Odyssey Health, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Management, with the participation of our Chief Executive Officer and Chief Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of April 30, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Based on the evaluation of our disclosure controls and procedures as of July 31, 2021, our Chief Executive Officer and Chief Accounting Officer concluded that, as of such date, as a result of the material weaknesses in internal control over financial reporting that are described below in Management’s Report on Internal Control Over Financial Reporting, our disclosure controls and procedures were not effective. Management's Annual Report on Internal Control Over Financial Reporting In light of the material weakness described below, as of July 31, 2021, prior to the filing of this Form 10-K for the period ended July 31, 2021, management determined that key controls were performed timely and additional procedures were performed, including validating the completeness and accuracy of the underlying data used to support the amounts reported in the financial statements. These control activities and additional procedures have allowed us to conclude that, notwithstanding the material weaknesses, the financial statements in this Form 10-K fairly present, in all material respects, our financial position, results of operations, statement of shareholder equity and cash flows for the periods presented in conformity with United States GAAP. We are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. 45 Under the supervision and with the participation of our president, we conducted an evaluation of the effectiveness of our internal control over financial reporting, as of July 31, 2021, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on our evaluation under this framework, we concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below. Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting. Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures. We are committed to improving the internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist us with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts, which will mitigate the lack of segregation of duties until there are sufficient personnel, and (3) may consider appointing additional outside directors and audit committee members in the future. We have discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements, which could be material to the annual or interim financial statements could occur that would not be prevented or detected. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only our report in this annual report. Changes in Internal Controls Over Financial Reporting There have been no changes in our internal control over financial reporting that occurred during the quarter ended July 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information Not applicable. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 46 PART III Item 10. Directors, Executive Officers and Corporate Governance Executive Officers and Directors The following table sets forth information about our executive officers and directors as of the date of this filing: Name Age Position with Odyssey Held Position Since Joseph Michael Redmond 61 Chief Executive Officer, President and Chairman of the Board 2017 Jerome H. Casey 62 Director 2019 Jeffrey Conroy 56 Director 2019 Christine M. Farrell 61 Chief Financial Officer and Secretary 2019 John P. Gandolfo 61 Director 2019 Ricky W. Richardson 59 Director 2021 Jacob W. Vanlandingham 47 Director and Vice President of Drug Development 2021 No Family Relationships There are no family relationships among any directors or executive officers. Business Experience and Background of Directors and Executive Officers Joseph Michael Redmond has served as our Chief Executive Officer, President and Chairman of the Board since 2017. Mr. Redmond has over 30 years commercial experience in medical device companies. Prior to joining Odyssey, Mr. Redmond served as CEO of Parallax Health Sciences, Inc., a healthcare related company, from 2010 to 2017 where he acquired two businesses and three different patented technologies. Prior to this, Mr. Redmond was V.P. of Business Development for DxTech, Inc., a start-up company developing a unique point of care diagnostic testing platform, from 2007 to 2009 when the company was sold. Prior to this, Mr. Redmond served as the V.P. of Sales and Marketing for Bioject Medical Technologies, Inc. (“Bioject”), a medical device company specializing in unique drug delivery technologies, from 1996 to 2007. While at Bioject, Mr. Redmond helped raise over $15 million in capital, entered into several licensing and distribution deals with major biotech and pharmaceutical companies and grew the market cap of the company from under $10 million to over $400 million. Prior to this, Mr. Redmond held various sales and marketing positions at Abbott Laboratories a multi-billion dollar healthcare company and helped start KMC Systems Inc., now a leading private label developer and manufacturer of medical devices and instrumentation. Mr. Redmond was in charge of Sales and Marketing and grew the company from start-up to over $50 million in revenue. Mr. Redmond has a B.A. degree from Denison University. We believe that Mr. Redmond possesses specific attributes that qualify him to serve on the board of directors, including his extensive experience in the health and wellness industry while working with and managing companies within the industry and as a board member his knowledge about product strategies and marketing will assist the company in developing businesses. Mr. Redmond has management experience in a publicly traded company. Jerome H. Casey has been a Director since September 2019. Mr. Casey has been a leader in the life science industry for over 30 years. Mr. Casey served as a senior executive at Genzyme Corporation, a biotechnology company, from 1989 to 2011. Mr. Casey was the driver behind Genzyme’s commercial success in the diagnostics arena, building a $175 million business which Genzyme sold to Japan-based Sekisui Chemical in 2011. Mr. Casey then became the President and COO of the new entity, Sekisui Diagnostics, LLC, until the end of 2014. While President and COO, Mr. Casey established the strategic direction for the company; led the global organization, including the commercial, operations, research and development, finance, human resources, and legal functions; and achieved the annual and long-term financial objectives of the business. Since 2015, Mr. Casey has been actively involved in several life sciences ventures, both as an advisor and an investor, while serving on multiple Boards. Mr. Casey holds an M.B.A. degree in Finance and a B.A. degree in Political Science from the University of Connecticut. Mr. Casey provides the Board with valuable insights into the life sciences industry as well as expertise in the commercialization of products. Mr. Casey has management experience in a publicly traded company. 47 Jeffrey Conroy has been a Director since August 2019. Mr. Conroy is an operating and business development executive with over 30 years in the life science industry across therapeutics and medical devices. Mr. Conroy has served as the Chairman and CEO of Embody, a DARPA-funded medical device company developing regenerative implants for tendon and ligament repair, from July 2015 to present. From 2012 to 2019, he served as the Head of Corporate Development for Especificos Stendhal S.A. de C.V., a Latin American specialty pharmaceutical company. Mr. Conroy is also currently the Managing Director of Windward Investments, where he structures licensing partnerships for life science companies. Mr. Conroy is an independent director of Cingulate Therapeutics, a CNS company developing ADHD therapeutics. Mr. Conroy holds a B.S. degree in Business Administration from Providence College. Mr. Conroy provides the Board with valuable insights into the global life sciences industry as well as expertise in business development product licensing. Mr. Conroy has management experience in a publicly traded company. Christine M. Farrell joined Odyssey April 2019 as a financial consultant serving as our Controller and Secretary and became Chief Financial Officer and Secretary in January 2021. From 2014 to April 2019, Ms. Farrell worked as an independent contractor working with small companies providing financial management. From February 1997 to 2014, Ms. Farrell was Vice President of Finance