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 such products, complete clinical trials, and manufacture products according to U. S. Food and Drug Administration (“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 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, 2026 (“Fiscal 2026”) or 2025 (“Fiscal 2025”), and we had an accumulated deficit of $68,475,530 as of July 31, 2026. For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations. As of July 31, 2026, we had current liabilities of $12,277,546, current assets of $147,859, and a working capital deficit of $12,129,687. At July 31, 2026, based on current projections and anticipated funding sources, we believe we have sufficient working capital to meet our operating expenses through the end of the first quarter 2027, subject to the risks and uncertainties described herein.

The operating deficit and negative working capital at July 31, 2026 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 subsidiary Odyssey Medical Devices, Inc. On May 20, 2026, we dissolved our Australian subsidiary, Odyssey Group International Pty. 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

We have reclassified, combined or separately disclosed certain amounts in the prior year’s consolidated financial statements and accompanying footnotes to conform with the current year’s presentation. These changes consisted of the following:

There was no effect on the reported Net loss and comprehensive loss for the periods reported.

Research and development rebate due from the Australian government

As of July 31, 2026 and 2025, $22,625 remained receivable, pursuant to our research and development arrangement with the Australian government. During Fiscal 2025, we recorded an allowance against the receivable of $22,625, reducing the net receivable balance tozero at July 31, 2026 and 2025. We closed our Australian subsidiary during fiscal 2026 and do not expect any further rebates.

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist primarily of prepaid insurance. At July 31, 2026 and 2025, loans and advances receivable totaling $27,833 were fully reserved. Deferred closing costs of $21,555 related to the S-1 filed in in the first quarter of 2026 were written-off in the fourth quarter of Fiscal 2026.

Derivative liabilities

We have derivative liabilities related to outstanding debt with a variable conversion features. We accounted for the fair value of the derivative liability utilizing a Black-Scholes pricing model upon inception and mark it to fair value using the Black-Scholes pricing model as of the end of each reporting period with the change in fair value being accounted for in the Consolidated Statements of Operations and Comprehensive Loss in the period incurred. See also Notes 6 and 7.

Financing costs

Financing costs relate to our derivative liabilities. At inception our derivatives’ initial fair values exceeded their total proceeds. The excess of the fair value over the original debt was recognized as a derivative loss at inception and was recorded as financing costs on our Consolidated Statements of Operations and Comprehensive Loss.

Offsetting of Financial Assets and Liabilities

We recognize offsets of financial assets and financial liabilities when it currently has a legally enforceable right to set off the recognized amounts and intends to settle on a net basis. We evaluate whether a right of offset exists based on the contractual terms of the arrangement and the enforceability of those terms under applicable law. Amounts subject to legally enforceable master netting arrangements or similar agreements are presented on a net basis in the consolidated balance sheets when the applicable offsetting criteria are met. Management reviews offsetting arrangements periodically to determine whether the legal right of setoff remains enforceable and whether the settlement practices continue to support net presentation. Amounts offset in the consolidated balance sheets are disclosed in accordance with applicable U.S. GAAP requirements.

Extinguishment of accounts payable

During the third and fourth quarters of Fiscal 2026, certain vendors forgave the accounts payable owed to them by us. Pursuant to Accounting Standards Codification (“ASC”) 405-20 Liabilities – Extinguishment of Liabilities, we account for the forgiveness of accounts payable as the extinguishment of debt and record the gain as Gain on extinguishment of accounts payable on the Consolidated Statements of Operations and Comprehensive Loss in the period of forgiveness.

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, 2026.

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, 2026 or 2025. We recognize interest and penalties on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense.

Net 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 13.

Segment Reporting

We operate inone 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 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 years 2026 and 2025 there was no segment revenue.

Note 3. New Accounting Pronouncements

ASU 2023-09

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. We adopted this ASU effective July 31, 2026, on a prospective basis and the amendments did not have a material effect on our financial statements.

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.

ASU 2025-11

In December 2025, the FASB issued ASU 2025-11,Interim Reporting (Topic 270): Narrow-Scope Improvements, that included amendments to improve the organization of required interim disclosures and clarified the scope of their applicability. The amendments in this update are effective for fiscal years beginning after December 15, 2027. We plan to adopt this pronouncement and make the necessary updates to our disclosures for the fiscal year ending July 31, 2029, and, aside from these disclosure changes, we do not expect the amendments to have a material effect on our financial statements.

