If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (“Securities
Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration
Statement number of the earlier effective Registration Statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of
the earlier effective Registration Statement for the same offering. ☐
If this Form is a Registration Statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act. (Check one):
ABOUT THIS PROSPECTUS
This prospectus is part of a Registration
Statement that we filed with the Securities and Exchange Commission (“SEC”) using a “shelf” registration
process. Under this shelf registration process, we may offer from time-to-time securities having a maximum aggregate offering price
of $75,000,000. Each time we offer securities, we will prepare and file with the SEC a prospectus supplement that describes the
specific amounts, prices and terms of the securities we offer. The prospectus supplement also may add, update or change information
contained in this prospectus or the documents incorporated herein by reference. You should read carefully both this prospectus
and any prospectus supplement together with additional information described below under the caption “Where You Can Find
More Information.”
This prospectus does not contain all the
information provided in the Registration Statement we filed with the SEC. For further information about us or our securities offered
hereby, you should refer to that Registration Statement, which you can obtain from the SEC as described below under “Where
You Can Find More Information.”
You should rely only on the information
contained or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized any other person
to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely
on it. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction
where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus
supplement, as well as information we have previously filed with the SEC and incorporated by reference, is accurate as of the date
of those documents only. Our business, financial condition, results of operations and prospects may have changed since those dates.
We may sell securities through underwriters
or dealers, through agents, directly to purchasers or through any combination of these methods. We and our agents reserve the sole
right to accept or reject in whole or in part any proposed purchase of securities. The prospectus supplement, which we will prepare
and file with the SEC each time we offer securities, will set forth the names of any underwriters, agents or others involved in
the sale of securities, and any applicable fee, commission or discount arrangements with them. See “Plan of Distribution.”
In this prospectus, unless otherwise indicated,
“our Company,” “Odyssey Group International, Inc.,” “we,” “us” or “our”
refer to Odyssey Group International, Inc., a Nevada corporation, and its consolidated subsidiaries.
PROSPECTUS SUMMARY
This prospectus summary highlights
certain information about our Company and other information contained elsewhere in this prospectus or in documents incorporated
by reference. This summary does not contain all of the information that you should consider before making an investment decision.
You should carefully read the entire prospectus, any prospectus supplement, including the section entitled “Risk Factors”
and the documents incorporated by reference into this prospectus, before making an investment decision.
The Offering
This prospectus is part of a Registration Statement that we
filed with the SEC utilizing a shelf registration process. Under this shelf registration process, we may sell any combination of:
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Common Stock;
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Preferred Stock;
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Debt Securities, in one or more series;
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Warrant to Purchase Equity;
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Unit; and/or
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right to purchase common stock or other securities.
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in one or more offerings up to a
total dollar amount of $75,000,000. This prospectus provides you with a general description of the securities we may offer.
Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms
of that specific offering and include a discussion of any risk factors or other special considerations that apply to those
securities. The prospectus supplement may also add, update or change information contained in this prospectus. You should
read both this prospectus and any prospectus supplement together with the additional information described under the heading
“Where You Can Find More Information.”
Our Company
Odyssey Group International,
Inc. was formed as a Nevada corporation in March 2014. Our principal executive offices are located at 2372 Morse Ave., Irvine,
CA 92614. The registration statement effectuating our initial public offering became effective in July 2015.
Our shares of Common
Stock are listed on the OTCQB Marketplace (“OTC”) and there is currently very little public market for our Common Stock.
As used herein, when
we refer to “Odyssey”, “ODYY,” the “Company,” “our Company,” “we,”
“us” and “our,” we mean Odyssey Group International, Inc., a Nevada corporation, unless the context indicates
otherwise.
JOBS Act
Recently the United
States Congress passed the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which provides for certain
exemptions from various reporting requirements applicable to public companies that are reporting companies and are “emerging
growth companies.” We are an “emerging growth company” as defined in Section 3(a) of the Exchange Act (as amended
by the JOBS Act, enacted on April 5, 2012), and we will continue to qualify as an “emerging growth company” until the
earliest to occur of: (a) the last day of the fiscal year during which we have total annual gross revenues of $1,000,000,000 (as
such amount is indexed for inflation every five years by the SEC) or more; (b) the last day of our fiscal year following the fifth
anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under
the Securities Act; (c) the date on which we have, during the previous three-year period, issued more than $1,000,000,000 in non-convertible
debt; or (d) the date on which we are deemed to be a “large accelerated filer,” as defined in Exchange Act Rule 12b–2.
Therefore, we expect to continue to be an emerging growth company for the foreseeable future.
Generally, a Registrant
that registers any class of its securities under Section 12 of the Exchange Act is required to include in the second and all subsequent
annual reports filed by it under the Exchange Act a management report on internal control over financial reporting and, subject
to an exemption available to registrants that meet the definition of a “smaller reporting company” in Exchange Act
Rule 12b-2, an auditor attestation report on management’s assessment of internal control over financial reporting. However,
for so long as we continue to qualify as an emerging growth company, we will be exempt from the requirement to include an auditor
attestation report in our annual reports filed under the Exchange Act, even if we do not qualify as a “smaller reporting
company”. In addition, as an emerging growth company, we are able to avail ourselves to the reduced disclosure obligations
regarding executive compensation in our periodic reports and proxy statements and not to present to our stockholders a nonbinding
advisory vote on executive compensation, obtain approval of any golden parachute payments not previously approved or present the
relationship between executive compensation actually paid and our financial performance. We have irrevocably elected to comply
with new or revised accounting standards even though we are an emerging growth company.
General
Odyssey was formed
as a publicly held holding company with an emphasis on the development and acquisition of medical products and health related technologies.
We are focused on building and acquiring technologies that have a clinical advantage and a substantial market opportunity within
significant target markets across the globe. The corporate mission is to create or acquire distinct technologies and intellectual
property with an emphasis on acquisition targets that will generate positive cash flow. The Company’s leadership team has
significant experience and capabilities to further refine the technologies and submit to the appropriate regulatory agencies for
marketing approval.
Our business model
is to develop or acquire medical related products, engage third parties to develop and manufacture such products and then distribute
the products through various distribution channels, including third parties. The Company has product development projects in four
different technologies two are medical devices and two are pharmaceutical drug compounds: the CardioMap® heart monitoring and
screening device, the Save-A-Life choking rescue device and two unique neurosteroid drug compounds intended to treat rare brain
disorders and concussions.
We intend to acquire
other technologies and assets and plan to be a multi-disciplinary product development company involved in the discovery, development
and commercialization of products and technologies that may be applied over various medical markets.
We intend to license,
improve and/or develop our products and identify and select distribution channels. We intend to establish agreements with distributors
to get products to market quickly as well as to undertake and engage in our own direct marketing efforts. We will determine the
most effective method of distribution for each unique product that we include in our portfolio.
We intend to engage
third party research and development firms who specialize in the creation of medical products to assist us in the development.
We intend to apply for trademarks and patents as we develop proprietary products.
For a complete description
of our business, financial condition, results of operations and other important information, we refer you to our filings with the
SEC that are incorporated by reference in this Annual Report, including our Annual Report on Form 10-K for the year ended July
31, 2020 and our Quarterly Reports on Form 10-Q for the periods ended October 31, 2020, January 31, 2021. For instructions on how
to find copies of these documents, see the section of this prospectus entitled “Where You Can Find More Information”.
Financial Information About Industry
Segments
We do not report our
revenues or expenses by segment. See financial statements.
Our Growth Strategy
Once the U.S. Food
and Drug Administration (the “FDA”) clears us to market the CardioMap® and Save-A-Life products, we intend to enter
into agreements with qualified distributors throughout the United States and world, including: Europe, South America, Africa, India
and China. We intend to require such distributors to pay to our Company an initial license fee as well as royalties based on gross
sales. Retaining exclusivity, we will bill based on a mutually agreeable semi-annual or quarterly sales minimum. We have determined
to focus on international growth because generally such international license agreements provide a stronger path to revenue and
earnings than purely domestic products.
Our objective is to
grow revenue through marketing and sales of each of our medical devices, CardioMap® and Save-A-Life, once they gain regulatory
approvals. Although no assurances can be given, management anticipates Company growth from the following areas:
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Distribution or License Agreements. In most cases, we will enter into distribution agreements with companies who already have sales professionals that already have experience selling through a variety of sales methods. These distribution agreements will allow us to more quickly achieve sales and revenue in the health products industries.
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Generate revenues from sales of CardioMap® and Save-A-Life. We intend to market CardioMap® and Save a Life through third party distributors and through our own efforts.
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Identify and develop CardioMap® for additional proprietary uses of the product. We intend to identify and find new areas of the human body to map utilizing CardioMap® technology such as the brain, liver and kidney.
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The development and acquisition of new products. We intend to market any new products that may be developed or acquired. We intend to, as capital resources permit; develop such opportunities if and when they present themselves.
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About CardioMap®
The CardioMap®
System will be an Internet service based on the new development of Dispersion Mapping Method in electrocardiogram (ECG)
analysis for the early, non-invasive testing of a heart disease (“CHD”). The heart monitoring system is intended to
provide high quality 3-D visualization and diagnosis of the heart using advanced signal analysis. The product is being designed
for use in a professional setting or in remote settings including home use.