for Bioject Medical Technologies Inc., a medical device company specializing in unique drug delivery technologies. Prior to joining Bioject, Ms. Farrell held accounting and financial management positions with Spar-Tek Industries, a manufacturer of high quality and cutting-edge technology for the plywood industry, and Action Machinery, a seller of new and used robotic machine tools and equipment. Ms. Farrell holds a B.A. degree in Accounting from the University of Washington and an M.B.A. from Willamette University in Salem, Oregon. John P. Gandolfo has been a Director since October 2019. Mr. Gandolfo has approximately 33 years of experience as a Chief Financial Officer (“CFO”) of multiple rapidly growing private and publicly held companies with a primary focus in the life sciences, healthcare and medical device areas. Mr. Gandolfo has had direct responsibility over capital raising, including five public offerings, financial management, mergers and acquisition transactions and SEC reporting throughout his professional career. Mr. Gandolfo serves as CFO of Eyenovia, Inc., a late-stage ophthalmic biopharmaceutical company, from January 2018 to present. Prior to this, Mr. Gandolfo was CFO of Xtant Medical Holdings, Inc., a biologics company, from July 2010 through September 2017. Prior to this, he served as the CFO for Progenitor Cell Therapy LLC from January 2009 to June 2010 and, before that, as CFO of Power Medical Interventions, Inc. from January 2007 to January 2009. Mr. Gandolfo was the CFO of Bioject Medical Technologies, Inc. prior to this. He was also the CFO of Capital Access Network, Inc., from 2000 through September 2001, and Xceed, Inc. from 1999 to 2000. From 1994 to 1999, Mr. Gandolfo was CFO and COO of Impath, Inc. From 1987 through 1994, he was CFO of Medical Resources, Inc. Mr. Gandolfo received his B.A. degree in Business Administration from Rutgers University. Mr. Gandolfo is currently a member of the Board of Directors of Electrocore, Inc. and sits on their audit committee. Mr. Gandolfo provides the Board with his extensive management and finance experience in publicly traded companies and as well as his knowledge of the capital markets. In addition, Mr. Gandolfo has chaired several audit committees. Ricky W. Richardson has been a Director since May 2021. Mr. Richardson has over 30 years of experience as a global operations and quality leader. He possesses strong operations and quality experience that includes change management, multi-plant operations, financial acumen, supply chain/vendor management, strategic business development, start-up planning and execution, new product introductions and lean deployment. From November 2020 to present, Mr. Richardson has served as the Vice President of Quality and Continuous Improvement for Advanced Drainage Systems, which is an industry leader in the design and manufacturing of products supporting water management solutions. From September 2011 to October 2020, Mr. Richardson held positions at Danaher Corporation, a multi-billion-dollar global manufacturer of Diagnostic, Life Sciences, Product Identification, Water Quality and Environmental/Applied Solutions products and services. His most recent positions included Corporate Director of Danaher Business Systems “DBS” Integration Regulatory Affairs and Compliance and Corporate Director, of DBS Operations and Lean. From February 2008 to July 2011, Mr. Richardson was Director of Operations, Continuous Improvement for Stryker Orthopaedics, a multi-billion dollar global manufacturer of Orthopaedics. Prior to this, Mr. Richardson held various positions at Bioject Medical Technologies, Inc., Baxter Healthcare and Texas Instruments. From 1984 to 1987 he was a Lieutenant, Field Artillery, with the U.S. Army. He holds a B.S. degree in Engineering from the U.S. Military Academy, West Point, NY. Mr. Richardson has extensive management experience in manufacturing, regulatory and quality assurance of FDA approved medical products. 48 Dr. Jacob W. Vanlandingham has been a Director from June 2019 until September 2021 and joined Odyssey March 2021 as the Vice President of Drug Development. Dr. Vanlandingham founded Prevacus, a development stage company focusing on new treatments for concussions, in 2013. He has served as its President since that time. Dr. Vanlandingham spent three years working with neurologically impaired children with brain injuries in and around the time of birth. His Ph.D. is in Neuroscience with a molecular biology focus on disease. His Post-doctoral work was in translational research and neurobehavioral aspects of diseases at Emory University. At Emory, he also oversaw the clinical biomarker study for the ProTECT clinical trial using progesterone for acute treatment of severe to moderate traumatic brain injury, as the Assistant Director of the Brain Research Laboratory, the largest laboratory in the Emergency Medicine Department. Dr. Vanlandingham has an excellent teaching record and has won multiple awards with both graduate and undergraduate students. He was a Year One Director of the Florida State University Medical School for eight years before devoting all of his time to Prevacus starting in 2015. Dr. Vanlandingham holds a Ph.D. in Neuroscience from Florida State University, and a B.S. in Physical Therapy from Florida A & M University. He is a member of the Society for Neuroscience, American Society for Nutritional Sciences, National Neurotrauma Society, Faculty for Undergraduate Research in Neuroscience, and the International Association of Medical Science Educators. Dr. Vanlandingham provides the Board with experience and knowledge in the neurology field and specific drug development expertise. Code of Ethics We have adopted a Code of Ethics that applies to our directors, officers and all employees. It may be obtained free of charge by writing to Odyssey Group International, Inc., Attn: Chief Executive Officer, 2372 Morse Avenue, Irvine, CA 92614. Board of Directors Our board of directors currently consists of five members. Our bylaws permit our board of directors to establish by resolution the authorized number of directors, and five directors are currently authorized. Director Independence Under the rules of the national securities exchanges, a majority of a listed company’s board of directors must be comprised of independent directors, and each member of a listed company’s audit, compensation, and nominating and corporate governance committees must be independent as well. Under the same rules, a director will only qualify as an “independent director” if that company’s board of directors affirmatively determines that such director has no material relationship with that company, either directly or as a partner, stockholder or officer of an organization that has a relationship with that company. We evaluate independence by the standards for director independence established by applicable laws, rules, and listing standards including, without limitation, the standards for independent directors established by the NASDAQ National Market, and the Securities and Exchange Commission. Our Board has determined Messrs. Casey, Conroy, Gandolfo and Richardson are “independent directors” as defined in the NASDAQ listing standards and applicable SEC rules. In addition, we determined that the members of our audit committee satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended. In order to be considered to be independent for purposes of Rule 10A-3, no member of the audit committee may, other than in his capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the company or any of its subsidiaries or (2) be an affiliated person of the company or any of its subsidiaries. Our Board met eight times in fiscal 2021 and all of our directors attended at least 75% of the meetings of our Board and of the meetings held by the committee(s) on which they served, except for Mr. Richardson, who joined the Board on May 6, 2021. Currently, we do not have a policy requiring our Board members' attendance at the annual stockholders meeting. 