Item 1.01 Entry Into a Material Definitive Agreement

On May 19, 2020, Odyssey Group International, Inc., (the “Company”) entered into convertible promissory note agreements (the “Notes”) with effective dates of May 8, 2020, with accredited investors Robert L. Engemann, Jr. for $40,000 and Jeffrey S. Fedorko for $10,000, respectively, for an aggregate total of $50,000. The Notes bear interest at 7.0% annually and mature automatically. The entire outstanding principal amount, together with accrued interest shall become due and payable on May 8, 2021, unless converted, at the option of the holder or Company, into shares of common stock of the Company at one dollar ($1.00) per share or at a 10% discount to the market price on the date of conversion but in no case lower than $0.80, whichever is lower. Warrants equal to 10% of the shares purchased upon conversion of the Notes were issued to the holders of the Notes (the “Warrants”). The price of each Warrant is one dollar and fifty cents ($1.50) per share and the term is for one year from the investment date.

The entry into the Notes due May 8, 2021 and the issuance of the shares of common stock issuable upon conversion of the Notes and exercise of the Warrants will be exempt from registration under Securities Act Section 4(a)(2). The investors are sophisticated and represented in writing that they were each an accredited investor and acquired the securities for their own account for investment purposes. The Company does not have any relationship with the investors in the Notes other than the Notes. A legend will be placed on the Notes and the stock certificates issued upon conversion of the Notes and exercise of the Warrants, subject to the terms of the transaction documents, stating that the securities have not been registered under the Securities Act and cannot be sold or otherwise transferred without registration or an exemption therefrom.