ODYSSEY HEALTH, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On December 29, 2022, Odyssey Health, Inc., f/k/a Odyssey Group International, Inc. (the "Company"), entered into Amendment No. 4 to the Convertible Promissory Note (the "Amendment") to the Securities Purchase Agreement dated April 5, 2021, with LGH Investments, LLC ("LGH"). Pursuant to the Amendment, the parties have agreed to extend the maturity date of the note to March 31, 2023. As consideration, the Company shall paydown thirty-five thousand ($35,000) towards the principal amount outstanding and fifty thousand ($50,000) shall be added to the principal amount outstanding. All other terms and conditions remain the same.

On December 30, 2022, the Company entered into five Promissory Note Amendments (the "Amendments"), to the Promissory Notes entered into December 21, 2021 and December 22, 2021 and as amended April 20, 2022, June 3, 2022 and September 30, 2022, with three directors and two officers of the Company. Pursuant to the Amendments, the parties have agreed to extend the maturity date of the note to March 31, 2023. All other terms and conditions remain the same.

On December 30, 2022, the Company entered into a Promissory Note Amendment (the "Investor Amendment"), to the Promissory Notes entered into September 21, 2022, with Jonathan Lutz, an accredited investor. Pursuant to the Investor Amendment, the parties have agreed to extend the maturity date of the note to January 31, 2023. All other terms and conditions remain the same.

The Amendment No. 4 and Promissory Notes Amendments are attached as Exhibit 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an

           Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.



Number       Exhibit
10.1           Amendment No. 4 to Convertible Promissory Note
10.2           Form of Amendment No. 4 to Promissory Note
10.3           Amendment No. 1 to Convertible Promissory Note
104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)










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