Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Oct. 31, 2020 | Dec. 10, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | Odyssey Group International, Inc. | |
Entity Central Index Key | 0001626644 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --07-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 90,570,202 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Entity Small Business | true | |
Entity Emerging Growth | false | |
Entity Shell Company | false | |
Entity Interactive data current | Yes | |
Entity File Number | 333-200785 | |
Entity Incorporation State Country Code | NV |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Oct. 31, 2020 | Jul. 31, 2020 |
Current Assets: | ||
Cash | $ 292,756 | $ 62,952 |
Prepaid expenses | 102,500 | 36,667 |
Total current assets | 395,256 | 99,619 |
Property and equipment, net of accumulated depreciation of $2,483 and $2,345 | 827 | 965 |
Intangible assets, net of accumulated amortization of $47,500 and $45,000 | 2,500 | 5,000 |
Total Assets | 398,583 | 105,584 |
Current liabilities: | ||
Accounts payable | 424,040 | 269,388 |
Accrued wages | 211,736 | 211,702 |
Accrued interest | 22,810 | 14,743 |
Notes payable, net of unamortized debt discount of $455,024 and $233,770 | 239,976 | 211,230 |
Total current liabilities | 898,562 | 707,063 |
Long-term debt | 50,000 | 50,000 |
Total liabilities | 948,562 | 757,063 |
Shareholders' equity (deficit): | ||
Preferred stock, $.001 par value, 100,000,000 shares authorized, no shares issued or outstanding | 0 | 0 |
Common stock, $.001 par value, 500,000,000 shares authorized, 90,570,202 and 88,559,978 shares issued and outstanding | 90,570 | 88,560 |
Additional paid-in capital | 28,921,693 | 28,110,689 |
Accumulated deficit | (29,562,242) | (28,850,728) |
Total stockholders' deficit | (549,979) | (651,479) |
Total liabilities and stockholders' deficit | $ 398,583 | $ 105,584 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Oct. 31, 2020 | Jul. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation | $ 2,483 | $ 2,345 |
Accumulated amortization | 47,500 | 45,000 |
Unamortized debt discount | $ 455,024 | $ 233,770 |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares Issued | 90,570,202 | 88,559,978 |
Common Stock, Shares Outstanding | 90,570,202 | 88,559,978 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Income Statement [Abstract] | ||
General and administrative expense | $ 525,269 | $ 1,322,721 |
Loss from operations | (525,269) | (1,322,721) |
Interest expense | 186,245 | 93,891 |
Net loss and comprehensive loss | $ (711,514) | $ (1,416,612) |
Basic and diluted net loss per share | $ (0.01) | $ (0.02) |
Shares used for basic and diluted net loss per share | 90,281,255 | 86,990,400 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Jul. 31, 2019 | 86,990,400 | |||
Beginning balance, value at Jul. 31, 2019 | $ 86,990 | $ 23,821,124 | $ (24,501,872) | $ (593,758) |
Warrants and beneficial conversion features issued in connection with convertible notes | 85,430 | 85,430 | ||
Warrants issued in connection with financings | ||||
Stock-based compensation | 1,048,312 | 1,048,312 | ||
Net loss | (1,416,612) | (1,416,612) | ||
Ending balance, shares at Oct. 31, 2019 | 86,990,400 | |||
Ending balance, value at Oct. 31, 2019 | $ 86,990 | 24,954,866 | (25,918,484) | (876,628) |
Beginning balance, shares at Jul. 31, 2020 | 88,559,978 | |||
Beginning balance, value at Jul. 31, 2020 | $ 88,560 | 28,110,689 | (28,850,728) | (651,479) |
Warrants issued in connection with financings | 128,333 | 128,333 | ||
Note payable converted to common stock, shares | 214,000 | |||
Note payable converted to common stock, value | $ 214 | 106,786 | 107,000 | |
Common stock issued in debt financing, shares | 420,000 | |||
Common stock issued in debt financing, value | $ 420 | 196,980 | 197,400 | |
Common stock issued in equity financing, shares | 1,396,224 | |||
Common stock issued in equity financing, value | $ 1,396 | 248,604 | 250,000 | |
Stock-based compensation | 130,301 | 130,301 | ||
Stock forfeited, shares | (20,000) | |||
Stock forfeited, value | $ (20) | (20) | ||
Net loss | (711,514) | (711,514) | ||
Ending balance, shares at Oct. 31, 2020 | 90,570,202 | |||
Ending balance, value at Oct. 31, 2020 | $ 90,570 | $ 28,921,693 | $ (29,562,242) | $ (549,979) |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (711,514) | $ (1,416,612) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation and amortization | 2,638 | 2,638 |
