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
April 30, 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):
| 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(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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On April 30, 2020, Odyssey Group International, Inc., (“the Company”) entered into a convertible promissory note agreement with an accredited investor for $100,000. The note bears interest at 7.0% annually and matures automatically. The entire outstanding principal amount, together with accrued interest shall become due and payable on the date that is one (1) year from the date of issuance, unless converted, at the option of the holder, into shares of capital stock of the Company at one dollar ($1.00) per share or at a 10% discount to the market price on the date of conversion, but not less than eighty cents ($0.80) per share. Warrants equal to 10% of the shares purchased were issued to the note holder. The price of the warrant is one dollar and fifty cents ($1.50) per share and the term is for one year from the investment date.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description |
| 10.1 | Form of Convertible Promissory Note * |
| 10.2 | Form of Warrant * |
_____________________
* Incorporated by reference in previously filed with Form 8-K filed March 13, 2020
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. | ||
|
Date: May 11, 2020 |
By: | /s/ Joseph Michael Redmond |
| Name: Joseph Michael Redmond | ||
| Title: Chief Executive Officer | ||
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