Once FDA cleared, CardioMap®
could provide a better level of diagnosis with its improved sensitivity levels that can detect early warning signs that would normally
be invisible with standard ECG devices. The system is designed to dramatically cut the costs associated with the detection of ischemic
heart disease and will prove to be an invaluable testing device for cardiologists, physicians, clinics, hospitals, the fitness
industry, sports teams, emergency facilities and general public. CardioMap® was developed by VE Science Technology LLC, from
whom we have purchased the product rights. In order to sell, market and distribute the CardioMap® product, clearance from the
FDA is required. Such clearance has not been obtained at this time.
Product Development
Plan (calendar year):
Concept
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Engineering Model
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Prototype
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Clinical Trial
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FDA Submission
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Complete
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Complete
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In Process; Testing
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TBD
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TBD
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Product Development
Plan are estimates only and are subject to change based on funding, technical risks and regulatory approvals.
About Save-a-Life®
The Save-A-Life®
(“SAL”) choking rescue device is in development and being designed to be a safe, and easy to use device for removing
a lodged mass or bolus from the throat of a choking victim. The device includes a pump for creating a vacuum chamber, which is
connected seamlessly with a replaceable/disposable mouthpiece. In an emergency the SAL may be easily inserted into the victim’s
mouth, which depresses the tongue providing a clear application. By pressing a button on the device, the device will deliver the
appropriate amount of instantaneous vacuum to dislodge the mass or bolus in the throat without harm or damage to the victim. The
application will be instantly effective as the device is operational and effective in a matter of seconds. In order to sell, market
and distribute the Save-A-Life product, clearance from the FDA is required. Such clearance has not been obtained at this time.
The Development Plan for commercializing the Save-A-Life is below.
Product Development
Plan
Concept
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Engineering Model
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Prototype
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Clinical Trial
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FDA Submission
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Complete
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Complete
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In process
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TBD
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TBD
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Product Development
Plan are estimates only and are subject to change based on funding, technical risks and regulatory approvals.
The Save-A-Life
has a number of advantages and features. The highlights are:
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Easy to Use – The product is designed to be used by adults and children. The tongue depressor vacuum tube is inserted versus trying to place and keep a mask on a traumatized patient. Management also believes the product can be self-administered.
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Smart Patented Design - The product is designed specifically to immobilize the palate from reflex spasm and open the air passage using a replaceable tongue depressor vacuum tube. A controlled vacuum action (manual or CO2 powered), with specific negative pressure, has been carefully calculated enabling the lifting of a lodged mass from the throat, so it may be ejected by reflexive coughing. This device utilizes a negative pressure to gently uplift the object from the larynx, at which point it will be coughed upward and outward reflexively.
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Used on Anyone – The SAL is designed to be used on infants (20 months plus) to elderly adults. Also, it can be use on pregnant women and others who the Heimlich maneuver cannot help.
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About the Neurosteroid PRV-002
PRV-002 is a
first-in-class, new chemical entity and neuro-protectant that is designed to improve behavioral (working memory, motor performance,
and depression-anxiety levels) and molecular (inflammation, oxidative stress and swelling) outcomes following mild brain injury
aka concussion in lab animals. PRV-002 achieves rapid onset of action due to intranasal delivery allowing direct access to the
brain and ease of delivery in the field. PRV-002 has a high safety margin with no noticeable toxicity in dog and rat studies. The
drug is good manufacturing practice (GMP)-certified and currently finalizing the clinical formulation to begin Phase 1 human trials.
In order to sell the PRV-002 neurosteroid, further development and clinical studies are required. PRV-02 will also require approval
by the FDA in order to be sold in the United States.
Product Development
Plan
Pre-clinical Animal Studies
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Phase 1a
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Phase 1b
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Phase 2
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Phase 3
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FDA Submission
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Safety study complete
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Q2/Q3 2021
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TBD
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TBD
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TBD
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TBD
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Product Development
Plan are estimates only and are subject to change based on funding, technical risks and regulatory approvals.
About the Neurosteroid PRV-001
The Prevacus neurosteroid,
PRV-001 will seek to improve function and lifespan in pediatric disorders where de-myelination and cell death is widespread in
the cortex and cerebellum regions of the brain. The new chemical entity is designed to work through gene amplification to simultaneously
remove intra-neuronal debris while promoting antioxidant capacity and myelin repair/cell proliferation. Disorders like Nieman Pick
Type C disease are multi-faceted in their pathology and require a treatment that can work at many levels to stop progression. The
chemical compound for the neurosteroid being developed has completed initial safety tests in mice. Toxicology studies have been
performed and show a large safety margin. Pre-clinical efficacy studies show improvements in cognitive function and neuromotor
performance. In order to sell the PRV-001 neurosteroid, further development and clinical studies are required. PRV-001 will also
require approval by the FDA in order to be sold in the United States.
Product Development
Plan
Pre-clinical Animal Studies
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Phase 1a
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Phase 1b
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Phase 2
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Phase 3
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FDA Submission
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Safety study complete
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TBD
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TBD
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TBD
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TBD
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TBD
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Product Development
Plan are estimates only and are subject to change based on funding, technical risks and regulatory approvals.
Corporate Information
Our principal executive
offices are located at 2372 Morse Ave., Irvine, California 92614, and our telephone number at that location is (619) 832-2900.
Our website address is http://www.odysseygi.com/. The inclusion of our website address does not include or incorporate by reference
into this prospectus supplement or the accompanying prospectus any information on, or accessible through, our website. Our annual
reports on Form 10-K, Quarterly Reports on Form 10-Q and current reports on Form 8-K, together with amendments
to these reports, are available on the "Investor Relations" section of our website, free of charge, as soon as reasonably
practicable after such material is electronically filed with, or furnished to, the U.S. SEC.
RISK FACTORS
Investing in our securities involves risk.
The prospectus supplement applicable to a particular offering of securities will contain a discussion of the risks applicable to
an investment in Odyssey Group International, Inc. and to the particular types of securities that we are offering under that prospectus
supplement. Before making an investment decision, you should carefully consider the risks described under “Risk Factors”
in the applicable prospectus supplement and the risks described in our most recent Annual Report on Form 10-K for the year ended
July 31, 2020, as amended from time-to-time, which is incorporated herein by reference, or any updates in our Quarterly Reports
on Form 10-Q, together with all of the other information appearing in or incorporated by reference into this prospectus and any
applicable prospectus supplement, in light of your particular investment objectives and financial circumstances. Our business,
financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of
our securities could decline due to any of these risks, and you may lose all or part of your investment.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or Securities Act, and Section 21E
of the Securities Exchange Act of 1934, or Exchange Act. Forward-looking statements reflect the current view about future events.
When used in this prospectus, the words “anticipate,” “believe,” “estimate,” “expect,”
“future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they
relate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements
contained in this prospectus relating to our business strategy, our future operating results and liquidity and capital resources
outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and
other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by
the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance.
We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual
results to differ materially from those in the forward-looking statements include, without limitation, the results of clinical
trials and the regulatory approval process; our ability to raise capital to fund continuing operations; market acceptance of any
products that may be approved for commercialization; our ability to protect our intellectual property rights; the impact of any
infringement actions or other litigation brought against us; competition from other providers and products; our ability to develop
and commercialize new and improved products and services; changes in government regulation; our ability to complete capital raising
transactions; and other factors (including the risks contained in the section entitled “Risk Factors” of the applicable
prospectus supplement) relating to our industry, our operations and results of operations. Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
Factors or events that could cause our
actual results to differ may emerge from time-to-time, and it is not possible for us to predict all of them. We cannot guarantee
future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual
results.
DIVIDEND POLICY
We have never declared or paid dividends
on our Common Stock and we do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. Payment of
cash dividends, if any, in the future will be at the discretion of our Board of Directors and will depend on applicable law and
then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements,
business prospects and other factors our Board of Directors may deem relevant. We currently intend to retain all available funds
and any future earnings to fund the development and growth of our business.
USE OF PROCEEDS
Except as otherwise provided in the applicable
prospectus supplement, we intend to use the net proceeds from the sale of the securities covered by this prospectus for general
corporate purposes, which may include, but is not limited to, working capital, capital expenditures, research and development expenditures
and acquisitions of new technologies or businesses. The precise amount, use and timing of the application of such proceeds will
depend upon our funding requirements and the availability and cost of other capital. Additional information on the use of net proceeds
from an offering of securities covered by this prospectus may be set forth in the prospectus supplement relating to the specific
offering.
DESCRIPTIONS OF THE SECURITIES WE MAY
OFFER
The descriptions of the securities contained
in this prospectus, together with any applicable prospectus supplement, summarize all the material terms and provisions of the
various types of securities that we may offer. We will describe in the applicable prospectus supplement relating to a particular
offering the specific terms of the securities offered by that prospectus supplement. We will indicate in the applicable prospectus
supplement if the terms of the securities differ from the terms we have summarized below. We will also include in the prospectus
supplement information, where applicable. Each investor should contact his or her own advisers regarding the appropriateness of
this investment and the tax consequences thereof, which may differ depending on an investor’s particular financial situation.
In no event should this prospectus be deemed or considered to be tax advice provided by the issuer.
