ODYY / Odyssey Health, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

PROMISSORY NOTE

Exhibit 10. 2 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGIST

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 27, 2025, by and between ODYSSEY HEALTH, INC., a Nevada corporation, with headquarters located at 2300 West Sahara Avenue, Suite 800 - #4012, Las Vegas, NV 89102 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 150 Grossman Drive, Suite 2

UNITED STATES 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: August 27, 2025 (Date of earliest event reported) ODYSSEY HEALTH, I

UNITED STATES 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: August 27, 2025 (Date of earliest event reported) ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter) Nevada 000-56196 47-1022125 (State or other jurisdiction of incorporation) (Commission File

COMMON STOCK PURCHASE WARRANT ODYSSEY HEALTH, INC.

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

20,000,000 Shares Odyssey Health Incorporated Common Stock

S-1 PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-289233 20,000,000 Shares Odyssey Health Incorporated Common Stock This prospectus relates to the sale of up to Twenty Million (20,000,000) shares of our common stock by, Mast Hill Fund, L.P. (“Mast Hill Fund”). The shares of our common stock to which this prospectus relates have been or may be issued by us to Mast Hill Fund pursu

Amendment No. 1 dated August 14, 2025 to the Promissory Note with accredited investor Peter J. D’Arruda, dated August 14, 2024

Exhibit 10.1 Amendment No. 1 to Promissory Note This AMENDMENT (this “AMENDMENT”) is entered into by and between Company and Holder (each as defined below), effective as of August 14, 2025 (the “Effective Date”), binding on the undersigned parties as of that date. Odyssey Health, Inc. (“BORROWER”) and Peter J. D’Arruda (“LENDER”) entered into that certain Promissory Note (the “Note”) dated August

As filed with the Securities and Exchange Commission on August 15, 2025.

As filed with the Securities and Exchange Commission on August 15, 2025. Registration No. 333-289233 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1/A REGISTRATION STATEMENT Under The Securities Act of 1933 Odyssey Health Incorporated (Exact name of Registrant as specified in its charter) Nevada (State or Other Jurisdiction of Incorporation or Or

UNITED STATES 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: August 14, 2025 (Date of earliest event reported) ODYSSEY HEALTH, I

UNITED STATES 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: August 14, 2025 (Date of earliest event reported) ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter) Nevada 000-56196 47-1022125 (State or other jurisdiction of incorporation) (Commission File

As filed with the Securities and Exchange Commission on August 15, 2025.

As filed with the Securities and Exchange Commission on August 15, 2025. Registration No. 333- 333-289233 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1/A REGISTRATION STATEMENT Under The Securities Act of 1933 Odyssey Health Incorporated (Exact name of Registrant as specified in its charter) Nevada (State or Other Jurisdiction of Incorporation

Amendment No. 4 dated July 31, 2025 to the Promissory Note with accredited investor Jonathan Lutz, dated February 13, 2024

Exhibit 10.1 Effective date July 31, 2025: Amendment No. 4 – The definition of the maturity date (“Maturity Date”) will be changed to the following: The Maturity Date shall now be January 31, 2026. All other terms and conditions of the Convertible Promissory Note and Amendments number one (1) two (2) and three (3) remain the same. IN WITNESS WHEREOF, the undersigned has executed this Secured Conve

UNITED STATES 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: August 7, 2025 (Date of earliest event reported) ODYSSEY HEALTH, IN

UNITED STATES 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: August 7, 2025 (Date of earliest event reported) ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter) Nevada 000-56196 47-1022125 (State or other jurisdiction of incorporation) (Commission File

Filing Fee Table

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Odyssey Health, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0

As filed with the Securities and Exchange Commission on August 4, 2025.

As filed with the Securities and Exchange Commission on August 4, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Odyssey Health Incorporated (Exact name of Registrant as specified in its charter) Nevada (State or Other Jurisdiction of Incorporation or Organization) 3841 (Primary St

UNITED STATES 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 July 29, 2025 Date of Report (Date of earliest event reported) ODYSSEY HEALTH, INC.

UNITED STATES 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 July 29, 2025 Date of Report (Date of earliest event reported) ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter) Nevada 000-56196 47-1022125 (State or other jurisdiction of incorporation) (Commission File Nu

Registration Rights Agreement, dated July 29, 2025, by and between Odyssey Health, Inc. and Mast Hill Fund, L.P.

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 29, 2025, by and between ODYSSEY HEALTH, INC., a Nevada corporation (the "Company"), and MAST HILL FUND, L.P., a Delaware limited partnership (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective mean

UNITED STATES 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: July 31, 2025 (Date of earliest event reported) ODYSSEY HEALTH, INC

UNITED STATES 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: July 31, 2025 (Date of earliest event reported) ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter) Nevada 000-56196 47-1022125 (State or other jurisdiction of incorporation) (Commission File N

Purchase Agreement, dated July 29, 2025, by and between Odyssey Health, Inc. and Mast Hill Fund, L.P.

Exhibit 10.1 EQUITY PURCHASE AGREEMENT This equity purchase agreement (this "Agreement") is made and entered into as of August 4, 2025 (this "Agreement"), by and between Odyssey Health, Inc., a Nevada corporation (the "Company"), and Mast Hill Fund, L.P., a Delaware limited partnership (the "Investor", and collectively with the Company, the “Parties”). WHEREAS, the Parties desire that, upon the te

Form of Amendment No. 11 dated July 31, 2025, to Promissory Note with Directors and Officers dated December 21, 2021

Exhibit 10.1 Amendment #11 to Promissory Note This AMENDMENT (this “AMENDMENT”) is entered into by and between the Company and Holder (each as defined below), effective as of July 31, 2025 (the “Effective Date”), and binding on the undersigned parties as of that date. Odyssey Health, Inc. formerly Odyssey Group International, Inc. (“BORROWER”) and (“LENDER”) entered into that certain Promissory No

UNITED STATES 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: July 11, 2025 (Date of earliest event reported) ODYSSEY HEALTH, INC

UNITED STATES 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: July 11, 2025 (Date of earliest event reported) ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter) Nevada 000-56196 47-1022125 (State or other jurisdiction of incorporation) (Commission File N

Amendment No. 5 to the Promissory Note with Mast Hill, L.P.

Exhibit 10.1 AMENDMENT #5 TO THE PROMISSORY NOTE ISSUED ON DECEMBER 13, 2022 THIS AMENDMENT #5 to the Note (as defined below) (the “Amendment”) is entered into as of July 11, 2025 (the “Effective Date”), and made effective as of the Effective Date, by and between ODYSSEY HEALTH, INC., a Nevada corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (the “Holder”) (col

Amendment No. 4 dated June 10, 2025, to the Promissory Note issued on December 13, 2022 with Mast Hill Fund, L.P.

Exhibit 10.1 AMENDMENT #4 TO THE PROMISSORY NOTE ISSUED ON DECEMBER 13, 2022 THIS AMENDMENT #4 to the Note (as defined below) (the “Amendment”) is entered into as of June 10, 2025 (the “Effective Date”), and made effective as of the Effective Date, by and between ODYSSEY HEALTH, INC., a Nevada corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (the “Holder”) (col

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 000

Other Events

UNITED STATES 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: May 23, 2025 (Date of earliest event reported) ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter) Nevada 000-56196 47-1022125 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 0

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES 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: February 13, 2025 (Date of earliest event reported) ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter) Nevada 000-56196 47-1022125 (State or other jurisdiction of incorporation) (Commission Fi

Amendment No. 3 to Promissory Note with accredited investor Jonathan Lutz, dated February 13, 2024

Exhibit 10.1 Amendment No. 3 to Promissory Note Effective date February 13, 2025: Amendment No. 3 – The definition of the maturity date (“Maturity Date”) will be changed to the following: The Maturity Date shall now be July 31, 2025. All other terms and conditions of the Convertible Promissory Note and Amendment number one (1) and amendment two (2) remain the same. IN WITNESS WHEREOF, the undersig

