Odyssey Health, Inc 10-Q for FY2022 Q1
Odyssey Health, Inc. (ODYY)
About this 10-Q
Odyssey Health, Inc filed this 10-Q on December 10, 2021, covering the quarter ended October 31, 2021 (FY2022 Q1).
Headline figures
Quarter ended October 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $1.65M
- compared with a net loss of $711.51K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
Form
_________________________________
(Mark One)
For the quarterly period ended
or
For the transition period from to ..
Commission File No.
____________________________________
(Exact name of registrant as specified in its charter)
____________________________________
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| N/A | N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| OTC |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller reporting company
| ||
| Emerging growth company
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
shares of common stock, par value $.001 per share, outstanding as of December 10, 2021
ODYSSEY GROUP INTERNATIONAL, INC.
FORM 10-Q
For the Quarter Ended October 31, 2021
INDEX
| 2 |
Part I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Odyssey Group International, Inc.
Balance Sheets
(Unaudited)
| October 31, | July 31, | |||||||
| 2021 | 2021 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property
and equipment, net of accumulated depreciation of $ | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders' Deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued wages | ||||||||
| Accrued interest | ||||||||
| Asset purchase liability | ||||||||
| Notes
payable, net of unamortized debt discount and closing costs of $ |
|
|||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 3) | ||||||||
| Stockholders' deficit: | ||||||||
| Preferred stock, $ par value, shares authorized, shares issued or outstanding | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders' deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders' deficit | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| 3 |
Odyssey Group International, Inc.
Statements of Operations and Comprehensive Loss
(Unaudited)
| For the Three Months Ended October 31, | ||||||||
| 2021 | 2020 | |||||||
| Research and development expense | $ | $ | ||||||
| General and administrative expense | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Interest expense | ||||||||
| Net loss and comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted net loss per share | $ | ( | ) | $ | ( | ) | ||
| Shares used for basic and diluted net loss per share | ||||||||
The accompanying notes are an integral part of these financial statements.
| 4 |
Odyssey Group International, Inc.
Statements of Stockholders' Equity (Deficit)
(Unaudited)
| Shares | Dollars | Additional Paid-In Capital | Accumulated Deficit | Total Equity (Deficit) | ||||||||||||||||
| Balances, July 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Stock-based compensation | – | |||||||||||||||||||
| Common stock issued in debt financing | ||||||||||||||||||||
| Common stock issued in equity financings | ||||||||||||||||||||
| Return of reserved shares | ( | ) | ( | ) | ||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balances, October 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Shares | Dollars | Additional Paid-In Capital | Accumulated Deficit | Total Equity (Deficit) | ||||||||||||||||
| Balance, July 31, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Note payable converted to common stock | ||||||||||||||||||||
| Stock-based compensation | – | |||||||||||||||||||
| Common stock issued in debt financing | ||||||||||||||||||||
| Common stock issued in equity financing | ||||||||||||||||||||
| Stock forfeited | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Warrants issued in connection with financings | – | |||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance, October 31, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these financial statements.
| 5 |
Odyssey Group International, Inc.
Statements of Cash Flows
(Unaudited)
| For the Three Months Ended October 31, | ||||||||
| 2021 | 2020 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash flows used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation | ||||||||
| Common stock issued for debt financing commitment shares | ||||||||
| Amortization of beneficial conversion feature, debt discount and closing costs | ||||||||
| Other non-cash interest expense | ||||||||
| Asset purchase liability | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Increase in other current assets | ( | ) | ||||||
| Increase in accounts payable | ||||||||
| Decrease in accrued wages | ( | ) | ||||||
| Increase in accrued interest | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from notes payable | ||||||||
| Principal payments made on notes payable | ( | ) | ||||||
| Financing closing costs paid | ( | ) | ||||||
| Proceeds from equity financing | ||||||||
| Net cash provided by financing activities | ||||||||
| Increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents: | ||||||||
| Beginning of period | ||||||||
| End of period | $ | $ | ||||||
| Supplemental disclosure of non-cash information: | ||||||||
| Common stock issued for conversion of notes payable | ||||||||
| Common stock issued for debt financing commitment shares | ||||||||
| Warrants issued in connection with financings | ||||||||
| Original issue discount on debt | ||||||||
The accompanying notes are an integral part of these financial statements.
| 6 |
Odyssey Group International, Inc.