ASU 2025-12

In December 2025, the FASB issued ASU 2025-12,Codification Improvements, intended to make financial reporting more straightforward by addressing 33 specific issues within the FASB ASC. 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 fiscal year ending July 31, 2028, 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, 2026 and 2025, the Asset purchase liability was $1,125,026.

Note 6. Fair Value, Commitments and Contingent Liabilities

We 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, 2026 were as follows:

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, 2026 or 2025.

Derivative Liabilities

Derivative liabilities relate to the variable conversion feature embedded in our August 27, 2025 Securities Purchase Agreement, our November 13, 2025 Convertible Promissory Note and Maintenance Agreement, our November 13, 2025 Securities Purchase Agreement with Mast Hill Fund L.P. and our December 31, 2025 Second Tranche related to the November 13, 2025 Securities Purchase Agreement. See Note 7 for additional information. The fair value of our derivative liabilities as determined using the Black-Scholes pricing model utilizing the following inputs:

Changes in our derivative liabilities were as follows:

See also Note 7.

Fair Value of Current Assets and Current Liabilities

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

Contingent Liability

At July 31, 2026 and 2025, 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.

Mast Hill Notes – Defaults and Global Amendment

Our convertible promissory notes held by Mast Hill Fund, L.P. (“Mast Hill”) originally matured between August 27, 2026 and December 31, 2026. Our note issued to Mast Hill in August 2025 matured on August 27, 2026 and was not repaid. In addition, as described in Note 7, we have not reserved the full number of shares of common stock required under the Maintenance Note and the Master Note issued to Mast Hill (the “Reserved Amount”).

On October 23, 2026, we entered into a Global Amendment with Mast Hill (the “Global Amendment”) covering all four of our promissory notes held by Mast Hill, including each tranche funded under the Master Note. Under the Global Amendment, (i) the maturity date of each of the notes was extended to January 31, 2027; (ii) Mast Hill agreed to a one-time waiver of any event of default under Section 3.1 or Section 3.2 of the notes that occurred on or before October 23, 2026, which includes our nonpayment of the August 2025 note at maturity and our failure to maintain the Reserved Amount; and (iii) Mast Hill agreed to a one-time waiver of any event of default under Section 3.2 of the notes that may occur from October 23, 2026 through January 31, 2027 as a result of our failure to satisfy the Reserved Amount.

The waivers are limited to the events of default described above. They do not apply to any other event of default under the notes, to any payment default occurring after October 23, 2026, including a failure to repay the notes at their extended maturity date, or to any failure to maintain the Reserved Amount after January 31, 2027. We do not currently have sufficient funds to repay the notes at their extended maturity date. If Mast Hill were to declare an event of default that is not waived or cured, Mast Hill could accelerate amounts due under the notes and terminate the Maintenance Agreement. Any such action could have a material adverse effect on our liquidity, financial condition and results of operations.

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 closed April 21, 2026. Terms included worldwide license to the technology, a royalty agreement, sublicense agreement and material transfer agreement.

On May 6, 2026, we received formal written notice from NeuRX, advising us that NeuRX was in breach of its contractual obligations with Davion Healthcare Plc ("Davion”). Specifically, NeuRX failed to obtain Davion's required approval prior to sublicensing the BreastCheck product to us. As a result, the notice stated that the Agreement between us and NeuRX was immediately cancelled.

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.

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.

On January 31, 2026, we entered into Amendment No. 11 to the Convertible Promissory Note to extend the maturity date to April 30, 2026.

On May 18, 2026, and effective April 30, 2026, we entered into Amendment No. 12 to the Convertible Promissory Note to extend the maturity date to September 30, 2026.

At July 31, 2026, we had $891,000 of principal and $330,071 of accrued interest outstanding pursuant to the Note.

On September 29, 2026, we entered into Amendment No. 13 to the Convertible Promissory Note to extend the maturity date to January 31, 2027.

$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.

On February 2, 2026 with an effective date of January 31, 2026, this Note was amended to extend the maturity date to January 31, 2027.

At July 31, 2026, $300,000 in principal and $105,925 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.

At July 31, 2026, $100,000 in principal and $14,992 in accrued interest remained outstanding.