49 Committees of the Board Our Board currently has three standing committees: an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee. Each committee is governed by a written charter. The full text of each committee charter is available on our website located at www.odysseygi.com/investor-relations or in print to any interested party who requests it. The Audit Committee The Audit Committee assists our Board in fulfilling its oversight responsibility for the (i) financial reporting process, (ii) the system of internal control over financial reporting, (iii) the audit process, and (iv) our process for monitoring compliance with laws and regulations and the code of conduct. In fulfilling the duties outlined in its charter, the Audit Committee, among other things, shall have the authority and responsibility to: · select, evaluate and, where appropriate, replace our independent registered public accounting firm; · review and confirm the independence of the external auditors by obtaining statements from the auditors on relationships between the auditors and the company, including non-audit services, and discussing the relationships with the auditors; · review and discuss with management and our independent registered public accounting firm, prior to release to the general public and legal and regulatory agencies, our annual audited financial statements and quarterly financial statements, including disclosures contained in our Annual Report on Form 10-K under the section heading “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and matters required to be reviewed under applicable legal, regulatory or public company exchange listing requirements; · consider the effectiveness of our internal control over annual and interim financial reporting, and understand the scope of internal and external auditors’ review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management’s responses; · review the effectiveness of the internal audit function, including compliance with The Institute of Internal Auditors’ Standards for the Professional Practice of Internal Auditing; · review management's report on internal control over financial reporting and discuss with management and the independent registered public accounting firm any significant deficiencies or material weaknesses in the design or operation of our internal controls; · retain outside counsel, accountants or others to advise the committee or assist in the conduct of an investigation; and · seek any information it requires from employees or external parties and meet with company officers, external auditors or outside counsel, as necessary. A copy of the full text of the Audit Committee Charter can be found on our website at www.odysseygi.com. The Audit Committee is comprised of three independent directors: John P. Gandolfo (Chair) and our financial expert; and Jerome H. Casey and Jeffrey Conroy. The Audit Committee was formed in October 2019 and met four times in fiscal 2021. 50 The Compensation Committee The Compensation Committee was established to support the Board in fulfilling its fiduciary responsibilities relating to compensation of our executive officers, the adoption of policies that govern our compensation and benefit programs, oversight of plans for executive officer development and succession and ensuring compliance with regulatory bodies where applicable. The Compensation Committee is responsible for overseeing the compensation of our employees, including equity-based plans, and employee benefit plans and practices, including the compensation and benefits of our executive officers. The Compensation Committee also administers our Amended and Restated 2021 Omnibus Stock Incentive Plan. In fulfilling the duties outlined in its charter, the Compensation Committee, among other things, shall: · assist the Board in establishing CEO annual goals and objectives and recommend the CEO’s annual compensation including salary, bonus, incentive and equity compensation, as applicable, to the other independent members of the Board for approval; · review the structure and competitiveness of our CEO’s compensation programs considering the following factors: (i) the attraction and retention of the CEO; (ii) the motivation of the CEO to achieve our business objectives; and (iii) the alignment of the interests of the CEO with the long-term interests of our stockholders; · oversee the evaluation of the performance of our other executive officers and approve the annual compensation, including salary, bonus, incentive and equity compensation, for executive management; · review the structure and competitiveness of our executive compensation programs considering the following factors: (i) the attraction and retention; (ii) the motivation of executive management to achieve our business objectives; and (iii) the alignment of the interests of executive management with the long-term interests of our stockholders; and · with respect to SEC reporting requirements, review and discuss with management our compensation discussion and analysis, and oversee the preparation of, and approve, the Compensation Committee's report on executive compensation to be included in our proxy statement. The Compensation Committee currently has three independent members: Jeffrey Conroy (Chair), John P. Gandolfo and Ricky W. Richardson. The Compensation Committee was formed in October 2019 and met two times in fiscal 2021. Pursuant to its charter, the Compensation Committee has the authority, to the extent it deems necessary or appropriate, to retain compensation consultants, independent legal counsel or other advisors and has the authority to approve the fees and other retention terms with respect to such advisors. From time to time the Compensation Committee may engage compensation consultants to advise it on certain matters. A copy of the full text of the Compensation Committee Charter can be found on our website at www.odysseygi.com. Compensation Committee Interlocks and Insider Participation During fiscal 2021, the Compensation Committee was comprised of three independent directors: Jeffrey Conroy (Chairman) and John P. Gandolfo, Ricky W. Richardson and Dr. Jacob W. Vanlandingham, a non-independent director. No officer of the Company is on the board or compensation committee of any other company where a member of the Odyssey Compensation Committee is an officer. 51 The Corporate Governance and Nominating Committee The Corporate Governance and Nominating Committee was established to support the Board in fulfilling its fiduciary duties to appoint the best-qualified candidates for the Board, and CEO positions. In fulfilling the duties outlined in its charter, the Corporate Governance and Nominating Committee, among other things, shall: · identify individuals qualified to become members of our Board and select director nominees to be presented for stockholder approval at our annual meeting of stockholders; · review nominations against the selection criteria established by this Committee and develop a slate of nominees that represents those criteria for board selection; · vet all candidates to ensure that they have the proper competencies, experience and willingness to fulfill their duties and responsibilities as board directors; and · ensure that the board composition reflects the necessary criteria that meets best practices for independence and diversity. The Corporate Governance and Nominating Committee will consider recommendations for directorships submitted by stockholders. Stockholders who wish the Corporate Governance and Nominating Committee to consider their directorship recommendations should submit their recommendations in writing to Odyssey Group International, Inc., 2372 Morse Avenue, Irvine, CA 92614, Attn: Chairman of the Corporate Governance and Nominating Committee. Recommendations by stockholders that are made in accordance with these procedures will receive the same consideration given to nominations made by the Corporate Governance and Nominating Committee. Nominees may be suggested by directors, members of management, stockholders or, in some cases, by a third-party firm. In identifying and considering candidates for nomination to the Board, the Corporate Governance and Nominating Committee considers a candidate's quality of experience, the needs and the range of talent and experience represented on our Board. In evaluating particular candidates, the Corporate Governance and Nominating Committee will review the nominee's qualifications to ensure that they have the proper competencies, experience and willingness to fulfill their duties and responsibilities as board directors. The Corporate Governance and Nominating Committee will also ensure that the board composition reflects the necessary criteria that meets best practices for independence and diversity. During fiscal 2021, the Corporate Governance and Nominating Committee was comprised of three independent directors: Jeffrey Conroy (Chairman) and John P. Gandolfo, Ricky W. Richardson and Dr. Jacob W. Vanlandingham, a