Stock-based compensation | 130,281 | 1,048,312 |
Amortization of beneficial conversion feature | 88,333 | 70,309 |
Amortization of debt discount and closing costs | 82,846 | 0 |
Other non-cash interest expense | 7,000 | 0 |
Changes in operating assets and liabilities: | ||
Increase in prepaid expenses | (65,833) | 82,977 |
Increase in accounts payable | 154,652 | 1,031 |
Increase (decrease) in accrued wages | 34 | (27,013) |
Increase in accrued interest | 8,067 | 23,583 |
Net cash used in operating activities | (303,496) | (214,775) |
Cash flows from financing activities: | ||
Proceeds from note payable | 315,000 | 150,000 |
Financing closing costs paid | (31,700) | 0 |
Proceeds from equity financing | 250,000 | 0 |
Net cash provided by financing activities | 533,300 | 150,000 |
Increase (decrease) in cash and cash equivalents | 229,804 | (64,775) |
Cash and cash equivalents, beginning of period | 62,952 | 167,095 |
Cash and cash equivalents, end of period | 292,756 | 102,320 |
Supplemental disclosure of non-cash information: | ||
Beneficial conversion feature related to Note payable | 0 | 85,430 |
Common stock issued for conversion of notes payable | 107,000 | 0 |
Common stock issued for debt financing commitment shares | 197,400 | 0 |
Warrants issued in connection with financings | 128,333 | 0 |
Original issue discount on debt | $ 35,000 | $ 0 |
1. Basis of Presentation and Na
1. Basis of Presentation and Nature of Operations | 3 Months Ended |
Oct. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Nature of Operations | 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, 2020 is derived from our 2020 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 2020 Annual Report on Form 10-K filed with the SEC on November 16, 2020. 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, 2020 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2020. Reclassifications Certain immaterial reclassifications were made to the prior period financial statements to conform to the current period presentation. There was no effect on our Statements of Operations and Comprehensive Loss and Statement of Cash Flows. Nature of Operations Our business model is to develop or acquire medical related products, engage third parties to manufacture such products and then distribute the products through various distribution channels, including third parties. We have product development projects in three different life-saving technologies; the CardioMap® heart monitoring and screening device, the Save a Life choking rescue device and a unique neurosteroid drug compound intended to treat rare brain disorders. 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 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 late-stage 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. |
2. New Accounting Pronouncement
2. New Accounting Pronouncements | 3 Months Ended |
Oct. 31, 2020 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | Note 2. New Accounting Pronouncements ASU 2019-12 In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740),” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted, including adoption in any interim period for which financial statements have not yet been issued. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective or prospective basis. We do not expect the adoption of ASU 2019-12 to have a material effect on our financial position, results of operations or cash flows. ASU 2020-06 In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40),” which simplifies the accounting for convertible instruments, reduces complexity for preparers and practitioners and improves the decision usefulness and relevance of the information provided to financial statement users. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. We have not yet determined the impact of adoption this standard on our financial position, results of operations or cash flows. |
3. Fair Value
3. Fair Value | 3 Months Ended |
