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
December 21, 2021
Date of Report (Date of earliest event reported)
ODYSSEY GROUP INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
333-250896
(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) |
(702) 780-6559
(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 December 21, 2021 and December 22, 2021, Odyssey Group International, Inc. (the “Company”) entered into five Promissory Notes (the “Notes”) with three directors and two officers of the Company.
Pursuant to the terms and conditions stated in the Notes, Mr. Joseph Michael Redmond, President and Chief Executive Officer, Ms. Christine M. Farrell, Chief Financial Officer, Mr. Jerome H. Casey, Director, Mr. John P. Gandolfo, Director, and Mr. Ricky W. Richardson, Director, loaned the Company $25,000 each for total proceeds of $125,000. The Notes bear eight percent interest (8%) per annum and are due March 31, 2022.
The form of Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference. The description of the Note contained herein is a summary and is qualified in its entirety by reference to the form of the Note.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description |
| 10.1 | Promissory Note |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
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.
| Date: December 27, 2021 | ODYSSEY GROUP INTERNATIONAL, INC. | |
| By: | /s/ Joseph Michael Redmond | |
| Name: Joseph Michael Redmond | ||
| Title: Chief Executive Officer | ||
| 3 |
Exhibit 10.1
PROMISSORY NOTE
THIS PROMISSORY NOTE (the “Note”) is made as of the ___ day of December 2021, by and between Odyssey Group International, Inc., Nevada corporation, (hereinafter known as “BORROWER”) and _______________, an individual (hereinafter known as “LENDER”), whose address is _______________________________________. BORROWER and LENDER shall collectively be known herein as “the Parties”. In determining the rights and duties of the Parties under this Note, the entire document must be read as a whole.
PROMISSORY NOTE
FOR VALUE RECEIVED, BORROWER promises to pay to the order of LENDER the sum of $25,000.00 (Twenty-Five Thousand Dollars) (hereinafter the “Loan Amount”) representing a cash loan from LENDER to BORROWER. The entire outstanding Loan Amount shall bear interest at a rate of 8% per annum, and shall be paid in full on the dates below.
ADDITIONAL LOAN TERMS
The Parties hereby further set forth their rights and obligations to one another under this Loan Agreement and agree to be legally bound as follows:
| A. | Maturity. The Note, and any accrued interest, will be due in full on March 31, 2022, (the “Maturity Date”). Notwithstanding the foregoing, the unpaid principal of this Note, and any interest, shall become immediately due and payable upon the insolvency of the BORROWER, the commission of any act of bankruptcy by the BORROWER, the execution by the BORROWER of a general assignment for the benefit of creditors, the filing by or against the BORROWER of a petition in bankruptcy, or the appointment of a receiver or trustee to control the Company in any way. |
| B. | Parties that are not individuals. If any party to this agreement is other than an individual (i.e., a Corporation, a Limited Liability Company, a Partnership, or a Trust), said Party, and the individual signing on behalf of said Party, hereby represents and warrants that all steps and actions have been taken under the entity’s governing instruments to authorize the entry into this Loan Agreement. Breach of any representation contained in this paragraph is considered a material breach of the Loan Agreement. |
| C. | Integration. This Loan Agreement, sets forth the entire agreement between the Parties with regard to the subject matter hereof. All prior agreements, representations and warranties, expressed or implied, oral or written with respect to the subject matter hereof, are hereby superseded by this Loan Agreement. This is an integrated Loan Agreement. |
| D. | Severability. In the event any provision of this Loan Agreement is deemed to be void, invalid, or unenforceable, that provision shall be severed from the remainder of this Loan Agreement so as not to cause the invalidity or unenforceability of the remainder of this Loan Agreement. All remaining provisions of this Agreement shall then continue in full force and effect. If any provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope and breadth permitted by law. |
| E. | Modification. Except as otherwise provided in this document, this Loan Agreement may be modified, superseded, or voided only upon the written and signed agreement of the Parties. Further, the physical destruction or loss of this document shall not be construed as a modification or termination of the Loan Agreement contained herein. |
| F. | Exclusive Jurisdiction for Suit in Case of Breach. The parties, by entering into this Loan Agreement, submit to jurisdiction in the State of Nevada for adjudication of any disputes and/or claims between the parties under this Loan Agreement. Furthermore, the Parties hereby agree that the courts of the State of Nevada shall have exclusive jurisdiction over any disputes between the Parties relative to this Loan Agreement, whether said disputes sounds in contract, tort, or other areas of the law. |
| G. | State Law. This Loan Agreement shall be interpreted under, and governed by, the laws of the State of Nevada. |
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IN WITNESS WHEREOF, and acknowledging acceptance and agreement of the foregoing, BORROWER, and LENDER affix their signatures hereto,
| Odyssey Group International, Inc. | Lender |
| __________________________ | _________________________ |
| By: J. Michael Redmond | By: ______________________ |
| Title: President | An Individual |
| Dated: December ____, 2021 | Dated: December ____, 2021 |
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