ODYY 8-K
Odyssey Health, Inc. (ODYY)
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported):
(Exact name of small business issuer as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer ID No.) |
| (Address of principal executive offices) | (Zip Code) |
(
(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:
| 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 |
| 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 June 30, 2023, Odyssey Health, Inc., formerly known as Odyssey Group International, Inc. (the “Company”), entered into five Promissory Note Amendments (the “Amendments”), to the Promissory Notes entered into December 21, 2021 and December 22, 2021 and as amended April 20, 2022, June 3, 2022 and September 30, 2022, December 30, 2023 and March 31, 2023 with three directors and two officers of the Company. Pursuant to the Amendments, the parties have agreed to extend the maturity date of the note to October 31, 2023 and the lender may convert the note prior to maturity at a conversion price of $0.12 per share. All other terms and conditions remain the same.
On July 6, 2023, the Company entered into Amendment No. 6 to the Convertible Promissory Note (the “Amendment”) to the Securities Purchase Agreement dated April 5, 2021, with LGH Investments, LLC (“LGH”). Pursuant to the Amendment, the parties have agreed to extend the maturity date of the note to December 31, 2023. As consideration, twenty five thousand ($25,000) shall be added to the principal amount outstanding, the interest rate of eight percent (8%) per annum shall be charged on the unpaid principal amount from the effective date and the conversion price shall be twelve cents ($0.12) per share. All other terms and conditions remain the same.
The Form of Amendment No. 6 to Promissory Note and Amendment No. 6 to the Convertible Promissory Note are attached as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.03. | 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.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Number | Exhibit |
| 10.1 | Form of Amendment No. 6 to Promissory Note |
| 10.2 | Amendment No. 6 to Convertible Promissory Note |
| 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: July 7, 2023 | By: | /s/ Joseph Michael Redmond |
| Joseph Michael Redmond Chief Executive Officer | ||
| 3 |
Exhibit 10.1
Amendment
#6 to
Promissory Note
This AMENDMENT (this “AMENDMENT”) is entered into by and between Company and Holder (each as defined below), effective as of June 30, 2023 (the “Effective Date”), binding on the undersigned parties as of that date.
Odyssey Group International, Inc. (“BORROWER”) and ____________ (“LENDER”) entered into that certain Promissory Note (the “Note”) dated December 21, 2021, as amended April 20, 2022, as amended April 20, 2022, June 3, 2022, September 30, 2022, December 30, 2022, and March 31, 2023, in the amount of $25,000.00 (the “Loan Amount”). Capitalized terms not otherwise defined have the meaning set forth in the Note.
Whereas, the parties have agreed to extend the maturity date of the Note subject to the conditions contained herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. | Extension of Maturity Date. The Maturity Date of the Note is amended and extended to October 31, 2023. |
| 2. | Conversion. Lender may convert the Note prior to maturity at a conversion price of $0.12 per share. |
| 3. | Effectiveness; Conflict. Except as modified hereby, the Note and terms thereof shall remain in full force and effect. On and after the effectiveness of this Amendment, each reference in the Notes to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Note, as amended by this Amendment. To the extent the terms of this Amendment conflict with any provision of the Note or any of the documents referenced therein, then the provisions of this Amendment shall control. |
| 4. | Counterparts. This Amendment may be executed by facsimile transmission and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. |
| 5. | All Other Terms. All other terms and conditions of the Note remain unchanged and in full force and effect. |
IN WITNESS WHEREOF, and acknowledging acceptance and agreement of the foregoing, BORROWER, and LENDER affix their signatures hereto,
| Odyssey Group International, Inc. | Holder | |
| /s/ J. Michael Redmond | /s/ Lender | |
| By: J. Michael Redmond | By: Lender | |
| Title: President | An Individual | |
| Dated: June 30, 2023 | Dated: June 30, 2023 | |
Exhibit 10.2
Amendment
#6
to
Convertible Promissory Note
This AMENDMENT (this “Amendment”) is entered into by and between Company and Holder (each as defined below), effective as of July 6, 2023 (the “Effective Date”), binding on the undersigned parties as of that date.
RECITALS
Odyssey Group Intl, Inc. (“Company”) and LGH Investments, LLC (“Holder”) entered into that certain Convertible Promissory Note (the “Note”) dated April 5, 2021 in the amount of $1,050,000.00 (the “Loan Amount”). Capitalized terms not otherwise defined have the meaning set forth in the Note.
Whereas, the parties have agreed to extend the maturity date of the Note and change the interest rate and conversion rate, subject to the conditions contained herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Extension of Maturity Date. The Maturity Date of the Note is amended and extended to December 31, 2023.
2. Compensation for Extension. In exchange for the extension of the Maturity Date, $25,000.00 shall be added to the principal amount outstanding on the Note between the Company and Holder as of the Effective Date hereof.
3. Interest. Section (1)(b) shall be changed to read: interest shall be charged on the unpaid Principal Amount hereof at the rate of eight percent (8%) (the “Interest Rate”) per annum from the date hereof (the “Effective Date”) until the same becomes due and payable. Interest hereunder shall be paid on the Maturity Date (or sooner as provided herein) to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash or converted into Common Stock at the Conversion Price provided the Equity Conditions are satisfied.
4. Note Conversion Price. Section (3)(a)(ii) shall permanently be changed to read: shall equal twelve cents ($0.12) per Common Share.
5. Effectiveness; Conflict. Except as modified hereby, the Note and terms thereof shall remain in full force and effect. On and after the effectiveness of this Amendment, each reference in the Notes to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Note, as amended by this Amendment. To the extent the terms of this Amendment conflict with any provision of the Note or any of the documents referenced therein, then the provisions of this Amendment shall control.
6. Counterparts. This Amendment may be executed by facsimile transmission and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date.
| COMPANY | ||
| ODYSSEY GROUP INTL, INC. | ||
| By: | /s/ /J. Michael Redmond | |
| Chief Executive Officer | ||
| HOLDER | ||
| LGH INVESTMENTS, LLC | ||
| By: | /s/ Lucas G. Hoppel | |
| Managing Member | ||
[Signature Page to Amendment No 6. to the Convertible Promissory Note]