Amendment No. 9 to Convertible Promissory Note with LGH Investments, LLC

Exhibit 10.2 Amendment #9 to Convertible Promissory Note This AMENDMENT (this “Amendment”) is entered into by and between Company and Holder (each as defined below), effective as of December 31, 2024 (the “Effective Date”), binding on the undersigned parties as of that date. RECITALS Odyssey Health Inc, formerly Odyssey Group Intl, Inc. (“Company”) and LGH Investments, LLC (“Holder”) entered into

Form of Amendment No. 10 to Promissory Note

Exhibit 10.1 Amendment #10 to Promissory Note This AMENDMENT (this “AMENDMENT”) is entered into by and between the Company and Holder (each as defined below), effective as of January 31, 2025 (the “Effective Date”), and binding on the undersigned parties as of that date. Odyssey Health, Inc. formerly Odyssey Group International, Inc. (“BORROWER”) and (“LENDER”) entered into that certain Promissory

UNITED STATES 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: January 31, 2025 (Date of earliest event reported) ODYSSEY HEALTH,

UNITED STATES 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: January 31, 2025 (Date of earliest event reported) ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter) Nevada 000-56196 47-1022125 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .. Commission File No. 0

Form of Amendment No. 9 dated July 31, 2024, to Promissory Note with Directors and Officers dated December 21, 2021

Exhibit 10.32 Amendment #9 to Promissory Note This AMENDMENT (this “AMENDMENT”) is entered into by and between the Company and Holder (each as defined below), effective as of July 31, 2024 (the “Effective Date”), and binding on the undersigned parties as of that date. Odyssey Health, Inc. formerly Odyssey Group International, Inc. (“BORROWER”) and (“LENDER”) entered into that certain Promissory No

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .. Commission File No. 000-56196 ODYSSEY HEAL

Amendment No. 2 dated August 13, 2024 to Promissory Note with accredited investor Jonathan Lutz, dated February 13, 2024

Exhibit 10.61 Effective date August 13, 2024: Amendment No. 2 – The definition of the maturity date (“Maturity Date”) will be changed to the following: The Maturity Date shall now be twelve months from the Effective Date of the Convertible Promissory Note between Lendor and Borrower dated February 13, 2024. All other terms and conditions of the Convertible Promissory Note and Amendment number one

Amendment No. 3 dated October 29, 2024, to the Promissory Note issued on December 13, 2022 with Mast Hill Fund, L.P.

Exhibit 10.62 AMENDMENT #3 TO THE PROMISSORY NOTE ISSUED ON DECEMBER 13, 2022 THIS AMENDMENT #3 to the Note (as defined below) (the “Amendment”) is entered into as of October 29, 2024, and made effective as of September 13, 2024, by and between ODYSSEY HEALTH, INC., a Nevada corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Part

Pledge Agreement dated October 29, 2024, with Mast Hill Fund, L.P.

Exhibit 10.63 PLEDGE AGREEMENT This PLEDGE AGREEMENT (this “Agreement”), dated as of October 29, 2024 (the “Effective Date”), made by and between Odyssey Health, Inc., a Nevada corporation (together with its successors and assigns, the “Pledgor”) and Mast Hill Fund, L.P., a Delaware limited partnership (together with its successors and assigns, the “Pledgees”). WHEREAS: A. Pledgor and Pledgees are

Amendment No. 1 dated June 25, 2024 to Promissory Note with accredited investor Jonathan Lutz, dated February 13, 2024

Exhibit 10.60 THIS SECURED CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS SECURED CONVERTIBLE NOTE, THE SECURITIES AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATIO

ODYY / Odyssey Health, Inc. / Lutz Jonathan D - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Odyssey Health, Inc. (Name of Issuer) ODYY - Common Stock, par value $0.001 (Title of Class of Securities) 67612C102 (CUSIP Number) October 29, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q   ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: July 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

Promissory Note

Exhibit 10.1 PROMISSORY NOTE THIS PROMISSORY NOTE (the “Note”) is made as of the 14thst day of August 2024, by and between Odyssey Health, Inc., Nevada corporation, (hereinafter known as “BORROWER”) and Peter J. D’Arruda, an individual (hereinafter known as “LENDER”), whose address is ****. BORROWER and LENDER shall collectively be known herein as “the Parties”. In determining the rights and dutie

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES 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: August 22, 2024 (Date of earliest event reported) ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter) Nevada 000-56196 47-1022125 (State or other jurisdiction of incorporation) (Commission File

Right to purchase 300,000 shares of Common Stock of Odyssey Health, Inc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT

Exhibit 10.2 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .. Commission File No. 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .. Commission File No.

Promissory Note with accredited investor Jonathan Lutz, dated February 13, 2024

Exhibit 10.4 THIS SECURED CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS SECURED CONVERTIBLE NOTE, THE SECURITIES AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION

Form of Amendment No. 8 dated January 31, 2024, to Promissory Note with Directors and Officers dated December 21, 2021

Exhibit 10.3 Amendment #8 to Promissory Note This AMENDMENT (this “AMENDMENT”) is entered into by and between the Company and Holder (each as defined below), effective as of January 31, 2024 (the “Effective Date”), and binding on the undersigned parties as of that date. Odyssey Health, Inc. formerly Odyssey Group International, Inc. (“BORROWER”) and (“LENDER”) entered into that certain Promissory

Amendment No. 2 dated March 13, 2024, to the Promissory Note issued on December 13, 2022 with Mast Hill Fund, L.P.

Exhibit 10.5 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q   ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: January 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Per

OGEN / Oragenics, Inc. / Odyssey Health, Inc. - SCHEDULE 13D Activist Investment

SC 13D 1 odysseysch13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Oragenics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) Common Stock 684023302 (CUSIP Number) Odyssey Health, Inc. Joseph M. Redmond 2300 West Sahara Avenue Suite 800

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter) Nevada 47-1022125 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2300 West Sahara Avenue, Suite 800 - #4012 Las Vegas, NV 89102 (Addre

Filing Fees Exhibit.

Exhibit 107 Calculation of Filing Fee Tables S-8 (Form Type) Odyssey Health, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0.001 p

UNITED STATES 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: December 30, 2023 (Date of earliest event reported) ODYSSEY HEALTH,

UNITED STATES 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: December 30, 2023 (Date of earliest event reported) ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter) Nevada 000-56196 47-1022125 (State or other jurisdiction of incorporation) (Commission Fi

Amendment No. 7 to Convertible Promissory Note with LGH Investments dated April 5, 2021

Exhibit 10.1 Amendment #7 to Convertible Promissory Note This AMENDMENT (this “Amendment”) is entered into by and between Company and Holder (each as defined below), effective as of December 30, 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 Prom

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ODYSSEY HEALTH, INC. (Exact name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter) Nevada 47-1022125 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 230

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter) Nevada 47-1022125 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2300 West Sahara Avenue, Suite 800 - #4012 Las Vegas, NV 89102 (Addre

Filing Fees Exhibit.

Exhibit 107 Calculation of Filing Fee Tables S-8 (Form Type) Odyssey Health, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0.001 p

UNITED STATES 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: December 28, 2023 (Date of earliest event reported) ODYSSEY HEALTH

UNITED STATES 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: December 28, 2023 (Date of earliest event reported) ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter) Nevada 000-56196 47-1022125 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2023 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .. Commission File No. 0

Odyssey Health, Inc. Gains Shareholder Approval for Asset Sale with Oragenics, Inc.

Exhibit 99.1 Odyssey Health, Inc. Gains Shareholder Approval for Asset Sale with Oragenics, Inc. LAS VEGAS, NV / ACCESSWIRE / December 12, 2023 / Odyssey Health, Inc. (OTCOB:ODYY), a company focused on developing unique, life-enhancing medical products including a drug treatment intended to treat concussion, announces that it has received stockholder approval for the sale of its neurological drug

UNITED STATES 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: December 12, 2023 (Date of earliest event reported) ODYSSEY HEALTH,

UNITED STATES 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: December 12, 2023 (Date of earliest event reported) ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter) Nevada 000-56196 47-1022125 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES 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: December 7, 2023 (Date of earliest event reported) ODYSSEY HEALTH,

UNITED STATES 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: December 7, 2023 (Date of earliest event reported) ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter) Nevada 000-56196 47-1022125 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .. Commission File No. 000-

UNITED STATES 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: November 1, 2023 (Date of earliest event reported) ODYSSEY HEALTH,

UNITED STATES 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: November 1, 2023 (Date of earliest event reported) ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter) Nevada 000-56196 47-1022125 (State or other jurisdiction of incorporation) (Commission Fil

Form of Amendment No. 7 dated November 1, 2023 to Promissory Note with Directors and Officers Dated December 21, 2021.