Oct. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Fair Value | 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, 2020 or the year ended July 31, 2020. 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, 2020. Contingent Liability At October 31, 2020 and July 31, 2020, 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. 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: October 31, 2020 July 31, 2020 Carrying value $ 695,000 $ 445,000 Fair value 694,987 445,000 Non-Financial Assets Non-financial assets, such as Property and equipment and Intangible assets, are measured at fair value on a non-recurring basis when events or circumstances indicate that an impairment may have occurred. If we determine these assets to be impaired, they are reported at fair value as calculated during the period. No non-financial assets were recorded at fair value during the three months ended October 31, 2020 or the fiscal year ended July 31, 2020. |
4. Debt
4. Debt | 3 Months Ended |
Oct. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 4. Debt Labrys On August 14, 2020, we entered into a Securities Purchase Agreement (the “Labrys SPA”) with Labrys Fund, LP (“Labrys”), pursuant to which Labrys purchased a $350,000 (the “Principal Amount”) Self-Amortization Promissory Note (the “Note”) for $315,000 in cash with an original issuance discount of approximately 10%. In consideration for entering into the Labrys SPA, we issued 420,000 shares (the “Commitment Shares”) of our common stock with a value of $197,400. 350,000 of the Commitment Shares (the “Second Commitment Shares”) will be returned to us if the Note is fully repaid and satisfied on or prior to August 14, 2021 (the “Maturity Date”). The Note bears interest at 12% per year. Upon the occurrence of any “Event of Default,” the Note is convertible into shares of our common stock at a price per share equal to the closing bid price of the common stock on the trading day immediately preceding the date of conversion (the “Conversion Price”); provided, however The Note requires that we reserve from our authorized and unissued common stock a number of shares equal to the greater of: (a) 1,140,000 shares or (b) the sum of (i) the number of shares of common stock issuable upon conversion of or otherwise pursuant to the Note and such additional shares of common stock, if any, as are issuable on account of interest on the Note pursuant to the Labrys SPA issuable upon the full conversion of the Note (assuming no payment of the principal amount or interest) as of any issue date multiplied by The Labrys SPA and the Note contain covenants and restrictions common with this type of debt transaction. Furthermore, we are subject to certain negative covenants under the Labrys SPA and the Note, which we believe are customary for transactions of this type. At October 31, 2020, we were in compliance with all covenants and restrictions. We paid Alliance Group Partners, LLP (“A.G.P.”) as a placement agent a fee of $25,200 and other closing costs of $6,500 for total closing costs of $31,700 which are being amortized over the one-year life of the Note. Conversion of Convertible Note Payable On August 14, 2020, we converted a Convertible Promissory Note with a face value of $100,000 and accrued interest of $7,000 into 214,000 shares of our common stock as calculated by the conversion price of the Convertible Promissory Note of $0.50 per share. Notes Payable The following notes payable were outstanding: October 31, 2020 July 31, 2020 Convertible notes with maturities ranging from February 19, 2021 to May 8, 2021 with interest rates of 7% and convertible at $0.80 per share $ 345,000 $ 445,000 Note issued to Labrys due August 14, 2021 with an interest rate of 12% 350,000 – 695,000 445,000 Unamortized debt discount and closing costs 455,024 233,770 $ 239,976 $ 211,230 |
5. Stock-Based Compensation
5. Stock-Based Compensation | 3 Months Ended |
Oct. 31, 2020 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Stock-Based Compensation | Note 5. Stock-Based Compensation Stock Options Stock option activity during the quarter ended October 31, 2020 was as follows: Number of Options Weighted Average Exercise Price Options outstanding at July 31, 2020 15,000,000 $ 0.25 Options canceled (15,000,000 ) 0.25 Options outstanding at October 31, 2020 – – Restricted Stock Units (“RSUs”) There was no RSU activity during the quarter ended October 31, 2020. At October 31, 2020, there were unvested RSUs outstanding covering 400,000 shares of our common stock. Unrecognized Compensation Costs At October 31, 2020, we had unrecognized stock-based compensation of $5,387, which will be recognized over the weighted average remaining vesting period of 0.25 years. |
