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)

(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):

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

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

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.