Notes to Financial Statements
(Unaudited)
Note 1. Basis of Presentation and Nature of Operations
Basis of Presentation
The accompanying financial information of Odyssey Group International, Inc. is unaudited and has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of July 31, 2021 is derived from our 2021 Annual Report on Form 10-K. The financial statements included herein should be read in conjunction with the financial statements and the notes thereto included in our 2021 Annual Report on Form 10-K filed with the SEC on October 29, 2021. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.
Significant Accounting Policies
Our significant accounting policies have not changed during the three months ended October 31, 2021 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2021.
Nature of Operations
Our business model is to develop or acquire unique medical-related products, engage third parties to manufacture such products and then distribute the products through various distribution channels, including third parties. We are developing potentially life-saving technologies: the CardioMap® heart monitoring and screening device; the Save A Life choking rescue device, a unique neurosteroid drug compound intended to treat concussions, and a unique drug compound to treat rare brain disorders in partnership with Prevacus, Inc. To date, none of our product candidates has received regulatory clearance or approval for commercial sale.
We plan to license, improve, and develop our products and identify and select distribution channels. We intend to establish agreements with distributors to get products to market quickly, as well as to undertake and engage in our own direct marketing efforts. We will determine the most effective method of distribution for each unique product that we include in our portfolio. We will engage third-party research and development firms who specialize in the creation of our products to assist us in the development of our own products, and we will apply for trademarks and patents once we have developed proprietary products.
We are not currently selling or marketing any products, as our products are in development and Food and Drug Administration ("FDA") clearance or approval to market our products will be required in order to sell in the United States.
Research and Development
Research and development expense is expensed
as incurred and totaled $
Note 2. New Accounting Pronouncements
ASU 2019-12
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740),” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted, including adoption in any interim period for which financial statements have not yet been issued. The adoption of ASU 2019-12 effective August 1, 2021, on a prospective basis did not have a material effect on our financial position, results of operations, or cash flows.
| 7 |
ASU 2020-06
In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40),” which simplifies the accounting for convertible instruments, reduces complexity for preparers and practitioners and improves the decision usefulness and relevance of the information provided to financial statement users. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. We have not yet determined the impact of adopting this standard on our financial position, results of operations or cash flows.
Note 3. Fair Value
The fair value of financial assets and liabilities are determined utilizing a three-level framework as follows:
Level 1 – Observable inputs, such as unadjusted quoted prices in active markets, for substantially identical assets and liabilities.
Level 2 – Observable inputs other than quoted prices within Level 1 for similar assets and liabilities. These include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. If the asset or liability has a specified or contractual term, the input must be observable for substantially the full term of the asset or liability.
Level 3 – Unobservable inputs that are supported by little or no market activity, generally requiring a significant amount of judgment by management.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Further, although we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
We did not have any transfers of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2, or Level 3 during the three months ended October 31, 2021, or the year ended July 31, 2021.
The carrying values of cash, prepaid expenses, accounts payable and accrued wages approximate their fair value due to their short maturities.
No changes were made to our valuation techniques during the quarter ended October 31, 2021.
Contingent Liabilities
At October 31, 2021 and July 31, 2021, we had contingent consideration related to the acquisition of intellectual property, know-how and patents for an anti-choking, life-saving medical device in fiscal 2019. According to the agreement, we will make a one-time cash payment totaling $250,000 upon FDA clearance of the device. The fair value of the contingent consideration is reviewed quarterly and determined based on the current status of the project (Level 3). We determined the value was zero at both periods since it is not yet probable that we will file for FDA clearance.
We also had contingent consideration at October 31, 2021 and July 31, 2021 related to milestones in our Asset Purchase Agreement with Prevacus, Inc. The fair value of the contingent consideration is reviewed quarterly and determined based on the current status of the project (Level 3). Based on these reviews, the fair value of the contingent consideration was determined to be zero at both periods as it is not yet probable that any of the milestones will be met.