6. Net Loss Per Share
6. Net Loss Per Share | 3 Months Ended |
Oct. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 6. Net Loss Per Share Basic and diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Potentially dilutive common stock and common stock equivalents, including stock options, RSUs and warrants are excluded as they would be antidilutive. The following anti-dilutive securities were excluded from the calculations of diluted net loss per share: Three Months Ended October 31, 2020 2019 Options to purchase common stock 375,000 600,000 Shares issuable upon conversion of convertible notes and related accrued interest 448,711 712,063 Warrants to purchase common stock 584,500 35,000 Restricted stock units 1,350,000 1,500,000 Total potentially dilutive securities 2,758,211 2,847,063 |
7. Common Stock Issuances
7. Common Stock Issuances | 3 Months Ended |
Oct. 31, 2020 | |
Equity [Abstract] | |
Common Stock Issuances | Note 7. Common Stock Issuances Conversion of Convertible Note Payable On August 14, 2020, we converted a Convertible Promissory Note with a face value of $100,000 and accrued interest of $7,000 into 214,000 shares of our common stock as calculated by the conversion price of the Convertible Promissory Note of $0.50 per share. Lincoln Park On August 14, 2020, we entered into a Purchase Agreement (the “LPC Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”). Upon the satisfaction of the conditions to our right to commence sales under the LPC Purchase Agreement, including the registration of shares of our common stock issuable under the LPC Purchase Agreement in accordance with the RRA (the “Commencement”) and the date of satisfaction of such conditions the “Commencement Date”), we have the right, in our sole discretion, to sell to LPC up to $10,250,000 in shares of our common stock, from time to time over a 36-month period. In consideration for entering into the LPC Purchase Agreement, we issued 793,802 shares of our common stock to LPC. Upon entering into the LPC Purchase Agreement, we sold 602,422 shares of our common stock to LPC in an initial purchase for a total purchase price of $250,000. Thereafter, and subject to the conditions of the LPC Purchase Agreement and RRA, on any business day and subject to certain customary conditions, we may direct LPC to purchase to up to 200,000 shares of our common stock (such purchases, “Regular Purchases”). The amount of a Regular Purchase may increase up to 100,000 shares of common stock under certain circumstances based on the market price of the common stock. There are no limits on the price per share that LPC may pay to purchase common stock under the LPC Purchase Agreement, provided that LPC’s committed obligation under any Regular Purchase shall not exceed $50,000 unless the median aggregate dollar value of the volume of shares of common stock during the 20 consecutive trading day period ending on the date of the applicable Regular Purchase equals or exceeds $100,000, in which case LPC’s committed obligation under such single Regular Purchase shall not exceed $500,000. In addition, if we have directed LPC to purchase the full amount of common stock available as a Regular Purchase on a given day, we may direct LPC to purchase additional amounts as “accelerated purchases” and “additional accelerated purchases” as set forth in the LPC Purchase Agreement. The purchase price of shares of our common stock will be based on the then prevailing market prices of such shares at the time of sale. The LPC Purchase Agreement limits our sale of shares of common stock to LPC, and LPC’s purchase or acquisition of common stock from us, to an amount of common stock that, when aggregated with all other shares of our common stock then beneficially owned by LPC would result in LPC having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of our common stock. The LPC Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification and termination provisions. LPC has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of our common stock. The LPC Purchase Agreement does not limit our ability to raise capital from other sources in our sole discretion; provided, however, that we shall not enter into any “Variable Rate Transaction” as defined in the LPC Purchase