UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

November 18, 2020

 

Date of Report (Date of earliest event reported)

 

ODYSSEY GROUP INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

333-200785

(Commission File Number)

 

Nevada 47-1022125
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
   
2372 Morse Ave., Irvine, CA 92614
(Address of principal executive offices) (Zip Code)

 

(619) 832-2900

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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
Common Stock ($0.001 par value) ODYY OTC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.  ☐

 

 

 

     

 

 

  Item 1.01 Entry into a Material Definitive Agreement.

 

On November 18, 2020, Odyssey Group International, Inc. entered into Amendment No. 1 to the Purchase Agreement (the “LPC Purchase Agreement”) with Lincoln Park Capital Fund, LLC, an Illinois limited liability company that was entered into on August 14, 2020. The LPC Purchase Agreement is amended to reduce the Accelerated Purchase Floor Price, Additional Accelerated Purchase Floor Price, and Regular Floor Price from $0.20 to $0.10.

 

  Item 9.01 Financial Statements and Exhibits
     
  Exhibit No. Description
     
  10.1 Amendment No. 1 to the Purchase Agreement, dated August 14, 2020, by and between Odyssey Group International, Inc. and Lincoln Park Capital Fund, LLC
  10.2 Purchase Agreement, dated August 14, 2020, by and between Odyssey Group International, Inc. and Lincoln Park Capital Fund, LLC (incorporated by reference)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  ODYSSEY GROUP INTERNATIONAL, INC.
     

Date: November 19, 2020

By: /s/ Joseph Michael Redmond
    Name:  Joseph Michael Redmond
    Title: Chief Executive Officer
     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 10.1

 

AMENDMENT NO. 1 TO

PURCHASE AGREEMENT

 

November 18, 2020

Lincoln Park Capital Fund, LLC

440 North Wells, Suite 410

Chicago, IL 60654

 

Ladies and Gentlemen:

 

Reference is made to the Purchase Agreement, dated as of August 14, 2020 (the “Purchase Agreement”), by and between Odyssey Group International, Inc., a Nevada corporation (the “Company”), and Lincoln Park Capital Fund, LLC, an Illinois limited liability company (the “Investor”), pursuant to which, subject to the terms and conditions set forth in the Purchase Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the Company, up to Ten Million Two Hundred Fifty Thousand Dollars ($10,250,000) of the Company's common stock, $0.001 par value per share (the "Common Stock").

 

The Parties wish to modify and amend the Purchase Agreement as provided in this Amendment No. 1, dated November 18, 2020, to the Purchase Agreement (this “Amendment”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings assigned to such terms in the Purchase Agreement.

 

The Company and the Investor hereby agree as follows:

 

A.        Amendments to Purchase Agreement. The Purchase Agreement is hereby amended, effective November 18, 2020, as follows:

 

1.                   Section 1(b) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:

 

“(b) “Accelerated Purchase Floor Price” means $0.10, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Accelerated Purchase Floor Price shall mean the lower of (i) the adjusted price and (ii) $1.00.”

 

2.                   Section 1(j) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:

 

“(j) “Additional Accelerated Purchase Floor Price” means $0.10, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Additional Accelerated Purchase Floor Price shall mean the lower of (i) the adjusted price and (ii) $1.00.”

 

3.                   Section 1(jj) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:

 

“(jj) “Regular Purchase Floor Price” means $0.10, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Regular Purchase Floor Price shall mean the lower of (i) the adjusted price and (ii) $1.00.”

 

 

 

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B.                 Form 8-K. The Company shall file a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended, reflecting this Amendment within four (4) business days of the date of this Amendment.

 

C.                No Other Amendments. Except as amended as set forth in Part A above, all of the terms and provisions of the Purchase Agreement shall continue in full force and effect and shall not be in any way changed, modified or superseded by this Amendment.

 

D.                Counterparts. This Amendment may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.

 

E.                 Governing Law. This Amendment shall be governed by the internal laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Illinois.

 

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IN WITNESS WHEREOF, the Investor and the Company have caused this Amendment to be duly executed as of the date first written above.

 

 

 

  THE COMPANY:
   
  ODYSSEY GROUP INTERNATIONAL, INC.
   
   
  By: /s/ Michael Redmond
  Name: Michael Redmond
  Title: President and CEO
   
   
   
  INVESTOR:
   
  LINCOLN PARK CAPITAL FUND, LLC
   
  BY: LINCOLN PARK CAPITAL, LLC
  BY: ROCKLEDGE CAPITAL CORPORATION
   
   
  By: /s/ Josh Scheinfeld
  Name: Josh Scheinfeld
  Title: President

 

 

 

 

 

 

 

 

 

 

 

 

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