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Item 1.01
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Entry into a Material Definitive Agreement.
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On August 14, 2020,
Odyssey Group International, Inc. (“Odyssey” or the “Company”) entered into a Purchase Agreement (the “LPC
Purchase Agreement”) and a Registration Rights Agreement (the “RRA”) with Lincoln Park Capital Fund, LLC, an
Illinois limited liability company (“LPC”). Upon the satisfaction of the conditions to the Company’s right to
commence sales under the LPC Purchase Agreement, including the registration of shares of Common Stock issuable under the LPC Purchase
Agreement in accordance with the RRA (the “Commencement” and the date of satisfaction of such conditions the “Commencement
Date”), the Company has the right, in its sole discretion, to sell to LPC up to $10,250,000 in shares of the Company’s
common stock, par value $0.001 per share (“Common Stock”), from time to time over a 36-month period pursuant to the
terms of the LPC Purchase Agreement.
Upon entering
into the LPC Purchase Agreement and RRA, on August 14, 2020, Odyssey sold 602,422 shares of common stock to LPC in an initial
purchase for a total purchase price of $250,000. Thereafter, and subject to the conditions of the LPC Purchase Agreement and
RRA, on any business day and subject to certain customary conditions, the Company may direct LPC to purchase to up to 200,000
shares of Common Stock (such purchases, “Regular Purchases”). The amount of a Regular Purchase may increase up to
100,000 shares of Common Stock under certain circumstances based on the market price of the Common Stock. There are no limits
on the price per share that LPC may pay to purchase Common Stock under the LPC Purchase Agreement, provided that LPC’s
committed obligation under any Regular Purchase shall not exceed $50,000 unless the median aggregate dollar value of the
volume of shares of Common Stock during the 20 consecutive trading day period ending on the date of the applicable Regular
Purchase equals or exceeds $100,000, in which case LPC’s committed obligation under such single Regular Purchase shall
not exceed $500,000. In addition, if the Company has directed LPC to purchase the full amount of Common Stock available as a
Regular Purchase on a given day, it may direct LPC to purchase additional amounts as “accelerated purchases” and
“additional accelerated purchases” as set forth in the LPC Purchase Agreement. The purchase price of shares of
Common Stock will be based on the then prevailing market prices of such shares at the time of sale as described in the LPC
Purchase Agreement.
The LPC Purchase Agreement
limits the Company’s sale of shares of Common Stock to LPC, and LPC’s purchase or acquisition of Common Stock from
the Company, to an amount of Common Stock that, when aggregated with all other shares of Common Stock then beneficially owned by
LPC would result in LPC having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding
shares of Common Stock, as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3
thereunder.
The LPC Purchase Agreement
contains customary representations, warranties, covenants, closing conditions and indemnification and termination provisions by,
among and for the benefit of the parties. LPC has covenanted not to cause or engage in any manner whatsoever, any direct or indirect
short selling or hedging of Common Stock. The LPC Purchase Agreement does not limit the Company’s ability to raise capital
from other sources at its sole discretion; provided, however, that the Company shall not enter into any “Variable Rate Transaction”
as defined in the LPC Purchase Agreement, including the issuance of any floating conversion rate or variable priced equity-like
securities, but excluding any “At-the-Market” offering with a registered broker-dealer, until the later of (i) the
36-month anniversary of the date of the LPC Purchase Agreement, and (ii) the 36-month anniversary of the Commencement Date (if
the Commencement has occurred), in either case irrespective of any earlier termination of the LPC Purchase Agreement. The LPC Purchase
Agreement may be terminated by the Company at any time at its discretion without any cost to the Company.
The Company
intends to use the proceeds from the LPC Purchase Agreement for general corporate purposes, including for working capital,
capital expenditures and for funding additional preclinical development and potentially future clinical development of the
Company’s pipeline candidates. In consideration for entering into the LPC Purchase Agreement, the Company will issue
793,802 shares of Common Stock to LPC .
The foregoing descriptions
of the LPC Purchase Agreement and the RRA are qualified in their entirety by reference to the full text of the LPC Purchase Agreement
and the RRA, a copy of each of which is attached hereto as Exhibit 10.1 and 10.2, respectively.