On September 29, 2026, we entered into Amendment No. 1 to the promissory note to extend the maturity date to January 31, 2027.

$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.

On January 31, 2026, this note was amended to extend the maturity date to January 31, 2027.

At July 31, 2026, $50,000 in principal and $12,322 in accrued interest remained outstanding.

Mast Hill Fund L.P.

Our unsecured debt instruments with Mast Hill have priority over our other unsecured debt in payment and performance. Our debt instruments with Mast Hill also have terms that restrict (a) distributions on our common stock, (b) stock repurchases, (c) the sale of any significant portion of our assets, and (d) certain advances and loans (all as defined within the Mast Hill debt agreements) without Mast Hill’s written consent. Details of our debt instruments with Mast Hill are as follows:

December 13, 2022 Securities Purchase Agreement

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, 2026:

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 and Comprehensive Loss 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.

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.

On June 9, 2026 and effective April 30, 2026, we entered into Amendment No. 7 to the 2022 SPA, extending the maturity date for the full amount outstanding to October 31, 2026.

At July 31, 2026, there was $456,173 of principal, $11,622 of accrued interest, and warrants exercisable for 14,666,667 shares of our common stock outstanding.

August 27, 2025 Securities Purchase Agreement

On August 27, 2025, we entered into a Securities Purchase Agreement (the “2025 SPA”) with Mast Hill Fund L.P. (“Mast Hill”). Pursuant to the 2025 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 or (ii) the maximum rate 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 $190,500.

Due to the variability of the conversion feature, it is valued separately from the underlying debt as an embedded conversion feature, which is a derivative liability. Using the Black-Scholes pricing model, we determined the fair value of the derivative liability to be $647,574 at inception. The fair value of the derivative liability in excess of the available face value of the note, net of all discounts from other sources, was recorded as a day one financing cost totaling $507,368. The derivative liability was revalued at July 31, 2026 with an estimated fair value of $236,637. Accordingly, a gain on change in fair value of derivative liabilities in the amount of $410,937, was recorded on our Consolidated Statements of Operations and Comprehensive Loss for the year ended July 31, 2026. See also Note 4.

On June 17, 2026, Mast Hill provided notice to convert $7,415 of principal and $17,660 of accrued interest related to this convertible note into 5,000,000 shares of our common stock at $0.005015 per share.

At July 31, 2026, there was $212,585 of principal, $2,563 of accrued interest and warrants exercisable for 1,000,000 shares of our common stock outstanding pursuant to the 2025 SPA.

November 13, 2025 Maintenance Agreement and Maintenance Note

To consummate a separate November 13, 2025 Securities Purchase Agreement with Mast Hill, we entered into a maintenance agreement and a maintenance note with Mast Hill. We evaluated these agreements and the Securities Purchase Agreement on a combined basis because they were entered into on the same date with the same counterparty, were negotiated together, and have interrelated economic terms. We concluded that the combined arrangement is, in substance, a financing transaction rather than an interest in, or operation of, rental real estate. The net effect from the maintenance agreement and note was an upfront expense of $330,030, which was recorded as a day one financing cost. The terms of the maintenance agreement and maintenance note are described below. See also Note 2.

On November 13, 2025, we entered into a Maintenance Agreement with Mast Hill, pursuant to which we agreed to provide certain maintenance and related services for a commercial facility beginning November 13, 2025 and ending on the first business day of February 2034. In exchange, Mast Hill will pay us service fees (the “Fees”) which currently total approximately $252,450 per year that is an offset to the principal and interest payable against the outstanding tranches. For financial statement presentation, future Fees receivable under the Maintenance Agreement will be offset against any debt owed to Mast Hill. As of July 31, 2026, $1,730,195 in future Fees receivable was offset against Notes payable.

In connection with the Maintenance Agreement, we issued to Mast Hill a convertible promissory note in the amount of $2,262,000 which bears interest at 10% per annum and was originally due November 13, 2026 (the “Maintenance Note”) in exchange for the right to the Fees as described above. The maturity date of the Maintenance Note was extended to January 31, 2027 under the Global Amendment described below. The Maintenance Note plus any accrued but unpaid interest is convertible at any time by Mast Hill into shares of our common stock at a price equal to 85% of the lowest volume weighted average price during the preceding 10 trading days.

