ODYY Odyssey Group International Inc (QB)

On February 24, 2022, 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 introducing broker placement fees 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 May 3, 2022, the second closing of the Private Placement (the “Second Closing”) occurred, following the satisfaction of customary closing conditions, pursuant to which the Company issued one million seven hundred eighty-one thousand three hundred fifty-eight (1,781,358) Units, consisting of one million one hundred eighty-seven thousand five hundred seventy-two (1,187,572) shares of common stock and warrants to purchase five hundred ninety-three thousand seven hundred eighty-six (593,786) shares of common stock, and received four hundred fifteen thousand six hundred fifty dollars and twenty cents ($415,650.20) in gross proceeds before deducting introducing broker placement fees and other offering expenses.

In connection with the Second Closing, the Company entered into the following agreements with nine accredited investors (the “Purchasers”):

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 three hundred seventy-four thousand eighty-five dollars and eighteen cents ($374,085.18) from the Second Closing, after deduction for offering expenses.

The total net proceeds received by the Company from the First Closing and Second Closing were one million two hundred twenty-three thousand three hundred eighty-seven dollars and eighteen cents ($1,223,387.18).