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)

(619) 832-2900

(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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(g) of the Act:

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 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 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 3.02 Unregistered Sales of Equity Securities

Odyssey Group International, Inc. (the “Company”) and Peter J. D’Arruda, and Robert and Deborah Nott, accredited investors, are parties to certain convertible note agreements dated July 31, 2019 and August 2, 2019, respectively. The notes have a one year term and automatically convert into the Company’s common stock. On July 31, 2020 and August 3, 2020, respectively, pursuant to the convertible note agreements, the Company provided notice to convert the debt and interest under the convertible note agreement into common stock of the Company. The amount converted, including accrued interest, was $160,500 and the conversion price was $0.50 per share resulting in the issuance of a total of 321,000 shares of the Company’s common stock (the “Shares”).

The issuance of the Shares are exempt from registration under Securities Act Section 4(a)(2). Mr. D’Arruda and Mr. and Mrs. Nott are sophisticated and represented in writing that they are accredited investors and are acquiring the securities for their own account for investment purposes. A legend will be placed on the Shares stating that the securities have not been registered under the Securities Act and cannot be sold or otherwise transferred without registration or an exemption therefrom.

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.