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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File Number: 001-43270

Odyssey Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	86-3384382
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
51 Sleeper Street, Suite 800 Boston, Massachusetts	02210
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 865-9628

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, par value $0.0001 per share

     ODTX

     The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 16, 2026, the registrant had 48,031,320 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION	4

Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss	5
	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39

PART II.	OTHER INFORMATION	40

Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	98
Item 3.	Defaults Upon Senior Securities	99
Item 4.	Mine Safety Disclosures	99
Item 5.	Other Information	99
Item 6.	Exhibits	100
Signatures		101

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, or this Quarterly Report, contains forward-looking statements about us and our industry within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, product candidates, plans for and results of preclinical studies and clinical trials, research and development costs, manufacturing plans, regulatory approvals, timing and likelihood of success, as well as plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negatives of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about:

•

the initiation, timing, progress and results of our preclinical studies, clinical trials and research programs for our product candidates, including OD-001 and OD-002;

•

the beneficial characteristics, safety and efficacy of our product candidates and the potential advantages of our product candidates compared to alternative therapies;

•

the prevalence of certain diseases and conditions we intend to treat and the size of the market opportunity for our product candidates;

•

estimates of the number of patients with certain diseases and conditions we intend to treat and the number of patients that we will enroll in our clinical trials;

•

the timing or likelihood of regulatory filings and approval for our product candidates;

•

our ability to meet future regulatory standards with respect to our product candidates, if approved;

•

our plans relating to the further development and manufacturing of our product candidates, including for additional indications that we may pursue;

•

the rate and degree of market acceptance and therapeutic benefits of our product candidates, if approved;

•

our ability to develop or partner and progress our current and future product candidates;

•

the implementation of our strategic plans for our business, product candidates, research programs and technologies;

•

the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates;

•

anticipated developments related to our competitors and our industry;

•

our competitive position and the success of competing therapies that are or may become available;

•

our ability to maintain our current license agreements and collaborations and identify and enter into future license agreements and collaborations;

•

the expected potential benefits of strategic collaborations with third parties and our ability to attract collaborators with development, regulatory, manufacturing or commercialization expertise;

•

our reliance on third parties to conduct clinical trials of or manufacture our product candidates;

•

our plans relating to sales strategy, manufacturing and commercializing our product candidates, if approved;

•

anticipated regulatory developments in the United States and foreign countries in which we may seek regulatory approval for our product candidates in the future;

•

our ability to attract and retain key scientific and management personnel;

•

our financial performance;

•

the costs of operating as a public company;

•

the sufficiency of our existing capital resources to fund our future operating expenses and capital expenditure requirements;

•

our expectations regarding the period during which we will qualify as an emerging growth company under the Jumpstart Our Business Startups Act, as amended, or the JOBS Act, or a smaller reporting company; and

•

our anticipated use of our existing resources and the proceeds from our initial public offering, or IPO, and the concurrent private placement, capital requirements and need for additional financing.

We caution you that the forward-looking statements highlighted above do not encompass all of the forward-looking statements made in this Quarterly Report.

We have based the forward-looking statements contained in this Quarterly Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section of this Quarterly Report titled “Risk Factors” and elsewhere in this Quarterly Report. Moreover, we operate in a very competitive and challenging environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report to reflect events or circumstances after the date of this Quarterly Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, other strategic transactions or investments we may make or enter into.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

SUMMARY OF RISK FACTORS

Our ability to implement our business strategy is subject to numerous risks that you should be aware of before making an investment decision. These risks are described more fully in Part II, Item 1A - Risk Factors in this Quarterly Report. These risks include, among others:

•

We are a clinical-stage biotechnology company with a limited operating history and a history of incurring substantial net losses, have no products approved for commercial sale, have never generated revenue from product sales and may never be profitable.

•

We will require substantial additional capital to finance our operations. If we are unable to raise such capital when needed, or on acceptable terms, we may be forced to delay, reduce or eliminate one or more of our research and drug development programs or future commercialization efforts.

•

Our business depends entirely on the success of our product candidates and development programs, including OD-001 and OD-002, and we cannot guarantee that any or all of our current or future product candidates will successfully complete clinical development, receive regulatory approval or be successfully commercialized. If we are unable to develop, receive regulatory approval for and ultimately successfully commercialize our product candidates, or experience significant delays in doing so, our business will be materially harmed.

•

Our future success depends on our ability to retain and to continue to receive adequate attention from our key leaders, as well as on our ability to attract, retain and motivate qualified personnel.

•

Our two most advanced product candidates are currently in a phase 2a clinical trial and IND-enabling studies, respectively. We have never successfully completed any large-scale or pivotal clinical trials with our product candidates, and we may be unable to do so for any product candidates we develop.

•

Preclinical and clinical development involves a lengthy and expensive process, with an uncertain outcome. We or our collaborators may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of our current product candidates or any future product candidates.

•

We face substantial competition, which may result in others discovering, developing or commercializing drugs before or more successfully than we do.

•

If we are unable to obtain and maintain sufficient intellectual property protection for our product candidates and any future product candidates we may develop, or if the scope of the intellectual property protection obtained is not sufficiently broad, our competitors or other third parties could develop and commercialize products similar or identical to ours, and our ability to successfully develop and commercialize our product candidates may be adversely affected.

•

We have relied and expect to continue to rely on third parties to conduct our preclinical studies and clinical trials. If those third parties do not perform as contractually required, fail to satisfy legal or regulatory requirements, miss expected deadlines or terminate the relationship, our development programs could be delayed, more costly or unsuccessful, and we may never be able to seek or obtain regulatory approval for or commercialize our product candidates.

•

We rely on third-party manufacturers and suppliers to supply our product candidates. The loss of our third-party manufacturers or suppliers, or their failure to comply with applicable regulatory requirements or to supply sufficient quantities at acceptable quality levels or prices, within acceptable time frames, or at all, would materially and adversely affect our business, financial condition, results of operations and prospects.

