Li Nan (LN) 4

4 · Odyssey Therapeutics, Inc. · Filed May 11, 2026

AI-generated summary of this filing

Updated May 12, 2026

Odyssey Therapeutics (ODTX) Director Li Nan Buys $20M, Converts Preferred

What Happened

Li Nan, a director of Odyssey Therapeutics (ODTX), purchased 1,111,111 shares at $18.00 per share on 2026-05-11 for a total of $19,999,998 (reported as a P purchase). This is a significant insider buy.
The filing also reports conversions of derivative securities (code C): one line shows 1,709,543 shares acquired via conversion and another line shows 16,611,626 derivative shares listed as disposed (both reported 2026-05-11). These conversion entries relate to corporate reorganizations tied to the company’s IPO rather than open-market sales.

Key Details

Transaction date: 2026-05-11 (filing date/period of report also 2026-05-11).
Purchase: 1,111,111 shares @ $18.00 = $19,999,998 (footnote F3: reflects shares purchased in the issuer’s initial public offering).
Conversions reported: +1,709,543 shares (C) and a separate C-line showing 16,611,626 shares disposed (reported as derivative conversions).
Footnotes of note:
- F1: Series D Preferred automatically converted to Common immediately prior to the IPO on a 1-for-9.7170 basis for no additional consideration.
- F3: The $18 purchase reflects IPO allotment.
- F4: Figures give effect to a 1-for-9.7170 reverse stock split effected prior to the IPO closing.
- F2 relates to an institutional holder (Dimension Capital) and disclaims beneficial ownership; it pertains to other reporting persons in the filing, not Li Nan’s direct trade.
Shares owned after the transaction: not specified in the excerpt provided.
Filing timeliness: no late filing flag indicated.

Context

The $20M purchase is a direct insider buy (IPO allocation), which retail investors often view as a meaningful signal because it involves the insider increasing their direct equity exposure.
The conversion lines reflect automatic corporate actions (conversion of preferred/derivative instruments into common stock linked to the IPO and reverse split) rather than a market sale; such conversions are common around IPO closings and should not be read as the insider cashing out.
No indication of a 10b5‑1 plan, tax withholding sale, or other programmed trading was reported in the provided details.

Form 4

Period: 2026-05-11

Director

Transactions

Conversion
Common Stock
[F1][F2]
2026-05-11+1,709,543→ 2,222,405 total(indirect: See footnote)
Purchase
Common Stock
[F3][F2]
2026-05-11$18.00/sh+1,111,111$19,999,998→ 3,333,516 total(indirect: See footnote)
Conversion
Series D Convertible Preferred Stock
[F1][F4][F2]
2026-05-11−16,611,626→ 0 total(indirect: See footnote)
→ Common Stock (1,709,543 underlying)

Footnotes (4)

[F1]The Series D Preferred Stock automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-9.7170 basis for no additional consideration.
[F2]These securities are held by Dimension Capital II, L.P. Dimension Capital II, L.P. is controlled by Dimension Capital II GP, L.P., its general partner, which is itself controlled by Dimension Capital II GP, LLC. The Reporting Person, Adam Goulburn and Zavain Dar serve as the members of Dimension Capital II GP, LLC. The Reporting Person disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein.
[F3]Reflects shares purchased in the Issuer's initial public offering.
[F4]Gives effect to the 1-for-9.7170 reverse stock split effected prior to the closing of the Issuer's initial public offering.

Signature

/s/ Jolie M. Siegel, Attorney-in-Fact|2026-05-11

1 file