate of 18% per annum. In addition, we issued the investor an immediately exercisable warrant to purchase 300,000 shares of our common stock at $0.10 per share that expires August 14, 2029, with a fair value of $13,343.

On August 14, 2025, this Note was amended to extend the maturity date to January 31, 2026.

At July 31, 2025, $300,000 in principal and $51,925 in accrued interest remained outstanding.

$100,000 Promissory Note

On October 3, 2025, we entered into a $100,000 promissory note with an effective date of October 1, 2025, with Peter D’Arruda, an accredited investor. The $100,000 was received October 3, 2025. The note has a one-year maturity, becoming due on September 30, 2026, and bears interest at the rate of 18% per annum. In addition, we issued the investor an immediately exercisable warrant to purchase 100,000 shares of our common stock at $0.10 per share that expires September 30, 2030. See Note 13.

$50,000 Promissory Note

On February 13, 2024, we entered into a six-month promissory note for $50,000, with Jonathan Lutz, an accredited investor, with an interest rate of 10% per annum and due August 11, 2024, and convertible into 20,000 shares of Oragenics common stock currently held by us at the investor’s option. In June 2024, this note was amended to provide for settlement of the note by issuing the accredited investor 30,000 shares of Oragenics common stock when the Oragenics preferred stock held by us is converted into Oragenics common stock.

In August 2024, this note was amended to extend the maturity date to July 31, 2025.

On July 31, 2025, the note was amended to extend the maturity date to January 31, 2026.

At July 31, 2025, $50,000 in principal and $7,319 in accrued interest remained outstanding.

Mast Hill Fund L.P.

On December 13, 2022, we entered into a Securities Purchase Agreement (the “SPA”) with Mast Hill Fund, L.P. Pursuant to the SPA, we sold Mast Hill (i) an $870,000 face value, one-year,10% per annum Promissory Note convertible into shares of our common stock at $0.12 per share, (ii) a five-year share purchase warrant entitling Mast Hill to acquire 2,000,000 shares of our common stock at $0.20 per share (the “Warrant”), and (iii) a five-year warrant for 4,000,000 shares of our common stock at $0.20 per share issuable in the event of default. Net proceeds after original discount, fees, and expenses, was $723,868. Pursuant to our agreement with Mast Hill, we were required to notify Mast Hill of any draws on the LPC equity line of credit and at their request remit 30% of the proceeds. In connection with the Mast Hill agreement, we issued Carter Terry & Company, Inc.213,725 shares of our common stock valued at $13,443.

On June 13, 2023, we entered into Amendment No. 1 to the SPA dated December 13, 2022. Pursuant to the Amendment, we (i) increased the principal balance by $50,000 to a total of $920,000 to be amortized over the life of the note, (ii) issued a five-year common stock purchase warrant to Mast Hill Fund L.P. for the purchase of 1,000,000 shares of our common stock at $0.20 per share with a fair value of $28,448, (iii) extended the maturity dated to June 13, 2024, (iv) extended the amortization payments, and (v) changed the terms of the repayment from proceeds from other sources.

On March 13, 2024, we entered into Amendment No. 2 to the Securities Purchase Agreement dated December 13, 2022, with Mast Hill. Pursuant to the Amendment, the $200,000 amortization payment due March 13, 2024, was extended to September 13, 2024, and the maturity date was extended to December 13, 2024.

Mast Hill converted the following amounts of principal, interest and fees to shares of our common stock through July 31, 2025:

Payments made to Mast Hill were as follows:

On August 7, 2023, Mast Hill converted their outstanding warrant exercisable for 2,000,000 shares in a cashless exercise. The conversion resulted in the purchase of 1,610,390 shares of our common stock at an exercise price of $0.075 per share. Following this conversion, no shares remained available pursuant to this warrant.

Due to the remaining 5,000,000 Mast Hill warrants containing a down-round provision, which was triggered prior to July 31, 2023, we issued an additional 12,444,445 warrants exercisable at $0.072 per share having a total value of $63,455 during the period ended January 31, 2024. The $63,455 was recorded as a deemed dividend in our Condensed Consolidated Statements of Operations for the period ended January 31, 2024. In addition, the exercise price of the 5,000,000 warrants was reduced to $0.072 per share from $0.20 per share.

On March 14, 2024, Mast Hill converted their outstanding warrant for 2,778,778 shares of our common stock in a cashless exercise, which resulted in the issuance of 1,926,713 shares of our common stock at an exercise price of $0.072 per share. Following this exercise, Mast Hill had warrants exercisable for 14,666,667 shares of our common stock at $0.072 per share.