Fixed-Rate Debt
We have fixed-rate debt that is reported on our Balance Sheets at carrying value less unamortized debt discount and closing costs. The fair value of our fixed rate debt was calculated using a discounted cash flow methodology with estimated current interest rates based on similar risk profile and duration (Level 2). The carrying value, excluding unamortized debt discount and debt issuance costs, and the fair value of our fixed-rate long-term debt was as follows:
| Schedule of Fixed-Rate Debt | ||||||||
| October 31, 2021 | July 31, 2021 | |||||||
| Carrying value | $ | $ | ||||||
| Fair value | $ | $ | ||||||
| 8 |
Non-Financial Assets
Non-financial assets, such as Property and equipment, are measured at fair value on a non-recurring basis when events or circumstances indicate that an impairment may have occurred. If we determine these assets to be impaired, they are reported at fair value as calculated during the period. No non-financial assets were recorded at fair value during the three months ended October 31, 2021 or the fiscal year ended July 31, 2021.
Note 4. Debt
Tysadco Partners
On August 29, 2021, we entered into a Securities
Purchase Agreement (the “SPA”) with Tysadco Partners (“Tysadco”) pursuant to which we entered into a $
Notes Payable
The following notes payable were outstanding:
| Schedule of Notes Payable | ||||||||
| October 31, 2021 | July 31, 2021 | |||||||
| Note issued to Labrys due August 14, 2021 with an interest rate of 12% | $ | $ | ||||||
| Convertible note issued to LGH due February 5, 2022 with an interest rate of 8.0% and convertible at $1.00 per share | ||||||||
| Tysadco convertible promissory note payable due March 1, 2022 with an interest rate of 8.0% and convertible at $0.30 per share | ||||||||
| Unamortized debt discount and closing costs | ( | ) | ( | ) | ||||
| $ | $ | |||||||
2021 Omnibus Stock Incentive Plan
At our annual stockholder meeting held September 14, 2021, the stockholders approved the Amended and Restated 2021 Omnibus Stock Incentive Plan (the “2021 Plan”). The purpose of the Amended and Restated 2021 Omnibus Stock Incentive Plan is to enable us to recruit and retain highly qualified employees, directors and consultants and to provide incentives for productivity and the opportunity to share in the our growth and value. Subject to certain adjustments, the maximum number of shares of common stock, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, cash or other stock-based awards that may be issued under the Amended and Restated 2021 Omnibus Stock Incentive Plan is 20,000,000. At October 31, 2021, shares remained available for future awards and shares of our common stock were reserved for issuance pursuant to the 2021 Plan.
Stock Options
There was no stock option activity during the quarter ended October 31, 2021
Restricted Stock Units (“RSUs”)
RSU activity during the quarter ended October 31, 2021 was as follows:
| Schedule of RSU activity | ||||
| RSUs outstanding at July 31, 2021 | ||||
| RSUs issued | ||||
| RSUs vested | ( | ) | ||
| RSUs canceled | ||||
| RSUs outstanding at October 31, 2021 |
| 9 |
On September 14, 2021, following the annual stockholders
meeting, three re-elected board members were granted RSUs each vesting equally over 12 months at a total fair value of $
Unrecognized Compensation Costs
At October 31, 2021, we had unrecognized stock-based compensation of $, which will be recognized as a component of General and administrative expenses over the weighted average remaining vesting period of years.
Basic and diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Potentially dilutive common stock and common stock equivalents, including stock options, RSUs and warrants are excluded as they would be antidilutive.
The following anti-dilutive securities were excluded from the calculations of diluted net loss per share:
| Schedule of anti-dilutive shares | ||||||||
| Three Months Ended October 31, | ||||||||
| 2021 | 2020 | |||||||
| Options to purchase common stock | ||||||||
| Shares issuable upon conversion of convertible notes and related accrued interest | ||||||||
| Warrants to purchase common stock | ||||||||
| Restricted stock units | ||||||||
| Total potentially dilutive securities | ||||||||
Note 7. Common Stock
Returned Shares
On August 5, 2021, our loan with Labrys Fund, LP was repaid in full and per the agreement, on August 6, 2021, restricted stock shares were returned to treasury.
