UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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Securities Exchange Act of 1934.
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On December 28, 2023, Odyssey Health, Inc. formerly Odyssey Group International, Inc., a Nevada corporation (“Odyssey” the “Company”) successfully closed the Asset Purchase Agreement (the “Purchase Agreement”) with Oragenics, Inc. (“Oragenics” the “Purchaser”) which was entered into on October 4, 2023, and as further described in the Company’s Form 8-K filed with the Securities and Exchange Commission on October 5, 2023. Pursuant to the Purchase Agreement, the Company agreed to sell and assign, certain assets and certain liabilities related to a segment of Odyssey’s business focused on developing medical products that treat brain related illnesses and diseases (the “Purchased Assets”) to Oragenics in exchange for $1,000,000 in cash and 8,000,000 shares of convertible Series F Preferred Stock (“Series F Preferred Stock”), on and subject to the terms and conditions set forth therein (such transaction, the “Odyssey Asset Purchase”). The Purchased Assets include drug candidates for treating mild traumatic brain injury (mTBI), also known as concussion, and for treating Niemann Pick Disease Type C (“NPC”), as well as the Company’s proprietary powder formulation and its nasal delivery device.
The closing of the Odyssey Purchased Asset was subject to the satisfaction of customary closing conditions, which included: (1) Odyssey obtaining all required consents to the Odyssey Asset Purchase; (2) stockholders’ approval to the Odyssey Asset Purchase; (3) Oragenics shareholders’ approval of (a) the increase in the its authorized Common Stock from 4,166,666 to 350,000,000 and (b) the conversion of the Series F Preferred Stock into Common Stock; (4) no material adverse changes occurred to the Purchased Assets; (5) Odyssey waived Oragenics cash requirement at Closing; and (6) Oragenics completion of its due diligence of the Purchased Assets to its satisfaction.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description |
| 2.1 | Asset Purchase Agreement incorporated by reference on Form 8-K filed on October 5, 2023 |
| 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 Health, Inc. | ||
| Date: December 29, 2023 | By: | /s/ Joseph Michael Redmond |
| Joseph Michael Redmond, President and Chief Executive Officer | ||
| 2 |