•

Our stock price may be volatile, which could result in substantial losses for investors.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Odyssey Therapeutics, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data) (unaudited)


	March 31, 2026			December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	35,719		$	41,687
Short-term marketable securities		140,030			139,671
Prepaid expenses and other current assets		9,352			9,298
Total current assets		185,101			190,656
Property and equipment, net		6,556			7,209
Right-of-use assets		17,920			18,804
Goodwill		14,072			14,327
Intangible asset		160			262
Long-term marketable securities		-			35,198
Other non-current assets		5,261			3,332
Total assets	$	229,070		$	269,788
Liabilities, Convertible Preferred Stock and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	8,219		$	7,872
Accrued expenses and other current liabilities		8,618			13,392
Lease liabilities, current		5,374			5,211
Total current liabilities		22,211			26,475
Contingent consideration and warrant liability		6,242			6,133
Lease liabilities, non-current		20,753			21,900
Total liabilities		49,206			54,508
Commitments and contingencies (see Note 14)
Series A convertible preferred stock, net of issuance costs, $0.0001 par value: 43,749,045 shares authorized as of March 31, 2026 and December 31, 2025; and 43,732,797 shares issued and outstanding as of March 31, 2026 and December 31, 2025 (liquidation preference $84,796 as of March 31, 2026 and December 31, 2025)		216,503			216,503
Series B convertible preferred stock, net of issuance costs, $0.0001 par value: 26,601,360 shares authorized as of March 31, 2026 and December 31, 2025; and 26,601,360 shares issued and outstanding as of March 31, 2026 and December 31, 2025 (liquidation preference $66,100 as of March 31, 2026 and December 31, 2025)		167,765			167,765
Series C convertible preferred stock, net of issuance costs, $0.0001 par value: 24,901,598 shares authorized as of March 31, 2026 and December 31, 2025; and 24,901,598 shares issued and outstanding as of March 31, 2026 and December 31, 2025 (liquidation preference $49,065 as of March 31, 2026 and December 31, 2025)		123,259			123,259
Series D convertible preferred stock, net of issuance costs, $0.0001 par value: 142,016,823 shares authorized as of March 31, 2026 and December 31, 2025; and 141,950,377 shares issued and outstanding as of March 31, 2026 and December 31, 2025 (liquidation preference $213,631 as of March 31, 2026 and December 31, 2025)		196,031			196,031
Stockholders’ deficit:
Common stock, $0.0001 par value: 365,081,240 shares authorized as of March 31, 2026 and December 31, 2025; 2,634,650 shares and 2,472,757 shares issued as of March 31, 2026 and December 31, 2025, respectively; 2,481,339 shares and 2,306,207 shares outstanding as of March 31, 2026 and December 31, 2025, respectively		-			-
Additional paid-in capital		82,854			79,616
Accumulated deficit		(606,401	)		(568,139	)
Accumulated other comprehensive income (loss)		(147	)		245
Total stockholders’ deficit		(523,694	)		(488,278	)
Total liabilities, convertible preferred stock, and stockholders’ deficit	$	229,070		$	269,788

The accompanying notes are an integral part of these condensed consolidated financial statements.

Odyssey Therapeutics, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share data) (unaudited)


	Three Months Ended March 31,
	2026			2025
Collaboration revenue	$	—		$	1,918
Operating expenses:
Research and development		32,321			38,774
General and administrative		7,350			7,952
Change in fair value of contingent consideration		109			(5,648	)
Total operating expenses		39,780			41,078
Operating loss		(39,780	)		(39,160	)
Other income (expense), net:
Interest income		1,708			1,156
Interest expense		(10	)		(2	)
Other expense, net		(117	)		(289	)
Total other income, net		1,581			865
Loss before income taxes		(38,199	)		(38,295	)
Income tax provision		63			140
Net loss	$	(38,262	)	$	(38,435	)
Other comprehensive (loss) income:
Foreign currency translation adjustment		(306	)		575
Unrealized loss on marketable securities, net of tax		(86	)		(10	)
Total other comprehensive (loss) income		(392	)		565
Comprehensive loss	$	(38,654	)	$	(37,870	)
Net loss attributable to common stockholders (see Note 16)		(38,262	)		(38,435	)
Net loss per share attributable to common stockholders, basic and diluted	$	(6.77	)	$	(39.37	)
Weighted-average common stock outstanding, basic and diluted		5,655,716			976,146

The accompanying notes are an integral part of these condensed consolidated financial statements.

Odyssey Therapeutics, Inc.

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit

(in thousands, except share and per share data) (unaudited)


	Series A convertible preferred stock				Series B convertible preferred stock				Series C convertible preferred stock				Series D convertible preferred stock				Common stock				Additional paid-in		Accumulated			Accumulated other comprehensive			Total stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		capital		deficit			income (loss)			deficit
Balance as of January 1, 2026		43,732,797	$	216,503		26,601,360	$	167,765		24,901,598	$	123,259		141,950,377	$	196,031		2,306,207	$	—	$	79,616	$	(568,139	)	$	245		$	(488,278	)
Exercises of common stock options		—		—		—		—		—		—		—		—		159,842		—		651		—			—			651
Vesting of restricted common stock		—		—		—		—		—		—		—		—		13,239		—		—		—			—			—
Stock-based compensation expense		—		—		—		—		—		—		—		—		—		—		2,587		—			—			2,587
Exercise of common stock warrants		—		—		—		—		—		—		—		—		2,051		—		—		—			—			—
Other comprehensive loss, net		—		—		—		—		—		—		—		—		—		—		—		—			(392	)		(392	)
Net loss		—		—		—		—		—		—		—		—		—		—		—		(38,262	)		—			(38,262	)
Balance as of March 31, 2026		43,732,797	$	216,503		26,601,360	$	167,765		24,901,598	$	123,259		141,950,377	$	196,031		2,481,339	$	-	$	82,854	$	(606,401	)	$	(147	)	$	(523,694	)