Reverse Split
At the annual stockholder meeting held September 14, 2021, the stockholders approved the proposal to grant the Board discretionary authority to amend our Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of our common stock, par value $0.001 per share, such split to combine a whole number of outstanding shares of our Common Stock in a range of not less than two shares and not more than 30 shares, into one share of common stock at any time prior to January 31, 2022. The amendment did not change the number of authorized shares of common stock or preferred stock or the relative voting power of our stockholders. The number of authorized shares will not be reduced. The number of authorized but unissued shares of our common stock will materially increase and will be available for re-issuance. We reserve the right not to effect any reverse stock split if the Board does not deem it to be in the best interests of our stockholders and the Board's decision as to whether and when to effect the reverse stock split will be based on a number of factors, including prevailing market conditions, existing and expected trading prices for our common stock, actual or forecasted results of operations, and the likely effect of such results on the market price of our common stock.
Lincoln Park
Securities Purchase Agreement
On October 22, 2021, we entered into a Securities
Purchase Agreement (the “SPA”) with Lincoln Park Capital Fund, LLC (“LPC”) pursuant to which we received $
| 10 |
LPC Purchase Agreement Draws
During the quarter ended October 31, 2021, LPC
purchased a total of shares of our common stock for total proceeds of $
Tysadco Partners
On October 18, 2021, we entered into a
Securities Purchase Agreement (the “SPA”) with Tysadco pursuant to which we received $
Note 8. Related Party Transactions
Due to Officer
The following amounts were due to officers for reimbursement of expenses and were included in Accounts payable on our Balance Sheets:
| Schedule of due to officer | ||||||||
| October 31, 2021 | July 31, 2021 | |||||||
| Joseph M. Redmond, CEO | $ | $ | ||||||
| Christine M. Farrell | ||||||||
The amount of unpaid salary due to Mr. Redmond for his services from November 2017 was included in Accrued wages on our Balance Sheets as follows:
| Schedule of accrued compensation | ||||
| Balance at July 31, 2021 | $ | |||
| Salary accrued | ||||
| Salary paid | ||||
| Balance at October 31, 2021 | $ |
Note 9. Going Concern
We did not recognize any revenues for the
quarter ended October 31, 2021 or the year ended July 31, 2021 and we had an accumulated deficit of $
The operating deficit indicates substantial doubt about our ability to continue as a going concern. Our continued existence depends on the success of our efforts to raise additional capital necessary to meet our obligations as they come due and to obtain sufficient capital to execute our business plan. We may obtain capital primarily through issuances of debt or equity or entering into collaborative arrangements with corporate partners. There can be no assurance that we will be successful in completing additional financing or collaboration transactions or, if financing is available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we may be required to further scale down or even cease operations.
The issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments. Our financial statements do not include adjustments that might result from the outcome of this uncertainty.
Additionally, as the novel coronavirus (“COVID-19”) pandemic continues to severely impact the U.S. and global economy, our business may be impacted in a variety of ways. Political, legal or regulatory actions as a result of the COVID-19 pandemic in jurisdictions where we may plan to manufacture, source or distribute products have created supply disruptions which could affect our plans, and may cause additional supply disruptions or shortages in the future. We cannot currently predict the frequency, duration or scope of these governmental actions and supply disruptions. For example, several countries, including India, China, Australia and the UK, have increased or instituted new restrictions on the export of medical or pharmaceutical products that we distribute or use in our business, including key components or raw materials. Governmental authorities in many countries, including the U.S., are enacting legislative or regulatory changes to address the impact of the pandemic, which may restrict or require changes in our operations, increase our costs, or otherwise adversely affect our operations.
| 11 |
If we are unable to raise additional capital by December 10, 2022, we will adjust our current business plan. Due to the unknown and volatile nature of the stock price and trading volume of our common stock, is it is difficult to predict the timing and amount of availability pursuant to our equity line of credit with LPC (see Note 7 above). Given our recurring losses, negative cash flow, accumulated deficit, and the impact of COVID-19, there is substantial doubt about our ability to continue as a going concern.
Note 10. Subsequent Event
Research and Development Rebate
On November 2, 2021, we received a research and development rebate from the government of Australia in the amount of $284,981 AUD ($214,120 USD) for clinical work performed in Australia related to our Phase 1 human trial for safety and efficacy for the treatment of concussed individuals. The $214,120 is accounted for as an offset to research and development expense, which is a component of General and administrative on our Statements of Operations.
Name Change
On December 1, 2021, we received notice that our name change to Odyssey Health, Inc. was approved by the state of Nevada, where we are incorporated.
| 12 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical fact, included in this report regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management are forward-looking statements. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that the expectations underlying our forward-looking statements are reasonable, these expectations may prove to be incorrect, and all of these statements are subject to risks and uncertainties. Therefore, you should not place undue reliance on our forward-looking statements.