Agreement, including the issuance of any floating conversion rate or variable priced equity-like securities, but excluding any “At-the-Market” offering with a registered broker-dealer, until the later of (i) the 36-month anniversary of the date of the LPC Purchase Agreement, and (ii) the 36-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of the LPC Purchase Agreement. The LPC Purchase Agreement may be terminated by us at any time and at our discretion without any cost to us. In connection with the LPC transaction, we engaged A.G.P. as a placement agent to help raise capital. A.G.P. introduced us to LPC, for which we agreed to pay A.G.P. a fee of 8% of the amount of the funds received from LPC, which totaled $20,000 in the quarter ended October 31, 2020. A.G.P. will also receive a fee totaling 8% of any additional funds raised pursuant to the LPC Purchase Agreement. In addition, and in consideration for the service provided in connection with Labrys and LPC, we granted warrants that were immediately exercisable for a total of 550,000 shares of our common stock at $0.50 per share to A.G.P. and two partners of A.G.P. The warrants had a value of $220,000 and expire August 6, 2024. Of the $220,000, $91,667 was netted against the LPC equity transaction and $128,333 was recorded as debt closing costs related to the Labrys transaction and is being amortized over the one-year life of the note. The following table sets forth the amount of gross proceeds we would receive from additional sales of our stock to LPC under the LPC Purchase Agreement at varying purchase prices: Assumed Average Number of (1) Percentage of (2) Proceeds from (1) $0.10 18,668,942 18.4% $ 1,866,984 0.25 18,668,942 18.4 4,667,236 0.30 (3) 18,668,942 18.4 5,600,683 0.50 18,668,942 18.4 9,334,471 1.00 10,000,000 11.3 10,000,000 1.50 6,666,667 8.3 10,000,000 (1) Although the Purchase Agreement provides that we may sell up to an additional $10,000,000 of our common stock to LPC, depending on the assumed average price per share, we may or may not be able to ultimately sell to Lincoln Park a number of shares of our common stock with a total value of $10,000,000. (2) The numerator is based on the maximum number of shares purchased at the corresponding assumed purchase price plus the 1,396,224 shares already owned by LPC. The denominator is based on 90,570,202 shares outstanding as of October 31, 2020 plus the number of shares assumed purchased. The table does not give effect to the prohibition contained in the LPC Purchase Agreement that prevents us from selling to LPC the number of shares such that, after giving effect to such sale, LPC and its affiliates would beneficially own more than 4.99% of the then outstanding shares of our common stock. Assuming the closing stock price of $0.30 per share on October 31, 2020 and the 4.99% limitation mentioned above, the total number of additional shares we could sell to LPC would be 1,891,039 for proceeds of $567,312. (3) The closing price of our common stock on October 31, 2020. |
8. Related Party Transactions
8. Related Party Transactions | 3 Months Ended |
Oct. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Related Party Transactions | Note 8. Related Party Transactions Due to Officers and Executives The following amounts were due to an officer and an executive and were included in Accounts payable on our Balance Sheets: October 31, 2020 July 31, 2020 Joseph M. Redmond, CEO $ – $ 2,304 Christine Farrell, Controller 20,000 25,598 $ 20,000 $ 27,902 The amount of salary due to Mr. Redmond for his services was included in Accrued wages on our Balance Sheets and was as follows: Balance at July 31, 2020 $ 183,846 Salary accrued – Salary paid – Balance at October 31, 2020 $ 183,846 |
9. Going Concern
9. Going Concern | 3 Months Ended |
