{"schema_version":"secwatch.filing_event.v1","accession":"0001683168-23-005902","form_type":"8-K","ticker":"ODYY","cik":"0001626644","company_name":"Odyssey Health, Inc.","filed_at":"2023-08-18T23:59:59+00:00","discovered_at":"2026-05-14T18:03:34.603709+00:00","generated_at":"2026-06-11T06:57:15.443026+00:00","sec_items":["1.01","2.03","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Odyssey Health issues $500K convertible note with warrants tied to Spinco IPO","bullets":["Note purchase agreement with two accredited investors for $500,000 principal amount.","Note due 12 months from execution or upon completion of a Senior Exchange Listing of Spinco.","12% annual interest; convertible into Spinco common stock at 70% of Spinco's IPO price.","Warrants permit purchase of 200% of loan amount divided by Spinco IPO price.","Proceeds to fund uplist pursuit, legal, and general working capital."],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-23-005902","json":"https://secwatch.observer/filing/0001683168-23-005902.json","markdown":"https://secwatch.observer/filing/0001683168-23-005902.md","text":"https://secwatch.observer/filing/0001683168-23-005902.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1626644/000168316823005902/0001683168-23-005902-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1626644/000168316823005902/odyssey_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-11T06:57:15.443026+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"6c4d86c036ac81362c7c1d0ebc3fe8e83ef3e6d6","claim":"Odyssey Health, Inc. incurred convertible notes of five hundred thousand ($500,000) with two accredited investors at 12% per annum maturing the later of twelve (12) months from execution or completion of a Senior Exchange Listing of the Company or a Company Spinout (\"Spinco\") of its ONP Technology.","evidence_excerpt":"desires to issue and sell, as set forth in the NPA (i) a Convertible Promissory Note of the Company, (the “Note”), in aggregate principal amount of five hundred thousand ($500,000), (the “Loan Amount”), (ii) due and payable in full on or after the later of twelve (12) months from execution or completion of a Senior Exchange Listing of the Company or a","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1626644/000168316823005902/0001683168-23-005902-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"five hundred thousand ($500,000)"},{"label":"Counterparty","value":"two accredited investors"},{"label":"Rate","value":"12% per annum"},{"label":"Maturity","value":"the later of twelve (12) months from execution or completion of a Senior Exchange Listing of the Company or a Company Spinout (\"Spinco\") of its ONP Technology"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"9cddfaa3b1e8f0d5fb1c76ad066a71acf7104de8","claim":"Odyssey Health, Inc. entered into Note Purchase Agreement with two accredited investors valued at aggregate principal amount of five hundred thousand ($500,000) (effective 2023-08-15).","evidence_excerpt":"On August 15, 2023, Odyssey Health, Inc., f/k/a Odyssey Group International, Inc. (the “Company”) entered into a Note Purchase Agreement (the “NPA”) with two accredited investors.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1626644/000168316823005902/0001683168-23-005902-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"two accredited investors"},{"label":"Value","value":"aggregate principal amount of five hundred thousand ($500,000)"},{"label":"Effective","value":"2023-08-15"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}