We may sell from time-to-time, in one or more offerings:
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shares of our Common Stock;
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shares of our Preferred Stock;
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Debt Securities, in one or more series; and/or
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Warrants and equity underlying the Warrants
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Units and equity underlying the Units
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right to purchase common stock or other securities.
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This prospectus may not be used to consummate a sale of securities
unless it is accompanied by a prospectus supplement.
Capital Stock
General
The following description of Common Stock
and Preferred Stock, together with the additional information we include in any applicable prospectus supplement, summarizes the
material terms and provisions of the Common Stock and Preferred Stock that we may offer under this prospectus but is not complete.
For the complete terms of our Common Stock and Preferred Stock, please refer to our Articles of Incorporation, as may be amended
from time-to-time, any certificates of designation for our Preferred Stock, that may be authorized from time-to-time, and our bylaws,
as amended from time-to-time. The Nevada General Corporation Law may also affect the terms of these securities. While the terms
we have summarized below will apply generally to any future common stock or Preferred Stock that we may offer, we will describe
the specific terms of any series of these securities in more detail in the applicable prospectus supplement. If we so indicate
in a prospectus supplement, the terms of any Common Stock or Preferred Stock we offer under that prospectus supplement may differ
from the terms we describe below.
As of March 17, 2021, our authorized capital
stock consists of 500,000,000 shares of Common Stock, par value $0.001 per share, of which 99,821,770 shares were issued and outstanding
held by approximately one Hundred Fifty-one (151) stockholders of record, and 100,000,000 shares of Preferred Stock, par value
$0.001 per share, none of which were issued and outstanding. The authorized and unissued shares of Common Stock and Preferred Stock
are available for issuance without further action by our stockholders, unless such action is required by applicable law or the
rules of any stock exchange on which our securities may be listed. Unless approval of our stockholders is so required, our Board
of Directors will not seek stockholder approval for the issuance and sale of our Common Stock. The following is a description of
our Common Stock and certain provisions of our certificate of incorporation, as amended (“Certificate”), and our amended
and restated bylaws (“Bylaws”), and certain provisions of Nevada law.
As of March 11, 2021, there were reserved for issuance:
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Six Hundred Fifty Thousand (650,000) shares of common stock reserved for issuance upon exercise of outstanding stock options
under our 2021 Omnibus Stock Incentive Plan, as amended, with a weighted average exercise price of One Dollar Thirty-One Cents
($1.31) per share;
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Five Million Eight Hundred Thousand (5,800,000) shares of restricted stock units granted under our 2021 Omnibus Stock Incentive
Plan, as amended; and
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Five Million Five Hundred Fifty Thousand (5,550,000) shares of common stock reserved for future issuance in connection with
future grants under our 2021 Omnibus Stock Incentive Plan, as amended.
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Common Stock
This section describes the general terms
of our Common Stock that we may offer from time-to-time. For more detailed information, a holder of our Common Stock should refer
to our Certificate and our Bylaws.
Each holder of Common Stock is entitled
to one vote for each share of Common Stock held on all matters submitted to a vote of the stockholders, including the election
of directors. Our Articles of Incorporation and amended and restated bylaws do not provide for cumulative voting rights. Subject
to preferences that may be applicable to any then outstanding Preferred Stock, the holders of our outstanding shares of Common
Stock are entitled to receive dividends, if any, as may be declared from time-to-time by our Board of Directors out of legally
available funds. In the event of our liquidation, dissolution or winding up, holders of Common Stock will be entitled to share
ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities,
subject to the satisfaction of any liquidation preference granted to the holders of any outstanding shares of Preferred Stock.
Holders of our Common Stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund
provisions applicable to the Common Stock. The rights, preferences and privileges of the holders of Common Stock are subject to,
and may be adversely affected by, the rights of the holders of shares of any series of our Preferred Stock that we may designate
and issue in the future. All of our outstanding shares of Common Stock are fully paid and nonassessable.
Our Common Stock is listed on the OTCQB
under the symbol “ODYY.”
The transfer agent and registrar for our
Common Stock is Empire Stock Transfer, 1859 Whitney Mesa Drive, Henderson, Nevada 89014.
Anti-Takeover Effects of Our Articles
of Incorporation and Bylaws
Our Articles of Incorporation and bylaws
contain certain provisions that may have anti-takeover effects, making it more difficult for or preventing a third party from acquiring
control of us or changing our Board of Directors and management. According to our Articles of Incorporation and bylaws, neither
the holders of our Common Stock nor the holders of any Preferred Stock we may issue in the future have cumulative voting rights
in the election of our directors. The combination of the present ownership by a few stockholders of a significant portion of our
issued and outstanding common stock and lack of cumulative voting makes it more difficult for other stockholders to replace our
Board of Directors or for a third party to obtain control of us by replacing our Board of Directors.
Anti-Takeover Effects of Nevada Law
Nevada law provides that an acquiring person
who acquires a controlling interest in a corporation may only exercise the voting rights of control shares if those voting rights
are conferred by a majority vote of the corporation’s disinterested stockholders at a special meeting held upon the request
of the acquiring person. If the acquiring person is accorded full voting rights and acquires control shares with at least a majority
of all the voting power, then stockholders who did not vote in favor of authorizing voting rights for those control shares are
entitled to payment for the fair value of such stockholders’ shares. A “controlling interest” is an interest
that is sufficient to enable the acquiring person to exercise at least one-fifth of the voting power of the corporation in the
election of directors. “Control shares” are outstanding voting shares that an acquiring person or associated persons
acquire or offer to acquire in an acquisition and those shares acquired during the 90-day period before the person involved became
an acquiring person.
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. As of the date of this prospectus, we do not have 100 stockholders of record that are residents of Nevada.
Therefore, these provisions of Nevada law do not apply to acquisitions of our shares and will not so apply until such time as both
of the foregoing conditions are satisfied. At such time as these provisions of Nevada law may apply to us, they may discourage
companies or persons interested in acquiring a significant interest in or control of our company, regardless of whether such acquisition
may be in the interest of our stockholders.
In addition to the control share law, Nevada
has a business combination law, which restricts the ability of a corporation to engage in any combination with an interested stockholder
for three years from when the interested stockholder acquires shares that cause the stockholder to become an interested stockholder,
unless the combination or purchase of shares by the interested stockholder is approved by the board of directors before the stockholder
became an interested stockholder. If the combination was not previously approved, then the interested stockholder may only effect
a combination after the three-year period if the stockholder receives approval from a majority of the disinterested shares or the
offer satisfies certain fair price criteria.
For purposes of Nevada law, an “interested
stockholder” is a person who is:
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the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the corporation; or
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an affiliate or associate of the corporation and, at any time within three years immediately before the date in question, was the beneficial owner, directly or indirectly of 10% or more of the voting power of the then outstanding shares of the corporation.
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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.
Our Articles of Incorporation and bylaws
do not exclude us from these restrictions.
These provisions are intended to enhance
the likelihood of continuity and stability in the composition of the board of directors and in the policies formulated by the board
of directors and to discourage some types of transactions that may involve the actual or threatened change of control of our company.
These provisions are designed to reduce our vulnerability to an unsolicited proposal for the potential restructuring or sale of
all or a part of our company. However, these provisions could discourage potential acquisition proposals and could delay or prevent
a change in control of our company. They also may have the effect of preventing changes in our management.
Business Combinations
The “business combination”
provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes (NRS) (2019), generally prohibit a Nevada corporation
with at least 200 stockholders from engaging in various “combination” transactions with any interested stockholder
for a period of two years after the date of the transaction in which the person became an interested stockholder, unless the transaction
is approved by the board of directors prior to the date the interested stockholder obtained such status or the combination is approved
by the board of directors and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representing
at least 60% of the outstanding voting power held by disinterested stockholders, and extends beyond the expiration of the two-year
period, unless:
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the
combination was approved by the board of directors prior to the person becoming an interested stockholder or the transaction by
which the person first became an interested stockholder was approved by the board of directors before the person became an interested
stockholder or the combination is later approved by a majority of the voting power held by disinterested stockholders; or
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if
the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per share
paid by the interested stockholder within the two years immediately preceding the date of the announcement of the combination
or in the transaction in which it became an interested stockholder, whichever is higher, (b) the market value per share of common
stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is
higher, or (c) for holders of Preferred Stock, the highest liquidation value of the Preferred Stock, if it is higher.
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A “combination” is generally
defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer, or other disposition, in
one transaction or a series of transactions, with an “interested stockholder” having: (a) an aggregate market value
equal to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or
more of the aggregate market value of all outstanding shares of the corporation, (c) 10% or more of the earning power or net income
of the corporation, and (d) certain other transactions with an interested stockholder or an affiliate or associate of an interested
stockholder.
In general, an “interested stockholder”
is a person who, together with affiliates and associates, owns (or within two years, did own) 10% or more of a corporation’s
voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may
discourage attempts to acquire our Company even though such a transaction may offer our stockholders the opportunity to sell their
stock at a price above the prevailing market price.
Control Share Acquisitions
The “control share” provisions
of Sections 78.378 to 78.3793, inclusive, of the NRS (2019) apply to “issuing corporations” that are Nevada corporations
with at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents, and that conduct business
directly or indirectly in Nevada. The control share statute prohibits an acquirer, under certain circumstances, from voting its
shares of a target corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer obtains
approval of the target corporation’s disinterested stockholders. The statute specifies three thresholds: one-fifth or more
but less than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power. Generally,
once an acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired within 90 days thereof
become “control shares” and such control shares are deprived of the right to vote until disinterested stockholders
restore the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring person
has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights
to the control shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures
established for dissenters’ rights.