Oct. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Going Concern | Note 9. Going Concern We did not recognize any revenues for the year ended July 31, 2020 or the quarter ended October 31, 2020 and we had an accumulated deficit of $29,562,242 as of October 31, 2020. For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations. Cash available at October 31, 2020 of $292,756 may not provide enough working capital to meet our current operating expenses through December 10, 2021. The operating deficit indicates substantial doubt about our ability to continue as a going concern. Our continued existence depends on the success of our efforts to raise additional capital necessary to meet our obligations as they come due and to obtain sufficient capital to execute our business plan. We may obtain capital primarily through issuances of debt or equity or entering into collaborative arrangements with corporate partners. There can be no assurance that we will be successful in completing additional financing or collaboration transactions or, if financing is available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we may be required to further scale down or perhaps even cease operations. The issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments. Our financial statements do not include adjustments that might result from the outcome of this uncertainty. Additionally, 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 and China, 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. If we are unable to raise additional capital by December 10, 2021, 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. |
10. Subsequent Events
10. Subsequent Events | 3 Months Ended |
Oct. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10. Subsequent Event On December 4, 2020, our registration statement on S-1 that was filed on November 23, 2020, was declared effective by the Securities and Exchange Commission. The final prospectus was filed on December 8, 2020. The registration statement contains one prospectus which is incorporated by reference into this filing and is available in electronic form through the Securities and Exchange Commission EDGAR system. We have not sold any shares under the prospectus. |
1. Basis of Presentation and _2
1. Basis of Presentation and Nature of Operations (Policies) | 3 Months Ended |
Oct. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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, 2020 is derived from our 2020 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 2020 Annual Report on Form 10-K filed with the SEC on November 16, 2020. 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 | Significant Accounting Policies Our significant accounting policies have not changed during the three months ended October 31, 2020 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2020. |
Reclassifications | Reclassifications Certain immaterial reclassifications were made to the prior period financial statements to conform to the current period presentation. There was no effect on our Statements of Operations and Comprehensive Loss and Statement of Cash Flows. |
Nature of Operations | Nature of Operations Our business model is to develop or acquire medical related products, engage third parties to manufacture such products and then distribute the products through various distribution channels, including third parties. We have product development projects in three different life-saving technologies; the CardioMap® heart monitoring and screening device, the Save a Life choking rescue device and a unique neurosteroid drug compound intended to treat rare brain disorders. 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 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 late-stage 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. |
3. Fair Value (Tables)
3. Fair Value (Tables) | 3 Months Ended |
Oct. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Fixed-Rate Debt | 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: October 31, 2020 July 31, 2020 Carrying value $ 695,000 $ 445,000 Fair value 694,987 445,000 |
4. Debt (Tables)
4. Debt (Tables) | 3 Months Ended |
Oct. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Notes Payable | The following notes payable were outstanding: October 31, 2020 July 31, 2020 Convertible notes with maturities ranging from February 19, 2021 to May 8, 2021 with interest rates of 7% and convertible at $0.80 per share $ 345,000 $ 445,000 Note issued to Labrys due August 14, 2021 with an interest rate of 12% 350,000 – 695,000 445,000 Unamortized debt discount and closing costs 455,024 233,770 $ 239,976 $ 211,230 |
5. Stock-Based Compensation (Ta
5. Stock-Based Compensation (Tables) | 3 Months Ended |
Oct. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Stock Options | Stock option activity during the quarter ended October 31, 2020 was as follows: Number of Options Weighted Average Exercise Price Options outstanding at July 31, 2020 15,000,000 $ 0.25 Options canceled (15,000,000 ) 0.25 Options outstanding at October 31, 2020 – – |