	Series A convertible preferred stock				Series B convertible preferred stock				Series C convertible preferred stock				Series D convertible preferred stock				Common stock				Additional paid-in		Accumulated			Accumulated other comprehensive			Total stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		capital		deficit			income (loss)			deficit
Balance as of January 1, 2025		45,414,682	$	223,869		26,601,360	$	167,765		24,901,598	$	123,259		—	$	—		959,115	$	—	$	38,306	$	(419,492	)	$	(1,341	)	$	(382,527	)
Exercises of common stock options		—		—		—		—		—		—		—		—		8,985		—		235		—			—			235
Vesting of restricted common stock		—		—		—		—		—		—		—		—		23,967		—		—		—			—			—
Stock-based compensation expense		—		—		—		—		—		—		—		—		—		—		2,989		—			—			2,989
Other comprehensive income, net		—		—		—		—		—		—		—		—		—		—		—		—			565			565
Net loss		—		—		—		—		—		—		—		—		—		—		—		(38,435	)		—			(38,435	)
Balance as of March 31, 2025		45,414,682	$	223,869		26,601,360	$	167,765		24,901,598	$	123,259		—	$	—		992,067	$	—	$	41,530	$	(457,927	)	$	(776	)	$	(417,173	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Odyssey Therapeutics, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands) (unaudited)


	Three Months Ended March 31,
	2026			2025
Cash flows from operating activities:
Net loss	$	(38,262	)	$	(38,435	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,171			1,299
Loss (gain) from disposal of property and equipment		(33	)		495
Right-of-use asset impairment expense		—			5,440
Accretion of discount on marketable securities		(296	)		(501	)
Stock-based compensation expense		2,587			2,989
Non-cash rent expense		879			1,024
Change in fair value of contingent consideration and warrant liability		109			(5,648	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		3			618
Other non-current assets		(1,686	)		(2,008	)
Accounts payable		484			713
Lease liabilities		(1,225	)		(1,065	)
Accrued expenses and other current liabilities		(4,766	)		(3,542	)
Net cash used in operating activities		(41,035	)		(38,621	)
Cash flows from investing activities:
Maturities of marketable securities		34,950			35,000
Purchases of property and equipment		(148	)		(927	)
Proceeds from sale of property and equipment		—			54
Net cash provided by investing activities		34,802			34,127
Cash flows from financing activities:
Proceeds from the exercise of common stock options		651			235
Payment of deferred offering costs		(143	)		—
Principal payments on finance leases		(24	)		(35	)
Net cash provided by financing activities		484			200
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		24			69
Decrease in cash, cash equivalents and restricted cash		(5,725	)		(4,225	)
Cash, cash equivalents and restricted cash, beginning of period		44,897			62,346
Cash, cash equivalents and restricted cash, end of period	$	39,172		$	58,121

Cash and cash equivalents, end of period	$	35,719		$	54,911
Restricted cash, included in other non-current assets, end of period		3,453			3,210
Total cash, cash equivalents and restricted cash, end of period	$	39,172		$	58,121

Supplemental cash flow information:
Cash paid for income taxes	$	30		$	40
Cash paid for interest	$	10		$	2

Supplemental disclosure of non-cash financing and investing activities:
Deferred offering costs included in accounts payable and accrued expenses and other current liabilities	$	1,603		$	5,677
Purchases of property and equipment included in accounts payable	$	—		$	—
Right-of-use assets obtained in exchange for new finance lease liabilities	$	278		$	—
Remeasurement of right-of-use assets and lease liabilities	$	—		$	—
Unrealized loss on marketable securities	$	180		$	43

The accompanying notes are an integral part of these condensed consolidated financial statements.

Odyssey Therapeutics, Inc.

Notes to Condensed Consolidated Financial Statements

(in thousands, except share and per share amounts) (unaudited)

Description of Business and Liquidity

Business

Odyssey Therapeutics, Inc. (the “Company”) is a clinical-stage biopharmaceutical company seeking to transform the standard of care for patients suffering from autoimmune and inflammatory diseases. To accomplish this, the Company is developing medicines that are designed to precisely target disease pathology with an initial emphasis on the innate immune system.

The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, completion of preclinical studies and clinical trials, obtaining regulatory approval for product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and ability to secure additional capital to fund operations. Product candidates currently under development by the Company will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance and reporting capabilities. Even if product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.

Reverse Stock Split

On May 1, 2026, the Company effected a 1-for-9.7170 reverse stock split of its issued and outstanding shares of voting common stock, which also resulted in a proportional adjustment to the conversion ratio for its non-voting common stock, to the existing conversion ratios of each series of its convertible preferred stock, and to the exercise prices and number of outstanding common stock warrants and stock options. Accordingly, all shares of voting common stock, stock options and common stock warrants, the as-converted preferred stock, and per share information presented in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the reverse stock split. The per share par value and authorized number of shares of the Company’s common stock were not adjusted as a result of the split.

Initial Public Offering

In May 2026, the Company completed its initial public offering (“IPO”), in which the Company sold 15,500,000 shares of its common stock at a public offering price of $18.00 per share resulting in aggregate net proceeds of approximately $255.4 million, after deducting underwriter discounts and commissions and other estimated offering expenses. Additionally, the Company sold 1,388,889 shares of its common stock in a concurrent private placement at a per share price equal to the public offering price paid in the IPO, resulting in additional net proceeds of approximately $23.3 million after deducting placement agent fees. In June 2026, the Company also sold an additional 600,000 shares of its common stock to the underwriters at a public offering price of $18.00 per share under the option granted to the underwriters, resulting in aggregate net proceeds of approximately $10.0 million, after deducting underwriter discounts and commissions.

Immediately prior to the closing of the IPO, the Company’s outstanding convertible preferred stock automatically converted into 24,596,000 shares of common stock, the Company’s outstanding convertible preferred stock warrants converted into 1,742 warrants to purchase common stock, and the Company’s outstanding common stock warrants were automatically exercised on a net exercise basis into 3,287,352 shares of common stock. Further, the Company’s outstanding non-voting common stock was automatically converted into an aggregate of 8,359 shares of its common stock immediately upon the closing of the IPO. Following the closing of the IPO, no shares of convertible preferred stock were outstanding. In connection with the closing of the IPO, the Company’s certificate of incorporation was amended and restated to authorize 500,000,000 shares of common stock, par value $0.0001 per share and 50,000,000 shares of undesignated preferred stock, par value $0.0001 per share.

