UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 231, 2024 ~~(July 1, 2024)~~

Odyssey Semiconductor Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-234741	84-1766761
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

9 Brown Road

Ithaca, NY 14850

(Address of Principal Executive Offices)

Registrant’s telephone number including area code: (607) 351-9768

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

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. ☐

Securities registered pursuant to Section 12(b) of the Act: None.

~~Item~~Section ~~2.01~~7 – Regulation ~~Completion of Acquisition or Disposition of Assets.~~FD

AsItem ~~previously announced, on March 12, 2024, Odyssey Semiconductor Technologies, Inc~~7.~~, a Delaware corporation (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Odyssey Semiconductor, Inc~~01., aRegulation ~~Delaware~~FD corporation and wholly-owned subsidiary of the Company (“SubCo”), JR2J, LLC, a Delaware limited liability company and wholly-owned subsidiary of the SubCo (“JR2J”, together with the SubCo and the Company, the “Seller Parties”), and Power Integration IncDisclosure.~~, a Delaware corporation and California-based developer and producer of high-voltage integrated circuits for energy-efficient power conversion (“Power Integration”).~~

On July 131, 2024, ~~pursuant to~~ the ~~Asset~~Company ~~Purchase~~published ~~Agreement~~a ~~and~~press ~~subject~~release to ~~the~~announce ~~satisfaction~~updated ortimelines ~~waiver~~about ~~of certain conditions and limitation provided therein,~~ the ~~Seller~~plan ~~Parties~~to ~~and~~dissolve ~~Power Integration closed the sales, transfer~~ and ~~assignment~~liquidate ~~of substantially all of~~ the Company~~’s assets (the “Asset Sale”) to Power Integration~~.

AsA ~~previously~~copy ~~announced~~of onthe ~~June~~press 5,release ~~2024,~~is ~~the~~furnished ~~Company~~hereto ~~organized~~as aExhibit ~~special~~99.1. ~~meeting~~The ofinformation ~~stockholders~~contained onin ~~June~~this 3,Current ~~2024~~Report ~~where~~on ~~the~~Form ~~stockholders~~8-K of(including the ~~Company~~exhibits) ~~approved~~is ~~the~~being ~~Asset~~furnished ~~Sale~~ and ~~the~~shall ~~Asset~~not ~~Sale~~be ~~Agreement,~~deemed as“filed” ~~well~~for the ~~Company’s~~purposes ~~plan~~of Section 18 of ~~liquidation,~~the ~~dissolution~~Securities ~~and~~Exchange ~~distribution~~Act of ~~assets~~1934, as amended (the “~~Plan~~Exchange ~~of Dissolution~~Act”), or otherwise subject to ~~dissolve~~the ~~and~~liabilities ~~liquidate~~of that Section, nor shall it be deemed incorporated by reference in any filing under the ~~Company~~Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

~~Following~~Item the Closing and pursuant to the Company’s confirmation with OTC Market, the common stock of Odyssey will be downgraded from the OTC QB Market to be quoted on OTC Pink Market for a period of time until the Company completes its dissolution and liquidation process and its common stock is withdrawn from quotation by the Financial Industry Regulatory Authority (FINRA)8.01 ~~During~~Other such time, Odyssey will cease operations and move forward with the plan to dissolve the Company including the payment of a liquidating distribution to common shareholders to the extent funds are availableEvents.

~~Forward-looking~~As ~~Statements~~previously announced by Odyssey Semiconductor Technologies, Inc. (the “Company” or “Odyssey”), the Company closed the sale of substantially all the asset of the Company to Power Integration, Inc. on July 1, 2024. The board of directors (“Board”) has now decided to proceed with the Plan of Dissolution, as approved by the stockholders at a special meeting (the “Special Meeting”) on June 3, 2024 to liquidate and dissolve the Company, and to announce its intent to declare a liquidating cash distribution at the conclusion of the liquidation process.