On October 29, 2024, we entered into Amendment No. 3 to the Securities Purchase Agreement dated December 13, 2022, with Mast Hill. Pursuant to the Amendment, the $200,000 amortization payment due September 13, 2024, was extended to March 13, 2025, and the maturity date was extended to June 13, 2025. As consideration, we pledged 1,000,000 shares of Oragenics Preferred Stock held by us as collateral until the note is paid. At July 31, 2025, we had a total of 19,243 (1,154,545 pre-reverse split) shares of Oragenics Preferred Stock pledged as collateral, which included 2,576 (154,545 pre-reverse split) shares pledged upon entering into the sale agreement with Oragenics in December 2023.

On June 10, 2025, we entered into Amendment No. 4 to the Securities Purchase Agreement dated December 13, 2022, with Mast Hill. Pursuant to the Amendment, the maturity date was extended to July 13, 2025.

On July 11, 2025, we entered into Amendment No. 5 to the Securities Purchase Agreement dated December 13, 2022, with Mast Hill. Pursuant to the Amendment, the maturity date was extended to October 10, 2025.

Following these repayments and conversions, at July 31, 2025, there was $499,567 of principal, $76,661 of accrued interest, and warrants exercisable for 14,666,667 shares of our common stock outstanding.

See Note 9 for a discussion of a Stock Purchase Agreement dated July 31, 2025 with Mast Hill Fund L.P.

On August 29, 2025, Mast Hill converted $80,618 of interest and $1,750 in fees for a total of $82,368 into 1,144,000 shares of our common stock at a price of $0.072 per share. See Note 13.

On October 9, 2025, we entered into Amendment No. 6 to the Securities Purchase Agreement dated December 13, 2022, with Mast Hill. Pursuant to the Amendment, the maturity date for the full amount outstanding was extended to April 30, 2026. See Note 13.

Directors and Officers Promissory Notes

On December 21, 2021 and December 22, 2021, we entered into a total of five Promissory Notes (the “Promissory Notes”) with three of our directors and two officers.

Mr. Joseph Michael Redmond, President and Chief Executive Officer, Ms. Christine M. Farrell, Chief Financial Officer, Mr. Jerome H. Casey, Director, Mr. John P. Gandolfo, Director, and Mr. Ricky W. Richardson, Director, each loaned us $25,000 for total proceeds of $125,000. The Promissory Notes bear interest at 8% per annum and were originally due March 31, 2022.

On October 19, 2023, John Gandolfo, former director, exercised his option to convert his convertible note of $25,000 plus $3,655 of accrued interest into 238,792 shares of common stock at $0.12 per share.

On November 1, 2023, we entered into four Promissory Note Amendments to the Promissory Notes entered into December 21, 2021, and December 22, 2021 with two directors and two officers to extend the maturity date of the Promissory Notes to January 31, 2024. All other terms and conditions remained the same.

On July 31, 2024, we entered into four Promissory Note Amendments to the Promissory Notes entered into December 21, 2021, and December 22, 2021 with two directors and two officers to extend the maturity date of the Promissory Notes to January 31, 2025 and, on January 31, 2025, these Promissory Notes were again amended to extend the maturity date to July 31, 2025. On July 31, 2025, the maturity date of the Promissory Notes was extended to January 31, 2026.

All other terms and conditions remained the same.

At July 31, 2025, we had $100,000 of principal and $28,859 of accrued interest related to these Promissory Notes outstanding.

Notes Payable Outstanding

Note 8. 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 2021 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 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 2021 Plan is 20,000,000. At July 31, 2025,3,875,000 shares remained available for future issuances and 17,625,000 shares of our common stock were reserved for issuance for awards pursuant to the 2021 Plan.

Stock Options

Stock option activity during fiscal 2025 and 2024 was as follows:

Criteria used for determining the Black-Scholes value of options granted were as follows:

The weighted average contractual term remaining for outstanding options was 5.53 years at July 31, 2025.

Warrants

Warrant activity during fiscal 2025 and 2024 was as follows:

The weighted average contractual term remaining for outstanding warrants was 2.13 years at July 31, 2025.

Unrecognized Stock-Based Compensation Costs

At July 31, 2025, we hadno unrecognized stock-based compensation.

Note 9. Common Stock

Common Stock Purchase Agreement with Mast Hill Fund, L.P.

Pursuant to an Equity Purchase Agreement (the “Agreement”) dated July 29, 2025, we have the right, but not the obligation, to deliver Put Notices to Mast Hill Fund L.P. (“Mast Hill”) to purchase Put Shares of our common stock totaling up to $25.0 million. Each Put Notice will be (i) in a minimum amount not less than $5,000 and (ii) in a maximum amount up to the lesser of (a) $500,000 or (b) 20% of the Average Daily Trading Value. The lesser of (a) or (b) is referred to as the Maximum Daily Put Amount. We may, at our option, specify a minimum share price with respect to our common stock (the “Minimum Price”) in a Put Notice at the time that the Put Notice is delivered to Mast Hill. If a Minimum Price is specified in a Put Notice and our common stock trades at a price per share that is less than the Minimum Price during the respective Valuation Period (the “Minimum Price Trigger”), then (i) the number of Put Shares with respect to such Put shall automatically be reduced to the number of Put Shares sold by Mast Hill prior to the first time that our common stock traded below the Minimum Price during the respective Valuation Period (the “Adjusted Put Share Amount”), and (ii) Mast Hill shall return to the Transfer Agent the number of Put Shares under the respective Put that exceed the Adjusted Put Share Amount.

