Odyssey Health, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds In February 2021, we sold a total of 960,834 shares of our common stock to 11 accredited investors for total proceeds of $689,500. Warrants for 960,834 shares our common stock were issued to the investors with an average exercise price of $1.23. The warrants expire six months from the date of closing and have a fair value of $426,273. In March 2021, we sold 525,000 Units at $1.00 per unit to 17 accredited investors for total proceeds of $525,000. Each Unit consisted of one share of our common stock and a right to purchase one share of our common stock $2.00. These rights expire one year from the date of closing and have a fair value of $250,950. In February, March and April 2021, upon maturity, we converted convertible promissory notes with a face value of $230,000 and accrued interest of $16,100 into 298,165 shares of our common stock as calculated by the conversion price of the convertible promissory notes of $0.83 per share. In issuing these shares, we relied on an exemption from the registration requirements of the Securities Act of 1933 provided by Section 4(a)(2) of the Securities Act of 1933. Item 6. Exhibits The following exhibits are filed herewith and this list constitutes the exhibit index. Exhibit Number Exhibit Description 10.1 Prevacus Asset Agreement. Incorporated by reference to Form 8-K filed with the SEC on March 2, 2021 10.2 Securities Purchase Agreement with LGH Investments, LLC. Incorporated by reference to Form 8-K filed with the SEC on April 7, 2021 10.3 LGH Investments, LLC Settlement Agreement 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 32.1 Certification of Chief Executive Officer pursuant to Section 1350 32.2 Certification of Chief Financial Officer pursuant to Section 1350 101.INS XBRL Instances Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document * Management or compensatory agreement. 27 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, as of June 21, 2021. ODYSSEY GROUP INTERNATIONAL, INC. By: /s/ Joseph Michael Redmond Joseph Michael Redmond Chief Executive Officer, President and Director (Principal Executive Officer) By: /s/ Christine M. Farrell Christine M. Farrell Chief Financial Officer (Principal Financial and Accounting Officer) 28