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)

(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, an accredited investor, are parties to certain convertible note agreement dated August 14, 2019. The note has a one year term and automatically converts into the Company’s common stock. On August 14, 2020, pursuant to the convertible note agreement, 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 $107,000 and the conversion price was $0.50 per share resulting in the issuance of a total of 214,000 shares of the Company’s common stock (the “Shares”).

The issuance of the Shares was exempt from registration under Securities Act Section 4(a)(2). Mr. D’Arruda is a sophisticated investor and represented in writing that he is an accredited investor and was acquiring the securities for his 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.