Liquidity and Going Concern

The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business.

Since its inception, the Company has devoted substantially all of its resources to business planning, research and development activities, recruiting management and technical staff, raising capital, producing materials for preclinical studies and clinical trials, developing and establishing the Company’s intellectual property portfolio, entering into collaboration agreements, acquiring companies or assets to further the Company’s development programs and building infrastructure to support such activities. The Company has financed its operations primarily through the sale of shares of convertible preferred stock, the proceeds from research collaborations and license agreements, and through the sale of its common stock in its IPO and concurrent private placement completed in May 2026.

Upon closing of the IPO and concurrent private placement, and receipt of the associated cash proceeds, the Company believes the conditions that raised substantial doubt have been resolved. The Company believes that its existing cash, cash equivalents and marketable securities of $175.7 million as of March 31, 2026, together with the additional net proceeds of $288.7 million received from the IPO, concurrent private placement and the underwriters' exercise of the option to purchase additional shares of common stock, will be sufficient to allow the Company to fund operations at least twelve months from the date that the condensed consolidated financial statements are issued.

Basis of Presentation and Summary of Significant Accounting Policies

The significant accounting policies are disclosed in Note 2 to the audited financial statements for the year ended December 31, 2025, included in the Company’s final prospectus filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission on May 8, 2026 (the “IPO Prospectus”).

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and pursuant to Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements include only normal and recurring adjustments that the Company believes are necessary to fairly state the Company’s financial position and the results of its operations and cash flows. The results for the three months ended March 31, 2026 are not necessarily indicative of the results expected for the full fiscal year or any subsequent interim period. The condensed consolidated balance sheet at December 31, 2025 has been derived from the audited financial statements at that date but does not include all disclosures required by U.S. GAAP for complete financial statements. Because all of the disclosures required by U.S. GAAP for complete financial statements are not included herein, these unaudited condensed consolidated financial statements and the notes accompanying them should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2025 included in the IPO Prospectus. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”), and Accounting Standards Updates (“ASU”), of the Financial Accounting Standards Board (“FASB”).

These condensed consolidated financial statements include the accounts of Odyssey Therapeutics, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Recently Issued Accounting Standards Updates Not Yet Adopted

From time to time, new accounting pronouncements are issued by the FASB, or other standard-setting bodies that are adopted by the Company as of the specified effective date. The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and non-public companies, the Company can adopt the new or revised standard at the time non-public companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an

emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for non-public companies. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, or ASU 2024-03, which is intended to provide more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, and amortization) included in certain expense captions presented on the statement of operations. The guidance in ASU 2024-03 is effective for fiscal years beginning after December 15, 2026. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of ASU 2024-03 or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that the adoption of ASU 2024-03 may have on its consolidated financial statements and disclosures for fiscal years beginning after December 15, 2026.

Goodwill and Intangible Asset

The Company’s goodwill and intangible asset relate to the purchase of Rahko Limited (“Rahko”) in 2021, which was accounted for as a business combination.

Goodwill

Goodwill and the effect of foreign currency translation is as follows:


	Three Months Ended March 31, 2026
Goodwill balance as of January 1, 2026	$	14,327
Effect of foreign currency translation		(255	)
Goodwill balance as of March 31, 2026	$	14,072

Intangible Asset

The Company’s intangible asset is comprised solely of developed technology and is being amortized using the straight-line method which reflects the pattern in which the economic benefits of the asset are consumed, over its estimated useful life of five years.

The following tables present the intangible asset, current and future amortization, and the effect of foreign currency translation:


	Three Months Ended March 31, 2026
Intangible asset balance as of January 1, 2026	$	1,749
Effect of foreign currency translation		(31	)
Intangible asset balance as of March 31, 2026		1,718
Accumulated amortization		(1,558	)
Intangible asset, net	$	160

Future amortization:
2026		160
Total future amortization	$	160

Collaboration and License Agreements

Pfizer MTA

In December 2022, the Company entered into a material transfer and evaluation agreement (the “Pfizer MTA”) with Pfizer, Inc. (“Pfizer”) in which the Company granted to Pfizer a nonexclusive license to access the Company’s intellectual property. Under the Pfizer MTA, the Company and Pfizer will jointly conduct research to identify novel hits using the Company’s natural product platform to initiate a preclinical drug discovery program against an oncogenic transcription factor.

The Company determined that the Pfizer MTA represents a contract with a customer and consists of one combined performance obligation for the nonexclusive license and the promise to provide research and development services (“R&D services”) to Pfizer, as the license and promise are not capable of being distinct in the context of the contract. The Pfizer MTA was for an initial period of two and one-half years or upon completion of the research if completed or terminated earlier. In addition, the Pfizer MTA contains two options that require the Company to provide further R&D services to Pfizer (the “First Pfizer Option” and “Second Pfizer Option”, collectively the “Pfizer Options”). The Company evaluated the options to continue the R&D services and concluded that these options did not represent material rights, as they were deemed to be for additional R&D services that are at their standalone selling price.

In 2023, Pfizer paid the Company a nonrefundable upfront payment of $1.0 million in exchange for the nonexclusive license as well as R&D services performed by the Company over the initial period and the First Pfizer Option was exercised. In December 2024, the Second Pfizer Option was exercised. The total transaction price under the Pfizer MTA was determined to be $1.9 million after the exercises of the options. Revenue from the Pfizer MTA was recognized over the estimated performance of the R&D services using the time-elapsed input method. The Company recognized $0.4 million of revenue associated with the Pfizer MTA during the three months ended March 31, 2025, which is included in collaboration revenue on the condensed consolidated statements of operations and comprehensive loss. The Company fulfilled all of its obligations under the Pfizer MTA during the year ended December 31, 2025, and as such no revenue has been recorded during the three months ended March 31, 2026.

