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 File Number) | (IRS Employer Identification Number) |
2300 West Sahara Avenue, Suite 800 - #4012,
Las Vegas, NV | 89102 |
| (Address of principal executive offices) | (Zip Code) |
(702) 780-6559
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act:
| Title of each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Common Stock ($0.001 par value) | ODYY | OTC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 1, 2023, Odyssey Health, Inc., formerly known as Odyssey Group International, Inc. (the “Company”), entered into four Promissory Note Amendments (the “Amendments”), to the Promissory Notes entered into December 21, 2021 and December 22, 2021 and as amended April 20, 2022, June 3, 2022, September 30, 2022, December 30, 2022, March 31, 2023 and June 30, 2023, with two directors and two officers of the Company. Pursuant to the Amendments, the parties have agreed to extend the maturity date of the note to January 31, 2024. All other terms and conditions remain the same.
The Form of Amendment No. 7 to Promissory Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Odyssey Health, Inc. |
| | |
| Date: November 2, 2023 | By: | /s/ Joseph Michael Redmond |
| | | Joseph Michael Redmond
Chief Executive Officer |