non-independent director. The Corporate Governance and Nominating Committee was formed in October 2019 and met two times in fiscal 2021. A full copy of the Corporate Governance and Nominating Committee Charter can be found on our website at www.odysseygi.com. Indemnification of Directors and Officers Sections 78.7502 and 78.751 of the Nevada Revised Statutes provides that directors and officers of Nevada corporations may, under certain circumstances, be indemnified against expenses (including attorneys’ fees) and other liabilities actually and reasonably incurred by them as a result of any suit brought against them in their capacity as a director or officer, if they acted in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. Section 78.7502 of the Nevada Revised Statutes also provides that directors and officers of Nevada corporations also may be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by them in connection with a derivative suit if they acted in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made without court approval if such person was adjudged liable to the corporation. Article VIII of our articles of incorporation provides that we shall, to the fullest extent permitted by the laws of the State of Nevada, indemnify our directors, officers and certain other persons. Article V, Section 1 of our bylaws provides that our directors, officers and certain other persons shall be indemnified and held harmless by us to the fullest extent permitted by the laws of the State of Nevada. 52 Anti-Takeover Effects of Provisions of Nevada State Law We may be or in the future we may become subject to Nevada's control share law. A corporation is subject to Nevada's control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and if the corporation does business in Nevada or through an affiliated corporation. The law focuses on the acquisition of a “controlling interest,” which means the ownership of outstanding voting shares is sufficient, but for the control share law to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors: (1) one-fifth or more but less than one-third, (2) one-third or more but less than a majority, or (3) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others. The effect of the control share law is that the acquiring person, and those acting in association with that person, obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to take away voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law. If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights, is entitled to demand fair value for such stockholder's shares. Nevada's control share law may have the effect of discouraging corporate takeovers. In addition to the control share law, Nevada has a business combination law, which prohibits certain business combinations between Nevada corporations and "interested stockholders" for three years after the "interested stockholder" first becomes an "interested stockholder" unless the corporation's board of directors approves the combination in advance. For purposes of Nevada law, an "interested stockholder" is any person who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term "business combination" is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation's assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders. The effect of Nevada's business combination law is to potentially discourage parties interested in taking control of the company from doing so if it cannot obtain the approval of our Board of Directors. Conflicts of Interest There are no conflicts of interest with any officers, directors or executive staff. 53 Item 11. Executive Compensation The following Summary Compensation Table provides certain summary information concerning the compensation of our named executive officers: Summary Compensation Table The following Summary Compensation Table provides certain summary information concerning the compensation of our Chief Executive Officer and Controller for fiscal years 2021 and 2020. Name and Principal Po sition Year Salary ($) Bonus Stock Awards ($) All Other Compensation Total ($ ) Joseph Michael Redmond 2021 $ 324,740 $ – $ 593,000 (1) $ – $ 917,740 President, Chief Executive Officer and Chairman 2020 161,538 (2) – – – 161,538 Christine M. Farrell 2021 170,643 (3) – 180,000 (4) 4,718 (5) 355,361 Chief Financial Officer and Secretary 2020 15,000 – 448,000 (5) – 463,000 Dr. Jacob Vanlandingham 2021 92,839 20,000 (6) 1,180,000 (7) – 1,292,839 Vice President of Drug Development 2020 – – – – – __________________ (1) In January 2021, we issued RSUs covering 3,000,000 shares of our common stock, with a value of $540,000, which vest equally over 36 months. The shares will be delivered in satisfaction of the vested portion of this award upon the earlier of Mr. Redmond’s cessation of service or a corporate transaction. This amount reflects the grant date fair value of the stock award computed in accordance with FASB ASC Topic 718. See Note 2 Summary of Significant Accounting Policies, of Notes to Financial Statements, for the assumptions used in the valuation. In July 2021, Mr. Redmond received 5.3 million shares of common stock to replace the unissued shares per his November 28, 2018 amended employment agreement. The Company recognized $53,000 of compensation expense related to the 5.3 million shares granted, with a fair value of $0.01 per share, for the year ended July 31, 2021. (2) As of July 31, 2021, Mr. Redmond had accrued salary of $183,846. All accrued salary will be paid either in cash or stock, at a future date. (3) Prior to becoming our Chief Financial Officer on January 1, 2021, Ms. Farrell served as our Controller on a consultant basis and this amount includes $55,000 of consulting fees. (4) In January 2021, we issued RSUs covering 1,000,000 shares of our common stock, with a value of $180,000, which vest equally over 36 months. The shares will be delivered in satisfaction of the vested portion of this award upon the earlier of Ms. Farrell’s cessation of service or a corporate transaction. This amount reflects the grant date fair value of the stock award computed in accordance with FASB ASC Topic 718. See Note 2 Summary of Significant Accounting Policies, of Notes to Financial Statements, for the assumptions used in the valuation. (5) Includes health insurance premiums paid. (6) Dr. Vanlandingham received a signing bonus upon becoming an employee on March 1, 2021 (7) Dr. Vanlandingham received an option for 1,000,000 shares of common stock at an exercise price of $1.18 per share. See Note 2 Summary of Significant Accounting Policies and Note 7 Stock-Based Awards, of Notes to Financial Statements, for the assumptions used in the valuation. 54 Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information regarding outstanding equity awards held by our NEOs as of July 31, 2021. Option Awards Stock Awards Name Grant Date Number of Securities Underlying Unearned Unexercised Options (#) Exercisable Number of Securities Underlying Unearned Exercised Options (#) Unexercisable Option Exercise Price Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Joseph Michael Redmond 1/1/2021 – $ – – 2,416,667 (1) $ 435,000 Christine M. Farrell 1/1/2021 – – – 805,555 (2) 145,000 Jacob Vanlandingham Ph.D. ( 3) 3/1/2021 250,000 750,000 1.18 3/1/2024 – – ______________________ (1) Mr. Redmond was granted 3,000,000 RSUs which vests equally over 36 months. (2) Ms. Farrell was granted 1,000,000 RSUs which vests equally over 36 months. (3) As part of his employment agreement, Dr. Vanlandingham was granted 1,000,000 options at an exercise price of $1.18 per share and vesting as follows: 250,000 shares vest on signing of closing documents, 250,000 shares vest on Phase 1A first dosing of human, 250,000 shares vest on Phase 1B first dosing of human; and 250,000 shares vest upon our being accepted on NASDAQ. Options Exercises and Stock Vested The following table provides information about options exercised and stock awards vested for the NEOs during fiscal 2021. Option Awards Stock Awards Number of Shares Acquired on Exercise Value Realized on Exercise Number of Shares Acquired on Vesting Value Realized on Vesting (1) Joseph Michael Redmond – $ – 583,333 $ 105,000 Christine M. Farrell – – 194,444 35,000 (1) The value realized on vesting was determined based on the fair value of our common stock when the shares vested. 