ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 1, 2022, Odyssey NeuroPharma, Inc. (the "Company"), a wholly-owned
subsidiary of Odyssey Health, Inc., a Nevada Corporation ") entered into
employment agreements with Mr. Erik Emerson and Mr. Greg Gironda (the
"Executives" "Executives"). See Item 5.02 below for a description of the
agreements.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Mr. Emerson Employment Agreement
On November 1, 2022, the Company and Mr. Emerson entered into an employment
agreement (the "Agreement") for a one (1) year term as Chief Commercial Officer.
The Executive agrees to devote the energies and skills to the discharge of the
duties and responsibilities attributable to the position, and to this end will
devote 33 and 1/3 percent of business time and attention to the business and
affairs of the Company and its affiliated entities. During the employment term,
and subject to raising funds, the Company shall pay Mr. Emerson a minimum annual
base salary of One Hundred Twenty-Five Thousand Dollars ($125,000) ("Base
Salary"). The Base Salary will not begin to be payable until such time that the
Company has raised a cumulative of Five Million Dollars ($5,000,000) in funding.
Thereafter, the Base Salary will be paid to the Executive. Mr. Emerson will be
granted stock options covering Six Hundred Thousand (600,000) shares of our
common stock, vesting as follows: One Hundred Twenty-Five Thousand (125,000)
vest upon signing of this agreement; Three Hundred Thousand (300,000) vest upon
a financing by the Company in the amount of five Million Dollars ($5,000,000) or
more; and One Hundred Seventy-Five Thousand (175,000) vest upon the listing of
the Company on a national exchange such as Nasdaq or the NYSE. In the event of a
Change of Control of the Company, the stock options will become fully vested and
exercisable.
Mr. Gironda Employment Agreement
On November 1, 2022, the Company and Mr. Gironda entered into an employment
agreement (the "Agreement") for a one (1) year term as Chief Operations Officer.
The Executive agrees to devote the energies and skill to the discharge of the
duties and responsibilities attributable to the position, and to this end will
devote 33 and 1/3 percent of business time and attention to the business and
affairs of the Company and its affiliated entities. During the employment term,
and subject to raising funds, the Company shall pay the Mr. Gironda a minimum
annual base salary of One Hundred Twenty-Five Thousand Dollars ($125,000) ("Base
Salary"). The Base Salary will not begin to be payable until such time that the
Company has raised a cumulative of $5,000,000 in funding. Thereafter the Base
Salary will be paid to the Executive. Mr. Gironda will be granted stock options
covering Six Hundred Thousand (600,000) shares of our common stock, vesting as
follows: One Hundred Twenty-Five Thousand (125,000) vest upon signing of this
agreement; Three Hundred Thousand (300,000) vest upon a financing by the Company
in the amount of five Million Dollars ($5,000,000) or more; and One Hundred
Seventy-Five Thousand (175,000) vest upon the listing of the Company on a
national exchange such as Nasdaq or the NYSE. In the event of a Change of
Control of the Company, the stock options will become fully vested and
exercisable.
Mr. Emerson and Mr. Gironda have also agreed to customary restrictions with
respect to the disclosure and use of the Company's confidential information, and
have agreed that work product or inventions developed or conceived by them while
employed with the Company relating to its business is the Company's property.
The foregoing description of the employment agreements is a summary and is
qualified in its entirety by reference to the employment agreements which are
attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated by
reference herein.
2
Item 7.01 Regulation FD Disclosure
Attached is a copy of a press release being issued by the Company relating to
the above-referenced matter, a copy of which is attached as Exhibit as 99.1 and
is hereby incorporated.
Item 8.01 Other Material Event
On November 3, 2022, Odyssey Health, Inc. (OTC: ODYY), f/k/a Odyssey Group
International, Inc. (the "Company" or "Odyssey"), a medical technology company
focused on developing unique, life-saving medical products, is pleased to
announce its continued commitment to the newly formed entity, Odyssey
NeuroPharma, with the expansion of its executive team.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
10.1 Employment Agreement by and between Odyssey Group International, Inc.
and Erik Emerson, dated November 1, 2022.
10.2 Employment Agreement by and between Odyssey Group International, Inc.
and Greg Gironda, dated November 1, 2022.
99.1 Press Release
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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