Item 1.01 Entry into a Material Definitive Agreement.

On March 31, 2023, Odyssey Health, Inc., formerly known as Odyssey Group International, Inc. (the "Company"), entered into Amendment No. 5 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 June 30, 2023. As consideration, twenty thousand ($20,000) shall be added to the principal amount outstanding. All other terms and conditions remain the same.

On March 31, 2023, 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, September 30, 2022 and December 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 June 30, 2023. All other terms and conditions remain the same.

Amendment No. 5 and Promissory Notes Amendments are attached as Exhibit 10.1 and 10.2 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. 5 to the Convertible Promissory Note
10.2           Form of Amendment No. 5 to Promissory Note
104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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