55 Contractual Arrangements Mr. Redmond On January 21, 2021, the Board and Mr. Redmond entered into an employment agreement (the “Agreement”) for a three-year term, subject to one-year renewals. Pursuant to the Agreement, Mr. Redmond receives an initial base salary of $300,000 per year, subject to an increase to $360,000 once the Company has obtained a total of $5,000,000 in funding. Mr. Redmond is eligible to participate in our performance-based cash incentive bonus program. Mr. Redmond has accrued $183,846 in unpaid salary as of July 31, 2021, which will be paid at a future date in either cash or common stock. Mr. Redmond is eligible to receive a bonus for each calendar year during the term of the Agreement, of between 50% and 150% of Base Salary , commencing with the 2021 calendar year, based on the attainment of individual and corporate performance goals and targets established by mutual agreement between the Board and Mr. Redmond prior to January 31 st of each calendar year. In connection with this Agreement, Mr. Redmond was granted RSUs covering 3,000,000 shares of o ur common stock, vesting in equal monthly installments over 36 months, with accelerated vesting upon a change in control. In addition, the Agreement provides for certain payments and benefits in the event of a termination of Mr. Redmond’s employment under specific circumstances. If, during the term of the Agreement, his employment is terminated by us other than for “cause,” or he resigns for “good reason”, he would be entitled to continuation of his base salary at the rate in effect immediately prior to the termination date for the greater of (x) the time remaining in the current term (i.e. the initial term or a subsequent term) or (y) 24 months following the termination date (the “Severance Period”). The Company will continue to pay for Mr. Redmond’s health and dental coverage for the shorter of (x) the severance period or (y) the maximum period permissible under COBRA. In addition, he would receive eighty percent (80%) percent of the maximum amount of his annual bonus for the calendar year in which the termination occurs, paid generally at the same time as other executives receive their bonuses. The Company will also assign any outstanding life insurance policies on Mr. Redmond’s life to Mr. Redmond, provided that he continue to pay applicable premiums to continue coverage. The unvested portion of any outstanding options or restricted stock units will vest upon such termination of employment. Under the Agreement, “Cause” means generally that Mr. Redmond (x) pleads guilty or is convicted of a felony, in connection with the performance of his obligations to the Company, which materially and adversely affects his ability to perform such obligations, or (y) the commission and conviction by Mr. Redmond of an act of fraud or embezzlement against the Company. “Good Reason” means generally the material breach by the Company of the Agreement; a reduction in base salary or benefits; a diminution of title or responsibilities; a change in the reporting line such that Mr. Redmond no longer reports directly to the Board; the assignment to Mr. Redmond of duties not commensurate with his position as CEO; a failure by the Company to reappoint Mr. Redmond to a position held prior to a change in control; elimination by the Company of equity-based compensation without providing equivalent substitutes thereunder; the substantial diminution of Mr. Redmond’s fringe benefits; the mandatory relocation of Mr. Redmond’s principal residence in order to continue to serve as CEO; or the failure by the Company to require a successor entity to assume the Agreement. Under the Agreement, Mr. Redmond is generally subject to a non-compete and non-solicit during his employment and for the duration of the Severance Period. 56 Ms. Farrell On January 21, 2021, the Board and Ms. Farrell entered into an employment agreement (the “CFO Agreement”) for a three-year term, as Chief Financial Officer, subject to one-year renewals. Ms. Farrell will initially receive a base salary of $120,000 per year, subject to an increase to $200,000 once the Company has obtained a total of $5,000,000 in funding. Ms. Farrell is eligible to receive a bonus for each calendar year during the term of the Agreement of up to 20% of base salary, commencing with the 2021 calendar year, based on the attainment of individual and corporate performance goals and targets established by the Board. In connection with the CFO Agreement, Ms. Farrell was granted RSUs covering 1,000,000 shares of our common stock, vesting in equal monthly installments over 36 months, with accelerated vesting upon a change in control . In addition, the CFO Agreement provides for certain payments and benefits in the event of a termination of Ms. Farrell’s employment under specific circumstances. If, during the term of the CFO Agreement, her employment is terminated by us other than for “cause,” or she resigns for “good reason,” she would be entitled to continuation of her base salary at the rate in effect immediately prior to the termination date for the greater of (x) the time remaining in the current term (i.e. the initial term of a subsequent term) or (y) 6 months following the termination date (the “CFO Severance Period”). The Company will continue to pay for Ms. Farrell’s health and dental coverage for the shorter of (x) the severance period or (y) the maximum period permissible under COBRA. In addition, she would receive eighty percent (80%) percent of the maximum amount of her annual bonus for the calendar year in which the termination occurs, paid generally at the same time as other executives receive their bonuses. The Company will also assign any outstanding life insurance policies on Ms. Farrell’s life to Ms. Farrell, provided that she continue to pay applicable premiums to continue coverage. The unvested portion of any outstanding options or restricted stock units will vest upon such termination of employment. Under the Agreement, “Cause” means generally that Ms. Farrell (x) pleads guilty or is convicted of a felony, in connection with the performance of her obligations to the Company, which materially and adversely affects her ability to perform such obligations, or (y) the commission and conviction by Ms. Farrell of an act of fraud or embezzlement against the Company. “Good Reason” means generally the material breach by the Company of the CFO Agreement; a 20% reduction in base salary; a failure by the Company to reappoint Ms. Farrell to a position held prior to a change in control; elimination by the Company of equity-based compensation without providing equivalent substitutes thereunder; the substantial diminution of Ms. Farrell’s fringe benefits; the mandatory relocation of Ms. Farrell’s principal residence in order to continue to serve as CFO; or the failure by the Company to require a successor entity to assume the CFO Agreement. Under the Agreement, Ms. Farrell is generally subject to a non-compete and non-solicit during her employment and for the duration of the Severance Period. Dr. Vanlandingham Employment Agreement On March 1, 2021, as part of the Prevacus, Inc. Asset Purchase Agreement, Dr. Jacob W. Vanlandingham was hired as Vice President of Drug Development. In connection with his hiring, Dr. Vanlandingham received an annual base salary of $240,000 and he was granted 1,000,000 stock options with 250,000 shares vested upon signing of closing documents on March 1, 2021, 250,000 shares vest on Phase 1A of first dosing of human with PRV-002 neurosteroid for concussions, 250,000 on Phase 1B first dosing of humans and 250,000 upon our being accepted on NASDAQ. In addition, the Agreement provides for certain payments and benefits in the event of a termination of Dr. Vanlandingham’s employment under specific circumstances. If, during the term of the Agreement, her employment is terminated by us other than for “cause,” death or disability (each as defined in his agreement), she would be entitled to continuation of her base salary at the rate in effect immediately prior to the termination date for four months following the termination date. “Good Reason” means generally the material breach by the Company of the Agreement; a 20% reduction in base salary; a failure by the Company to reappoint Dr. Vanlandingham to a position held prior to a change in control; elimination by the Company of equity-based compensation without providing equivalent substitutes thereunder; the substantial diminution of Dr. Vanlandingham’s fringe benefits; the mandatory relocation of Dr. Vanlandingham’s principal residence in order to continue to serve as Vice President of Drug Development. Under the Agreement, Dr. Vanlandingham is generally subject to a non-compete and non-solicit during his employment and for the duration of the Severance Period. 