Due to the variability of the conversion feature, it is valued separately from the underlying debt as an embedded conversion feature, which is a derivative liability. Using the Black-Scholes pricing model, we determined the fair value of the derivative liability to be $2,242,625 at inception. The fair value of the derivative liability in excess of the available face value of the note, net of all discounts from other sources, was recorded as a day one financing cost of $2,242,625. The derivative liability was revalued at July 31, 2026 with an estimated fair value of $3,321,745. Accordingly, a loss on change in fair value of derivative liabilities in the amount of $1,079,120 was recorded on our Consolidated Statements of Operations and Comprehensive Loss for the year ended July 31, 2026. See also Note 4.

At July 31, 2026, $2,262,000 of principal, before the offset of the receivable for future Fees described above, and $160,510 of accrued interest remained outstanding pursuant to the Maintenance Note.

Pursuant to the terms of the Maintenance Note, we will remit any service fees received, less direct costs, to Mast Hill as payment on the Master Note tranches until paid in full or converted. The service fees under the Maintenance Agreement will not exceed the debt incurred under the Maintenance Note. Accordingly, we do not expect to record any revenues in the future under the Maintenance Agreement, as proceeds will only reduce the future Fees receivable, which are netted against Notes payable.

November 13, 2025 Mast Hill Securities Purchase Agreement

On November 13, 2025, we entered into a Securities Purchase Agreement (the “SPA”) with Mast Hill. Pursuant to the terms of the SPA, we issued a promissory note with a maximum principal amount of up to $25,000,000 in multiple tranches (the “Master SPA Note”). Pursuant to the terms of the SPA, there is an original issue discount (“OID”) of 10% on each tranche. Accordingly, the maximum proceeds to us, when considering the 10% OID, is $22,250,000 less any related costs and fees. The SPA Note is convertible at any time by Mast Hill into shares of our common stock at 85% of the lowest volume weighted average price during the preceding 10 trading days.

With each tranche, we will issue to Mast Hill common stock purchase warrants (“Warrants”) exercisable at $0.001 per share in an amount equal to 20% of the principal amount of the tranche divided by the lowest traded price of our common stock during the 10 trading days preceding each funding date.

November 13, 2025 Tranche

On November 13, 2025, we entered into the first tranche of the SPA consisting of $500,000 principal with an original discount of $50,000 and legal fees totaling $12,500 for net proceeds to us of $437,500. In conjunction with this tranche, we issued Warrants to Mast Hill immediately exercisable for 1,538,461 shares of our common stock at $0.001 per share.

Due to the variability of the conversion feature, it is valued separately from the underlying debt as an embedded conversion feature, which is a derivative liability. Using the Black-Scholes pricing model, we determined the fair value of the derivative liability to be $495,717 at inception. The fair value of the derivative liability in excess of the available face value of the note, net of all discounts from other sources, was recorded as a day one financing cost totaling $137,410. The derivative liability was revalued at July 31, 2026 with an estimated fair value of $559,090. Accordingly, a loss on change in fair value of derivative liabilities in the amount of $63,373 was recorded on our Consolidated Statements of Operations and Comprehensive Loss for the year ended July 31, 2026. See also Note 4.

At July 31, 2026, there was $404,524 of principal, $3,343 of accrued interest and warrants exercisable for 1,538,461 shares of our common stock outstanding pursuant to the November 13, 2025 tranche.

December 31, 2025 Tranche

On December 31, 2025, we entered into the second tranche of the SPA consisting of $500,000 principal with an original discount of $50,000 and legal fees totaling $12,500 for net proceeds to us of $437,500. In conjunction with this tranche, we issued Warrants to Mast Hill immediately exercisable for 3,508,771 shares of our common stock at $0.001 per share.

Due to the variability of the conversion feature, it is valued separately from the underlying debt as an embedded conversion feature, which is a derivative liability. Using the Black-Scholes pricing model, we determined the fair value of the derivative liability to be $548,321 at inception. The fair value of the derivative liability in excess of the available face value of the note, net of all discounts from other sources, was recorded as a day one financing cost totaling $192,620. The derivative liability was revalued at July 31, 2026 with an estimated fair value of $719,564. Accordingly, a loss on change in fair value of derivative liabilities in the amount of $171,243 was recorded on our Consolidated Statements of Operations and Comprehensive Loss for the year ended July 31, 2026. See also Note 4.

