8-K

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):

September 14, 2021

ODYSSEY GROUP INTERNATIONAL, INC.

(Exact name of small business issuer as specified in its charter)

2372 Morse Avenue

Irvine, CA 92614

(Address of Principal Executive Offices)

(619) 832-2900

(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:

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g)of the Act:

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. ☐

On September 14, 2021, Odyssey Group International, Inc. (“Odyssey) held its 2021 Annual Meeting of Stockholders. At the Annual Meeting, the stockholders: (1) elected each of Joseph Michael Redmond, Jerome H. Casey, Jeffrey Conroy, John P. Gandolfo and Ricky W. Richardson to Odyssey’s Board of Directors for a term of one year to serve until the 2022 annual meeting of stockholders and until a successor is elected; (2) approved the non-binding, advisory vote to approve the compensation of the named executive officers; (3) recommended the non-binding, advisory vote to set the frequency of the vote on executive compensation; (4) approved the proposal regarding the Amended and Restated 2021 Omnibus Stock Incentive Plan; (5) approved an amendment to our Amended and Restated Articles of Incorporation to effect a reverse stock split of our outstanding Common Stock; (6) approved the amendment to Article One of our Amended and Restated Articles of Incorporation for the purpose of changing our name from “Odyssey Group International, Inc.” to “Odyssey Health, Inc.”; and (7) ratified the appointment of Turner Stone & Company as Odyssey’s independent registered public accounting firm for the fiscal year ending July 31, 2021.

The number of votes cast in favor or against or withheld by the stockholders and, where applicable, the number of abstentions and the number of broker nonvotes on each of the foregoing matters are set forth below.

Proposal #1:  Election of Directors

Proposal #2:  To Approve on an Advisory Basis Executive Compensation

Proposal #3:  Recommend Frequency of Advisory Vote on Executive Compensation

Proposal #4:  Approve the Amended & Restated 2021 Omnibus Stock Incentive Plan

Proposal #5:  To Effect a Reverse Stock Split of Outstanding Common Stock

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Proposal #6:  Approve Name Change to "Odyssey Health, Inc."

Proposal #7:  Ratify Turner Stone & Company LLP as Auditors

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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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