Exhibit 10.1 Amendment #7 to Promissory Note This AMENDMENT (this “AMENDMENT”) is entered into by and between the Company and Holder (each as defined below), effective as of November 1, 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 ,

Convertible Promissory Note dated August 29, 2021 with Tysadco Partners, LLC

Exhibit 10.38 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 29, 2021 is entered into by and between Odyssey Group Intl Inc., a Nevada corporation, (the “Company”), and Tysadco Partners (the “Buyer”). A.The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded b

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .. Commission File No. 000-56196 ODYSSEY HEAL

Promissory Note with accredited investor Jonathan Lutz, dated September 21, 2022

Exhibit 10.49 Exhibit 10.49 PROMISSORY NOTE THIS PROMISSORY NOTE (the “Note”) is made as of the 21st day September 2022, by and between Odyssey Health, Inc., a Nevada corporation, (hereinafter known as “BORROWER”) and Jonathon Lutz, an individual (hereinafter known as “LENDER”), whose address is 16357 E 18th Place Aurora, CO 80011. BORROWER and LENDER shall collectively be known herein as “the Par

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES 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: October 5, 2023 (Date of earliest event reported) ODYSSEY HEALTH, I

UNITED STATES 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: October 5, 2023 (Date of earliest event reported) ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter) Nevada 000-56196 47-1022125 (State or other jurisdiction of incorporation) (Commission File

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES 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: October 4, 2023 (Date of earliest event reported) ODYSSEY HEALTH, INC. (Exact name of registrant as specified in its charter) Nevada 000-56196 47-1022125 (State or other jurisdiction of incorporation) (Commission File

Asset Purchase Agreement Closing with Oragenics, Inc., dated December 28, 2023

Exhibit 2.1 ASSET Purchase Agreement by and among Oragenics Corporation and Odyssey Health, Inc. f/k/a Odyssey Group International, INC. And Joseph Michael Redmond And Christine Farrell October 4, 2023 TABLE OF CONTENTS Page Article 1 SALE OF ASSETS 1 Section 1.1. Purchase and Sale of Assets 1 Section 1.2. Excluded Assets 3 Section 1.3. Assumed Liabilities 4 Section 1.4. Excluded Liabilities 4 Sec

Oragenics to Acquire Odyssey Health’s Neurological Drug Technology Pipeline Including Concussion Drug Candidate Gains Nasal Delivery Technologies and Expands Product Pipeline

Exhibit 99.1 Oragenics to Acquire Odyssey Health’s Neurological Drug Technology Pipeline Including Concussion Drug Candidate Gains Nasal Delivery Technologies and Expands Product Pipeline TAMPA, Fla. and LAS VEGAS, Nev. (October 5, 2023) – Oragenics, Inc. (NYSE American: OGEN) (“Oragenics” or the “Company”) and Odyssey Health, Inc. (OTCQB: ODYY) (“Odyssey”) announce the signing of a definitive agr

Form of Convertible Promissory Note dated August 15, 2023 between Odyssey Health, Inc. and certain accredited investors

EXHIBIT 10.2 THIS SECURED CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS SECURED CONVERTIBLE NOTE, THE SECURITIES AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION

Form of Note Purchase Agreement dated August 15, 2023 between Odyssey Health, Inc. and certain accredited investors

EXHIBIT 10.1 NOTE PURCHASE AGREEMENT NEITHER THE CONVERTIBLE SUBORDINATED NOTE (THE “NOTE”) NOR THE SHARES OF COMMON STOCK INTO WHICH THE PRINCIPAL AND INTEREST SHALL BE CONVERTED THEREUNDER (THE “CONVERSION SHARES”), BOTH OF WHICH ARE REFERRED TO HEREIN, HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR UNDER ANY STATE SECURITIES (“BLUE SKY”) LAWS. THE SECURITIE

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): August 15, 2023 ODYSSEY HEALTH, INC. (Exac

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): August 15, 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 Fi

Form of Spinco Common Stock Purchase Warrant dated August 15, 2023 between Odyssey Health, Inc. and certain accredited investors

EXHIBIT 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

ODYY / Odyssey Group Intl Inc / Lutz Jonathan D - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Odyssey Health, Inc. (Name of Issuer) ODYY - Common Stock, par value $0.001 (Title of Class of Securities) 67612C102 (CUSIP Number) July 24, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

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): June 30, 2023 ODYSSEY HEALTH, INC. (Exact

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): June 30, 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

Amendment No. 6 to Convertible Promissory Note dated July 6, 2023 between Odyssey Health, Inc. and LGH Investments LLC

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 Promissor

Form of Amendment No. 6 dated June 30, 2023 to Promissory Note with Directors and Officers dated December 21, 2021

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

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): June 28, 2023 ODYSSEY HEALTH, INC. (Exact

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): June 28, 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

Speranza Therapeutics announces letter of intent to merge with public company, Odyssey Health Inc.

Exhibit 99.1 Speranza Therapeutics announces 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, underserved markets, and Odyssey Health Inc (OTC: ODYY) or (“Odyssey”), a publicly traded medical device compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .. Commission File No. 00

Warrant dated June 13, 2023 in connection with the Promissory Note issued on December 13, 2022 with Mast Hill Fund, LP

Exhibit 10.5 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

Amendment No. 1 dated June 13, 2023 to the Promissory Note issued on December 13, 2022 with Mast Hill Fund, L.P.

Exhibit 10.4 AMENDMENT #1 TO THE PROMISSORY NOTE ISSUED ON DECEMBER 13, 2022 THIS AMENDMENT #1 to the Note (as defined below) (the “Amendment”) is entered into as of June 13, 2023 (the “Effective Date”), by and between ODYSSEY HEALTH, INC., a Nevada corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”). BACKGROUND A. The C

Amendment and Conversion, dated June 9, 2023 to the Promissory Note with Jonathan Lutz issued on September 21, 2022

Exhibit 10.3 Amendment No 2 to Promissory Note This AMENDMENT (this “AMENDMENT”) is entered into by and between Company and Holder (each as defined below), effective as of June 9, 2023 (the “Effective Date”), binding on the undersigned parties as of that date. Odyssey Health, Inc. (“BORROWER”) and Jonathan Lutz (“LENDER”) entered into that certain Promissory Note (the “Note”) dated September 21, 2

Amendment No. 5 to Convertible Promissory Note dated March 31, 2023 between Odyssey Health, Inc. and LGH Investments LLC

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, 202

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 31, 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 Fil

Amendment No. 5 to the Convertible Promissory Note

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 Promiss

Amendment No. 2 dated January 31, 2023 to Promissory Note with accredited investor Jonathan Lutz, dated September 21, 2022.

Exhibit 10.4 Amendment #2 to Promissory Note This AMENDMENT (this “AMENDMENT”) is entered into by and between Company and Holder (each as defined below), effective as of January 31, 2023 (the “Effective Date”), binding on the undersigned parties as of that date. Odyssey Health, Inc. (“BORROWER”) and Jonathan Lutz (“LENDER”) entered into that certain Promissory Note (the “Note”) dated September 21,

Second Amendment and Assignment to Convertible Promissory Note dated March 14, 2023 to Promissory Note dated August 29, 2021 with Tysadco Partners, LLC.