A corporation may elect to not be governed
by, or “opt out” of, the control share provisions by making an election in its articles of incorporation or bylaws,
provided that the opt-out election must be in place on the 10th day following the date an acquiring person has acquired a controlling
interest, that is, crossing any of the three thresholds described above. We have not opted out of the control share statutes and
will be subject to these statutes if we are an “issuing corporation” as defined in such statutes.
The effect of the Nevada control share
statutes is that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting
rights in the control shares as are conferred by a resolution of the stockholders at an annual or special meeting. The Nevada control
share law, if applicable, could have the effect of discouraging takeovers of our Company.
Preferred Stock
This section describes the general terms
and provisions of our outstanding shares of preferred stock, as well as preferred stock that we may offer from time-to-time. The
applicable prospectus supplement will describe the specific terms of the shares of preferred stock offered through that prospectus
supplement, which may differ from the terms we describe below. We will file a copy of the certificate of designation that contains
the terms of each new series of preferred stock with the SEC each time we issue a new series of preferred stock, and these certificates
of designation will be incorporated by reference into the registration statement of which this prospectus is a part. Each certificate
of designation will establish the number of shares included in a designated series and fix the designation, powers, privileges,
preferences and rights of the shares of each series as well as any applicable qualifications, limitations or restrictions. A holder
of our preferred stock should refer to the applicable certificate of designation, our Certificate and the applicable prospectus
supplement (and any related free writing prospectus that we may authorize to be provided to you) for more specific information.
We are authorized, subject to limitations
prescribed by Nevada law, to issue up to 100,000,000 shares of preferred stock in one or more series, to establish from time-to-time
the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of
each series and any of its qualifications, limitations or restrictions. Our Board of Directors can increase or decrease the number
of shares of any series, but not below the number of shares of that series then outstanding, without any further vote or action
by our stockholders. Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that
could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while
providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the
effect of delaying, deferring or preventing a change in control of the Company and may adversely affect the market price of our
Common Stock and the voting and other rights of the holders of our Common Stock.
Outstanding Series of Preferred Stock
Currently, there are no shares of our preferred
stock outstanding or designated.
Shares of Preferred Stock Issuable Pursuant to this Prospectus
We will incorporate by reference as an
exhibit to the registration statement, which includes this prospectus, the form of any certificate of designation that describes
the terms of the series of preferred stock we are offering. This description and the applicable prospectus supplement will include:
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the title and stated value;
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the number of shares authorized;
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the liquidation preference per share;
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the dividend rate, period and payment date, and method of calculation for dividends;
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whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
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the procedures for any auction and remarketing, if any;
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the provisions for a sinking fund, if any;
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the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise such redemption
and repurchase rights;
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any listing of the preferred stock on any securities exchange or market;
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whether the preferred stock will be convertible into our Common Stock, and, if applicable, the conversion price, or how it
will be calculated, and the conversion period;
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whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will
be calculated, and the exchange period;
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voting rights, if any, of the preferred stock;
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preemptive rights, if any;
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restrictions on transfer, sale or other assignment, if any;
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a discussion of any material United States federal income tax considerations applicable to the preferred stock;
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the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind
up our affairs;
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any limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred
stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock.
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When we issue shares of preferred stock
under this prospectus, the shares will fully be paid and nonassessable and will not have, or be subject to, any preemptive or similar
rights.
Debt Securities
The following description, together with
the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of
the Debt Securities that we may offer under this prospectus. While the terms we have summarized below will generally apply
to any future Debt Securities we may offer under this prospectus, we will describe the particular terms of any Debt Securities
that we may offer in more detail in the applicable prospectus supplement. The terms of any Debt Securities we offer under
a prospectus supplement may differ from the terms we describe below. As of the date of this prospectus, we have no outstanding
registered Debt Securities.
We will issue senior notes under a senior
indenture, which we will enter into with the trustee to be named in the senior indenture. We will issue subordinated notes
under a subordinated indenture, which we will enter into with the trustee to be named in the subordinated indenture. We have
filed forms of these documents as exhibits to the registration statement of which this prospectus is a part. We use the term
“indentures” to refer to both the senior indenture and the subordinated indenture.
The indentures will be qualified under
the Trust Indenture Act of 1939. We use the term “debenture trustee” to refer to either the senior trustee or
the subordinated trustee, as applicable.
The following summaries of material provisions
of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to,
all the provisions of the indenture applicable to a particular series of Debt Securities. We urge you to read the applicable
prospectus supplements related to the Debt Securities that we sell under this prospectus, as well as the complete indentures that
contain the terms of the Debt Securities. Except as we may otherwise indicate, the terms of the senior and the subordinated
indentures are identical.
General
The terms of each series of Debt Securities
will be established by or pursuant to a resolution of our Board of Directors and set forth or determined in the manner provided
in an officers’ certificate or by a supplemental indenture. Debt Securities may be issued in separate series without limitation
as to aggregate principal amount. We may specify a maximum aggregate principal amount for the Debt Securities of any series. The
particular terms of each series of Debt Securities will be described in a prospectus supplement relating to such series, including
any pricing supplement. The prospectus supplement will set forth:
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the principal amount being offered, and, if a series, the total amount authorized and the total
amount outstanding;
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any limit on the amount that may be issued;
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whether or not we will issue the series of Debt Securities in global form and, if so, the terms
and who the depositary will be;
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whether and under what circumstances, if any, we will pay additional amounts on any Debt Securities
held by a person who is not a U.S. person for tax purposes, and whether we can redeem the Debt Securities if we have to pay such
additional amounts;
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the annual interest rate, which may be fixed or variable, or the method for determining the rate,
the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates
or the method for determining such dates;
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whether or not the Debt Securities will be secured or unsecured, and the terms of any secured debt;
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the terms of the subordination of any series of subordinated debt;
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the place where payments will be payable;
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restrictions on transfer, sale or other assignment, if any;
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our right, if any, to defer payment of interest and the maximum length of any such deferral period;
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the date, if any, after which, the conditions upon which, and the price at which we may, at our
option, redeem the series of Debt Securities pursuant to any optional or provisional redemption provisions, and any other applicable
terms of those redemption provisions;
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the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory
sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of Debt
Securities and the currency or currency unit in which the Debt Securities are payable;
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whether the indenture will restrict our ability and/or the ability of our subsidiaries to, among
other things:
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incur additional indebtedness;
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issue additional securities;
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pay dividends and make distributions in respect of our capital stock and the capital stock of our
subsidiaries;
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place restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer
assets;
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make investments or other restricted payments;
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sell or otherwise dispose of assets;
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enter into sale-leaseback transactions;
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engage in transactions with stockholders and affiliates;
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issue or sell stock of our subsidiaries;
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effect a consolidation or merger;
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whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based,
asset-based or other financial ratios;
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a discussion of any material or special U.S. federal income tax considerations applicable to the
Debt Securities;
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information describing any book-entry features;
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provisions for a sinking fund purchase or other analogous fund, if any;
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whether the Debt Securities are to be offered at a price such that they will be deemed to be offered
at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code;
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the procedures for any auction and remarketing, if any;
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the denominations in which we will issue the series of Debt Securities, if other than denominations
of $1,000 and any integral multiple thereof;
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if other than dollars, the currency in which the series of Debt Securities will be denominated;
and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the Debt Securities,
including any events of default that are in addition to those described in this prospectus or any covenants provided with respect
to the Debt Securities that are in addition to those described above, and any terms that may be required by us or advisable under
applicable laws or regulations or advisable in connection with the marketing of the Debt Securities.
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Conversion or Exchange Stock Rights
We will set forth in the prospectus supplement
the terms on which a series of Debt Securities may be convertible into or exchangeable for Common Stock or other securities of
ours or a third party, including the conversion or exchange rate, as applicable, or how it will be calculated, and the applicable
conversion or exchange period. We will include provisions as to whether conversion or exchange is mandatory, at the option
of the holder or at our option. We may include provisions pursuant to which the number of our securities or the securities
of a third party that the holders of the series of Debt Securities receive upon conversion or exchange would, under the circumstances
described in those provisions, be subject to adjustment, or pursuant to which those holders would, under those circumstances, receive
other property upon conversion or exchange, for example in the event of our merger or consolidation with another entity.
Consolidation, Merger or Sale
The indentures in the forms initially filed as exhibits to the
registration statement of which this prospectus is a part do not contain any covenant that restricts our ability to merge or consolidate,
or sell, convey, transfer or otherwise dispose of all or substantially all of our assets. However, any successor of ours or
the acquirer of such assets must assume all of our obligations under the indentures and the Debt Securities.
If the Debt Securities are convertible for our other securities,
the person with whom we consolidate or merge or to whom we sell all of our property must make provisions for the conversion of
the Debt Securities into securities that the holders of the Debt Securities would have received if they had converted the Debt
Securities before the consolidation, merger or sale.