The number of Put Shares purchased by Mast Hill shall not exceed an amount such that Mast Hill would beneficially own more than 4.99% of our outstanding common stock immediately following the purchase of shares of our common stock pursuant to a Put Notice.

Pursuant to the Agreement, we filed a Registration Statement covering up to 20.0 million shares to be sold by Mast Hill. We will not receive any compensation upon a sale of our common stock by Mast Hill.

On August 29, 2025, Mast Hill converted $80,618 of interest and $1,750 in fees for a total of $82,368 into 1,144,000 shares of our common stock at an exercise price of $0.072 per share. See Note 13.

Mast Hill Note Conversion and Warrant Exercises

On August 7, 2023, Mast Hill converted their outstanding warrant exercisable for 2,000,000 shares in a cashless exercise, which resulted in the issuance of 1,610,390 shares of our common stock at an exercise price of $0.075 per share. Following this conversion, no shares remained available pursuant to this warrant.

On March 14, 2024, Mast Hill converted their outstanding warrant for 2,778,778 shares of our common stock in a cashless exercise, which resulted in the issuance of 1,926,713 shares of our common stock at an exercise price of $0.072 per share. Following this exercise, Mast Hill had warrants exercisable for 14,666,667 shares of our common stock at $0.072 per share.

During fiscal 2024, Mast Hill converted a total of $225,437 of principal, $16,013 of accrued interest and $8,750 of fees into 3,197,000 shares of our common stock. There were no conversions in fiscal 2025. See Note 7.

Conversion of LGH Investments, LLC Convertible Note

On October 6, 2025, LGH converted $144,000 of their outstanding convertible note into 2,000,000 shares of our common stock at a price of $0.072 per share. Following the conversion, there was $891,000 of principal and $281,875 of accrued interest outstanding. See Note 13.

Return of Shares

On August 24, 2023, ClearThink voluntarily returned 100,000 shares of our common stock following their inadvertent sale of shares of our common stock exceeding predetermined limits.

Convertible Notes Payable

On October 19, 2023, John Gandolfo, former director, exercised his option to convert his convertible note of $25,000 plus $3,655 interest into 238,792 shares of common stock at $0.12 per share.

On December 29, 2023, ClearThink exercised their option to convert their convertible note payable of $175,000 plus $20,000 of interest into 975,000 shares of common stock at $0.20 per share.

Accredited Investors Note Purchase Agreement

On December 29, 2023, the accredited investors provided notice to convert their notes. On January 26, 2024, we converted a total of $500,000 of principal plus accrued interest of $28,767 for a total of $528,767 into 7,343,989 shares of our common stock at $0.072 per share. No amounts remained outstanding pursuant to this note purchase agreement at July 31, 2025.

Lincoln Park Capital Fund

On August 14, 2020, we entered into a Purchase Agreement (the “LPC Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park” or “LPC”). Pursuant to the LPC Purchase Agreement, we had the right, in our sole discretion, to sell to LPC up to $10,250,000 in shares of our common stock, from time to time until the expiration on December 31, 2023. In consideration for entering into the LPC Purchase Agreement, we issued 793,802 shares of our common stock to LPC.

Upon entering into the LPC Purchase Agreement, we sold 602,422 shares of our common stock to LPC in an initial purchase for a total purchase price of $250,000. Thereafter, and through the expiration date, LPC purchased a total of 7,982,518 shares of our common stock for total proceeds to us of $2,656,106. Of these amounts,600,000 shares were purchased for total proceeds to us of $55,620 in fiscal 2024. At December 31, 2023, the LPC Purchase Agreement expired.

Common Stock Issued in Connection with Debt Financings

As discussed above in Note 7, we issued the following shares of our common stock in connection with debt financings during fiscal 2024. No common stock was issued during fiscal 2025:

Note 10. Income Taxes

We file income tax returns in the U.S. federal jurisdiction and the various states in which we operate and are registered. Our tax returns are not currently under examination for any year. The deferred tax assets are net of a 100% valuation allowance as it is more likely than not at this time that the deferred tax assets will not be realized due to substantial uncertainty as to our ability to continue as a going concern (Note 1).