Strategic Collaboration, Option, and License Agreement

On March 29, 2024, the Company entered into a strategic collaboration, option and license agreement (the “J&J Agreement”) with Janssen Pharmaceutica NV, a Johnson & Johnson company (“J&J”) to jointly discover and optimize small-molecule medicines against select therapeutic targets using the Company’s artificial intelligence and machine learning capability.

Each party granted to the other party a non-exclusive, royalty-free, worldwide license (the “Research License”) to certain intellectual property in connection with the other party’s research activities under the J&J Agreement (the “Initial R&D Services”). The Company also granted J&J an option to obtain an exclusive commercial license with respect to each program within a specified time period. On a program-by-program basis, if J&J elects to exercise such option or if J&J initiates certain research activities for a program (without exercising such option), the Company would be entitled to a payment in the mid-single digit millions of dollars. J&J may elect up to four replacement targets prior to the earlier of the end of the research term or exercise of the option to obtain a commercial license.

J&J paid the Company a nonrefundable upfront payment of $6.5 million in connection with the entry into the J&J Agreement and the Company is also eligible to receive reimbursement for additional R&D services conducted incremental to the initial R&D services. The Company will be eligible to receive, subject to the achievement of certain research, development, commercialization approval and sales milestones and the option exercise described below, additional milestone payments in an aggregate amount of approximately $839.0 million from J&J. The Company will also be eligible to receive low to mid-single digit percentage in tiered royalties based on the aggregate net sales of certain products that arise from the J&J Agreement, if approved (subject to certain deductions). The applicable royalties will be payable to the Company in a given country commencing on the date of first commercial sale of a royalty product in such country and ending upon the latest of (i) the date of expiration of the last-to-expire valid claim included in certain intellectual property, (ii) a designated period of time following the first commercial sale in such country and (iii) the date of expiration of all regulatory exclusivity for the applicable product in such country.

The Company determined that the J&J Agreement represents a contract with a customer and consisted of two distinct and single performance obligations: (i) the grant of the research licenses, the transfer of the research materials, project governance through the JRC and the promise to provide certain research services which were combined as a single performance obligation (the “First Performance Obligation”) and (ii) the grant of the research licenses, the transfer of research materials, project governance through the JRC and the promise to provide certain other research services which are combined as a single performance obligation (the “Second Performance Obligation”).

Revenue from the J&J Agreement was recognized over the estimated performance of the initial research and development services using the cost incurred input method, which the Company believes best depicts the transfer of control to J&J. The Company recognized $1.5 million of revenue associated with the J&J Agreement during the three months ended March 31, 2025, of which $1.0 million is related to the First Performance Obligation and $0.5 million is related to the Second Performance Obligation, and is recorded as collaboration revenue on the condensed consolidated statements of operations and comprehensive loss. The Company fulfilled all of its obligations under the J&J Agreement during the year ended December 31, 2025, and as such no revenue has been recorded during the three months ended March 31, 2026.

To date there have been no development, commercial, and sales-based milestone payments or royalties based on sales achieved under the J&J Agreement.

Deferred Revenue and Accounts Receivable

Deferred revenue associated with collaboration and license agreements is recorded within accrued expenses and other current liabilities on the condensed consolidated balance sheets (see Note 8). The following table summarizes the changes in deferred revenue for the three months ended March 31, 2025. There was no deferred revenue recorded as of December 31, 2025 and March 31, 2026:


	Three Months Ended
	March 31, 2025
Beginning balance as of January 1, 2025	$	2,877
Additions		—
Deductions		(1,918	)
Ending balance as of March 31, 2025	$	959

The following table summarizes the change in accounts receivable for the three months ended March 31, 2025. There was no accounts receivable recorded as of December 31, 2025 and March 31, 2026:


	Three Months Ended
	March 31, 2025
Beginning balance as of January 1, 2025	$	443
Additions		—
Deductions		(443	)
Ending balance as of March 31, 2025	$	—

Fair Value Measurements

The following table sets forth by level, within the fair value hierarchy, the financial assets and liabilities carried at fair value on a recurring basis:


	March 31, 2026
	Total		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Financial Assets:
Cash equivalents:
Money market funds	$	28,428	$	28,428	$	—	$	—
Marketable securities:
U.S. Treasury bills and U.S. Treasury notes		140,030		—		140,030		—
Total financial assets	$	168,458	$	28,428	$	140,030	$	—
Financial Liabilities:
Contingent consideration	$	6,241	$	—	$	—	$	6,241
Warrant liability		1		—		—		1
	$	6,242	$	—	$	—	$	6,242


	December 31, 2025
	Total		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Financial Assets:
Cash equivalents:
Money market funds	$	30,032	$	30,032	$	—	$	—
Marketable securities:
U.S. Treasury bills and U.S. Treasury notes		174,869		—		174,869		—
Total financial assets	$	204,901	$	30,032	$	174,869	$	—
Financial Liabilities:
Contingent consideration	$	6,132	$	—	$	—	$	6,132
Warrant liability		1		—		—		1
	$	6,133	$	—	$	—	$	6,133

There were no changes in valuation techniques or transfers between Levels 1, 2 or 3 for the periods presented.

Marketable securities classified as Level 2 within the valuation hierarchy generally consist of U.S. Treasury bills and U.S. Treasury notes. The Company estimates the fair values of marketable securities by taking into consideration valuations obtained from third-party pricing sources.

The carrying values of accounts payable and accrued expenses and other current liabilities approximates their fair values due to the short-term nature of these instruments.

Valuation of Contingent Consideration

The contingent consideration in the below tables relates to the estimated fair value of future payments that may be made by the Company to the members of IFM Discovery, LLC (“IFM”) and Rahko as described below. The fair value of the contingent consideration was determined based on significant inputs not observable in the market, which represent Level 3 measurements.