Exhibit 10.5 SECOND AMENDMENT AND ASSIGNMENT TO CONVERTIBLE PROMISSORY NOTE THIS SECOND AMENDMENT AND ASSIGNMENT TO CONVERTIBLE PROMISSORY NOTE (the "Second Amendment") is made effective as of March 14, 2023, by and between Odyssey Group International, Inc. (dba Odyssey Health, Inc.) (the “Borrower”), and Tysadco Partners, LLC (together with its successors and permitted assigns, the “Lender”). The

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .. Commission File No.

Submission of Matters to a Vote of Security Holders

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): January 12, 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 F

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 4, 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 Fi

Amendment No. 1 dated December 30, 2022 to Promissory Note with accredited investor Jonathan Lutz, dated September 21, 2022

Exhibit 10.3 Amendment #1 to Promissory Note This AMENDMENT (this ?AMENDMENT?) is entered into by and between Company and Holder (each as defined below), effective as of December 30, 2022 (the ?Effective Date?), binding on the undersigned parties as of that date. Odyssey Health, Inc. (?BORROWER?) and Jonathan Lutz (?LENDER?) entered into that certain Promissory Note (the ?Note?) dated September 21

Amendment No. 4 dated December 29, 2022 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021

Exhibit 10.1 Amendment #4 to Convertible Promissory Note This AMENDMENT (this ?Amendment?) is entered into by and between Company and Holder (each as defined below), effective as of December 29, 2022 (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 Prom

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 29, 2022 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

Form of Amendment No. 4 dated December 30, 2022 to Promissory Note with Directors and Officers dated December 21, 2021

EX-10.2 3 odysseyex1002.htm FORM OF AMENDMENT #4 TO PROMISSORY NOTE Exhibit 10.2 Amendment #4 to Promissory Note This AMENDMENT (this “AMENDMENT”) is entered into by and between Company and Holder (each as defined below), effective as of December 30, 2022 (the “Effective Date”), binding on the undersigned parties as of that date. Odyssey Group International, Inc. (“BORROWER”) and (“LENDER”) entere

Securities Purchase Agreement, dated December 13, 2022 by and between Odyssey Health, Inc. and Mast Hill Fund, L.P.

EX-10.4 3 odyyex1004.htm SECURITIES PURCHASE AGREEMENT Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 13, 2022, by and between ODYSSEY HEALTH, INC., a Nevada corporation, with headquarters located at 2300 West Sahara Avenue, Suite 800 - #4012, Las Vegas, NV 89102 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited par

Second Warrant issued to Mast Hill Fund, L.P. on December 13, 2022

Exhibit 10.7 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2022 or ?TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .. Commission File No. 0

First Warrant issued to Mast Hill Fund, L.P. on December 13, 2022

Exhibit 10.6 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

Promissory Note issued to Mast Hill Fund, L.P. on December 13, 2022

Exhibit 10.5 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTE

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 odysseydef14a.htm PROXY STATEMENT Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission On

Odyssey Health, Inc. Provides Update on Company and the Progress of Concussion Drug Development

EX-99.1 2 odysseyex9901.htm PRESS RELEASE Exhibit 99.1 Odyssey Health, Inc. Provides Update on Company and the Progress of Concussion Drug Development Las Vegas, Nevada, Nov. 23, 2022 (GLOBE NEWSWIRE) - Odyssey Health, Inc. (OTC: ODYY), f/k/a Odyssey Group International, Inc., a company focused on developing unique, life-enhancing medical products, today presents a Company update and recap of its

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): November 23, 2022 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

Other Events

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): November 18, 2022 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

Option to Purchase Intellectual Property Agreement by and between Prevacus, Inc. and Odyssey Health, Inc

Exhibit 10.1 OPTION AGREEMENT by and among ODYSSEY HEALTH INC., AND PREVACUS, INC. This AGREEMENT FOR AN OPTION TO PURCHASE INTELLECTUAL PROPERTY, dated as of November 22, 2022 (this ?Agreement?), by and among Prevacus Inc. a Delaware Corporation (?Prevacus?), and, Odyssey Health Inc., a Nevada corporation (?Odyssey?), whose address is 2300 West Sahara Avenue, Suite 800 - #4012, Las Vegas NV 89102

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): November 21, 2022 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

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 odysseypre14a.htm PRELIMINARY PROXY STATEMENT Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the C

Odyssey Health Inc. Strengthens Commitment to Odyssey NeuroPharma Through Expansion of Executive Team

Exhibit 99.1 Odyssey Health Inc. Strengthens Commitment to Odyssey NeuroPharma Through Expansion of Executive Team Las Vegas, Nevada, Nov. 03, 2022 (GLOBE NEWSWIRE) - Odyssey Health, Inc. (OTC: ODYY), f/k/a Odyssey Group International, Inc. (the "Company" or "Odyssey"), a medical technology company focused on developing unique, life-saving medical products, is pleased to announce its continued com

Employment Agreement by and between Odyssey Group International, Inc. and Gregory W. Gironda, dated November 1, 2022

Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into by and between Odyssey NeuroPharma, Inc., a wholly owned subsidiary of Odyssey Health, Inc., (the ?Company?) a Nevada Corporation and Greg Gironda (the ?Executive?) whose address is. WHEREAS, the Company desires to employ the Executive as its Chief Operating Officer and the Executive desires to serve in s

Employment Agreement dated November 1, 2022 by and between Odyssey Group International, Inc. and Erik Emerson

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into by and between Odyssey Pharmaceuticals a wholly owned subsidiary of Odyssey Health Inc (the ?Company?) a Nevada Corporation and Erik Emerson (the ?Executive?) whose address is . WHEREAS, the Company desires to employ the Executive as its Chief Commercial Officer and the Executive desires to serve in such

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): November 4, 2022 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 F

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): November 1, 2022 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 F

Odyssey Health Inc. Files Full US Patent Application on Novel Breath-Propelled Intranasal Brain-Drug Delivery Device

Exhibit 99.1 Odyssey Health Inc. Files Full US Patent Application on Novel Breath-Propelled Intranasal Brain-Drug Delivery Device Las Vegas, NV, November 1, 2022 ? McapMediaWire ?Odyssey Health, Inc. (OTC: ODYY) (the "Company" or "Odyssey"), announced that it has filed for United States and global patent protection on its novel breath-propelled, intranasal brain-drug delivery device (?Nasal Device

Common Stock Purchase Warrant for the Purchase of 550,000 Shares of Common Stock of Odyssey Group International, Inc. issued to A.G.P./Alliance Group Partners, effective August 6, 2020

Exhibit 10.10 NEITHER ThIS PURCHASE WARRANT NOR THE securities represented by this PURChASE warrant have been registered under the Securities Act of 1933, as amended, or applicable state law. Neither thIS PURCHASE WARRANT NOT THE UNDERLYING securities nor any interest therein may be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .. Commission File No. 333-200785 ODYSSEY HEA

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 29, 2022 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

Form of Amendment No. 3 to Promissory Note

Exhibit 10.2 Amendment #3 to Promissory Note This AMENDMENT (this ?AMENDMENT?) is entered into by and between Company and Holder (each as defined below), effective as of September 30, 2022 (the ?Effective Date?), binding on the undersigned parties as of that date. Odyssey Group International, Inc. (?BORROWER?) and LENDER (?LENDER?) entered into that certain Promissory Note (the ?Note?) dated Decem

Odyssey Health, Inc. Makes Statement Regarding its Concussion Drug Development Program

Exhibit 99.1 Odyssey Health, Inc. Makes Statement Regarding its Concussion Drug Development Program Las Vegas Nevada, Sept. 30, 2022 (GLOBE NEWSWIRE) Odyssey Health, Inc. (OTC:ODYY), f/k/a Odyssey Group International, Inc., (the ?Company? ?Odyssey?) a company focused on developing a unique drug to treat concussion has decided to dissolve its sports advisory board. The sports advisory members have

Amendment No. 3 to Convertible Promissory Note dated September 29, 2022 between Odyssey Health, Inc. and LGH Investments, LLC

Exhibit 10.1 Amendment #3 to Convertible Promissory Note This AMENDMENT (this ?Amendment?) is entered into by and between Company and Holder (each as defined below), effective as of September 29, 2022 (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 Pro

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 30, 2022 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

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 28, 2022 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