At July 31, 2026, there was $500,000 of principal, $3,973 of accrued interest and warrants exercisable for 3,508,771 shares of our common stock outstanding pursuant to the December 31, 2025 tranche.

Potential Events of Default

Each of the Maintenance Note and the Master Note requires us to reserve, from our authorized and unissued shares of common stock, a number of shares (the “Reserved Amount”) equal to the greater of (i) a fixed number of shares specified in the applicable note or (ii) a formula based on the number of shares issuable upon full conversion of the note at the then-applicable conversion price, multiplied by two (increasing to four at any time our common stock trades below $0.01 per share). Our common stock has traded below $0.01 per share, which increases this multiplier to four. Applying this formula as of July 31, 2026, the Reserved Amount under the Maintenance Note and the Master Note, taken together, would require reserving substantially more shares of common stock than we have authorized.

We have reserved shares of common stock for issuance to Mast Hill upon conversion of the Maintenance Note and the Master Note based on amounts Mast Hill has requested from time to time. Those amounts have been less than the Reserved Amount required by the formula described above. Failure to reserve the Reserved Amount at all times is an event of default under each of the Maintenance Note and the Master Note, and an event of default under either note is cross-defaulted and constitutes an event of default under the other. In addition, our note issued to Mast Hill in August 2025 matured on August 27, 2026 and was not repaid, and our notes held by Mast Hill that were scheduled to mature on October 31, 2026, November 13, 2026 and December 31, 2026 could not have been repaid from our current cash resources.

On October 23, 2026, we entered into a Global Amendment with Mast Hill (the “Global Amendment”) covering all four of our promissory notes held by Mast Hill, including each tranche funded under the Master Note. Under the Global Amendment, (i) the maturity date of each of the notes was extended to January 31, 2027; (ii) Mast Hill agreed to a one-time waiver of any event of default under Section 3.1 or Section 3.2 of the notes that occurred on or before October 23, 2026, which includes our nonpayment of the August 2025 note at maturity and our failure to maintain the Reserved Amount; and (iii) Mast Hill agreed to a one-time waiver of any event of default under Section 3.2 of the notes that may occur from October 23, 2026 through January 31, 2027 as a result of our failure to satisfy the Reserved Amount. The waivers are limited to the events of default described above. They do not apply to any other event of default under the notes, to any payment default occurring after October 23, 2026, including a failure to repay the notes at their extended maturity date, or to any failure to maintain the Reserved Amount after January 31, 2027.

If an event of default not covered by the Global Amendment occurs and is not waived by Mast Hill, Mast Hill would be entitled to, among other remedies, accelerate all amounts outstanding under the Maintenance Note and the Master Note (including a default amount equal to the outstanding principal and accrued interest, multiplied by 150%), impose default interest at a rate of 16% per annum, and terminate the Maintenance Agreement. Termination of the Maintenance Agreement would eliminate the fee income that we have used to offset amounts owed under the tranches of the Master Note. As of the date of this filing, we have not received any notice of default or acceleration from Mast Hill.

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. On January 30, 2026, the maturity date of the Promissory Notes was extended to January 31, 2027.

All other terms and conditions remained the same.

At July 31, 2026, we had $100,000 of principal and $36,855 of accrued interest related to these Promissory Notes outstanding.

Notes Payable Summary

Note 8. Stock-Based Compensation

2021 Omnibus Stock Incentive Plan

At July 31, 2026,17,625,000 shares of our common stock were reserved for issuance pursuant to the 2021 Omnibus Stock Incentive Plan (the “2021 Plan”) and 1,900,000 shares remained available for future awards under the 2021 Plan.*** ***

Stock Options and Restricted Stock Units

There was no restricted stock unit activity during Fiscal 2026. At July 31, 2026, there were no unvested restricted stock units outstanding.

Stock option activity 2026 was as follows:

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

The weighted average fair value of stock options granted during the fiscal year ended July 31, 2026 was $0.004 per share. The weighted average contractual term remaining for outstanding stock options was 5.19 years at July 31, 2026.