Events of Default Under the Indenture
The following are events of default under the indentures in
the forms initially filed as exhibits to the registration statement with respect to any series of Debt Securities that we may issue:
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if we fail to pay interest when due and payable and our failure continues for 90 days and the time
for payment has not been extended or deferred;
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if we fail to pay the principal, sinking fund payment or premium, if any, when due and payable
and the time for payment has not been extended or delayed;
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if we fail to observe or perform any other covenant contained in the Debt Securities or the indentures,
other than a covenant specifically relating to another series of Debt Securities, and our failure continues for 90 days after we
receive notice from the debenture trustee or holders of at least 25% in aggregate principal amount of the outstanding Debt Securities
of the applicable series; and
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if specified events of bankruptcy, insolvency or reorganization occur.
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If an event of default with respect to
Debt Securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above,
the debenture trustee or the holders of at least 25% in aggregate principal amount of the outstanding Debt Securities of that series,
by notice to us in writing, and to the debenture trustee if notice is given by such holders, may declare the unpaid principal of,
premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet
point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of Debt Securities then
outstanding shall be due and payable without any notice or other action on the part of the debenture trustee or any holder.
The holders of a majority in principal
amount of the outstanding Debt Securities of an affected series may waive any default or event of default with respect to the series
and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless
we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event
of default.
Subject to the terms of the indentures,
if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise
any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of
Debt Securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in
principal amount of the outstanding Debt Securities of any series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee,
with respect to the Debt Securities of that series, provided that:
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the direction so given by the holder is not in conflict with any law or the applicable indenture;
and
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subject to its duties under the Trust Indenture Act of 1939, the debenture trustee need not take
any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.
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A holder of the Debt Securities of any
series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek
other remedies if:
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the holder has given written notice to the debenture trustee of a continuing event of default with
respect to that series;
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the holders of at least 25% in aggregate principal amount of the outstanding Debt Securities of
that series have made written request, and such holders have offered reasonable indemnity, to the debenture trustee to institute
the proceeding as trustee; and
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the debenture trustee does not institute the proceeding and does not receive from the holders of
a majority in aggregate principal amount of the outstanding Debt Securities of that series other conflicting directions within
90 days after the notice, request and offer.
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These limitations do not apply to a suit
instituted by a holder of Debt Securities if we default in the payment of the principal, premium, if any, or interest on, the Debt
Securities.
We will periodically file statements with
the debenture trustee regarding our compliance with specified covenants in the indentures.
Modification of Indenture; Waiver
We and the debenture trustee may change an indenture without
the consent of any holders with respect to specific matters, including:
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to fix any ambiguity, defect or inconsistency in the indenture;
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to comply with the provisions described above under “Consolidation, Merger or Sale”;
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to comply with any requirements of the SEC in connection with the qualification of any indenture
under the Trust Indenture Act of 1939;
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to evidence and provide for the acceptance of appointment hereunder by a successor trustee;
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to provide for uncertificated Debt Securities and to make all appropriate changes for such purpose;
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to add to, delete from, or revise the conditions, limitations and restrictions on the authorized
amount, terms or purposes of issuance, authorization and delivery of Debt Securities or any series, as set forth in the indenture;
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to provide for the issuance of and establish the form and terms and conditions of the Debt Securities
of any series as provided under “General” to establish the form of any certifications required to be furnished pursuant
to the terms of the indenture or any series of Debt Securities, or to add to the rights of the holders of any series of Debt Securities;
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to add to our covenants such new covenants, restrictions, conditions or provisions for the protection
of the holders, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions,
conditions or provisions an event of default, or to surrender any of our rights or powers under the indenture; or
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to change anything that does not materially adversely affect the interests of any holder of Debt
Securities of any series.
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In addition, under the indentures, the
rights of holders of a series of Debt Securities may be changed by us and the debenture trustee with the written consent of the
holders of at least a majority in aggregate principal amount of the outstanding Debt Securities of each series that is affected. However,
we and the debenture trustee may only make the following changes with the consent of each holder of any outstanding Debt Securities
affected:
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extending the fixed maturity of the series of Debt Securities;
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reducing the principal amount, reducing the rate of or extending the time of payment of interest,
or reducing any premium payable upon the redemption of any Debt Securities; or
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reducing the percentage of Debt Securities, the holders of which are required to consent to any
amendment, supplement, modification or waiver.
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Discharge
Each indenture provides that we can elect
to be discharged from our obligations with respect to one or more series of Debt Securities, except that the following obligations
survive until the maturity date or the redemption date:
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register the transfer or exchange of Debt Securities of the series;
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replace stolen, lost or mutilated Debt Securities of the series;
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maintain paying agencies;
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hold monies for payment in trust; and
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appoint any successor trustee;
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and the following obligations survive the maturity date or the
redemption date:
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recover excess money held by the debenture trustee; and
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compensate and indemnify the debenture trustee.
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In order to exercise our rights to be discharged,
we must deposit with the debenture trustee money or government obligations sufficient to pay all the principal of, any premium,
if any, and interest on, the Debt Securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the Debt Securities of each
series only in fully registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement,
in denominations of $1,000 and any integral multiple thereof. The indentures provide that we may issue Debt Securities of
a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository
Trust Company, New York, New York, known as DTC, or another depositary named by us and identified in a prospectus supplement with
respect to that series.
At the option of the holder, subject to
the terms of the indentures and the limitations applicable to global securities described in the applicable prospectus supplement,
the holder of the Debt Securities of any series can exchange the Debt Securities for other Debt Securities of the same series,
in any authorized denomination and of like tenor and aggregate principal amount.
Subject to the terms of the indentures
and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the Debt Securities
may present the Debt Securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed
thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office
of any transfer agent designated by us for this purpose. Unless otherwise provided in the Debt Securities that the holder
presents for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require
payment of any taxes or other governmental charges.
We will name in the applicable prospectus
supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for
any Debt Securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent
or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer
agent in each place of payment for the Debt Securities of each series.
If we elect to redeem the Debt Securities of any series, we
will not be required to:
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issue, register the transfer of, or exchange any Debt Securities of any series being redeemed in
part during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any Debt
Securities that may be selected for redemption and ending at the close of business on the day of the mailing; or
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register the transfer of or exchange any Debt Securities so selected for redemption, in whole or
in part, except the unredeemed portion of any Debt Securities we are redeeming in part.
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Information Concerning the Debenture
Trustee
The debenture trustee, other than during
the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically
set forth in the applicable indenture. Upon an event of default under an indenture, the debenture trustee must use the same
degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision,
the debenture trustee is under no obligation to exercise any of the powers given it by the indentures at the request of any holder
of Debt Securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might
incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable
prospectus supplement, we will make payment of the interest on any Debt Securities on any interest payment date to the person in
whose name the Debt Securities, or one or more predecessor securities, are registered at the close of business on the regular record
date for the interest.
We will pay principal of and any premium
and interest on the Debt Securities of a particular series at the office of the paying agents designated by us, except that, unless
we otherwise indicate in the applicable prospectus supplement, we may make interest payments by check that we will mail to the
holder or by wire transfer to certain holders. Unless we otherwise indicate in a prospectus supplement, we will designate
the corporate office of the debenture trustee in the City of New York as our sole paying agent for payments with respect to Debt
Securities of each series. We will name in the applicable prospectus supplement any other paying agents that we initially
designate for the Debt Securities of a particular series. We will maintain a paying agent in each place of payment for the
Debt Securities of a particular series.
All money we pay to a paying agent or the
debenture trustee for the payment of the principal of or any premium or interest on any Debt Securities that remains unclaimed
at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder
of the debt security thereafter may look only to us for payment thereof.
Governing Law
The indentures and the Debt Securities
will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture
Act of 1939 is applicable.
Subordination of Subordinated Debt
Securities
The subordinated Debt Securities will
be subordinate and junior in priority of payment to certain of our other indebtedness to the extent described in a prospectus
supplement. The indentures in the forms initially filed as exhibits to the registration statement of which this prospectus
is a part do not limit the amount of indebtedness that we may incur, including senior indebtedness or subordinated indebtedness,
and do not limit us from issuing any other debt, including secured debt or unsecured debt.
DESCRIPTION OF OUR WARRANTS
The following description, together
with the additional information we include in any applicable prospectus supplements or free writing prospectus, summarizes the
material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase
common stock, preferred stock and/or debt securities in one or more series. Warrants may be offered independently or together with
common stock, preferred stock and/or debt securities offered by any prospectus supplement or free writing prospectus, and may be
attached to or separate from those securities. While the terms we have summarized below will generally apply to any future warrants
we may offer under this prospectus, we will describe the particular terms of any warrants that we may offer in more detail in the
applicable prospectus supplement or free writing prospectus. The terms of any warrants we offer under a prospectus supplement or
free writing prospectus may differ from the terms we describe below.
In the event that we issue warrants, we
will issue the warrants under a warrant agreement which we will enter into with a warrant agent to be selected by us. Forms of
these warrant agreements and forms of the warrant certificates representing the warrants, and the complete warrant agreements and
forms of warrant certificates containing the terms of the warrants being offered, will be filed as exhibits to the registration
statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC. We use
the term “warrant agreement” to refer to any of these warrant agreements. We use the term “warrant agent”
to refer to the warrant agent under any of these warrant agreements. The warrant agent will act solely as an agent of ours in connection
with the warrants and will not act as an agent for the holders or beneficial owners of the warrants.