IFM

In May 2022, the Company acquired all of the membership interests in IFM. The total purchase consideration was $3.1 million, which consisted of the following: (i) 81,240 shares of non-voting common stock at closing with the estimated fair value of $0.2 million, (ii) cash consideration of $0.9 million at closing, (iii) a deferred payment of $0.9 million, which was paid in June 2022 and (iv) contingent consideration in cash of up to $30.0 million, payable once for each of the NLR family pyrin domain containing 1 (“NLRP1”) and melanoma differentiation-associated protein 5 (“MDA5”) programs upon the first achievement of certain development, commercial, regulatory and sales milestones related to each such program. The estimated fair value of the contingent consideration was determined to be $1.1 million on the acquisition date. The contingent consideration is remeasured at each balance sheet date.

The fair value of the contingent consideration related to development, commercial, regulatory and sales milestones was based on the discounted cash flow valuation technique. The technique considered the following assumptions: (i) the probability and timing of achieving the specified milestones as of the valuation date and (ii) the market-based discount rates, with the most significant assumptions being the timing of the projected milestones and the probability of the milestones being achieved. The fair value of the contingent consideration could change in future periods depending on the prospects for the Company’s MDA5 and NLRP1 drug discovery programs acquired as part of the IFM transaction achieving development, commercial, regulatory and sales milestones. The estimated fair value of the contingent consideration as of March 31, 2026 and December 31, 2025, related to the IFM acquisition, was $1.3 million and $1.4 million, respectively.

The following table sets forth the significant inputs to the discounted cash flow technique used to value contingent consideration for IFM as of March 31, 2026 and December 31, 2025:


Significant Unobservable Inputs	March 31, 2026			December 31, 2025
Discount rate		16.4	%		15.6	%
Projected milestone timing	2.50 to 11.51 Years			2.25 to 11.75 Years
Probability of milestone achievement - NLRP1 program	5.0% - 35.0%			5.0% - 35.0%
Probability of milestone achievement - MDA5 program	5.0% - 35.0%			5.0% - 35.0%

Significant increases or decreases in these inputs could result in a significantly lower or higher fair value measurement of the contingent consideration liability.

Rahko

The Rahko acquisition included additional consideration payable of up to $30.0 million to the previous shareholders of Rahko upon the achievement of certain qualifying events, including (a) following the Company’s completion of an initial public offering (“IPO”) or public listing of the Company’s shares on certain designated exchanges, upon the first occurrence of the total market capitalization of the Company being equal to or in excess of $1.5 billion, or (b) an exit event such as (i) a transaction or transactions by which more than 50% of the combined voting power of then outstanding voting securities of the Company are acquired, (ii) consolidation or merger of the Company into another entity, or (iii) sale or disposition of substantially all of the assets of the Company, in each case for which the potential proceeds are equal to or in excess of $1.5 billion. The fair value of the contingent consideration was determined based on a Monte-Carlo simulation model that utilizes a geometric Brownian motion to estimate the equity value of the Company at expected qualifying event dates. The Company applied risk-free rate, volatility and discount rate assumptions to simulate the expected equity value of the Company as of the expected qualifying event dates. The risk-free rate was based upon the interest rates corresponding to the time period for U.S. Treasury notes published by the U.S. Federal Reserve. The volatility was estimated based on equity volatility indications from the guideline public companies and the capital structure of the Company.

The contingent consideration as of the date when the Company has met the certain market capitalization threshold following a certain qualifying event was discounted to the measurement date using a discount rate that is based on all-in market yields for publicly traded debt securities of comparable credit quality to the contingent consideration payments. The discounted amount of contingent consideration and the equity values are subject to the Monte-Carlo simulations for 100,000 trials to derive the fair value of the contingent consideration. The estimated contingent consideration liability as of March 31, 2026 and December 31, 2025, related to the Rahko acquisition was $4.9 million and $4.7 million, respectively.

The following table sets forth the probability of completing an IPO (measured as a standalone metric separate from the other necessary triggers for the contingent consideration related to the Rahko acquisition), which was a significant input to the Monte-Carlo simulation used to value such contingent consideration:


As of March 31, 2026
Expected IPO Date	Probability of IPO Event	Discount Rates	Risk Free Rate Applied to Equity Value	Equity Volatility
May 31, 2026	15%	15.7% - 17.1%	4.4%	97.8%
December 30, 2026	14%	15.7% - 17.1%	4.4%	97.2%
February 28, 2027	14%	15.7% - 17.1%	4.4%	96.6%
April 30, 2027	14%	15.7% - 17.1%	4.4%	96.0%
*	43%	Varies	4%	Varies

*Reflects the probability weighted expected term of 1.58 years for the remaining scenarios between August 2027 and December 2027 with each scenario weighted 14.2% overall for an aggregate probability weight of 42.6%.


As of December 31, 2025
Expected IPO Date	Probability of IPO Event	Discount Rates	Risk Free Rate Applied to Equity Value	Equity Volatility
May 31, 2026	15%	15.3% - 16.1%	4.2%	96.2%
December 30, 2026	14%	15.3% - 16.0%	4.2%	96.4%
February 28, 2027	14%	15.3% - 16.0%	4.3%	96.5%
April 30, 2027	14%	15.3% - 16.0%	4.3%	96.5%
*	43%	Varies	4.3%	Varies

*Reflects the probability weighted expected term of 1.83 years for the remaining scenarios between August 2027 and December 2027 with each scenario weighted 14.2% overall for an aggregate probability weight of 42.6%.

Significant increases or decreases in these inputs could result in a significantly lower or higher fair value measurement of the contingent consideration liability.

Valuation of LSA Warrant Liability

In March 2022, the Company issued a warrant to purchase up to 64,992 shares of Series A-2 convertible preferred stock (the “LSA Warrant”) with an exercise price of $6.15 (see Note 12). As of March 31, 2026 and December 31, 2025, the LSA Warrant to purchase 16,248 shares of Series A-2 convertible preferred stock was issued and outstanding.