57 Director Compensation At this time, members of our Board do not receive cash compensation for service on our Board, nor on any committee thereof. They receive restricted stock units upon becoming a director and each year thereafter. In addition, they may be reimbursed for certain expenses in connection with attendance at meetings of our Board and committees thereof. Initial Equity Grant Upon joining our Board, we have historically granted to each new director restricted stock units (“RSUs”) for 500,000 shares of our common stock. 200,000 shares vest upon becoming a Board member, 200,000 shares vest on the first anniversary and 100,000 shares vest on the second anniversary, subject to acceleration upon a corporate transaction, provided in each that the director is in the continuous service of the Company through the vesting event. The exception to this was the grant of one million shares of our common stock outright to Dr. Vanlandingham, who was appointed for a two-year period upon the signing of the Prevacus, Inc. Asset Purchase agreement on June 25, 2019. Board Service Equity Grant At our annual meeting held on September 14, 2021, the stockholders approved the Amended and Restated 2021 Omnibus Stock Incentive Plan, which grants Board members who have been elected to receive 500,000 RSUs immediately following the Annual Meeting (other than Mr. Richardson who received an initial equity grant upon joining the Board in May 2021), that vest monthly over 12 months from the date of grant, subject to acceleration upon a corporate transaction or the director’s death, provided in each case that the director is in the continuous service of the Company through the vesting event. Generally, shares are delivered in respect of vested director equity grants upon the earlier of a director’s cessation of service or a corporate transaction. Director Compensation Table The following table shows information regarding the compensation earned or paid during fiscal 2021 to non-employee directors who served on the board of directors during the year: Name Stock Awards ($) (1)(2) Total ($) Jerome H. Casey $ – $ – Jeffrey Conroy – – John P. Gandolfo – – Ricky W. Richardson 365,000 365,000 _______________________ (1) The vesting of Mr. Richardson’s 500,000 share RSU grant is as follows: 200,000 shares vested May 6, 2021, 200,000 vest on May 6, 2022 and 100,000 shares vest on May 6, 2023, subject to Mr. Richardson’s continuous service on our Board of Directors through the applicable vesting dates. If not forfeited, vesting of the RSUs will be accelerated and will vest in full immediately upon the closing of a Corporate Transaction, provided that Mr. Richardson provides Continuous Service through the date such Corporate Transaction is closed. Vested Units will be settled by delivering a number of shares equal to the number of vested RSUs on the earlier of the date on which Mr. Richardson’s Continuous Service ends, or the closing of a Corporate Transaction. (2) The amounts in this column reflect the grant date fair value of directors' stock awards for fiscal year 2021 computed in accordance with FASB ASC Topic 718. See Note 2 Summary of Significant Accounting Policies, of Notes to Financial Statements, for the assumptions used in the valuation. Limitation of Liability and Indemnification Matters Our articles of incorporation contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Nevada law. Our articles of incorporation and bylaws authorize our company to provide indemnification to our directors and officers and persons who are or were serving at our request as a director, officer, manager or trustee of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise to the fullest extent permitted by Nevada law. Our articles of incorporation and bylaws also authorize our company, by action of our board of directors, to provide indemnification to employees and agents of our company and persons who are serving or did serve at our request as an employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise with the same scope and effect as provided to our directors and officers as described above. 58 No pending litigation or proceeding involving a director, officer, employee or other agent of our company currently exists as to which indemnification is being sought. We are not aware of any threatened litigation that may result in claims for indemnification by any director, officer, employee or other agent of our company. We anticipate obtaining director and officer liability insurance with respect to possible director and officer liabilities arising out of certain matters, including matters arising under the Securities Act. See “Disclosure of SEC Position on Indemnification for Securities Act Liabilities.” Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters Beneficial ownership is determined in accordance with the rules of the SEC. The following tables set forth certain information concerning the beneficial ownership of our common stock at October 29, 2021, by: (i) each person known by us to own beneficially more than 5% of our outstanding capital stock; (ii) each of the directors and named executive officers; and (iii) all current directors and executive officers as a group. Unless otherwise indicated, the principal address of each of the stockholders below is c/o Odyssey Group International, Inc., 2372 Morse Avenue, Irvine, CA 92614. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock held by them. Name of Beneficial Owner Address of Beneficial Owner Number of Shares Beneficially Owned* Percentage of Class** Prevacus, Inc. (1) 1400 Village Square Blvd Suite 3 #414 Tallahassee, FL 32312 8,000,000 8.8% LBL Professional Consulting, Inc. (2) 26895 Aliso Creek Rd. B89 Aliso Viejo, CA92656 7,500,000 8.2% Market Group International (3) 1 Technology Ste 515 Irvine, CA 92618 6,700,000 7.4% Adwin LLC (4) 75-378 Nani Kailua Dr. Kailua Kona, HI 96740 5,000,000 5.5% Eco Scientific, Inc. (5) 16 Technology Ste 205 Irvine, CA 92618 5,000,000 5.5% Northern Gates 13295 S Sweet Caroline Dr, #B Riverstone, UT 84065 5,000,000 5.5% Regal Growth LLC (6) 2309 Valleyfield Ave. Thousand Oaks, CA 91360 5,000,000 5.5% Yellow Jade Investment, LLC 1500 Lynman Ave. Thousand Oaks, CA 91360 5,000,000 5.5% Joseph Michael Redmond, President, CEO and Chairman (7) 11,00,000 12.0% Jacob W. Vanlandingham, Director (1) 9,500,000 10.4% Christine M. Farrell, Chief Financial Officer and Secretary (8) 633,333 *** Jerome H. Casey, Director (9) 625,000 *** Jeffrey Conroy, Director (9) 625,000 *** John P. Gandolfo, Director 625,000 *** Ricky W. Richardson, Director 200,000 *** Directors and Executive Officers as a Group (7 persons) 23,208,333 24.4% _______________ * Beneficial ownership is determined in accordance with the rules of the SEC that generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities. Common stock subject to equity awards that are currently exercisable or exercisable or vest within 60 days of the date of October 29, 2021 are deemed to be outstanding and to be beneficially owned by the person or group holding such awards for the purpose of computing the percentage ownership of such person or group but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group. Unless otherwise indicated, voting and investment power are exercised solely by the person named above or shared with members of such person’s household. ** Percent of class is calculated on the basis of 91,015,650 shares outstanding on October 29, 2021, plus the number of shares the person has the right to acquire within 60 days of October 29, 2021. *** Less than 5%. 