Warrants

Warrant activity was as follows:

The weighted average fair value of warranted granted during the fiscal year ended July 31, 2026 was $0.05 per share. The weighted average contractual term remaining for outstanding warrants was 1.98 years at July 31, 2026.

Unrecognized Stock-Based Compensation Costs

At July 31, 2026, we hadno unrecognized stock-based compensation.

Note 9. Extinguishment of Accounts Payable

During the last two quarters of Fiscal 2026, a total of $759,114 of accounts payable was forgiven by a total of 17 vendors. Pursuant to ASC 405-20, Liabilities, Extinguishment of Liabilities, this amount was recorded as Gain on extinguishment of accounts payable on our Consolidated Statements of Operations and Comprehensive Loss. In connection with the forgiveness of accounts payable by certain vendors, we issued them stock options exercisable for a total of 1,243,056 shares of our common stock at $0.072 per share.

Note 10. Common Stock

July 29, 2025 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.

To date, no Put Notices were delivered to Mast Hill under the Agreement.

December 13, 2022 Securities Purchase Agreement with Mast Hill

On August 29, 2025, Mast Hill converted $80,618 of interest and $1,750 in fees outstanding pursuant to the December 13, 2022 Securities Purchase Agreement for a total of $82,368 into 1,144,000 shares of our common stock at an exercise price of $0.072 per share.

On March 25, 2026, Mast Hill converted $28,483 of accrued interest and $1,750 in fees for a total of $30,233 into 419,900 shares of our common stock at a conversion price of $0.072 per share.

On April 29, 2026, Mast Hill converted $43,494 of principal, $4,796 of accrued interest and $1,750 in fees for a total of $50,040 into 695,000 shares of our common stock at a conversion price of $0.072 per share.

Following the conversions, at July 31, 2026, there was $456,173 of principal and $11,622 of accrued interest outstanding.

August 27, 2025 Securities Purchase Agreement with Mast Hill

On June 17, 2026, Mast Hill converted $7,415 of principal and $17,660 of accrued interest for a total of $25,075 into 5,000,000 shares of our common stock at a conversion price of $0.005015 per share. Following the conversion, there was $212,585 of principal and $2,562 of accrued interest outstanding.

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 $330,071 of accrued interest outstanding.

See Note 7.

Order of Priority for Stock Issuances Related to Convertible Notes

As of July 31, 2026, we had 500,000,000 shares of common stock authorized, of which 105,968,663 shares were issued and outstanding, leaving 394,031,337 shares of authorized and unissued common stock available for issuance. We also had outstanding convertible notes payable, stock options, and warrants that are potentially convertible into or exercisable for shares of our common stock, as described in Note 7 and above. Our convertible notes payable to Mast Hill Fund, L.P. ("Mast Hill") issued on August 27, 2025, November 13, 2025 (two tranches), and December 31, 2025 (collectively, the "Variable Rate Notes") are convertible at a discount to the lowest trading price of our common stock over a specified look-back period. Accordingly, the number of shares issuable upon conversion of the Variable Rate Notes increases as the market price of our common stock declines.

In accordance with ASC 815-40-25 and ASC 815-40-35, we did not have sufficient authorized and unissued shares of common stock available to settle all of our outstanding equity-linked instruments assuming full conversion or exercise of each instrument. As of July 31, 2026, our aggregate obligation under all outstanding convertible notes, stock options, and warrants, computed at then-current conversion and exercise prices, was approximately 1,061,000 shares, which exceeded our 394,000,000 million shares of available authorized and unissued common stock by approximately 666,900,000 shares. Because we do not have sufficient authorized shares to settle all such instruments in full, we are required to apply a sequencing methodology to determine which instruments remain eligible for equity classification.

We have adopted a sequencing policy under whichthe available pool of authorized but unissued shares is allocated among our outstanding equity-linked instruments based on the date each instrument was issued, with the earliest-issued instrument receiving priority; instruments issued on the same date are further ordered by the date of the related accounting entry. Instruments are allocated shares in that order until the available pool is exhausted. Any instrument that cannot be covered by the remaining pool under this methodology is classified as a liability rather than equity, consistent with ASC 815-40-25 and ASC 815-40-35, and is carried at fair value with changes in fair value recognized in earnings each period until such time, if any, as sufficient authorized shares become available to support its equity classification.