The estimated fair value of the LSA Warrant liability was determined using an option pricing model with the following assumptions:


Significant Unobservable Inputs	March 31, 2026			December 31, 2025
Expected term until a liquidity event (in years)		2			2
Volatility		80	%		80	%
Risk-free interest rate		3.8	%		3.5	%
Annual dividend rate		0	%		0	%

The following table presents a roll-forward of the aggregate fair values of the Company’s liabilities for which fair value is determined by Level 3 inputs:


	Warrant Liability		Contingent Consideration
Balance as of January 1, 2026	$	1	$	6,132
Change in fair value		-		109
Balance as of March 31, 2026	$	1	$	6,241


	Warrant Liability		Contingent Consideration
Balance as of January 1, 2025	$	45	$	10,179
Change in fair value		-		(5,648	)
Balance as of March 31, 2025	$	45	$	4,531

Cash, Cash Equivalents, Restricted Cash, and Marketable Securities

The following tables summarize the Company’s marketable securities held as of March 31, 2026 and December 31, 2025.


	March 31, 2026
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Marketable securities
U.S. Treasury bills and U.S. Treasury notes		140,116		—		(86	)		140,030
	$	140,116	$	—	$	(86	)	$	140,030


	December 31, 2025
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Marketable securities
U.S. Treasury bills and U.S. Treasury notes		174,776		93		—		174,869
	$	174,776	$	93	$	—	$	174,869

The Company determined that there was no material credit risk associated with the above investments as of March 31, 2026 and December 31, 2025. The Company has the intent and ability to hold such securities until recovery. As a result, the Company did not record any charges for credit-related impairments for its marketable securities during the three months ended March 31, 2026 and 2025. No available-for-sale debt securities held as of March 31, 2026 had remaining maturities greater than 12 months.

Property and Equipment, Net

Property and equipment and related accumulated depreciation consist of the following:


	March 31, 2026			December 31, 2025
Laboratory equipment	$	18,677		$	18,651
Furniture, fixtures and equipment		686			686
Computer hardware and software		1,055			1,029
Finance lease		735			502
Leasehold improvements		510			501
		21,663			21,369
Less: accumulated depreciation		(15,107	)		(14,160	)
Total	$	6,556		$	7,209

Total depreciation expense for the three months ended March 31, 2026 and 2025, was $1.0 million and $1.2 million, respectively. For the three months ended March 31, 2026 and 2025, the Company recognized gains on disposal of $33 thousand and losses on disposal of $0.5 million, respectively, within research and development expenses on the condensed consolidated statements of operations and comprehensive loss.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:


	March 31, 2026		December 31, 2025
Employee compensation, benefits, and recruiting	$	2,353	$	6,703
External research and supplies		3,049		3,076
Deferred offering costs		1,447		64
Professional fees		1,370		3,175
Other		399		374
Total	$	8,618	$	13,392

Leases

In September 2021, the Company entered into an eight-year lease agreement for 45,632 square feet of space for its corporate headquarters located in Boston, Massachusetts. The Company is also party to several operating leases for office and laboratory space in San Diego, California, Ann Arbor, Michigan, New York, New York, and Frankfurt, Germany, as well as leases for certain laboratory equipment.

During the first quarter of 2025, the Company recorded an impairment loss of $5.4 million pertaining to the right-of-use (“ROU”) asset for the San Diego lease as a result of the Company’s decision to permanently cease use of the leased space. The impairment loss was measured as the excess of the carrying amount over the impaired asset group’s estimated fair value, which was determined using a discounted cash flow model. The impairment is included as a component of research and development expenses in the condensed consolidated statements of operations and comprehensive loss.

In June 2025, the Company entered into a lease extension agreement for its Ann Arbor laboratory space for an additional one-year term. The Company accounted for the lease extension as a modification of the existing lease and remeasured the ROU asset and lease liability by calculating the present value of lease payments, discounted at 10.1%, the Company’s incremental borrowing rate in June 2025, over the new lease term. The modification resulted in an increase in the ROU asset and lease liability of $0.3 million at the time of the modification.

During the third quarter of 2025, the Company entered into a sublease for its New York office space. The sublease commenced on October 15, 2025 and expires on February 28, 2029. For the three months ended March 31, 2026, the Company recognized $0.1 million of sublease income, which was recorded as a reduction of lease cost in the condensed consolidated statements of operations and comprehensive loss.

The components of lease costs are recorded within the condensed consolidated statements of operations and comprehensive loss as follows:


	Three Months Ended March 31,
	2026			2025
Operating lease costs	$	1,513		$	1,789
Variable lease costs		767			732
Sublease income		(82	)		—
Total lease costs, net	$	2,198		$	2,521

For the three months ended March 31, 2026 and 2025, the Company recognized interest expense related to finance leases of $10 thousand and $2 thousand, respectively, which is included within interest expense in the condensed consolidated statements of operations and comprehensive loss. Supplemental cash flow information related to the Company’s leases for three months ended March 31, 2026 and 2025 are as follows:


	Three Months Ended March 31,
Supplemental cash flow information	2026		2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	1,881	$	1,732
Operating cash flows for finance leases	$	10	$	2
Financing cash outflows for finance leases	$	24	$	35
Right-of-use assets obtained in exchange for new finance lease liabilities	$	278	$	—

10.

Common Stock

The Company has two classes of common stock that are authorized and outstanding: voting and non-voting. Holders of voting common stock are entitled to one vote per share on all matters on which stockholders have the right to vote, including director elections. Holders of non-voting common stock are not entitled to vote, except as may be required under Delaware law. All other rights and privileges of voting common stock and non-voting common stock are the same. Holders of common stock are entitled to dividends when and if declared by the Company’s Board of Directors, subject to the participation and priority rights of the Company’s outstanding convertible preferred stock. As of March 31, 2026, there were 2,400,099 shares of voting common stock and 81,240 shares of non-voting common stock issued and outstanding. In addition, the Company issued 153,311 issued shares of common stock that were subject to vesting as of March 31, 2026 (see Note 13).

