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) | (Commission File Number) | (IRS Employer ID No.) |
2372 Morse Avenue
Irvine, CA 92614
(Address of principal executive offices)
(619) 832-2900
(Issuer’s Telephone Number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Not Applicable | Not Applicable | Not Applicable |
Securities registered pursuant to Section 12(g) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| Common Stock ($0.001 par value) | ODYY | OTC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement |
On January 7, 2021, Odyssey Group International, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “APA”) with Prevacus, Inc. (“Prevacus”). The Company hereby incorporates by reference the Form 8-K report filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 on Friday, January 8, 2021 which detailed the APA and attached the APA as Exhibit 10.5.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 7.01 | Regulation FD Disclosure |
Attached is a copy of a press release being issued by the Company relating to the APA, a copy of which is attached as Exhibit 99.6 and is hereby incorporated.
| Item 9.01. | Financial Statements and Exhibits. |
(c) Exhibits.
| Item 9.01. | Financial Statements and Exhibits. |
(c) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: January 11, 2021 | Odyssey Group International, Inc. |
| | |
| | By: | /s/ J. Michael Redmond |
| | | Chief Executive Officer
|