The following table reconciles the U.S. federal statutory rate to our effective tax rate:

Our tax provision (benefit) was as follows:

Our net deferred tax asset was as follows:

As of July 31, 2025, we had $20,142,745 of federal net operating loss carryforwards. These carry forwards relate to tax years after 2018 and therefore have indefinite lives. Current or future ownership changes may severely limit the future realization of these net operating losses.

We provide for a valuation allowance when it is more likely than not that they will not realize a portion of the deferred tax assets. We established a valuation allowance against our net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, we have not reflected any benefit from such deferred tax assets in the accompanying financial statements.

We review the issuance of stock to certain senior executives who received stock in conjunction with becoming an officers and directors. As officers and directors of a publicly-traded company, the sale of shares could be subject to the short-swing profits rules of Securities Exchange Act Section 16(b) and is subject to a substantial risk of forfeiture per IRC § 83 (c)(3)(A). Given that such stock is subject to a substantial risk of forfeiture, such stock is treated as nonvested stock under IRC § 83. As the stock received was nonvested stock, income inclusion is deferred until the year in which the stock vests unless the employee makes an affirmative election to include income in the year of receipt.

We reviewed all income tax positions taken or that are expected to be taken for all open years and determined that our income tax positions are appropriately stated and supported for all open years. We are subject to U.S. federal income tax examinations by tax authorities for years after 2022 due to unexpired net operating loss carryforwards originating in and subsequent to that year. We may be subject to income tax examinations for the various taxing authorities which vary by jurisdiction. Our policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statements of operations. As of July 31, 2025, there wereno unrecognized tax benefits, or any material tax related interest or penalties. We do not have any examinations ongoing.

Note 11. Related Party Transactions

Due to Officers

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

The amount of unpaid salary and bonus due to our officers was included in Accrued payable and accrued wages, officers on our Consolidated Balance Sheets and was as follows:

See Note 7 for a discussion of $25,000 Promissory Notes payable to each of two officers and two directors.

**Note 12. Net Loss Per Share **

The following securities were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive:

Basic and diluted net loss per share are the same for all periods presented because we are in a loss position.

Note 13. Subsequent Events

Accredited Investor Promissory Note Amendment and New Promissory Note

On August 14, 2025, the $300,000 promissory note with Peter D’Arruda, accredited investor dated August 14, 2024 was amended to extend the maturity date to January 31, 2026. See Note 7 for additional information.

On October 3, 2025, we entered into a $100,000 promissory note with an effective date of October 1, 2025, with Peter D’Arruda, an accredited investor. The $100,000 was received October 3, 2025. The note has a one-year maturity, becoming due on September 30, 2026, and bears interest at the rate of 18% per annum. In addition, we issued the investor an immediately exercisable warrant to purchase 100,000 shares of our common stock at $0.10 per share that expires September 30, 2030.

Mast Hill Fund, L.P.

On August 27, 2025, we entered into Securities Purchase Agreement (the “SPA”) with Mast Hill. Pursuant to the SPA, we sold Mast Hill (i) a $220,000 face value, one-year, 10% per annum Promissory Note (the “Note”) convertible into shares of our common stock at 85% of the lowest volume-weighted average price of our common stock during the ten trading days immediately preceding the respective conversion date, and (ii) a five-year warrant that is immediately exercisable entitling Mast Hill to acquire 1,000,000 shares of our common stock at $0.10 per share. If the market price of our common stock is greater than the exercise price, Mast Hill may elect to receive warrant shares pursuant to a cashless exercise. Any principal or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) 16% per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid. Net proceeds after original discount of $22,000, fees and expenses, was $173,000.

On August 29, 2025, Mast Hill converted $80,618 of interest and $1,750 in fees for a total of $82,368 into 1,144,000 shares of our common stock at a price of $0.072 per share. Following the conversion, principal was $499,667 and remaining interest was $13.00.

On October 9, 2025, we entered into Amendment No. 6 to the Securities Purchase Agreement dated December 13, 2022, with Mast Hill. Pursuant to the Amendment, the maturity date for all outstanding principal and interest was extended to April 30, 2026.

LGH Investments, LLC

On September 18, 2025, and effective July 31, 2025, we entered into Amendment No. 10 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH. Pursuant to the Amendment, the maturity date of the note was extended to January 31, 2026.

On October 6, 2025, LGH converted $144,000 of their outstanding convertible note into 2,000,000 shares of our common stock at $0.072 per share. Following the conversion, there was $891,000 of principal and $281,875 of accrued interest outstanding.

Master Technology and Sub-license Agreement

On October 14, 2025, we entered into a Master Technology and Sub-license Agreement (the “Agreement”) with NeuRX Health, Inc. (“NeuRX”). Pursuant to the Agreement, we entered into a sub-licensing agreement for exclusive, worldwide rights to BreastCheck®, a non-invasive test for breast abnormalities. The Agreement is subject to finalization of certain terms and closing conditions.