59 (1) Dr. Vanlandingham is the beneficial owner of Prevacus, Inc. which holds 8,000,000 shares of common stock. Includes 500,000 stock options vesting within 60 days. (2) Based on historic records, LBL Professional Consulting, Inc. is 100% beneficially owned and of record by Marla Nelson. Ms. Nelson has sole voting and investment power in the shares of Odyssey common stock. (3) Based on historic records, Market Group International is 100% beneficially owned and of record by Robert VanBoren. Mr. VanBoren has sole voting and investment power in the shares of Odyssey common stock. (4) Based on historic records, Adwin LLC is 100% beneficially owned and of record by Pablo Penaloza. Mr. Penaloza has sole voting and investment power in the shares of Odyssey common stock. (5) Based on historic records, Eco Scientific, Inc. is 100% beneficially owned and of record by Steve Miller, former CEO of the Company. Mr. Miller has sole voting and investment power in the shares of Odyssey common stock. (6) Based on historic records, Regal Growth LLC is 100% beneficially owned and of record by Grace Reininger. Ms. Reininger has sole voting and investment power in the shares of Odyssey common stock. (7) Includes 166,667 RSUs vesting within 60 days. Mr. Redmond received 5.3 million shares of common stock to replace the unissued shares per his November 28, 2018 amended employment agreement. (8) Includes 55,556 RSUs vesting within 60 days. (9) Includes 83,333 RSUs vesting within 60 days. 60 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors and 10% shareholders to file reports of ownership and changes in ownership with the SEC. Officers, directors and 10% shareholders are required by SEC regulations to furnish us with all Section 16(a) reports they file. Based solely on our review of the copies of such reports we received and written representations from our officers, directors and 10% shareholders, we believe that all required reports were timely filed in fiscal 2021, except for the following: · Mr. Vanlandingham failed to timely file on Form 4 related to his employment in March 2021; and · Mr. Richardson failed to timely file on Form 3 related to becoming a board member in May 2021. Item 13. Certain Relationships and Related Transactions, and Director Independence Due to Officers and Executives The following amounts were due to our officers for reimbursement of expenses and were included in Accounts payable on our Balance Sheets: July 31, 2021 2020 Joseph M. Redmond, CEO $ 2,568 $ 2,304 Christine Farrell, CFO – 25,598 $ 2,568 $ 27,902 The amount of accrued salary due to Mr. Redmond for his services from November 2017 to July 2021 was included in Accrued wages on our Balance Sheet and was as follows: Balance at July 31, 2019 $ 181,538 Salary accrued 163,846 Payments made (161,538 ) Balance at July 31, 2020 183,846 Salary accrued – Payments made – Balance at July 31, 2021 $ 183,846 Accrued payroll from July 18, 2021 to July 31, 2021 of $13,846 which was paid on August 6, 2021, is not reflected above but is included as accrued wages on the Balance Sheet. Related Party Transaction In January 2021, we issued RSUs covering 4,000,000 shares of our common stock, with a value of $720,000, to two officers which vest equally over 36 months. These amounts are being expensed over the life of the awards and $140,000 was expensed to General and administrative expenses during the fiscal year ended July 31, 2021. As of July 31, 2021, $580,000 remained to be expensed in future periods. Upon joining our Board, we have granted to each new director RSUs for 500,000 shares of our common stock. 200,000 shares vest upon becoming a Board member, 200,000 shares vest on the first anniversary and 100,000 shares vest on the second anniversary, subject to acceleration upon a corporate transaction, provided in each that the director is in the continuous service of the Company through the vesting event. The exception to this was the grant of one million shares of our common stock outright to Dr. Vanlandingham, who was appointed for a two-year period upon the signing of the Prevacus, Inc. Asset Purchase agreement on June 25, 2019. These amounts are being expensed over the life of the awards and $547,255 and $1,998,750, respectively, were expensed to General and administrative expense in fiscal 2021 and 2020. As of July 31, 2021, $263,164 remained to be expensed in future periods. 61 On November 7, 2017, Mr. Redmond entered into an employment agreement with the Company. As part of the employment agreement, Mr. Redmond was granted 25 million shares of common stock that vesting equally upon FDA submission of CardioMap, FDA approval for CardioMap and the raising of $2 million for further CardioMap development. Mr. Redmond could not sell the shares for two years or until the Company reached $10 million in revenues. Mr. Redmond was granted options for 15 million shares with a strike price of $0.25 per share that vest equally upon the Company’s revenue reaching $5 million, $10, million and $15 million. The vesting accelerated based upon a change of control. None of these conditions were met and the options were canceled in September 2020. On February 16, 2018, the employment agreement was amended granting Mr. Redmond 10 million shares of common stock. No other provision of the employment contract was amended and the amendment was explicit on that provision. On November 28, 2018, the employment agreement was again amended to include 4.7 million of the 10 million shares to be provided by the Company and 5.3 million to be provided by Green Energy Alternatives, LLC, which shares were returned to treasury in June 2021. No other provision of the employment contract was amended and the amendment was explicit on that provision. On July 31, 2021, Mr. Redmond received 5.3 million shares of common stock to replace the unissued shares per his November 28, 2018 amended employment agreement. The Company recognized $53,000 of compensation expense related to the 5.3 million shares granted, with a fair value of $0.01 per share, for the year ended July 31, 2021. On March 1, 2021, as part of the Prevacus APA and Dr. Vanlandingham’s employment agreement, Dr. Vanlandingham was granted 1,000,000 stock options with a fair market value of $941,000. 250,000 shares vested on signing of closing documents; 250,000 shares vest on Phase 1A first dosing of human, 250,000 shares vest on Phase 1B first dosing of human; and 250,000 shares vest upon us being accepted on NASDAQ. This amount is being expensed over the life of the awards and $587,234 was expensed to General and administrative expenses in the fiscal year ended July 31, 2021. In March and May 2021, the Company entered in a letter agreement loan with Prevacus Inc. for $2,500 and $5,000, respectively. The loan has an annual interest rate of 3% per annum and principal and interest are due June 2021. At July 31, 2021, the loans have not been repaid and continue to accrue interest. Director Independence Under the rules of the national securities exchanges, a majority of a listed company’s board of directors must be comprised of independent directors, and each member of a listed company’s audit, compensation, and nominating and corporate governance committees must be independent as well. Under the same rules, a director will only qualify as an “independent director” if that company’s board of directors affirmatively determines that such director has no material relationship with that company, either directly or as a partner, stockholder or officer of an organization that has a relationship with that company. We evaluate independence by the standards for director independence established by applicable laws, rules, and listing standards including, without limitation, the standards for independent directors established by the NASDAQ National Market, and the Securities and Exchange Commission. Our Board has determined Messrs. Casey, Conroy, Gandolfo and Richardson are “independent directors” as defined in the NASDAQ listing standards and applicable SEC rules. In addition, we determined that the members of our audit committee satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended. In order to be considered to be independent for purposes of Rule 10A-3, no member of the audit committee may, other than in his capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the company or any of its subsidiaries or (2) be an affiliated person of the company or any of its subsidiaries. 