Current Report Filing (8-k)
April 20 2022 - 5:11PM
Edgar (US Regulatory)
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2022-04-14
2022-04-14
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xbrli:shares
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U.S. 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
Date of Report (Date of
earliest event reported): April
14, 2022
ODYSSEY
HEALTH, INC.
(Exact name of small business
issuer as specified in its charter)
Nevada |
000-56196 |
47-1022125 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer ID No.) |
2300
West Sahara Avenue, Suite 800 - #4012
Las Vegas,
NV |
89102 |
(Address of principal executive offices) |
(Zip Code) |
(702) 780-6559
(Issuer’s
Telephone Number)
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:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
N/A |
N/A |
N/A |
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 12b2 of the Securities Exchange Act of 1934 (§240.12b2 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 February 24, 2022, the Odyssey Health, Inc.,
formerly known as Odyssey Group International, Inc. (the “Company”) initiated a private placement of up to fourteen million
two hundred eighty-five thousand seven hundred fourteen (14,285,714) Units, with each unit consisting of one (1) share of the Company’s
common stock, par value one tenth of a cent ($0.001) per share (the “Common Stock” or “Shares”) and one-half of
an accompanying warrant (the “Investor Warrants”) to purchase one Share, at a combined purchase price per Unit of thirty-five
cents ($0.35) (the “Private Placement”). The Investor Warrants have a term of five (5) years, an exercise price of $0.70 per
share, may be exercised in certain circumstances on a cashless basis, and are exercisable immediately upon issuance.
The Share and Investor Warrant comprising each
Unit are immediately separable and are issued separately. The Private Placement is being made on a “Minimum” basis, and accordingly,
once the minimum gross proceeds of nine hundred ninety-nine thousand nine hundred ninety-nine and seventy cents ($999,999.70), before
deducting placement agent commissions and other offering expenses, has been raised, upon clearance of the funds on deposit and approval
of the subscription by the Company, the Units are to be promptly distributed to the investors. The maximum amount to be offered under
the Private Placement is four million nine hundred ninety-nine thousand nine hundred ninety-nine and ninety cents ($4,999,999.90).
On April 14, 2022, the first closing of the Private
Placement (the “First Closing”) occurred, following the satisfaction of customary closing conditions, pursuant to which the
Company issued four million three hundred six thousand two hundred (4,306,200) Units, consisting of two million eight hundred seventy
thousand eight hundred (2,870,800) shares of common stock and warrants to purchase one million four hundred thirty-five thousand four
hundred (1,435,400) shares of common stock, and received one million four thousand seven hundred eighty dollars ($1,004,780) in gross
proceeds before deducting placement agent commissions and other offering expenses.
In connection with the First Closing, the Company
entered into the following agreements with 17 accredited investors (the “Purchasers”):
| · | A Subscription Agreement, dated April 14, 2022, by and between the Company and the certain purchasing
security holders |
| · | A Stock Purchase Agreement, dated April 14, 2022, by and between the Company and the certain purchasing
security holders |
| · | A Warrant Agreement, dated April 14, 2022, by and between the Company and the certain purchasing security
holders |
| · | A Registration Rights Agreement (the “Registration Rights Agreement”), dated April 14, 2022, by and among the Company
and the certain purchasing security holders |
The Company will be required to (i) file within
sixty (60) calendar days of the date of the final closing of the Private Placement, a registration statement registering for resale all
shares of Common Stock issued or issuable upon exercise of the Investor Warrants issued, (ii) use its best efforts to have all such registration
statements declared effective within the periods set forth in the Registration Rights Agreement, and (iii) use its best efforts to keep
such registration statements effective during the periods set forth in the Registration Rights Agreement. In the event that such registration
statements are not declared effective within the periods set forth in the Registration Rights Agreement, any such effective registration
statements subsequently become unavailable, or use of the prospectus contained in such registration statements is suspended for certain
periods of time, we would be required to pay certain liquidated damages to the investors named therein.
The Company received net proceeds
of Eight Hundred Forty-Nine Thousand Three Hundred Two Dollars ($849,302) from the First Closing, after deduction for offering expenses.
|
Item 3.02. |
Unregistered Sales of Equity Securities. |
The information set forth above under Item 1.01
is hereby incorporated by reference into this Item 3.02.
We issued and sold the Shares and Warrants and
may issue the shares of common stock issuable upon exercise of the Warrants in reliance on the exemption from the registration requirements
of the Securities Act of 1933, as amended (the “Securities Act”) by virtue of Section 4(a)(2) thereof and Rule 506 of Regulation
D thereunder. In connection with the Purchasers’ execution of the Stock Purchase Agreement, the Purchasers represented to us that
they are each an “accredited investor” as defined in Regulation D of the Securities Act and that the securities to be purchased
by them will be acquired solely for their own account and not with a view to or for distributing or reselling such securities or any
part thereof in violation of the Securities Act or any applicable state securities law.
This Current Report on Form 8-K does not constitute,
and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities by any person in any jurisdiction
in which it is unlawful for the person to make the offer or solicitation.
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. |
|
|
|
By: |
/s/ Joseph Michael Redmond |
|
|
Joseph Michael Redmond Chief Executive Officer |
Date: April 20, 2022
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