8-K 1 odyssey_i8k.htm CURRENT REPORT

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

 

August 29, 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)

 

(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):

 

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

 

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

 

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

 

o 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 August 29, 2021, Odyssey Group International, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with Tysadco Partners, LLC (“Tysadco”). Pursuant to the SPA, the Company has sold in a private placement, a convertible promissory note, and restricted shares of the Company’s common stock. The SPA is attached hereto and incorporated herein as if set forth in Exhibit 10.1.

 

Upon the terms and conditions stated in the SPA, Tysadco desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in the SPA (i) a Promissory Note of the Company, (the “Note”), in the original principal amount of $250,000 (the “Original Principal Amount”) (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”) convertible into shares of common stock of the Company (“Common Stock”), and (ii) two hundred thousand (200,000) restricted common shares in the Company (“Inducement Shares”) to be delivered to Tysadco, following the Closing Date.

 

The form of SPA, and Note are attached to this Current Report on Form 8-K and is incorporated herein by reference. The description of the SPA and the Note contained herein is a summary and is qualified in its entirety by reference to the form of the SPA and the Note.

 

The form of SPA and Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the SPA contained herein is a summary and is qualified in its entirety by reference to the form of SPA.

 

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 3.02 Unregistered Sales of Equity Securities

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(c) Exhibits

 

Exhibit Number Description
   
10.1 Securities Purchase Agreement

 

 

  

 

 

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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.

 

 

Date: September 1, 2021 ODYSSEY GROUP INTERNATIONAL, INC.
     
  By: /s/ Joseph Michael Redmond
    Name: Joseph Michael Redmond
    Title: Chief Executive Officer
     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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