Current Report Filing (8-k)
January 26 2021 - 4:56PM
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
January
21, 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
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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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|
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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)
|
o
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
|
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(b) of the Act:
Title of Each Class
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Symbol
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Name of each exchange on which registered
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None
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N/A
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N/A
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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
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
January 21, 2021, the Board of Directors of Odyssey Group International, Inc. (the “Company”) entered into employment
agreements with Mr. Michael Redmond and Ms. Christine Farrell. See Item 5.02 below for a description of the agreements.
ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS
OF CERTAIN OFFICERS.
Mr. Redmond
Employment Agreement
On
January 21, 2021, the Board of Directors of the Company and Mr. Redmond entered into an employment agreement (the “Agreement”)
for a three (3) year term. Mr. Redmond will initially receive a base salary of Three Hundred Thousand Dollars ($300,000) per year,
subject to increases after certain Company milestones are obtained as noted in the Agreement. Mr. Redmond is eligible to participate
in the Company’s performance-based cash incentive bonus program. Mr. Redmond has accrued One Hundred Eighty Three Thousand
Eight Hundred Forty Six Dollars ($183,846) in unpaid salary from December 2017 through the effective date of the Agreement. Mr.
Redmond may have the accrued salary converted to Company common stock at the then current stock price. Mr. Redmond shall
be eligible to receive a bonus for each calendar year during the term of the Agreement, of between Fifty Percent (50%) and One
Fifty Percent (150%) of Base Salary, commencing with the 2021 calendar year, based on the attainment of individual and
corporate performance goals and targets established by mutual agreement between the Board and Mr. Redmond prior to January 31st
of each calendar year. Mr. Redmond will be granted Restricted Stock Units (“RSUs”) covering Three Million (3,000,000)
shares of the Company’s common stock (or stock options at Mr. Redmond’s choosing), vesting in equal monthly installments
over Thirty Six (36) months.
The
Agreement provides for certain payments and benefits in the event of a termination of Mr. Redmond’s employment under specific
circumstances. If, during the term of the Agreement, his employment is terminated by the Company other than for “cause,”
death or disability as defined in the Agreement, he would be entitled to continuation of his base salary at the rate in effect
immediately prior to the termination date for twenty four (24) months following the termination date.
Ms. Farrell
Employment Agreement
On
January 21, 2021, the Board of Directors of the Company and Ms. Christine M. Farrell entered into an employment agreement (the
“Agreement”) for a three-year term, as Chief Financial Officer. Ms. Farrell will initially receive a base salary of
One Hundred Twenty Thousand Dollars ($120,000) per year, subject to increases after certain Company milestones are obtained as
noted in the Agreement. Ms. Farrell is eligible to receive a bonus for each calendar year during the term of the Agreement, of
between up to Twenty Percent (20%) of base salary, commencing with the 2021 calendar year, based on the attainment of individual
and corporate performance goals and targets established by the Board. Ms. Farrell will be granted RSU’s covering One Million
(1,000,000) shares of our common stock (or stock options at Ms. Farrell’s choosing), vesting in equal monthly installments
over Thirty Six (36) months.
The
Agreement provides for certain payments and benefits in the event of a termination of Ms. Farrell’s employment under specific
circumstances. If, during the term of the Agreement, her employment is terminated by the Company other than for “cause,”
death or disability, as defined in his agreement, she would be entitled to continuation of her base salary at the rate in effect
immediately prior to the termination date for six (6) months following the termination date.
Mr.
Redmond and Ms. Farrell have also agreed to customary restrictions with respect to the disclosure and use of the Company’s
confidential information, and have agreed that work product or inventions developed or conceived by them while employed with the
Company relating to its business is the Company’s property.
The
foregoing description of the employment agreements is a summary and is qualified in its entirety by reference to the employment
agreements which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits
SIGNATURE
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: January 26, 2021
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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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