6. Net Loss Per Share (Tables)
6. Net Loss Per Share (Tables) | 3 Months Ended |
Oct. 31, 2020 | |
Equity [Abstract] | |
Schedule of Net Loss Per Share | The following anti-dilutive securities were excluded from the calculations of diluted net loss per share: Three Months Ended October 31, 2020 2019 Options to purchase common stock 375,000 600,000 Shares issuable upon conversion of convertible notes and related accrued interest 448,711 712,063 Warrants to purchase common stock 584,500 35,000 Restricted stock units 1,350,000 1,500,000 Total potentially dilutive securities 2,758,211 2,847,063 |
7. Common Stock Issuances (Tabl
7. Common Stock Issuances (Tables) | 3 Months Ended |
Oct. 31, 2020 | |
Equity [Abstract] | |
Schedule of Common Stock Issuances | The following table sets forth the amount of gross proceeds we would receive from additional sales of our stock to LPC under the LPC Purchase Agreement at varying purchase prices: Assumed Average Number of (1) Percentage of (2) Proceeds from (1) $0.10 18,668,942 18.4% $ 1,866,984 0.25 18,668,942 18.4 4,667,236 0.30 (3) 18,668,942 18.4 5,600,683 0.50 18,668,942 18.4 9,334,471 1.00 10,000,000 11.3 10,000,000 1.50 6,666,667 8.3 10,000,000 |
8. Related Party Transactions (
8. Related Party Transactions (Tables) | 3 Months Ended |
Oct. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Accounts payable | The following amounts were due to an officer and an executive and were included in Accounts payable on our Balance Sheets: October 31, 2020 July 31, 2020 Joseph M. Redmond, CEO $ – $ 2,304 Christine Farrell, Controller 20,000 25,598 $ 20,000 $ 27,902 |
Schedule of Accrued wages | The amount of salary due to Mr. Redmond for his services was included in Accrued wages on our Balance Sheets and was as follows: Balance at July 31, 2020 $ 183,846 Salary accrued – Salary paid – Balance at October 31, 2020 $ 183,846 |
3. Fair Value (Details)
3. Fair Value (Details) - USD ($) | Oct. 31, 2020 | Jul. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Carrying value | $ 695,000 | $ 445,000 |
Fair value | $ 694,987 | $ 445,000 |
4. Debt (Details)
4. Debt (Details) - USD ($) | Oct. 31, 2020 | Jul. 31, 2020 |
Notes Payable | $ 695,000 | $ 445,000 |
Unamortized debt discount and closing costs | 455,024 | 233,770 |
Notes Payable current | 239,976 | 211,230 |
Convertible Notes | ||
Notes Payable | 345,000 | 445,000 |
Notes [Member] | Labrys [Member] | ||
Notes Payable | $ 350,000 | $ 0 |
4. Debt (Details Narrative)
4. Debt (Details Narrative) - USD ($) | Aug. 14, 2020 | Oct. 31, 2020 | Oct. 31, 2019 |
Proceeds from notes payable | $ 315,000 | $ 150,000 | |
Payment of other closing costs | $ 31,700 | $ 0 | |
Convertible Promissory Note | |||
Debt converted, amount converted | $ 100,000 | ||
Debt converted, interest converted | $ 7,000 | ||
Debt converted, shares issued | 214,000 | ||
Conversion price | $ 0.50 | ||
Securities Purchase Agreement [Member] | Labrys [Member] | Commitment Shares [Member] | |||
Stock issued new, shares | 420,000 | ||
Stock issued new, value | $ 197,400 | ||
Securities Purchase Agreement [Member] | Alliance Group Partners, LLP [Member] | |||
Payment of placement agent fees | 25,200 | ||
Payment of other closing costs | 6,500 | ||
Total closing costs | 31,700 | ||
Securities Purchase Agreement [Member] | Labrys [Member] | |||
Debt face amount | 350,000 | ||
Proceeds from notes payable | $ 315,000 | ||
Debt interest rate | 12.00% |
5. Stock Based Compensation (De
5. Stock Based Compensation (Details) | 3 Months Ended |
Oct. 31, 2020$ / sharesshares | |
Number of Options | |
Options outstanding at beginning | shares | 15,000,000 |
Options canceled | shares | (15,000,000) |
Options outstanding at end | shares | 0 |
Weighted Average Exercise Price | |
Options outstanding at beginning | $ / shares | $ 0.25 |
Options canceled | $ / shares | 0.25 |
Options outstanding at end | $ / shares |
5. Stock Based Compensation (_2
5. Stock Based Compensation (Details Narrative) | 3 Months Ended |
Oct. 31, 2020USD ($)shares | |
Unrecognized stock-based compensation | $ | $ 5,387 |
Weighted average remaining vesting period | 2 months 30 days |
Restricted Stock Units (RSUs) [Member] | |
Unvested RSUs outstanding | shares | 400,000 |
