8-K
Odyssey Health, Inc. (ODYY)
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): June28, 2023
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 8.01 | Other Material Event |
|---|
On June 28, 2023, Speranza Therapeutics, Inc. announced a non-binding letter of intent to merge with Odyssey Health, Inc. (OTC: ODYY), f/k/a Odyssey Group International, Inc.
| Item 7.01 | Regulation FD Disclosure |
|---|
Attached is a copy of a press release being issued by the Company relating to the above-referenced matter, a copy of which is attached as Exhibit as 99.1 and is hereby incorporated.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Number | Exhibit |
|---|---|
| 99.1 | Press Release |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 Health,Inc. | ||
|---|---|---|
| Date: June 28, 2023 | By: | /s/ Joseph Michael Redmond |
| Joseph Michael Redmond <br>Chief Executive Officer |
| 3 |
| --- |
Exhibit 99.1
Speranza Therapeuticsannounces letter of intent to merge with public company, Odyssey Health Inc.
BOCA RATON, Fla. (PRWEB) June 28, 2023 Speranza Therapeutics, Inc.(“Speranza”), a medical technology company dedicated to providing better patient outcomes by addressing large, underservedmarkets, and Odyssey Health Inc (OTC: ODYY) or (“Odyssey”), a publicly traded medical device company, have executed a non-binding letter of intent to merge.
“We are excited about the prospects of joining the Odyssey team and leveraging the public markets to commercialize much needed products to help battle opioid addiction and other serious diseases and conditions.” said Sal Rafanelli, President, and CEO of Speranza.
Speranza Therapeutics, Inc. (“Speranza”), a medical technology company dedicated to providing better patient outcomes by addressing large, underserved markets, and Odyssey Health Inc (OTC: ODYY) or (“Odyssey”), a publicly traded medical device company, have executed a non- binding letter of intent to merge.
Speranza’s lead product, ST Genesis, is a wearable device used to reduce opioid related withdrawal symptoms through percutaneous nerve stimulation and addresses a $1.4 billion market. The device is:
| · | A wearable non-drug treatment, with a 93% response rate |
|---|---|
| · | FDA cleared; and |
| · | Commercialized in the United States with a recently awarded CPT reimbursement code. |
A non-binding letter of intent for the merger was executed on June 23, 2023.
The transaction contemplates that Speranza will become a wholly owned subsidiary of Odyssey through an all-stock deal. Speranza management will remain post-closing and continue the commercialization efforts of the ST Genesis as well as other products in its pipeline. The completion of the transaction is subject to further due diligence, financing, and other closing conditions.
Terms of the merger were not disclosed.
“We are excited about the prospects of joining the Odyssey team and leveraging the public markets to commercialize much needed products to help battle opioid addiction and other serious diseases and conditions,” said Sal Rafanelli, President, and CEO of Speranza. “Speranza management has years of experience in the pain management and addiction space and are confident in our ability to make our device widely available to those in need.”
About Speranza.
Speranza is a medical device and pharmaceutical company that has an FDA cleared device for use with Opioid addicted patients. Speranza is developing another product that will be available over the counter and will address a debilitating condition called oral mucositis (OM). OM occurs in patients receiving radiation and chemotherapy. The condition is very painful and causes many other complications for the cancer patient.
For more information, visit https://speranzatherapeutics.com.
River Corporate Advisors, LLC acted as exclusive financial advisor to Speranza.