Current Report Filing (8-k)
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Current Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 1, 2021
ODYSSEY GROUP INTERNATIONAL,
(Exact name of small business issuer as specified in its
(State or other jurisdiction of incorporation)
(IRS Employer ID
2372 Morse Avenue
Irvine, CA 92614
(Address of Principal Executive Offices)
(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
Name of each exchange on which
Securities registered pursuant to Section 12(g) of the
Title of each
Name of Each Exchange on Which
Common Stock ($0.001 par
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.
||Entry into a Material Definitive Agreement
On January 7, 2021, Odyssey Group International, Inc. (the
“Company”) entered into an Asset Purchase Agreement (the “APA”)
with Prevacus, Inc. (“Prevacus”). Pursuant to APA, the Company
purchased the assets and all of the rights, interests and
intellectual property in a certain drug program (PRV-002) for
treating mild brain trauma (concussion) and delivery device (the
“Asset”). The APA was attached to and incorporated herein as if set
forth in Exhibit 10.5 of the Form 8-K Current Report filed on
January 8, 2021. The information set forth in the Form 8-K Current
Report filed on January 8, 2021 is hereby incorporated by reference
into this Form 8-K Current Report. The transaction was subject to
certain closing conditions by each Party including the satisfaction
of certain debts by Prevacus and shareholder approval by Prevacus
shareholders. Both parties have satisfied the conditions or have
agreed to make certain post-closing covenants to satisfy those
closing conditions. The transaction closed on March 1, 2021.
The form of APA is attached to the Form 8-K Current Report filed on
January 8, 2021 and is hereby incorporated by reference into this
Form 8-K Current Report.
The description of the APA contained therein is a summary and is
qualified in its entirety by reference to the form of the APA in
the Form 8-K Current Report filed on January 8, 2021.
||Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
The information set forth above under Item 1.01 is hereby
incorporated by reference into this Item 2.03.
||Regulation FD Disclosure
Attached is a copy of a press release issued by the Company
relating to the APA, a copy of which is attached as Exhibit 99.1
and is hereby incorporated.
||Financial Statements and
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.
Dated: March 2, 2021
Odyssey Group International, Inc.
||By: /s/ J.