The following summaries of material provisions
of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions
of the warrant agreement applicable to a particular series of warrants. We urge you to read the applicable prospectus supplements
or free writing prospectus related to the warrants that we sell under this prospectus, as well as the complete warrant agreements
that contain the terms of the warrants.
General
We will describe in the applicable prospectus
supplement or free writing prospectus the terms relating to a series of warrants. If warrants for the purchase of debt securities
are offered, the prospectus supplement or free writing prospectus will describe the following terms, to the extent applicable:
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the offering price and the aggregate number of warrants offered;
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the currencies in which the warrants are being offered;
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the designation, aggregate principal amount, currencies, denominations and terms of the series of debt securities that can
be purchased if a holder exercises a warrant;
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the designation and terms of any series of debt securities with which the warrants are being offered and the number of warrants
offered with each such debt security;
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the date on and after which the holder of the warrants can transfer them separately from the related series of debt securities;
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the principal amount of the series of debt securities that can be purchased if a holder exercises a warrant and the price at
which and currencies in which such principal amount may be purchased upon exercise;
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the terms of any rights to redeem or call the warrants;
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the date on which the right to exercise the warrants begins and the date on which such right expires;
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federal income tax consequences of holding or exercising the warrants; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the warrants.
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If warrants for the purchase of common
stock or preferred stock are offered, the prospectus supplement or free writing prospectus will describe the following terms, to
the extent applicable:
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the offering price and the aggregate number of warrants offered;
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the total number of shares that can be purchased if a holder of the warrants exercises them and, in the case of warrants for
preferred stock, the designation, total number and terms of the series of preferred stock that can be purchased upon exercise;
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the designation and terms of any series of preferred stock with which the warrants are being offered and the number of warrants
being offered with each share of common stock or preferred stock;
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the date on and after which the holder of the warrants can transfer them separately from the related common stock or series
of preferred stock;
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the number of shares of common stock or preferred stock that can be purchased if a holder exercises the warrant and the price
at which such common stock or preferred stock may be purchased upon exercise, including, if applicable, any provisions for changes
to or adjustments in the exercise price and in the securities or other property receivable upon exercise;
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the terms of any rights to redeem or call, or accelerate the expiration of, the warrants;
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the date on which the right to exercise the warrants begins and the date on which that right expires;
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federal income tax consequences of holding or exercising the warrants; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the warrants.
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Exercise of Warrants
Each holder of a warrant is entitled to
purchase the principal amount of debt securities or number of shares of common stock or preferred stock, as the case may be, at
the exercise price described in the applicable prospectus supplement or free writing prospectus. After the close of business on
the day when the right to exercise terminates (or a later date if we extend the time for exercise), unexercised warrants will become
void.
A holder of warrants may exercise them by following the general
procedure outlined below:
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delivering to the warrant agent the payment required by the applicable prospectus supplement or free writing prospectus to
purchase the underlying security;
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properly completing and signing the reverse side of the warrant certificate representing the warrants; and
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delivering the warrant certificate representing the warrants to the warrant agent within five business days of the warrant
agent receiving payment of the exercise price.
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If you comply with the procedures described
above, your warrants will be considered to have been exercised when the warrant agent receives payment of the exercise price, subject
to the transfer books for the securities issuable upon exercise of the warrant not being closed on such date. After you have completed
those procedures and subject to the foregoing, we will, as soon as practicable, issue and deliver to you the debt securities, common
stock or preferred stock that you purchased upon exercise. If you exercise fewer than all of the warrants represented by a warrant
certificate, a new warrant certificate will be issued to you for the unexercised amount of warrants. Holders of warrants will be
required to pay any tax or governmental charge that may be imposed in connection with transferring the underlying securities in
connection with the exercise of the warrants.
Amendments and Supplements to the Warrant Agreements
We may amend or supplement a warrant agreement
without the consent of the holders of the applicable warrants to cure ambiguities in the warrant agreement, to cure or correct
a defective provision in the warrant agreement, or to provide for other matters under the warrant agreement that we and the warrant
agent deem necessary or desirable, so long as, in each case, such amendments or supplements do not materially adversely affect
the interests of the holders of the warrants.
Warrant Adjustments
Unless the applicable prospectus supplement
or free writing prospectus states otherwise, the exercise price of, and the number of securities covered by, a common stock warrant
or preferred stock warrant will be adjusted proportionately if we subdivide or combine our Common Stock or preferred stock, as
applicable. In addition, unless the prospectus supplement or free writing prospectus states otherwise, if we, without receiving
payment:
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issue capital stock or other securities convertible into or exchangeable for common stock or preferred stock, or any rights
to subscribe for, purchase or otherwise acquire any of the foregoing, as a dividend or distribution to holders of our Common Stock
or preferred stock;
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pay any cash to holders of our Common Stock or preferred stock other than a cash dividend paid out of our current or retained
earnings or other than in accordance with the terms of the preferred stock;
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issue any evidence of our indebtedness or rights to subscribe for or purchase our indebtedness to holders of our Common Stock
or preferred stock; or
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issue common stock or preferred stock or additional stock or other securities or property to holders of our Common Stock or
preferred stock by way of spinoff, split-up, reclassification, combination of shares or similar corporate rearrangement.
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then the holders of common stock warrants
and preferred stock warrants, as applicable, will be entitled to receive upon exercise of the warrants, in addition to the securities
otherwise receivable upon exercise of the warrants and without paying any additional consideration, the amount of stock and other
securities and property such holders would have been entitled to receive had they held the common stock or preferred stock, as
applicable, issuable under the warrants on the dates on which holders of those securities received or became entitled to receive
such additional stock and other securities and property.
Except as stated above or as otherwise
set forth in the applicable prospectus supplement or free writing prospectus, the exercise price and number of securities covered
by a common stock warrant and preferred stock warrant, and the amounts of other securities or property to be received, if any,
upon exercise of those warrants, will not be adjusted or provided for if we issue those securities or any securities convertible
into or exchangeable for those securities, or securities carrying the right to purchase those securities or securities convertible
into or exchangeable for those securities.
Holders of common stock warrants and preferred
stock warrants may have additional rights under the following circumstances:
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certain reclassifications, capital reorganizations or changes of the common stock or preferred stock, as applicable;
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certain share exchanges, mergers, or similar transactions involving us, and which result in changes of the common stock or
preferred stock, as applicable; or
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certain sales or dispositions to another entity of all or substantially all of our property and assets.
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If one of the above transactions occurs
and holders of our Common Stock or preferred stock are entitled to receive stock, securities or other property with respect to
or in exchange for their securities, the holders of the common stock warrants and preferred stock warrants then outstanding, as
applicable, will be entitled to receive upon exercise of their warrants the kind and amount of shares of stock and other securities
or property that they would have received upon the applicable transaction if they had exercised their warrants immediately before
the transaction.
DESCRIPTION OF OUR UNITS
This section outlines some of the provisions
of the units and the unit agreements. This information may not be complete in all respects and is qualified entirely by reference
to the unit agreement with respect to the units of any particular series. The specific terms of any series of units will be described
in the applicable prospectus supplement or free writing prospectus. If so described in a particular prospectus supplement or free
writing prospectus, the specific terms of any series of units may differ from the general description of terms presented below.
As specified in the applicable prospectus
supplement, we may issue units consisting of one or more shares of common stock, shares of preferred stock, debt securities, warrants
or any combination of such securities.
The applicable prospectus supplement will
specify the following terms of any units in respect of which this prospectus is being delivered:
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the terms of the units and of any of the shares of common stock, shares of preferred stock, debt securities, or warrants comprising
the units, including whether and under what circumstances the securities comprising the units may be traded separately;
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a description of the terms of any unit agreement governing the units;
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if appropriate, a discussion of material U.S. federal income tax considerations; and
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a description of the provisions for the payment, settlement, transfer or exchange of the units.
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DESCRIPTION OF OVERALLOTMENT
PURCHASE RIGHTS
We summarize below some of the provisions
that will apply to the overallotment purchase rights unless the applicable prospectus supplement provides otherwise. This
summary may not contain all information that is important to you. The complete terms of the overallotment purchase rights will
be contained in the applicable overallotment purchase rights certificate and overallotment purchase rights agreement. These documents
have been or will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is
a part. You should read the overallotment purchase rights certificate and the overallotment purchase rights agreement. You should
also read the prospectus supplement, which will contain additional information, and which may update or change some of the information
below.
General
We may issue, together with common or preferred
stock or warrants as units or separately, overallotment purchase rights for the purchase of shares of our common or preferred stock
or warrants. The terms of each overallotment purchase right will be discussed in the applicable prospectus supplement relating
to the particular series of overallotment purchase rights. The form(s) of certificate representing the overallotment purchase rights
and/or the overallotment purchase right agreement, will be, in each case, filed with the SEC as an exhibit to a document incorporated
by reference in the registration statement of which this prospectus is a part on or prior to the date of any prospectus supplement
relating to an offering of the particular overallotment purchase right. The following summary of material provisions of the overallotment
purchase rights, and the overallotment purchase right agreements is subject to, and qualified in their entirety by reference to,
all the provisions of the overallotment purchase rights agreement and overallotment purchase rights certificate applicable to a
particular series of overallotment purchase rights.