Odyssey Health, Inc. Announces Successful Completion of Phase I Clinical Trial for Concussion Drug

EX-99.1 2 odysseyex9901.htm PRESS RELEASE Exhibit 99.1 Odyssey Health, Inc. Announces Successful Completion of Phase I Clinical Trial for Concussion Drug Las Vegas, Nevada, Sept. 28, 2022 (GLOBE NEWSWIRE) - Odyssey Health, Inc. (OTC: ODYY), f/k/a Odyssey Group International, Inc., a company focused on developing unique, life-enhancing medical products, today announces the completion of all cohorts

Other Events

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 15, 2022 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

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): August 18, 2022 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 Fi

Odyssey Health Achieves Positive Safety Outcomes for Concussion Drug in Multiple Ascending Dosing Trial

EX-99.1 2 odysseyex9901.htm PRESS RELEASE Exhibit 99.1 Odyssey Health Achieves Positive Safety Outcomes for Concussion Drug in Multiple Ascending Dosing Trial Las Vegas, NV, Aug. 18, 2022 (GLOBE NEWSWIRE) - Odyssey Health, Inc. (OTC: ODYY), f/k/a Odyssey Group International, Inc., a company focused on developing unique, life-enhancing medical products, today announced the successful completion of

6,696,313 Shares Common Stock

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-266422 PROSPECTUS 6,696,313 Shares Common Stock This prospectus relates to the resale of shares of our Common stock, par value $0.001 per share (the ?Common Stock?), of an aggregate of 6,696,313 Common Stock Shares sold pursuant to the private investment in public entity dated July 29, 2022, of 4,058,372 Units consisting of on

REQUEST FOR ACCELERATION OF EFFECTIVENESS

CORRESP 1 filename1.htm August 4, 2022 VIA EDGAR TRANSMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention: Joshua Gorsky Re: Odyssey Health, Inc. Registration Statement on Form S-1 Filed July 29, 2022 File No. 333-266422 REQUEST FOR ACCELERATION OF EFFECTIVENESS Dear Mr. Gorsky, Pursuant to Rule 461 under the Securities Act

Other Events

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): July 29, 2022 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

Calculation of Registration Fees

Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) Common Stock, $0.

As filed with the Securities and Exchange Commission on July 29, 2022. Registration No. [333- ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Odyssey Health, I

Table of Contents As filed with the Securities and Exchange Commission on July 29, 2022.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): July 12, 2022 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

Odyssey Health, Inc. Successfully Completes Phase I Single Ascending Dosing for Intranasal Concussion Drug

Exhibit 99.1 Odyssey Health, Inc. Successfully Completes Phase I Single Ascending Dosing for Intranasal Concussion Drug Las Vegas, NV, July 12, 2022 (GLOBE NEWSWIRE) - Odyssey Health, Inc. (OTC Pink: ODYY), f/k/a Odyssey Group International, Inc., a company focused on developing unique, life-enhancing medical products, today announced the completion of all three cohorts in their Phase I Single Asc

Amendment to Convertible Promissory Note dated June 10, 2022 between Odyssey Health, Inc. and LGH Investments, LLC

Exhibit 10.9 Amendment #2 to Convertible Promissory Note This AMENDMENT (this ?Amendment?) is entered into by and between Company and Holder (each as defined below), effective as of June 10, 2022 (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 Promisso

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .. Commission File No. 00

Form of Subscription Agreement dated April 14, 2022 between Odyssey Health, Inc. and certain purchasing security holders

Exhibit 10.1 To subscribe for Common Stock and Warrants in the private offering of ODYSSEY HEALTH, INC. 1. Date and Fill in the number of shares of Common Stock, par value $0.001 per share of the Company (the ?Shares?) and associated warrant (the ?Warrants? and, collectively with the Shares, the ?Securities?) to purchase one-half of a share of Common Stock, at a combined purchase price of $0.35 pe

Form of Registration Rights Agreement dated April 14, 2022 between Odyssey Health, Inc. and certain purchasing security holders

EX-10.4 5 odysseyex1004.htm REGISTRATION RIGHTS AGREEMENT Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 13, 2022, between Odyssey Health, Inc. f/k/a Odyssey Group International, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” an

Form of Amendment to Promissory Note dated June 4, 2022 between Odyssey Health, Inc. and various officers and directors

Exhibit 10.8 Amendment #2 to Promissory Note This AMENDMENT (this ?AMENDMENT?) is entered into by and between Company and Holder (each as defined below), effective as of June 3, 2022 (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 2021, as

Form of Stock Purchase Agreement dated April 14, 2022 between Odyssey Health, Inc. and certain purchasing security holders

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of [], 2022, between Odyssey Health, Inc. f/k/a Odyssey Group International, Inc., a Nevada corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subje

Form of Warrant Agreement dated April 14, 2022 between Odyssey Health, Inc. and certain purchasing security holders

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of Amendment to Promissory Note dated April 20, 2022 between Odyssey Health, Inc. and various officers and directors

Exhibit 10.5 Amendment to Promissory Note This AMENDMENT (this ?AMENDMENT?) is entered into by and between Company and Holder (each as defined below), effective as of April 20, 2022 (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 , 2021 in

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): May 5, 2022 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 N

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

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): May 3, 2022 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 N

Odyssey Health, Inc. Announces Positive Results from Initial Phase I Clinical Trial Subjects for Concussion Drug

EX-99.1 2 odyex9901.htm PRESS RELEASE Exhibit 99.1 Odyssey Health, Inc. Announces Positive Results from Initial Phase I Clinical Trial Subjects for Concussion Drug May 5, 2022 Odyssey Health, Inc. (OTC:ODYY), f/k/a Odyssey Group International, Inc., a company focused on developing unique, life-saving medical products, today announced positive results from the first group of patients dosed with PRV

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

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): April 14, 2022 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 Fil

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): April 20, 2022 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 Fil

Odyssey Health Welcomes United States Vice Admiral (r) Timothy Szymanski to Military Advisory Board

Exhibit 99.1 Odyssey Health Welcomes United States Vice Admiral (r) Timothy Szymanski to Military Advisory Board Irvine, CA, April 20, 2022 (GLOBE NEWSWIRE) Odyssey Health, Inc., formerly known as Odyssey Group International, Inc. (OTC:ODYY) (the ?Company? or ?Odyssey?), a company focused on developing a proprietary drug compound to treat concussion, is honored to welcome Vice Admiral (r) Timothy

Amendment to Convertible Promissory Note dated March 31, 2022 between Odyssey Health, Inc. and Tysadco Partners, LLC

Exhibit 10.1 AMENDMENT 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, 2022 (the "Effective Date"), binding on the undersigned parties as of that date. RECITALS Odyssey Group International, Inc. ("Company") and Tysadco Partners, LLC ("Holder") entered into that certain Convertible

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 11, 2022 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 Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2022 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 0

Amendment to Convertible Promissory Note dated February 1, 2022 between Odyssey Health, Inc. and LGH Investments, LLC

EX-10.1 2 odyex1001.htm AMENDMENT TO CONVERTIBLE PROMISSORY NOTE Exhibit 10.1 Amendment to Convertible Promissory Note This AMENDMENT (this “Amendment”) is entered into by and between Company and Holder (each as defined below), effective as of February 1, 2022 (the “Effective Date”), binding on the undersigned parties as of that date. RECITALS Odyssey Group Intl, Inc. (“Company”) and LGH Investmen

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): February 18, 2022 ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) Nevada 000-56196 47-1022125 (State or other jurisdiction of incorporation)

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): January 10, 2022 ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) Nevada 000-56196 47-1022125 (State or other jurisdiction of incorporation)

Odyssey Group International Receives Donation to Support a Treatment for Concussion and forms Community Partnership with the Erase PTSD Now Foundation

Exhibit 99.1 Odyssey Group International Receives Donation to Support a Treatment for Concussion and forms Community Partnership with the Erase PTSD Now Foundation Odyssey Group International, Inc. (OTC:ODYY) (the "Company" or "Odyssey"), a company focused on developing unique, life-saving medical products, today announced that it has received a donation in the amount of $500,000 in partnership wi