Many possible events or factors could affect our future financial results and performance and could cause actual results or performance to differ materially from those expressed, including those risks and uncertainties described in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended July 31, 2021 (“2021 Annual Report”) and those described from time to time in our future reports filed with the Securities and Exchange Commission (the “SEC”). We believe these risks and uncertainties could cause actual results or events to differ materially from the forward-looking statements that we make. Should one or more of these risks and uncertainties materialize, or should underlying assumptions, projections or expectations prove incorrect, actual results, performance or financial condition may vary materially and adversely from those anticipated, estimated or expected. Our forward-looking statements do not reflect the potential impact of future acquisitions, mergers, dispositions, joint ventures or investments that we may make. We do not assume any obligation to update any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law. In the light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements.
Overview
Our business model is to develop or acquire unique medical related products, engage third parties to manufacture such products and then distribute the products through various distribution channels, including third parties. We are developing potentially life-saving technologies: the CardioMap® heart monitoring and screening device; the Save A Life choking rescue device, a unique neurosteroid drug compound intended to treat concussions and a unique drug compound to treat rare brain disorders in partnership with Prevacus, Inc. To date, none of our product candidates has received regulatory clearance or approval for commercial sale.
We plan to license, improve, and develop our products and identify and select distribution channels. We intend to establish agreements with distributors to get products to market quickly, as well as to undertake and engage in our own direct marketing efforts. We will determine the most effective method of distribution for each unique product that we include in our portfolio. We will engage third-party research and development firms who specialize in the creation of our products to assist us in the development of our own products, and we will apply for trademarks and patents once we have developed proprietary products.
Recent Funding
LPC Securities Purchase Agreement
On October 22, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with Lincoln Park Capital Fund, LLC (“LPC”) pursuant to which we received $250,000 in cash from LPC and LPC received (i) 1,500,000 restricted shares of our common stock, and (ii) 833,333 warrants exercisable at $0.50 per common share expiring in five years.
| 13 |
LPC Purchase Agreement Draws
During the first quarter of Fiscal 2022, we sold 974,482 shares of our common stock to LPC for total proceeds of $367,035. As of December 10, 2021, LPC purchased a total of 3,127,808 shares of our common stock pursuant to the agreement and remaining purchase availability is $8,411,489 and remaining shares available are 16,143,556.
Tysadco
On August 29, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with Tysadco Partners (“Tysadco”) pursuant to which we entered into a $250,000 face value convertible promissory note which bears interest at a one-time rate of 8.0% applied to the face value and is due March 1, 2022. We received $250,000 net cash from the issuance of the promissory note and issued 200,000 shares of common stock with a fair value of $17,718 which is being expensed over the life of the note as a component of interest expense. The conversion rate of the note is $0.30 for a total of 900,000 shares of our common stock if converted in full, including interest.
On October 18, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with Tysadco pursuant to which we received $250,000 in cash from Tysadco and Tysadco received (i) 1,500,000 restricted shares of our common stock, and (ii) 833,333 warrants exercisable at $0.50 per common share expiring in five years.
Going Concern
Substantial doubt exists as to our ability to continue as a going concern based on the facts that we may not have adequate working capital to finance our day-to-day operations and we do not have any sources of revenue. We had an accumulated deficit of $47,380,097 as of October 31, 2021 and cash of $471,140. Management’s plans include engaging in further research and development and raising additional capital in the short term to fund such activities through sales of its common stock. 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 additional financing on a timely basis, we may be required to further scale down or cease the operation of our business. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. Our financial statements do not include adjustments that might result from the outcome of this uncertainty.
For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations as our management executes our current business plan. The cash of $471,140 available at October 31, 2021, may not provide enough working capital to meet our current operating expenses through December 10, 2022.
If we are unable to raise additional capital by December 10, 2022, we will adjust our current business plan. Due to the unknown and volatile nature of the stock price and trading volume of our common stock, is it is difficult to predict the timing and amount of availability pursuant to our equity line of credit with LPC (see Note 7 of Notes to Financial Statements). Given our recurring losses, negative cash flow, accumulated deficit, and the impact of COVID-19, there is substantial doubt about our ability to continue as a going concern.