The Company’s outstanding non-voting common stock automatically converted into an aggregate of 8,359 shares of its common stock immediately upon the closing of the IPO.

11.

Convertible Preferred Stock

In 2021, the Company issued Series A, Series A-1 and Series A-2 convertible preferred stock in exchange for cash and the conversion of certain promissory notes. In March 2022, the Company issued an additional 1,624,803 shares of Series A-2 convertible preferred stock at a purchase price of $6.15 per share for an aggregate purchase price of $10 million.

In May 2022, the Company issued and sold 14,469,169 shares of Series B convertible preferred stock at a purchase price of $6.32 per share for an aggregate purchase price of $91.4 million. In September 2022, the Company issued an additional 12,132,191 shares of Series B convertible preferred stock to the same investors at $6.32 per share for an aggregate purchase price of $76.7 million.

In October 2023, the Company entered into a Series C Preferred Stock Purchase Agreement pursuant to which the Company issued and sold 19,426,000 shares of Series C convertible preferred stock, at a purchase price of $5.00 per share for an aggregate purchase price of $97.1 million. Between January 2024 and August 2024, the Company issued an additional aggregate amount of 4,016,000 shares of Series C convertible preferred stock to new investors, each at a purchase price of $5.00 per share for an aggregate purchase price of $20.1 million.

In November 2024, the Company entered into a Series C-1 Preferred Stock Purchase Agreement pursuant to which the Company issued and sold 1,459,598 shares of Series C-1 convertible preferred stock, at a purchase price of $5.14 per share for an aggregate purchase price of $7.5 million. The price paid per share for the Series C-1 convertible preferred stock was at premium compared to the fair value of the Series C-1 convertible preferred stock upon issuance, resulting in the Company recording the Series C-1 convertible preferred stock at its fair value of $6.7 million and a $0.8 million contribution within additional paid-in capital.

Each issuance of the Series C and Series C-1 convertible preferred stock resulted in an adjustment of the conversion price of the Series A-1, Series A-2, and Series B convertible preferred stock, due to the down round protection feature included in the Company’s certificate of incorporation with respect to each such series. The Company accounted for the down round adjustment as a deemed dividend which was calculated as the difference between (i) the fair value of the convertible preferred stock without the conversion price adjustment and (ii) the fair value of the convertible preferred stock with the conversion price adjustment, both as determined immediately after the down round feature was triggered.

In June 2025, the Company entered into a Series D Preferred Stock Purchase Agreement pursuant to which the Company issued and sold 75,327,534 shares of Series D convertible preferred stock at a purchase price of $1.50 per share, along with 2,325,616 warrants to purchase shares of its common stock, for an aggregate purchase price of $113.4 million. Between June 2025 and December 2025, the Company issued an additional aggregate amount of 66,622,843 shares of Series D convertible preferred stock, along with warrants to purchase 1,730,548 shares of its common stock, at a purchase price of $1.50 per share, for an aggregate purchase price of $100.3 million. The common stock warrants issued under the Series D Preferred Stock Purchase Agreement were determined to be equity classified, and the proceeds, net of issuance costs were allocated between the Series D convertible preferred stock and common stock warrants on a relative fair value basis, resulting in $196.0 million allocated to the Series D convertible preferred stock and $16.4 million allocated to the common stock warrants, which was recorded within additional paid in capital.

In connection with the Series D convertible preferred stock financing, the Company’s certificate of incorporation was amended and restated, which resulted in amendments to the terms of the Company’s existing convertible preferred stock, including: (i) a reduction in the liquidation prices applicable to all outstanding series of the Company’s existing convertible preferred stock; (ii) the addition of a special mandatory conversion feature that results in the conversion of a holder’s shares of convertible preferred stock into common stock at a 10-to-1 ratio upon failure to participate in the Series D convertible preferred stock financing; and (iii) a reduction in the mandatory conversion threshold such that convertible preferred stock will automatically convert into the Company’s common stock upon an initial public offering resulting in at least $100.0 million of proceeds. The amendments resulted in a reduction of the existing preferred stock fair value. The Company did not account for the amendments to the existing preferred stock as an extinguishment, and as such there was no impact to the amount of net income available to common shareholders for the purpose of calculating earnings per share. As a result of the special mandatory conversion feature, 1,681,885 shares of Series A convertible preferred stock were converted into 17,308 shares of common stock due to an investor not participating in the Series D convertible preferred stock financing, and were accounted for as a conversion of the convertible preferred stock.

The convertible preferred stock consisted of the following:


March 31, 2026
	Preferred Shares Authorized		Preferred Shares Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion
Series A convertible preferred stock		28,357,989		28,357,989	$	124,198	$	48,441		2,918,391
Series A-1 convertible preferred stock		7,575,753		7,575,753		44,342		17,470		804,894
Series A-2 convertible preferred stock		7,815,303		7,799,055		47,963		18,885		836,196
Series B convertible preferred stock		26,601,360		26,601,360		167,765		66,100		2,865,384
Series C convertible preferred stock		23,442,000		23,442,000		116,578		46,114		2,412,468
Series C-1 convertible preferred stock		1,459,598		1,459,598		6,681		2,951		150,211
Series D convertible preferred stock		142,016,823		141,950,377		196,031		213,631		14,608,456
		237,268,826		237,186,132		703,558		413,592		24,596,000


December 31, 2025
	Preferred Shares Authorized		Preferred Shares Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion
Series A convertible preferred stock		28,357,989		28,357,989	$	124,198	$	48,441		2,918,391
Series A-1 convertible preferred stock		7,575,753		7,575,753		44,342		17,470		804,894
Series A-2 convertible preferred stock		7,815,303		7,799,055		47,963		18,885		836,196
Series B convertible preferred stock		26,601,360		26,601,360		167,765		66,100		2,865,384
Series C convertible preferred stock		23,442,000		23,442,000		116,578		46,114		2,412,468
Series C-1 convertible preferred stock

Odyssey Therapeutics, Inc. 10-Q