The prospectus supplement relating to any
series of overallotment purchase rights that are offered by this prospectus will describe, among other things, the following terms
to the extent they are applicable to that series of overallotment purchase rights:
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the procedures and conditions relating to the exercise of the overallotment purchase rights;
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the number of shares of our common or preferred stock or warrants, if any, issued with the overallotment purchase rights;
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the date, if any, on and after which the overallotment purchase rights and any related shares of our common or preferred stock
or warrants will be separately transferable;
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the offering price of the overallotment purchase rights, if any;
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the number of shares of our common or preferred stock or warrants which may be purchased upon exercise of the overallotment
purchase rights and the price or prices at which the shares or warrants may be purchased upon exercise;
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the date on which the right to exercise the overallotment purchase rights will begin and the date on which the right will expire;
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a discussion of the material United States federal income tax considerations applicable to the exercise of the overallotment
purchase rights;
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anti-dilution provisions of the overallotment purchase rights, if any;
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call provisions of the overallotment purchase rights, if any; and
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any other material terms of the overallotment purchase rights.
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Each overallotment purchase right may entitle
the holder to purchase for cash, or, in limited circumstances, by effecting a cashless exercise for, the number of shares of our
common or preferred stock or warrants at the exercise price that is described in the applicable prospectus supplement. Overallotment
purchase rights will be exercisable during the period of time described in the applicable prospectus supplement. After that period,
unexercised overallotment purchase rights will be void. Overallotment purchase rights may be exercised in the manner described
in the applicable prospectus supplement.
A holder of an overallotment purchase right
will not have any of the rights of a holder of our common or preferred stock before the stock is purchased upon exercise of the
overallotment purchase right. Therefore, before an overallotment purchase right is exercised, the holder of the overallotment purchase
right will not be entitled to receive any dividend payments or exercise any voting or other rights associated with shares of our
common or preferred stock which may be purchased when the overallotment purchase right is exercised.
Transfer Agent and Registrar
The transfer agent and registrar, if any,
for any overallotment purchase rights will be set forth in the applicable prospectus supplement.
Stock Rights
The complete terms of the rights will be
contained in the rights agreements we enter into with rights agents. These documents will be included or incorporated by reference
as exhibits to the registration statement of which this prospectus is a part. You should read the rights agreements and any related
documents. You also should read the prospectus supplement, which will contain additional information, and which may update or change
some of the information below.
This Section describes the general terms
of the rights to purchase Common Stock or other securities that we may offer to stockholders using this prospectus. Further terms
of the rights will be stated in the applicable prospectus supplement (or applicable free writing prospectus). The following description
and any description of the rights in a prospectus supplement (or applicable free writing prospectus) may not be complete and is
subject to and qualified in its entirety by reference to the terms of any agreement relating to the rights.
Stock Rights may be issued independently
or together with any other security and may or may not be transferable. As part of any rights offering, we may enter into a standby
underwriting or other arrangement under which the underwriters or any other person would purchase any securities that are not purchased
in such rights offering. If we issue rights, each series of rights will be issued under a separate rights agreement to be entered
into between us and a bank or trust company, as rights agent, that will be named in the applicable prospectus supplement. Further
terms of the rights will be stated in the applicable prospectus supplement. The rights agent will act solely as our agent and will
not assume any obligation to any holders of rights certificates or beneficial owners of rights. The rights agreements and rights
certificates will be filed with the SEC as an exhibit to the registration statement of which this prospectus is a part or as an
exhibit to a filing incorporated by reference in the registration statement. See “Where You Can Find Additional Information”
for information on how to obtain copies of the rights agreements and rights certificates.
The prospectus supplement relating to any
rights we offer will describe the specific terms of the offering and the rights, including the record date for stockholders entitled
to the rights distribution, the number of rights issued and the number of shares of Common Stock that may be purchased upon exercise
of the rights, the exercise price of the rights, the date on which the rights will become effective and the date on which the rights
will expire, and any applicable U.S. federal income tax considerations.
In general, a right entitles the holder
to purchase for cash a specific number of shares of Common Stock or other securities at a specified exercise price. The rights
are normally issued to stockholders as of a specific record date, may be exercised only for a limited period of time and become
void following the expiration of such period. If we determine to issue rights, we will accompany this prospectus with a prospectus
supplement that will describe, among other things:
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the record date for stockholders entitled to receive the rights;
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the number of shares of Common Stock or other securities that may be purchased upon exercise of each right;
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the exercise price of the rights;
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the terms for changes to or adjustments in the exercise price, if any;
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whether the rights are transferable;
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the period during which the rights may be exercised and when they will expire;
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the steps required to exercise the rights;
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whether the rights include “oversubscription rights” so that the holder may purchase more securities if other holders do not purchase their full allotments;
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whether we intend to sell the shares of Common Stock or other securities that are not purchased in the rights offering to an underwriter or other purchaser under a contractual “standby” commitment or other arrangement;
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our ability to withdraw or terminate the rights offering;
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any material United States federal income tax consequences; and
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other material terms, including terms relating to transferability, exchange, exercise or amendment of the rights.
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If fewer than all of the rights issued
in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to
or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements,
as described in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised rights
will become void.
PLAN OF DISTRIBUTION
We may sell the securities being offered pursuant to this prospectus
to or through underwriters, through dealers, through agents, or directly to one or more purchasers or through a combination of
these methods. The applicable prospectus supplement will describe the terms of the offering of the securities, including:
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the name or names of any underwriters, if, and if required, any dealers or agents;
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the purchase price of the securities and the proceeds we will receive from the sale;
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any underwriting discounts and other items constituting underwriters’ compensation;
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any discounts or concessions allowed or re-allowed or paid to dealers; and
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any securities exchange or market on which the securities may be listed or traded.
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We may distribute the securities from time-to-time in
one or more transactions at:
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a fixed price or prices, which may be changed;
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market prices prevailing at the time of sale;
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prices related to such prevailing market prices; or
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Only underwriters named in the prospectus
supplement are underwriters of the securities offered by the prospectus supplement.
If underwriters are used in an offering,
we will execute an underwriting agreement with such underwriters and will specify the name of each underwriter and the terms of
the transaction (including any underwriting discounts and other terms constituting compensation of the underwriters and any dealers)
in a prospectus supplement. The securities may be offered to the public either through underwriting syndicates represented by managing
underwriters or directly by one or more investment banking firms or others, as designated. If an underwriting syndicate is used,
the managing underwriter(s) will be specified on the cover of the prospectus supplement. If underwriters are used in the sale,
the offered securities will be acquired by the underwriters for their own accounts and may be resold from time-to-time in one or
more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time
of sale. Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from
time-to-time. Unless otherwise set forth in the prospectus supplement, the obligations of the underwriters to purchase the offered
securities will be subject to conditions precedent, and the underwriters will be obligated to purchase all of the offered securities,
if any are purchased.
We may grant to the underwriter’s
options to purchase additional securities to cover over-allotments, if any, at the public offering price, with additional underwriting
commissions or discounts, as may be set forth in a related prospectus supplement. The terms of any overallotment option will be
set forth in the prospectus supplement for those securities.
If we use a dealer in the sale of the securities
being offered pursuant to this prospectus or any prospectus supplement, we will sell the securities to the dealer, as principal.
The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
The names of the dealers and the terms of the transaction will be specified in a prospectus supplement.
We may sell the securities directly or
through agents we designate from time-to-time. We will name any agent involved in the offering and sale of securities and we will
describe any commissions we will pay the agent in the prospectus supplement.
We may authorize agents or underwriters
to solicit offers by institutional investors to purchase securities from us at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will
describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus
supplement.
In connection with the sale of the securities,
underwriters, dealers or agents may receive compensation from us or from purchasers of the securities for whom they act as agents,
in the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and those dealers
may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers
for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities, and any
institutional investors or others that purchase securities directly for the purpose of resale or distribution, may be deemed to
be underwriters, and any discounts or commissions received by them from us and any profit on the resale of the Common Stock by
them may be deemed to be underwriting discounts and commissions under the Securities Act. No Financial Industry Regulatory Authority
(FINRA) member firm may receive compensation in excess of that allowable under FINRA rules, including FINRA Rule 5110, in connection
with the offering of the securities.
We may provide agents, underwriters and
other purchasers with indemnification against particular civil liabilities, including liabilities under the Securities Act, or
contribution with respect to payments that the agents, underwriters or other purchasers may make with respect to such liabilities.
Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.
To facilitate the public offering of a
series of securities, persons participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect
the market price of the securities. This may include over-allotments or short sales of the securities, which involves the sale
by persons participating in the offering of more securities than have been sold to them by us. In exercising the overallotment
option granted to those persons. In addition, those persons may stabilize or maintain the price of the securities by bidding for
or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to underwriters or
dealers participating in any such offering may be reclaimed if securities sold by them are repurchased in connection with stabilization
transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above
that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. We make
no representation or prediction as to the direction or magnitude of any effect that the transactions described above, if implemented,
may have on the price of our securities.
Unless otherwise specified in the applicable
prospectus supplement, any Common Stock sold pursuant to a prospectus supplement will be eligible for trading on the Nasdaq Capital
Market. Any underwriters to whom securities are sold by us for public offering and sale may make a market in the securities, but
such underwriters will not be obligated to do so and may discontinue any market making at any time without notice.
