Odyssey Therapeutics, Inc. 8-K

What Happened
Odyssey Therapeutics, Inc. (ODTX) filed an 8‑K on May 11, 2026 reporting a private placement and corporate document updates tied to its IPO closing. The company entered a Share Purchase Agreement (dated May 7, 2026) with TPG LSI Rise Orazio II, L.P. for the purchase of 1,388,889 shares of common stock at the IPO price of $18.00 per share (aggregate gross proceeds of $25,000,002). The company also filed an amended and restated certificate of incorporation and amended and restated bylaws effective as of the IPO closing.

Key Details

• Private placement: 1,388,889 shares at $18.00 per share; gross proceeds $25,000,002.
• Purchaser: TPG LSI Rise Orazio II, L.P., an affiliate of an existing stockholder.
• Placement agents: J.P. Morgan, TD Securities, Cantor Fitzgerald, Wedbush, and Oppenheimer; placement agent fee = 7.0% of the purchase price (approx. $1.75M).
• Registration/rights: Shares were issued in a private placement under Section 4(a)(2). The Shares will be treated as registrable securities under the company’s Third Amended and Restated Investor Rights Agreement (dated June 16, 2025), potentially giving the holder registration rights subject to agreement terms.
• Corporate governance: Amended and restated certificate of incorporation and bylaws were approved and filed with Delaware on May 11, 2026, effective immediately prior to the IPO closing.

Why It Matters
This filing documents a concurrent private sale of common stock to an affiliated institutional investor as part of the IPO process, generating $25.0M in gross proceeds and incurring placement fees. Investors should note the issuance increases outstanding shares by 1,388,889 and that the purchaser has registration rights under the investor rights agreement, which can affect future share registration and resale timing. The amended certificate and bylaws reflect governance updates tied to the IPO.