Impact of COVID-19
The COVID-19 global pandemic has had an unfavorable impact on our business operations. The pandemic has impacted our ability to get financing, engage third-party vendors and timing of clinical trials. In addition, the COVID-19 outbreak has adversely affected the U.S. and global economies and financial markets, which may result in a long-term economic downturn that could negatively affect future performance and our ability to secure additional debt or equity funding.
Significant Accounting Policies and Use of Estimates
During the three months ended October 31, 2021, there were no significant changes to our significant accounting policies and estimates as described in Note 2. Summary of Significant Accounting Policies included in Part II, Item 8. of our Annual Report on Form 10-K for the year ended July 31, 2021, which was filed with the Securities and Exchange Commission on October 29, 2021.
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Results of Operations
We do not currently sell or market any products and we did not have any revenue in the three-month periods ended October 31, 2021 or 2020. We will commence actively marketing products after the products and drugs in development have been FDA cleared or approved, but there can be no assurance, however, that we will be successful in obtaining FDA clearance or approval for our products.
| Three Months Ended October 31, | $ | % | ||||||||||||||
| 2021 | 2020 | Change | Change | |||||||||||||
| Research and development expense | $ | 322,504 | $ | – | $ | 322,504 | 100% | |||||||||
| General and administrative expense | 1,106,884 | 525,269 | 581,615 | 111% | ||||||||||||
| Loss from operations | (1,429,388 | ) | (525,269 | ) | 904,119 | 172% | ||||||||||
| Interest expense | 216,886 | 186,245 | 30,641 | 16% | ||||||||||||
| Net loss | $ | (1,646,274 | ) | $ | (711,514 | ) | $ | 934,760 | 131% | |||||||
| Basic and diluted net loss per share | $ | (0.02 | ) | $ | (0.01 | ) | $ | 0.01 | 137% | |||||||
Research and Development Expense
Our Research and development expense includes expenses related to our current projects and include, clinical research, design and manufacturing, formulation, regulatory and consultants. Research and development expense is expensed as incurred and totaled $322,504 and zero for the three months ended October 31, 2021 and 2020, respectively.
General and Administrative Expense
Our General and administrative expense includes salaries and related benefits for employees in finance, accounting, sales, and administrative activities, as well as stock-based compensation, costs related to maintaining compliance as a public company and legal and professional fees.
The increase in General and administrative expense in the three months ended October 31, 2021 as compared to the same period of 2021 was due to the following:
| Three
months ended October 31, 2021 compared to three months ended October 31, 2020 | ||||
| Increase (decrease) in: | ||||
| Board and stock expense | $ | 400,325 | ||
| Business development and investor relations | 87,398 | |||
| Consulting fees | 26,077 | |||
| Financing fees | 10,113 | |||
| Insurance expense | 24,939 | |||
| Legal and professional fees | (108,063 | ) | ||
| Wages | 165,324 | |||
| Other | (24,498 | ) | ||
| $ | 581,615 | |||
The increase in Board and stock expense of $400,325 for the quarter ended October 31, 2021 compared to the quarter ended October 31, 2020, was due to board grants in the current year quarter, option and restricted stock unit expense for the employees, consultants and the scientific and sports advisory boards. The increase in wages of $165,324 was a result of increased headcount for the quarter ended October 31, 2021, as compared to the quarter ended October 31, 2020. The increases were partially offset by a decrease in legal and professional fees of $108,063 in the quarter ended October 31, 2021, as compared to the quarter ended October 31, 2020.
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Interest Expense
Interest expense includes interest on debt outstanding, as well as the amortization of unamortized debt issuance costs and debt closing costs. Certain information regarding debt outstanding was as follows:
| Three Months Ended October 31, | ||||||||
| 2021 | 2020 | |||||||
| Weighted average debt outstanding | $ | 1,221,196 | $ | 656,957 | ||||
| Weighted average interest rate | 8.0% | 9.5% | ||||||
The increase in interest expense for the three-month period ended October 31, 2021 compared to the same period of 2020 was due to LGH and Tysadco investments in April 2021 and October 2021, respectively.
Net Loss
Net loss increased in the three-month period ended October 31, 2021 compared to the same period of 2020 due to increased board and stock expense, research and development and wages, as well increased interest expense, partially offset by the lower weighted average interest rate.