Applying this policy as of July 31 2026, the following instruments, listed in order of priority, were covered by our available share pool and remained eligible for equity classification, where otherwise applicable: (1) our Mast Hill convertible note originally issued December 13, 2022 ("Mast Hill Loan #1") and its related warrants; (2) our Mast Hill deemed dividend warrant issued April 30, 2024; (3) our other outstanding warrants, stock options, our LGH Investments, LLC convertible note, and our promissory notes issued to officers and directors; and (4) our Mast Hill convertible note issued August 27, 2025 and its related warrant, were within our available share pool and remain eligible for equity classification (where otherwise applicable). The Shares required to settle Mast Hill Maintenance Note issued on November 13, 2025 and our Mast Hill Master Note Tranches 1 and 2 issued on November 13, 2025 and on December 31, 2025, respectively, together with the related warrants, exceed the shares remaining in our available share pool under the sequencing policy. These instruments were therefore classified as derivative liabilities, consistent with their treatment as described in Note 6.

We will reassess the sufficiency of our authorized shares and the related sequencing and classification of our outstanding instruments, at each reporting date. An increase in the number of authorized shares of common stock, a reduction in the number of shares issuable under our outstanding instruments, or the settlement, conversion, exercise or expiration of any such instruments could each change this analysis in future reporting periods.

The sequencing and classification conclusions described above assume that our outstanding convertible notes and other equity-linked instruments remain outstanding in accordance with their stated terms. If Mast Hill were to declare an event of default and accelerate amounts due, or if the Maintenance Agreement were terminated as a result, the classification, measurement, and share-issuance sequencing of the affected instruments described above could change. See Note 7.

Note 11. 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. We adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, effective August 1, 2025 on a prospective basis. Accordingly, fiscal 2026 is presented in both amounts and percentages using the categories required by the ASU, and fiscal 2025 is presented as previously reported.

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, 2026, we had approximately $20,761,477 of federal net operating loss carryforwards. Of this amount, $19,704,323 was generated in tax years beginning after December 31, 2017 and may be carried forward indefinitely, subject to an annual limitation of 80% of taxable income, and $1,057,154 was generated in earlier tax years and will expire in fiscal years 2034 through 2038 if not utilized. Current or future ownership changes, as defined in Section 382 of the Internal Revenue Code, 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 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, 2026, there wereno unrecognized tax benefits, or any material tax related interest or penalties. We do not have any examinations ongoing. We didnot pay any income taxes, net of refunds, during fiscal 2026 or 2025.

Note 12. Related Party Transactions

Accounts Payable and Accrued Wages, Officers

Accounts payable and accrued wages, officers included the following:

See Note 7 for a discussion of $25,000 Promissory Notes payable to each of our Chief Executive Officer, Chief Financial Officer, and two directors, for an aggregate principal amount of $100,000.

Note 13. 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 14. Subsequent Events

Mast Hill Conversion Pursuant to the November 13, 2025 Convertible Note and Maintenance Agreement

On September 17, 2026, Mast Hill converted $29,550 of accrued interest in their outstanding maintenance note into 4,250,000 shares of our common stock at a conversion price of $0.006953 per share.

Following the conversion, at September 17, 2026, there was $2,262,000 of principal and $160,706 of accrued interest outstanding.

Notes Payable Extensions

On September 29, 2026, LGH extended the maturity date of its April 5, 2021, note to January 31, 2027, and Peter J. D’Arruda, extended the maturity date his October 1, 2025, note to January 31, 2027.

Global Amendment with Mast Hill Fund, L.P.

On October 23, 2026, the Company entered into a Global Amendment with Mast Hill Fund, L.P. (“Mast Hill”) covering the four promissory notes held by Mast Hill, including each tranche funded under the Master Note, with aggregate outstanding principal of $3,835,282 as of July 31, 2026. The Global Amendment extended the maturity date of each note to January 31, 2027. Mast Hill also agreed to a one-time waiver of any event of default under Section 3.1 or Section 3.2 of the notes that occurred on or before October 23, 2026, including the Company’s nonpayment of the August 2025 note at its original maturity date and its failure to maintain the Reserved Amount, and a one-time waiver of any event of default under Section 3.2 that may occur from October 23, 2026 through January 31, 2027 as a result of the Company’s failure to satisfy the Reserved Amount. No other terms of the notes were modified.