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 March 31, 2023, Odyssey Health, Inc., formerly known as Odyssey Group International, Inc. (the “Company”), entered into Amendment No. 5 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 June 30, 2023. As consideration, twenty thousand ($20,000) shall be added to the principal amount outstanding. All other terms and conditions remain the same.
On March 31, 2023, 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, September 30, 2022 and December 30, 2022, 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 June 30, 2023. All other terms and conditions remain the same.
Amendment No. 5 and Promissory Notes Amendments 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 | Amendment No. 5 to the Convertible Promissory Note |
| 10.2 | Form of Amendment No. 5 to 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: April 4, 2023 | By: | /s/ Joseph Michael Redmond |
| Joseph Michael Redmond Chief Executive Officer | ||
| 3 |
Exhibit 10.1
Amendment #5
to
Convertible Promissory Note
This AMENDMENT (this “Amendment”) is entered into by and between Company and Holder (each as defined below), effective as of March 31, 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 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 June 30, 2023.
2. Compensation for Extension. In exchange for the extension of the Maturity Date, $20,000.00 shall be added to the principal amount outstanding on the Note between the Company and Holder as of the Effective Date hereof.
3. 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.
[SIGNATURE PAGE FOLLOWS]
| 1 |
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 | ||
| 2 |
Exhibit 10.2
Amendment #5 to
Promissory Note
This AMENDMENT (this “AMENDMENT”) is entered into by and between Company and Holder (each as defined below), effective as of March 31, 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, June 3, 2022, September 30, 2022 and December 30, 2022, 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 June 30, 2023. |
| 2. | 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. |
| 3. | 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. |
| 4. | 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/ Holder | |
| By: J. Michael Redmond | By: Holder | |
| Title: President | An Individual | |
| Dated: March 31, 2023 | Dated: March 31, 2023 |