Other Events

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): December 29, 2021 ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) Nevada 333-250896 47-1022125 (State or other jurisdiction of incorporation

Form of Promissory Note dated December 2021 between Odyssey Group International, Inc. and various officers and directors

EX-10.1 2 odyex1001.htm PROMISSORY NOTE Exhibit 10.1 PROMISSORY NOTE THIS PROMISSORY NOTE (the “Note”) is made as of the day of December 2021, by and between Odyssey Group International, Inc., Nevada corporation, (hereinafter known as “BORROWER”) and , an individual (hereinafter known as “LENDER”), whose address is . BORROWER and LENDER shall collectively be known herein as “the Parties”. In deter

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES 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 December 21, 2021 Date of Report (Date of earliest event reported) ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) 333-250896 (Commission File Number) Nevada 47-1022125 (State or other jurisdi

Other Events

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): December 21, 2021 ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) Nevada 333-250896 47-1022125 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2021 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 00

Other Events

8-K 1 odyssey8k.htm FORM 8-K UNITED STATES 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 November 2, 2021 Date of Report (Date of earliest event reported) ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) 333-250896 (Commission File Number) Nevada 47-102

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 odyssey10k-073121.htm FORM 10-K FOR THE PERIOD 07-31-21 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transiti

Warrant dated October 22, 2021 issued to Lincoln Park Capital, LLC.

EX-10.2 3 odysseyex1002.htm WARRANT Exhibit 10.2 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGI

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 18, 2021 Date of Report (Date of earliest event reported) ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) 333-250896 (Commission File Number) Nevada 47-1022125 (State or o

Securities Purchase Agreement, dated October 22, 2021 by and between Odyssey Group International, Inc. and Lincoln Park Capital, LLC.

EX-10.1 2 odysseyex1001.htm SECURITIES PURCHASE AGREEMENT Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as October 22, 2021, is entered into by and between Odyssey Group Intl Inc., a Nevada corporation, (the “Company”), and Lincoln Park Capital, LLC (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in r

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES 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 October 22, 2021 Date of Report (Date of earliest event reported) ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) 333-250896 (Commission File Number) Nevada 47-1022125 (State or other jurisdic

Amended Securities Purchase Agreement, dated October 18, 2021 by and between Odyssey Group International, Inc. and Tysadco Partners LLC.

EX-10.1 2 odysseyex1001.htm SECURITIES PURCHASE AGREEMENT Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as October 18, 2021, is entered into by and between Odyssey Group Intl Inc., a Nevada corporation, (the “Company”), and Tysadco Partners (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in reliance u

Odyssey Group International Files Patent On Novel Breath-Propelled Nasal Delivery Device

EX-99.1 2 odysseyex9901.htm PRESS RELEASE Exhibit 99.1 Odyssey Group International Files Patent On Novel Breath-Propelled Nasal Delivery Device Odyssey Group International, Inc. (OTC:ODYY) (the "Company" or "Odyssey"), a medical technology company focused on developing unique, life-saving medical products, today announced the filing of a provisional patent on its novel nasal drug delivery device.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): October 19, 2021 ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) Nevada 333-250896 47-1022125 (State or other jurisdiction of incorporation)

Warrant, dated October 18, 2021 issued to Tysadco Partners LLC.

Exhibit 10.2 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRAN

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 odyssey8k.htm FORM 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): October 18, 2021 ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) 333-250896 (Commission File Number) Nevada 47-

Securities Purchase Agreement, dated October 18, 2021 by and between Odyssey Group International, Inc. and Tysadco Partners LLC

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as October 18, 2021, is entered into by and between Odyssey Group Intl Inc., a Nevada corporation, (the ?Company?), and Tysadco Partners (the ?Buyer?). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 22, 2021 ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) Nevada 333-250896 47-1022125 (State or other jurisdiction of incorporatio

Odyssey Group International Begins Enrolling Subjects for

EX-99.1 2 odysseyex9901.htm PRESS RELEASE Exhibit 99.1 Odyssey Group International Begins Enrolling Subjects for Phase 1 Clinical Trial to Treat Concussion Odyssey Group International, Inc. (OTC:ODYY) (the "Company" or "Odyssey"), a medical company focused on developing unique, life-saving medical products, today announced successful completion of their clinical trial site initiation visit and the

Submission of Matters to a Vote of Security Holders

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) Nevada 333-250896 47-1022125 (State or other jurisdiction of incorporatio

Odyssey Group International Approved to Start Human Trial to Treat Concussion

EX-99.1 2 odysseyex9901.htm PRESS RELEASE Exhibit 99.1 Odyssey Group International Approved to Start Human Trial to Treat Concussion Odyssey Group International, Inc. (OTC:ODYY) (the "Company" or "Odyssey"), a company focused on developing unique, life-saving medical products, today announced their approval to begin Phase 1 human clinical trials for drug candidate PRV-002 intended to treat concuss

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 1, 2021 ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) Nevada 333-250896 47-1022125 (State or other jurisdiction of incorporation

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 odysseyi8k.htm CURRENT REPORT UNITED STATES 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 August 29, 2021 Date of Report (Date of earliest event reported) ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) 333-250896 (Commission File Number) Nevada

Securities Purchase Agreement, dated October 18, 2021 by and between Odyssey Group International, Inc. and Tysadco Partners LLC.

EX-10.1 2 odysseyex1001.htm SECURITIES PURCHASE AGREEMENT Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 31, 2021August 29, 2021, is entered into by and between Odyssey Group Intl Inc., a Nevada corporation, (the “Company”), and Tysadco Partners (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreem

Odyssey Group International Completes IND-enabling Studies, Submits Investigator’s Brochure for Phase 1 Clinical Trial

Exhibit 99.1 Odyssey Group International Completes IND-enabling Studies, Submits Investigator?s Brochure for Phase 1 Clinical Trial Odyssey Group International, Inc. (OTC:ODYY) (the "Company" or "Odyssey"), a technology and asset acquisition company focused on developing unique, life-saving medical products, today announced the successful completion of their Investigational New Drug (?IND?) enabli

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES 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): August 4, 2021 ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) Nevada 000-56196 47-1022125 (State or other jurisdiction of incorpor

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ý Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi

Other Events

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): June 29, 2021 ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) Nevada 333-250896 47-1022125 (State or other jurisdiction of incorporation) (C

LGH Investments, LLC Settlement Agreement

Exhibit 10.3 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (this ?Agreement?), dated March 5, 2021 (the ?Effective Date?), by and between Odyssey Group Intl, Inc., a Nevada corporation (the ?Company?) and LGH Investments, LLC (?LGH?). The Company and LGH are each respectively referred to herein as a ?Party? and collectively as ?the Parties.? WHEREAS, the Parties entered into that certain Securiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

10-Q 1 odyssey043021.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition perio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] N-CEN For Period Ended: April 30, 2021 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q For the Transition Period Ended:

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ý Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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 May 6, 2021 Date of Report (Date of earliest event reported) ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) 000-56196 (Commission File Number) Nevada 47-1022125 (State or other jurisdiction o

- PRELIMINARY PROXY

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ý Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi

- WITHDRAWAL REQUEST

April 21, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Odyssey Group International, Inc. Request for Withdrawal of Registration Statement on Form S-3 Filed on March 17, 2021 File No.: 333-254402 Ladies and Gentlemen: On March 17, 2021, Odyssey Group International, Inc., a Nevada corporation (the “Company”), filed

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 5 2021 ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) Nevada 333-250896 47-1022125 (State or other jurisdiction of incorporation) (Co

Securities Purchase Agreement with LGH Investments, LLC.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of April 5, 2021, is entered into by and between Odyssey Group Intl Inc., a Nevada corporation, (the ?Company?), and LGH Investments, LLC, a Wyoming limited liability company (the ?Buyer?). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption

Specimen Certificate representing shares of Common Stock

Exhibit 4.1

- REGISTRATION STATEMENT

S-3 1 odysseys3.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 17, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Odyssey Group International, Inc. (Exact name of Registrant as specified in its charter) Nevada (State or other jurisdiction of