In order to comply with the securities
laws of some states, if applicable, the securities offered pursuant to this prospectus will be sold in those states only through
registered or licensed brokers or dealers. In addition, in some states securities may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and
complied with.
LEGAL MATTERS
Unless otherwise indicated in the applicable
prospectus supplement, the validity of the securities offered hereby will be passed upon for us by Brinen & Associates, LLC,
New York, New York. If the validity of the securities offered hereby in connection with offerings made pursuant to this prospectus
are passed upon by counsel for the underwriters, dealers or agents, if any, such counsel will be named in the prospectus supplement
relating to such offering.
EXPERTS
The balance sheets of Odyssey Group International,
Inc. as of the fiscal years ended July 31, 2020 and 2019 and the related statements of operations, changes in stockholders’
equity (deficit), and cash flows for each of the years then ended have been audited by Turner Stone & Co., LLP, independent
registered public accounting firm as stated in their report, which is incorporated herein by reference which report includes an
explanatory paragraph about the existence of substantial doubt concerning the Company’s ability to continue as a going concern.
Such financial statements have been incorporated herein by reference in reliance on the report of such firm given upon their authority
as expert in accounting and auditing.
LIMITATION ON LIABILITY AND DISCLOSURE
OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing
provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of such issue.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus and any subsequent prospectus
supplements do not contain all of the information in the Registration Statement. We have omitted from this prospectus some parts
of the Registration Statement as permitted by the rules and regulations of the SEC. Statements in this prospectus concerning any
document we have filed as an exhibit to the Registration Statement or that we otherwise filed with the SEC are not intended to
be comprehensive and are qualified in their entirety by reference to these filings. In addition, we file annual, quarterly and
current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports,
proxy and information statements and other information that we file electronically with the SEC, including us. The SEC’s
Internet site can be found at http://www.sec.gov. In addition, we make available on or through our Internet site copies of these
reports as soon as reasonably practicable after we electronically file or furnished them to the SEC. Our Internet site can be found
at http: http://www.odysseygi.com/. Our website is not a part of this prospectus.
INFORMATION INCORPORATED BY REFERENCE
We have elected to incorporate certain
information by reference into this prospectus. By incorporating by reference, we can disclose important information to you by referring
you to other documents we have filed or will file with the SEC. The information incorporated by reference is deemed to be part
of this prospectus, except for information incorporated by reference that is superseded by information contained in this prospectus.
This means that you must look at all of the SEC filings that we incorporate by reference to determine if any statements in the
prospectus or any document previously incorporated by reference have been modified or superseded. This prospectus incorporates
by reference the documents set forth below that we have previously filed with the SEC under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”):
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our Current Report on Form 8-K filed with the SEC on December 15, 2020, January 8, 2021, January 11, 2021, January 26, 2021,
January 28, 2021, and March 2, 2021; and
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·
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the description of our Common Stock set forth in the Registration Statement on Form 8-A12G filed on August 14, 2020, including
any amendment or report filed for the purpose of updating such description.
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All documents subsequently filed by the
Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of the initial filing
of the registration statement and prior to effectiveness of the registration statement that contains this prospectus and prior
to the termination of the offering (except in each case the information contained in such document to the extent “furnish”
and not “filed”), shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated
or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
PROSPECTUS
Odyssey Group International, Inc.
$75,000,000
Common Stock
Preferred Stock
Debt Securities
Stock Rights
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth our costs
and expenses in connection with the registration of our securities as described in this Registration Statement. All of the amounts
shown are estimates except the Commission Registration Fee and the FINRA filing fee.
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AMOUNT
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SEC registration fee
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$ 8,182.50
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Legal fees and expenses
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*
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Accounting fees and expenses
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*
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Transfer agent fees and expenses
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*
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Miscellaneous expenses
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*
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Total
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$ 8,182.50
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* Estimated expenses not presently known.
Item 15. Indemnification of Directors and Officers.
We are a Nevada corporation and generally governed by the Nevada
Private Corporations Code, Title 78 of the Nevada Revised Statutes, or NRS (2019).
Section 78.138 of the NRS (2019) provides
that, unless the corporation’s articles of incorporation provide otherwise, a director or officer will not be individually
liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her
fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or a knowing violation of the law.
Section 78.7502 of the NRS (2019) permits
a Nevada corporation to indemnify its directors and officers against expenses, judgments, fines, and amounts paid in settlement
actually and reasonably incurred in connection with a threatened, pending, or completed action, suit, or proceeding, except an
action by or on behalf of the corporation, if the officer or director (i) is not liable pursuant to NRS 78.138 (2019), or (ii)
acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of
the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director
was unlawful. Section 78.7502 of the NRS (2019) also requires a corporation to indemnify its officers and directors if they have
been successful on the merits or otherwise in defense of any claim, issue, or matter resulting from their service as a director
or officer.
Section 78.751 of the NRS (2019) permits
a Nevada corporation to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal
action, suit, or proceeding as they are incurred and in advance of final disposition thereof, upon determination by the stockholders,
the disinterested board members, or by independent legal counsel. Section 78.751 of NRS (2019) requires a corporation to advance
expenses as incurred upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately
determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the corporation
if so provided in the corporation’s articles of incorporation, bylaws, or other agreement. Section 78.751 of the NRS (2019)
further permits the corporation to grant its directors and officers additional rights of indemnification under its articles of
incorporation, bylaws or other agreement.
Section 78.752 of the NRS (2019) provides
that a Nevada corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who
is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, for any liability
asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising
out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.
Our Articles of Incorporation and bylaws
implement the indemnification and insurance provisions permitted by Chapter 78 of the NRS (2019) by providing that:
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We shall indemnify our directors and officers to the fullest extent permitted by the NRS against
expense, liability and loss reasonably incurred or suffered by them in connection with their service as an officer or director;
and
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·
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We may purchase and maintain insurance, or make other financial arrangements, on behalf of any
person who holds or who has held a position as a director, officer, or representative against liability, cost, payment, or expense
incurred by such person.
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At the present time, there is no pending
litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required
or permitted. We are not aware of any threatened litigation or proceeding which may result in a claim for such indemnification.
Item 16. Exhibits.
Exhibit
Number
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Description of Document
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1.1
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Form of Underwriting Agreement.(1)
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4.1
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Specimen Certificate representing shares of Common Stock.
*
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4.2
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Form of specimen certificate for Preferred Stock of Registrant, if any. (1)
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4.3
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Certificate of designation for Preferred Stock, if any. (1)
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4.4
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Form of indenture with respect to senior Debt Securities, to be entered into between Registrant and a trustee acceptable to the Registrant, if any. (1)
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4.5
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Form of indenture with respect to subordinated Debt Securities, to be entered into between Registrant and a trustee acceptable to the Registrant, if any. (1)
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4.6
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Form of Debt Securities, if any. (1)
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4.7
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Form of right agreement, if any. (1)
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5.1
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Opinion of Brinen & Associates, LLC. *
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23.1
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Consent of Turner Stone & Co., LLP., Independent Registered Public Accounting Firm. *
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23.2
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Consent of Brinen & Associates, LLC. * (included with Exhibit 5.1)
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24.1
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Powers of Attorney (included on signature page to this registration
statement) *
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____________________________
(1) To
the extent applicable, to be filed by a post-effective amendment or as an exhibit to a document filed under the Exchange Act and
incorporated by reference herein.
* Filed herewith.
Item 17. Undertakings.
a.
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The undersigned Registrant hereby undertakes:
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1.
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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i.
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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ii.
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
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iii.
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To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the registration statement;
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Provided however, that paragraphs (a)(1)(i), (a)(1)(ii)
and (a)(1)(iii) of this Section do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the registration statement.
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2.
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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3.
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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4.
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That, for the purpose of determining liability under the Securities Act to any purchaser:
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i.
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Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
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ii.
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Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
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5.
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That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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i.
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Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
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ii.
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
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iii.
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The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
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iv.
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Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
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b.
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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c.
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The undersigned Registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.
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d.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements
of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in City of Irvine, State of California on March 17, 2021.
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Odyssey Group International, Inc.
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By:
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/s/ J. Michael Redmond
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Name:
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J. Michael Redmond
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Title:
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Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature
appears below constitutes and appoints Joseph Michael Redmond and Christine Farrell, and each of them acting individually and without
the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for
him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed below by the following persons in the capacities and on March 17, 2021.
Signature
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Title
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Date
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/s/J. Michael Redmond
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Chairman and Chief Executive Officer
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March 17, 2021
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J. Michael Redmond
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(Principal Executive Officer)
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/s/Christine M. Farrell
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Chief Financial Officer
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March 17, 2021
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Christine M. Farrell
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(Principal Financial and Accounting Officer)
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/s/Joseph Michael Redmond
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Director
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March 17, 2021
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Joseph Michael Redmond
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/s/Jerome H. Casey
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Director
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March 17, 2021
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Jerome H. Casey
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/s/Jeffrey X. Conroy
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Director
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March 17, 2021
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Jeffrey X. Conroy
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/s/John P. Gandolfo
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Director
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March 17, 2021
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John P. Gandolfo
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/s/Jacob Vanlandingham
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Director
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March 17, 2021
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Jacob Vanlandingham
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