62 Item 14. Principal Accountant Fees and Services The following table summarizes the aggregate fees for professional audit and other services rendered by Turner, Stone and Company: Year Ended July 31, 2021 2020 Audit fees (1) $ 99,554 $ 65,914 Audit-related fees (2) 11,050 – Taxation services – – Accounting and other services – – Total $ 110,604 $ 65,914 (1) Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements. (2) Audit-related fees for professional services provided in connection with our S-1 and S-3 filings. The Board of Directors has reviewed and discussed with management and TSC, our independent registered public accounting firm, the audited financial statements contained in our Annual Report on Form 10-K for the fiscal year ended July 31, 2021. The Board has also discussed with the auditors the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of our financial statements. The Board has received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and has discussed with our auditors its independence from the Company. The Board has considered whether the provision of services other than audit services is compatible with maintaining auditor independence. Based on the review and discussions referred to above, the Board approved the inclusion of the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2021 for filing with the SEC. Pre-Approval Policies The Board's policy is to pre-approve all audit services and all permitted non-audit services (including the fees and terms thereof) to be provided by our independent registered public accounting firm; provided, however, pre-approval requirements for non-audit services are not required if all such services (1) do not aggregate to more than five percent of total revenues paid by us to our accountant in the fiscal year when services are provided; (2) were not recognized as non-audit services at the time of the engagement; and (3) are promptly brought to the attention of the Board and approved prior to the completion of the audit. 63 PART IV Item 15. Exhibits The following list is intended to constitute the exhibit index. EXHIBIT INDEX Exhibit Number Exhibit Description 3.1 Articles of Incorporation of Odyssey Group International, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed on December 8, 2014).* 3.2 Bylaws of Odyssey Group International, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed on December 8, 2014).* 5.1 Opinion of Brinen & Associates, LLC.** 10.1 Form of Odyssey Group International, Inc. Subscription Agreement for Common Stock (incorporated by reference to Exhibit 10.1 to the Company’s Amendment No. 2 of the Registration Statement on Form S-1/A filed on February 26, 2015).* 10.2 Distribution Agreement, effective as of August 1, 2014, by and between Odyssey Group International, Inc. and Well-med Global LLC (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed on December 8, 2014).* 10.3 Contribution Agreement by and among Odyssey Group International, Inc., and each of Market Group International, Inc., EcoScientific, Inc., Adwin, Inc., and Regal Growth, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Amendment No. 2 of the Registration Statement on Form S-1/A filed on February 26, 2015).* 10.4 Employment Agreement, dated January 21, 2021 by and between Odyssey Group International, Inc. and Joseph Michael Redmond (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 26, 2021).*, *** 10.5 License Transfer Agreement, effective as of January 31, 2019, by and between Odyssey Group International, Inc. and Electromedica, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed on November 23, 2020).* 10.6 Master Agreement for a Joint Venture and Intellectual Property Purchase Agreement, effective as of June 26, 2019, by and among Odyssey Group International, Inc. and Prevacus, Inc. (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 filed on November 23, 2020).* 10.7 Intellectual Property Purchase Agreement, effective as of June 26, 2019, by and among Odyssey Group International, Inc., James De Luca and Murdock Capital Partners (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed on November 23, 2020)).* 10.8 Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 11, 2020).* 10.9 Form of Warrant to Purchase Common Stock of Odyssey Group International, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 11, 2020).* 10.10 Common Stock Purchase Warrant for the Purchase of 550,000 Shares of Common Stock of Odyssey Group International, Inc. issued to A.G.P./Alliance Group Partners, effective August 6, 2020** 10.11 Securities Purchase Agreement, dated August 14, 2020, by and between Odyssey Group International, Inc. and Labrys Fund, LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 14, 2020).* 10.12 12% Self-Amortization Promissory Note issued to Labrys Fund, LP on August 14, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 14, 2020).* 10.13 Purchase Agreement, dated August 14, 2020, by and between Odyssey Group International, Inc. and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 17, 2020).* 10.14 Registration Rights Agreement, dated August 14, 2020, by and between Odyssey Group International, Inc. and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 17, 2020).* 10.15 Amendment No. 1 to Purchase Agreement, dated August 14, 2020, by and between Odyssey Group International, Inc. and Lincoln Park Capital fund, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 19, 2020).* 64 10.16 Securities Purchase Agreement with LGH Investments, LLC. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 15, 2020). * 10.17 Prevacus Asset Agreement. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on January 8, 2021).* 10.18 Amendment No. 1 to the Warrant Agreement, dated December 11, 2020, by and between Odyssey Group International, Inc. and LGH Investments, LLC. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 28, 2021). * 10.19 Securities Purchase Agreement with LGH Investments, LLC. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 7, 2021). * 10.20 LGH Investments, LLC Settlement Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on June 21, 2021) 10.21 Securities Purchase Agreement, dated October 18, 2021 by and between Odyssey Group International, Inc. and Tysadco Partners LLC. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 1, 2021).* 10.22 Submission of Matters to a Vote of Security Holders. (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 15, 2021).* 10.23 Securities Purchase Agreement, dated October 18, 2021 by and between Odyssey Group International, Inc. and Tysadco Partners LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 21, 2021).* 10.24 Warrant, dated October 18, 2021 issued to Tysadco Partners LLC. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 21, 2021).* 10.25 Amended Securities Purchase Agreement, dated October 18, 2021 by and between Odyssey Group International, Inc. and Tysadco Partners LLC. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed on October 26, 2021).* 10.26 Securities Purchase Agreement, dated October 22, 2021 by and between Odyssey Group International, Inc. and Lincoln Park Capital, LLC. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 26, 2021).* 10.27 Warrant dated October 22, 2021 issued to Lincoln Park Capital, LLC. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 26, 2021).* 14.1 Odyssey Group International, Inc. Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K filed on October 23, 2019).* 16.1 Letter from Piercy Bowler Taylor & Kern, CPAs to the Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on August 06, 2020).† 16.1 Letter from BDO USA, LLP to the Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on October 27, 2020).† 23.1 Consent of Turner, Stone and Company, LLP** 23.2 Consent of Piercy Bowler Taylor & Kern. Certified Public Accountants** 23.3 Consent of Brinen & Associates, LLC (included in Exhibit 5.1 herein).** 24.1 Power of Attorney (included on the signature page to this prospectus). 31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer ** 31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer ** 32.1 Section 1350 Certification of Chief Executive Officer ** 32.2 Section 1350 Certification of Chief Financial Officer ** 101.INS XBRL Instance Document ** 101.SCH XBRL Schema Document ** 101.CAL XBRL Calculation Linkbase Document ** 101.DEF XBRL Definition Linkbase Document ** 101.LAB XBRL Label Linkbase Document ** 101.PRE XBRL Presentation Linkbase Document ** † Previously furnished. * Previously filed. ** Filed herewith. *** Indicates a management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary None 65 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 October 29, 2021. ODYSSEY GROUP INTERNATIONAL, INC. By: /s/ Joseph Michael Redmond Joseph Michael Redmond Chief Executive Officer, President and Director (Principal Executive Officer) In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Joseph Michael Redmond Chief Executive Officer, President, Director October 29, 2021 Joseph Michael Redmond (Principal Executive Officer) /s/ Christine M. Farrell Chief Financial Officer and Secretary October 29, 2021 Christine M. Farrell (Principal Financial and Accounting Officer) /s/ Jerome Casey Director October 29, 2021 Jerome Casey /s/ Jeffrey Conroy Director October 29, 2021 Jeffrey Conroy /s/ John P. Gandolfo Director October 29, 2021 John P. Gandolfo /s/ Ricky W. Richardson Director October 29, 2021 Ricky W. Richardson 66