Liquidity and Capital Resources
See Recent Funding above for a discussion of our recent debt and equity financings.
The following table sets forth the primary sources and uses of cash:
| Three Months Ended October 31, | ||||||||
| 2021 | 2020 | |||||||
| Net cash used in operating activities | $ | (1,165,210 | ) | $ | (303,496 | ) | ||
| Net cash provided by financing activities | 1,079,766 | 533,300 | ||||||
To date, we have financed our operations primarily through debt financing and limited sales of our common stock. Our ability to continue to access capital could be affected adversely by various factors, including general market and other economic conditions, interest rates, the perception of our potential future earnings and cash distributions, any unwillingness on the part of lenders to make loans to us and any deterioration in the financial position of lenders that might make them unable to meet their obligations to us. If these conditions continue and we cannot raise funds through a public or private debt financing, or an equity offering, our ability to grow our business may be negatively affected. In such case, we may need to suspend the creation of new products until market conditions improve.
Debt
The following notes payable were outstanding:
| October 31, 2021 | ||||
| Convertible note issued to LGH due February 5, 2022 with an interest rate of 8.0% and convertible at $1.00 per share | $ | 1,050,000 | ||
| Tysadco convertible promissory note payable due March 1, 2022 with an interest rate of 8.0% and convertible at $0.30 per share | 250,000 | |||
| 1,300,000 | ||||
| Unamortized debt discount and closing costs | (184,089 | ) | ||
| $ | 1,115,911 | |||
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Australian Research and Development Rebate
On November 2, 2021, we received a research and development rebate from the government of Australia in the amount of $284,981 AUD ($214,120 USD) for clinical work performed in Australia related to our Phase 1 human trial for safety and efficacy for the treatment of concussed individuals. The $214,120 is accounted for as an offset to research and development expense, which is a component of General and administrative on our Statements of Operations.
Inflation
Inflation did not have a material impact on our business and results of operations during the periods being reported on.
Off Balance Sheet Arrangements
We do not have any material off balance sheet arrangements.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
We are a smaller reporting company and are not required to provide information under this item.
| Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Management, with the participation of the Company’s Chief Executive Officer and Chief Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of July 31, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Based on the evaluation of our disclosure controls and procedures as of October 31, 2021, our Chief Executive Officer and Chief Accounting Officer concluded that, as of such date, as a result of the material weaknesses in internal control over financial reporting that are described below in Management's Report on Internal Control Over Financial Reporting, our disclosure controls and procedures were not effective.
As previously reported in our Annual Report on Form 10-K for the fiscal year ended July 31, 2021 management identified the following material weaknesses in internal control over financial reporting:
Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.
Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.
We are committed to improving the internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist us with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts, which will mitigate the lack of segregation of duties until there are sufficient personnel, and (3) may consider appointing additional outside directors and audit committee members in the future.
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In light of the material weakness described above, prior to the filing of this Form 10-Q for the period ended October 31, 2021, management determined that key quarterly controls were performed timely and also performed additional procedures, including validating the completeness and accuracy of the underlying data used to support the amounts reported in the quarterly financial statements. These control activities and additional procedures have allowed us to conclude that, notwithstanding the material weaknesses, the financial statements in this Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with United States GAAP.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II OTHER INFORMATION
Item 1A. Risk Factors
There have been no material changes during the three-month period ended October 31, 2021 to the risk factors discussed in our Annual Report on Form 10-K for the year ended July 31, 2021. If any of the identified risks actually occur, our business, financial condition and results of operations could suffer. The trading price of our common stock could decline and you may lose all or part of your investment in our common stock. The risks and uncertainties described in our Annual Report on Form 10-K for the year ended July 31, 2021 are not the only ones we face. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business operations.
| Item 6. | Exhibits |
The following exhibits are filed herewith and this list constitutes the exhibit index.
| Exhibit Number | Exhibit Description | |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 | |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 | |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 1350 | |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 1350 | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101). |
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, as of December 10, 2021.
| ODYSSEY GROUP INTERNATIONAL, INC. | ||
| By: | /s/ Joseph Michael Redmond | |
| Joseph Michael Redmond | ||
| Chief Executive Officer, President and Director | ||
| (Principal Executive Officer ) | ||
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