Form of Private Placement Common Stock Purchase Warrant Agreement

Exhibit 10.7 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRAN

Form of Common Stock Subscription Agreement

Exhibit 10.8 COMMON STOCK PURCHASE AGREEMENT THIS AGREEMENT is made and entered into this th day of 2021, by and between Odyssey Group International, a Nevada corporation, with its principle place of business at 2372 Morse Ave. Irvine CA 92614 (?Seller?) and with a principal address at (?Buyer?). WHEREAS, Seller is the record owner and holder of the capital stock of Odyssey Group International, In

Form of Private Placement Common Stock Purchase Agreement

Exhibit 10.6 COMMON STOCK PURCHASE AGREEMENT THIS AGREEMENT is made and entered into this 5th day of March 2021, by and between Odyssey Group International, Inc. a Nevada corporation, with its principle place of business at 2372 Morse Ave, Irvine California 92614 (?Seller?) and the undersigned with a principal address set forth below. (?Buyer?). WHEREAS Seller is the record owner and holder of the

Form of Confidential Private Placement Memorandum

Exhibit 10.5 Name: Copy No.: CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM For Accredited Investors Only Odyssey Group International, Inc. A Nevada Corporation CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM For Accredited Investors Only March 5, 2021 This Confidential Private Placement Memorandum is for the confidential use of the Offeree named on this cover page and may not be reproduced in whole or in pa

Quarterly Report - FORM 10-Q

10-Q 1 odyssey10q-013121.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2021 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition

Restricted Stock Unit Award Agreement between Odyssey Group International, Inc. and Christine Farrell dated January 1, 2021.

Exhibit 10.4 ODYSSEY GROUP INTERNATIONAL, INC RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this ?Agreement?) is made and entered into between Odyssey Group International, Inc. (the ?Company?) and Christine Farrell (?Grantee?), effective as of January 1, 2021 (the ?Date of Grant?). This Agreement sets forth the terms and conditions associated with the Company?s

Restricted Stock Unit Award Agreement between Odyssey Group International, Inc. and Joseph Michael Redmond dated January 1, 2021.

Exhibit 10.3 ODYSSEY GROUP INTERNATIONAL, INC RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this ?Agreement?) is made and entered into between Odyssey Group International, Inc. (the ?Company?) and Joseph Michael Redmond (?Grantee?), effective as of January 1, 2021 (the ?Date of Grant?). This Agreement sets forth the terms and conditions associated with the Compa

Form of Warrant to Purchase Shares

Exhibit 10.9 WARRANT AGREEMENT THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR AN OPINION OF COUNSEL SATISFACTORY TO THE

Odyssey Group International, Inc. Closes Acquisition of Novel Concussion Drug

EX-99.1 2 odysseyex9901.htm PRESS RELEASE Exhibit 99.1 Odyssey Group International, Inc. Closes Acquisition of Novel Concussion Drug Anticipates initiation of Phase 1 clinical trials of PRV-002 during the Second Quarter of 2021 IRVINE, CA March 2, 2021 / Odyssey Group International, Inc. (OTCQB:ODYY) ("Odyssey"), a technology and asset acquisition company focused on developing unique, life-saving

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 odyssey8k.htm CURRENT REPORT 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): March 1, 2021 ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) Nevada 000-56196 47-1022125 (State or other

Amendment No. 1 to the Warrant Agreement, dated December 11, 2020, by and between Odyssey Group International, Inc. and LGH Investments, LLC.

Exhibit 10.1 Amendment No. 1 to Warrant This AMENDMENT No. 1 (this “Amendment”) is entered into by and between Company and Purchaser (each as defined below), effective as of January 22, 2021 (the “Effective Date”), binding on the undersigned parties as of that date. RECITALS On December 11, 2020, Odyssey Group Intl, Inc. (“Company”) and LGH Investments, LLC (“Purchaser”) entered into a securities

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 odyssey8k.htm CURRENT REPORT UNITED STATES 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 January 22, 2021 Date of Report (Date of earliest event reported) ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) 333-200785 (Commission File Number) Nevada

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 odyssey8k.htm CURRENT REPORT UNITED STATES 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 January 21, 2021 Date of Report (Date of earliest event reported) ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) 333-250896 (Commission File Number) Nevada

Employment Agreement, dated January 21, 2021 by and between Odyssey Group International, Inc. and Joseph Michael Redmond

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between Odyssey Group International Inc. (the “Company”) a Nevada Corporation and Joseph Michael Redmond (the “Executive”) whose address is 55 W. Delaware Pl. Unit 607 Chicago, IL 60610 effective as of January 1, 2021. WHEREAS, the Company desires to continue employing the Executive as its Chief Ex

Employment Agreement by and between Odyssey Group International, Inc. and Christine M. Farrell, dated January 21, 2021.

EX-10.2 3 odysseyex1002.htm EMPLOYMENT AGREEMENT BY AND BETWEEN ODYSSEY GROUP INTERNATIONAL, INC. AND CHRISTINE M. FARRELL Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between Odyssey Group International Inc. (the “Company”) a Nevada Corporation and Christine Farrell (the “Executive”) whose address is 23586 NW St. Helens Rd. U-82, Portland, O

Odyssey Group International to Acquire Concussion Drug Asset from Prevacus, Inc. All Stock Transaction Phase 1 Clinical Trial Site, Protocol and CRO Established

Exhibit 99.6 Odyssey Group International to Acquire Concussion Drug Asset from Prevacus, Inc. All Stock Transaction Phase 1 Clinical Trial Site, Protocol and CRO Established IRVINE, CA – Accesswire – January 11, 2021 – Odyssey Group International, Inc. (OTCQB: ODYY) (the “Company” or “Odyssey”), a technology and asset acquisition company focused on developing unique, life-saving medical products,

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): January 11, 2021 ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) Nevada 333-250896 47-1022125 (State or other jurisdiction of incorporation)

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 odyssey8k.htm FORM 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): January 8, 2021 ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) Nevada 333-250896 47-1022125 (State or other ju

Prevacus Asset Agreement.

Exhibit 10.5 ASSET Purchase Agreement by and among PREVACUS, INC.; Michael Lewandowski; Jacob VanLandingham, Ph.D.; and Odyssey Group International, INC. January 8, 2021 TABLE OF CONTENTS Page Article 1 SALE OF ASSETS 1 Section 1.1. Purchase and Sale of Assets 1 Section 1.2. Excluded Assets 3 Section 1.3. Assumed Liabilities 3 Section 1.4. Excluded Liabilities 4 Section 1.5. Method of Conveyance 5

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 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): December 14, 2020 ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) Nevada 333-250896 47-1022125 (State or other jurisdiction of incorporation

Securities Purchase Agreement with LGH Investments, LLC.

Exhibit 4.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 11, 2020, is entered into by and between Odyssey Group Intl Inc., a Nevada corporation, (the “Company”), and LGH Investments, LLC, a Wyoming limited liability company (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exempt

Quarterly Report - FORM 10-Q

10-Q 1 odyssey10q-103120.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2020 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition

20,065,166 Shares Common Stock

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-250896 PROSPECTUS 20,065,166 Shares Common Stock This prospectus relates to the sale of up to 20,065,166 shares of our common stock by Lincoln Park Capital Fund, LLC, or Lincoln Park. The shares of our common stock to which this prospectus relates have been or may be issued by us to Lincoln Park pursuant to a purchase agreemen

-

CORRESP 1 filename1.htm November 30, 2020 VIA EDGAR TRANSMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention Tim Buchmiller Re: Odyssey Group International, Inc. Registration Statement on Form S-1 File No. 333-250896 REQUEST FOR ACCELERATION OF EFFECTIVENESS Dear Mr. Buchmiller, Pursuant to Rule 461 under the Securities Act

Master Agreement for a Joint Venture and Intellectual Property Purchase Agreement, effective as of June 26, 2019, by and among Odyssey Group International, Inc. and Prevacus, Inc.

