Current Report Filing (8-k)
August 19 2020 - 6:02AM
Edgar (US Regulatory)
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 14, 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
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47-1022125
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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2372 Morse Ave., Irvine, CA
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92614
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(Address of principal executive offices)
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(Zip Code)
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(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
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(g) of the Act:
Title of each Class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock ($0.001 par value)
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ODYY
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OTC
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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 3.02 Unregistered Sales of Equity Securities
Odyssey Group International, Inc. (the “Company”)
and Peter J. D’Arruda, an accredited investor, are parties to certain convertible
note agreement dated August 14, 2019. The note has a one year term and automatically converts into the Company’s common stock.
On August 14, 2020, pursuant to the convertible note agreement, the Company provided notice to convert the debt and interest under
the convertible note agreement into common stock of the Company. The amount converted, including accrued interest, was $107,000
and the conversion price was $0.50 per share resulting in the issuance of a total of 214,000 shares of the Company’s common
stock (the “Shares”).
The issuance of the Shares was exempt from registration under
Securities Act Section 4(a)(2). Mr. D’Arruda is a sophisticated investor and represented in writing that he is an accredited
investor and was acquiring the securities for his own account for investment purposes. A legend will be placed on the Shares stating
that the securities have not been registered under the Securities Act and cannot be sold or otherwise transferred without registration
or an exemption therefrom.
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.
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ODYSSEY GROUP INTERNATIONAL, INC.
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Date: August 18, 2020
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By:
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/s/ Joseph Michael Redmond
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Name: Joseph Michael Redmond
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Title: Chief Executive Officer
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