U.S. 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
Date of Report (Date of earliest event reported): February 18, 2022
ODYSSEY GROUP INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
| Nevada | 000-56196 | 47-1022125 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer ID No.) |
| 2372 Morse Ave., Irvine, CA | 92614 |
| (Address of principal executive offices) | (Zip Code) |
(702) 780-6559
(Issuer’s Telephone Number)
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:
☐ 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:
| Title of each class | Trading Symbol(s) | 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 12b2 of the Securities Exchange Act of 1934 (§240.12b2 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 February 15, 2022, Odyssey Group International, Inc. entered into Amendment No. 1 to the Convertible Promissory Note (the “Amendment”) to the Securities Purchase Agreement dated April 5, 2021, with LGH Investments, LLC (“LGH”) with an effective date of February 1, 2022. Pursuant to the Amendment, the parties have agreed to extend the maturity date of the note to May 31, 2022. As consideration, two-hundred thousand ($200,000) shall be added to the principal amount outstanding, the Company shall issue LGH one hundred thousand (100,000) shares of Common Stock and the Company shall pay to LGH the lesser of 10% or two hundred fifty thousand ($250,000) of any future capital raises, investments, donations or financings unless the Note has been converted.
The Amendment No. 1 is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| 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 above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Number | Exhibit |
| 10.1 | Amendment to Convertible Promissory Note |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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. | ||
| By: | /s/ Joseph Michael Redmond | |
| Joseph Michael Redmond Chief Executive Officer | ||
Date: February 18, 2022
Exhibit 10.1
Amendment
to
Convertible Promissory Note
This AMENDMENT (this “Amendment”) is entered into by and between Company and Holder (each as defined below), effective as of February 1, 2022 (the “Effective Date”), binding on the undersigned parties as of that date.
RECITALS
Odyssey Group Intl, Inc. (“Company”) and LGH Investments, LLC (“Holder”) entered into that certain Convertible Promissory Note (the “Note”) dated April 5, 2021 in the amount of $1,050,000.00 (the “Loan Amount”). Capitalized terms not otherwise defined have the meaning set forth in the Note.
Whereas, the parties have agreed to extend the maturity date of the Note subject to the conditions contained herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Extension of Maturity Date. The Maturity Date of the Note is amended and extended to May 31, 2022.
2. Compensation for Extension. In exchange for the extension of the Maturity Date, $200,000.00 shall be added to the principal amount outstanding on the Note between the Company and Holder as of the Effective Date hereof and the Company shall issue Holder 100,000 (one hundred thousand) shares of Common Stock.
3. Pay down of principle and interest from Proceeds of Future Capital Raises. The Company shall pay to Holder the lesser of 10% or $250,000 (two hundred fifty thousand) of any future capital raises, investments, donations or financings unless the Note has been converted.
4. Effectiveness; Conflict. Except as modified hereby, the Note and terms thereof shall remain in full force and effect. On and after the effectiveness of this Amendment, each reference in the Notes to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Note, as amended by this Amendment. To the extent the terms of this Amendment conflict with any provision of the Note or any of the documents referenced therein, then the provisions of this Amendment shall control.
5. Counterparts. This Amendment may be executed by facsimile transmission and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
[SIGNATURE PAGE FOLLOWS]
| 1 |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date.
| COMPANY | ||
| ODYSSEY GROUP INTL, INC. | ||
| By: | /s/ /J. Michael Redmond | |
| Chief Executive Officer | ||
| HOLDER | ||
| LGH INVESTMENTS, LLC | ||
| By: | /s/ Lucas G. Hoppel | |
| Managing Member | ||
[Signature Page to Amendment No 1. to the Convertible Promissory Note]
| 2 |