Exhibit 10.6 MASTER AGREEMENT FOR A JOINT VENTURE AND INTELLECTUAL PROPERTY PURCHASE AGREEMENT by and among ODYSSEY GROUP INTERNATIONAL INC., AND PREVACUS, INC. This MASTER AGREEMENT FOR A JOINT VENTURE AND INTELLECTUAL PROPERTY PURCHASE AGREEMENT, dated as of June 26, 2019 (this “Agreement”), by and among Prevacus Inc. a Delaware Corporation “Prevacus”), and, Odyssey Group International Inc., a N

Intellectual Property Purchase Agreement, effective as of June 26, 2019, by and among Odyssey Group International, Inc., James De Luca and Murdock Capital Partners

Exhibit 10.7 INTELLECTUAL PROPERTY PURCHASE AGREEMENT by and among ODYSSEY GROUP INTERNATIONAL INC., DE LUCA AND MURDOCK CAPITAL PARTNERS INC. This INTELLECTUAL PROPERTY PURCHASE AGREEMENT, dated as of June 26, 2019 (this “Agreement”), by and among James De Luca an individual whose address is 15 Wendover Road, Forest Hills Gardens, NY 11375 (“De Luca” or “Seller”), on the one hand, and Murdock Cap

Form of Common Stock Purchase Warrant totaling 550,000 Shares of Common Stock of Odyssey Group International, Inc. issued to Alliance Global Partners, Alejandro Barrientos and David Bocchi, effective August 6, 2020

EX-10.10 6 odysseys1-ex1010.htm COMMON STOCK PURCHASE WARRANT Exhibit 10.10 NEITHER ThIS PURCHASE WARRANT NOR THE securities represented by this PURChASE warrant have been registered under the Securities Act of 1933, as amended, or applicable state law. Neither thIS PURCHASE WARRANT NOT THE UNDERLYING securities nor any interest therein may be offered for sale, sold or otherwise transferred except

Registration Statement - FORM S-1 REGISTRATION STATEMENT

S-1 1 odysseys1.htm FORM S-1 REGISTRATION STATEMENT Table of Contents As filed with the Securities and Exchange Commission on November 23, 2020. Registration No. 333-200785 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Odyssey Group International, Inc. (Exact name of Registrant as specified in its charter) N

License Transfer Agreement, effective as of January 31, 2019, by and between Odyssey Group International, Inc. and Electromedica, LLC

EX-10.5 3 odysseys1-ex1005.htm LICENSE TRANSFER AGREEMENT Exhibit 10.5 AGREEMENT TO TRANSFER LICENSE RIGHTS This Agreement is made and entered effective the 31th day of January 2019, (the Effective Date) by and between Electromedica LLC. a Wyoming Limited Liability Company with an address at 214 via Emilia, Palm Beach Gardens Florida 33418, its successor or assigns (hereinafter “Electromedica”) an

Amendment No. 1 to Purchase Agreement, dated August 14, 2020, by and between Odyssey Group International, Inc. and Lincoln Park Capital fund, LLC

Exhibit 10.1 AMENDMENT NO. 1 TO PURCHASE AGREEMENT November 18, 2020 Lincoln Park Capital Fund, LLC 440 North Wells, Suite 410 Chicago, IL 60654 Ladies and Gentlemen: Reference is made to the Purchase Agreement, dated as of August 14, 2020 (the “Purchase Agreement”), by and between Odyssey Group International, Inc., a Nevada corporation (the “Company”), and Lincoln Park Capital Fund, LLC, an Illin

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

UNITED STATES 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 November 18, 2020 Date of Report (Date of earliest event reported) ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) 333-200785 (Commission File Number) Nevada 47-1022125 (State or other jurisdi

Annual Report on Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .. Commission File No. 333-200785 ODYSSEY GRO

Quarterly Report - AMENDED QUARTERLY REPORT

10-Q/A 1 odyssey10qa1-013120.htm AMENDED QUARTERLY REPORT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2020 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EX

Quarterly Report - AMENDED QUARTERLY REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .. Co

Annual Report - AMENDED ANNUAL REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .. Commission File No. 333-

Quarterly Report - AMENDED QUARTERLY REPORT

10-Q/A 1 odyssey10qa1-043020.htm AMENDED QUARTERLY REPORT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2020 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCH

- EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form N-SAR For Period Ended: July 31, 2020 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q [] Transition Report on Form N-SAR For the

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - FORM 8-K

UNITED STATES 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 October 22, 2020 Date of Report (Date of earliest event reported) ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) 333-200785 (Commission File Number) Nevada 47-1022125 (State or other jurisdic

Letter from BDO USA, LLP to the Securities and Exchange Commission

EX-16.1 2 ody8k-ex1601.htm LETTER FROM BDO USA, LLP Exhibit 16.1 Tel: 702-784-0000 Fax: 702-784-0161 www.bdo.com BDO USA, LLP 6671 Las Vegas Blvd. South, Suite 200 Las Vegas, NV 89119 October 27, 2020 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on October 22, 2020

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review - CURRENT REPORT

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 October 9, 2020 Date of Report (Date of earliest event reported) ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) 333-200785 (Commission File Number) Nevada 47-1022125 (State or other jurisdiction of incorpo

Unregistered Sales of Equity Securities - FORM 8-K

UNITED STATES 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 August 14, 2020 Date of Report (Date of earliest event reported) ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) 333-200785 (Commission File Number) Nevada 47-1022125 (State or other jurisdict

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K

UNITED STATES 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 August 14, 2020 Date of Report (Date of earliest event reported) ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) 333-200785 (Commission File Number) Nevada 47-1022125 (State or other jurisdict

Registration Rights Agreement, dated August 14, 2020, by and between Odyssey Group International, Inc. and Lincoln Park Capital Fund, LLC

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 14, 2020, by and between ODYSSEY GROUP INTERNATIONAL, INC., a Nevada corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein sh

Purchase Agreement, dated August 14, 2020, by and between Odyssey Group International, Inc. and Lincoln Park Capital Fund, LLC

Exhibit 10.1 PURCHASE AGREEMENT PURCHASE AGREEMENT (the “Agreement”), dated as of August 14, 2020, by and between ODYSSEY GROUP INTERNATIONAL, INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and

12% Self-Amortization Promissory Note issued to Labrys Fund, LP on August 14, 2020

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES 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 August 14, 2020 Date of Report (Date of earliest event reported) ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) 333-200785 (Commission File Number) Nevada 47-1022125 (State or other jurisdict

Form 8-A12G

8-A12G 1 odyssey8a.htm FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada 47-1022125 (State or other jurisdiction of incorporation or organizatio

Securities Purchase Agreement, dated August 14, 2020, by and between Odyssey Group International, Inc. and Labrys Fund, LP

EX-10.1 2 odysseyex1001.htm SECURITIES PURCHASE AGREEMENT Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 14, 2020, by and between ODYSSEY GROUP INTERNATIONAL, INC., a Nevada corporation, with headquarters located at 2372 Morse Ave., Irvine, CA 92614 (the “Company”), and LABRYS FUND, LP, a Delaware limited partnership, with its ad

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES 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 August 5, 2020 Date of Report (Date of earliest event reported) ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) 333-200785 (Commission File Number) Nevada 47-1022125 (State or other jurisdicti

Letter from Piercy Bowler Taylor & Kern, CPAs to the Securities and Exchange Commission

Exhibit 16.1 August 6, 2020 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on August 5, 2020, to be filed by our former client, Odyssey Group International, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly

Unregistered Sales of Equity Securities

UNITED STATES 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 July 31, 2020 Date of Report (Date of earliest event reported) ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) 333-200785 (Commission File Number) Nevada 47-1022125 (State or other jurisdictio

Unregistered Sales of Equity Securities

UNITED STATES 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 July 17, 2020 Date of Report (Date of earliest event reported) ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) 333-200785 (Commission File Number) Nevada 47-1022125 (State or other jurisdictio

Unregistered Sales of Equity Securities

8-K 1 odyssey8k.htm FORM 8-K UNITED STATES 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 June 4, 2020 Date of Report (Date of earliest event reported) ODYSSEY GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) 333-200785 (Commission File Number) Nevada 47-1022125

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2020 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .. Commission File No. 33