6. Net Loss Per Share (Details)
6. Net Loss Per Share (Details) - shares | 3 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Total potentially dilutive securities | 2,758,211 | 2,847,063 |
Options [Member] | ||
Total potentially dilutive securities | 375,000 | 600,000 |
Convertible notes and related accrued interest [Member] | ||
Total potentially dilutive securities | 448,711 | 712,063 |
Warrant [Member] | ||
Total potentially dilutive securities | 584,500 | 35,000 |
Restricted Stock Units (RSUs) [Member] | ||
Total potentially dilutive securities | 1,350,000 | 1,500,000 |
7. Common Stock Issuances (Deta
7. Common Stock Issuances (Details) | 3 Months Ended |
Oct. 31, 2020USD ($)$ / sharesshares | |
$0.10 | |
Assumed Average Purchase Price Per Share | $ / shares | $ 0.10 |
Number of Shares to be Sold if Full Purchase | shares | 18,668,942 |
Percentage of Outstanding Shares Owned After Giving Effect to the Shares Sold | 18.40% |
Proceeds from the Sale of Shares to LPC | $ | $ 1,866,984 |
$0.25 | |
Assumed Average Purchase Price Per Share | $ / shares | $ 0.25 |
Number of Shares to be Sold if Full Purchase | shares | 18,668,942 |
Percentage of Outstanding Shares Owned After Giving Effect to the Shares Sold | 18.40% |
Proceeds from the Sale of Shares to LPC | $ | $ 4,667,236 |
$0.30 | |
Assumed Average Purchase Price Per Share | $ / shares | $ 0.30 |
Number of Shares to be Sold if Full Purchase | shares | 18,668,942 |
Percentage of Outstanding Shares Owned After Giving Effect to the Shares Sold | 18.40% |
Proceeds from the Sale of Shares to LPC | $ | $ 5,600,683 |
$0.50 | |
Assumed Average Purchase Price Per Share | $ / shares | $ 0.50 |
Number of Shares to be Sold if Full Purchase | shares | 18,668,942 |
Percentage of Outstanding Shares Owned After Giving Effect to the Shares Sold | 18.40% |
Proceeds from the Sale of Shares to LPC | $ | $ 9,334,471 |
$1.00 | |
Assumed Average Purchase Price Per Share | $ / shares | $ 1 |
Number of Shares to be Sold if Full Purchase | shares | 10,000,000 |
Percentage of Outstanding Shares Owned After Giving Effect to the Shares Sold | 11.30% |
Proceeds from the Sale of Shares to LPC | $ | $ 10,000,000 |
$1.50 | |
Assumed Average Purchase Price Per Share | $ / shares | $ 1.50 |
Number of Shares to be Sold if Full Purchase | shares | 6,666,667 |
Percentage of Outstanding Shares Owned After Giving Effect to the Shares Sold | 8.30% |
Proceeds from the Sale of Shares to LPC | $ | $ 10,000,000 |
7. Common Stock Issuances (De_2
7. Common Stock Issuances (Details Narrative) - USD ($) | Aug. 14, 2020 | Oct. 31, 2020 | Oct. 31, 2019 |
Payment of placement agent fees | $ 31,700 | $ 0 | |
AGP [Member] | |||
Payment of placement agent fees | $ 20,000 | ||
Warrants issued, common shares eligible | 550,000 | ||
Warrants exercisable price per share | $ 0.50 | ||
Warrants issued, value | $ 220,000 | ||
Warrants expiration date | Aug. 6, 2024 | ||
Purchase Agreement | Lincoln Park Capital Fund | |||
Stock issued new, shares | 793,802 | ||
Proceeds from sale of stock | $ 250,000 | ||
Initial Purchase [Member] | Lincoln Park Capital Fund | |||
Stock issued new, shares | 602,422 | ||
Convertible Promissory Note | |||
Debt converted, amount converted | $ 100,000 | ||
Debt converted, interest converted | $ 7,000 | ||
Debt converted, shares issued | 214,000 | ||
Conversion price | $ 0.50 |
8. Related Party Transactions_2
8. Related Party Transactions (Details - Due to officers) - USD ($) | Oct. 31, 2020 | Jul. 31, 2020 | Oct. 31, 2010 |
Total | $ 27,902 | $ 20,000 | |
Chief Executive Officer [Member] | |||
Total | $ 0 | 2,304 | |
Controller [Member] | |||
Total | $ 20,000 | $ 25,598 |
8. Related Party Transactions_3
8. Related Party Transactions (Details - Accrued Compensation) | 3 Months Ended |
Oct. 31, 2020USD ($) | |
Accrued wages, beginning balance | $ 211,702 |
Accrued wages, ending balance | 211,736 |
J. Michael Redmond [Member] | |
Accrued wages, beginning balance | 183,846 |
Salary accrued | 0 |
Salary paid | 0 |
Accrued wages, ending balance | $ 183,846 |
9. Going Concern (Details Narra
9. Going Concern (Details Narrative) - USD ($) | Oct. 31, 2020 | Jul. 31, 2020 | Oct. 31, 2019 | Jul. 31, 2019 |
Risks and Uncertainties [Abstract] | ||||
Accumulated deficit | $ (29,562,242) | $ (28,850,728) | ||
Cash and cash equivalents | $ 292,756 | $ 62,952 | $ 102,320 | $ 167,095 |