~~This~~Regulatory report contains disclosures, which may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should” or the negative versions of those words or other comparable words. Forward-looking statements do not relate solely to historical or current facts, rather they are based on management’s expectations as well as certain assumptions and estimates made by, and information available to, management at the time. These statements are not guarantees of future performance. These forward-looking statements are based upon the Company’s current expectations and are subject to a number of uncertainties and risks that could significantly affect current plans, anticipated actions and the Company’s future financial condition and results.Requirements

~~Various~~Under ~~forward-looking statements in this report relate to~~ the ~~proposed~~Plan ~~Asset Sale. Important transaction-related and other risk factors that may cause these forward-looking statements to differ include: (i) the occurrence~~ of ~~any event~~Dissolution, ~~change or other circumstances that could give rise to~~ the ~~termination~~Company’s board of ~~the~~directors ~~Asset Purchase Agreement;~~ (~~ii)~~ the ~~completion~~“Board”) ~~of the Asset Sale on anticipated terms and timing~~may, ~~including~~at ~~obtaining~~is ~~required stockholder and regulatory approvals~~option, ~~and~~choose ~~the satisfaction of other conditions~~ to ~~the~~follow ~~completion~~Sections of280 ~~the~~and ~~Asset Sale;~~ 281(~~iii~~a) ~~significant~~ ~~transaction~~of ~~costs~~the ~~associated~~Delaware ~~with~~General ~~the~~Corporation ~~Asset~~Law ~~Sale;~~ (ivDGCL) ~~potential~~ ~~litigation relating~~ to ~~the~~liquidate ~~Asset Sale, including the effects of any outcomes related thereto;~~ and ~~(vii) potential~~dissolve ~~adverse reactions or changes to business relationships resulting from~~ the ~~announcement or completion of the Asset Sale~~Company.

~~Additional~~Under ~~risks and uncertainties are discussed in~~ the ~~Company’s~~relevant ~~Annual Report on Form 10-K for the year-ended December 31~~provisions, ~~2022 filed with~~ the ~~SEC and subsequent filings with the SEC. All forward-looking statements speak only as of the date they are made and are based on information available at that time. The~~ Company ~~does not undertake any obligation to update or revise any forward-looking statements to reflect subsequent circumstances or events.~~shall

~~Important~~• set ~~Additional~~an ~~Information~~effective ~~and~~date ~~Where~~(the to“Effective ~~Find~~Date”) Itfor the filing of a certificate of dissolution with the Secretary of State for the State of Delaware.

~~This~~• Following ~~report is being issued in connection with~~ the ~~proposed~~Effective ~~Asset Sale of the Company.~~Date, ~~The Company does not intend to file~~ the ~~Proxy Statement with the SEC, as its securities are not registered under Section 12 of the Securities Exchange Act of 1934. The Proxy Statement (if and when available) will be mailed to the~~ Company’s stockholders. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, and is not a substitute for the Proxy Statement or any document that the Company may file with the SEC.

~~INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS~~ o (~~INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO~~a) ~~AND~~shall ~~ANY~~immediately ~~OTHER~~cease ~~RELEVANT~~to ~~DOCUMENTS~~conduct INany ~~CONNECTION WITH THE ASSET SALE THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY~~business, ~~THE SELLER PARTIES AND THE ASSET SALE DESCRIBED HEREIN.~~

~~Participants~~o (b) mail a notice of dissolution to known claimants and holders of known contingent or unliquidated claims against the Company and publish in a major newspaper in Ithaca, New York, and New Castle, Delaware, respectively, for two consecutive weeks, to provide notices for any potential claimants to raise claims within a 60-day window, after which the ~~Solicitation~~Company shall have up to 90 days to accept or reject any claims received during the period;

~~The~~o (c) ~~Company~~after ~~and~~all ~~certain~~claims ofare ~~its~~properly ~~directors,~~accepted ~~executive~~or ~~officers~~rejected, ~~and~~pay ~~other~~such ~~employees~~uncontested ~~may~~claims beor ~~deemed~~obligations to besuch ~~participants~~parties in the solicitation of proxies from the Company’s stockholders in connection with the proposed Asset Sale. Additional information regarding the identity of the participants, and their respective direct and indirect interests in the Asset Sale, by security holdings or ~~otherwise,~~as ~~will~~may be ~~set~~negotiated ~~forth~~by in the ~~Proxy Statement.~~Company;

~~Section~~o (d) ~~9 – Financial~~after ~~Statements~~all ~~and~~claims ~~Exhibits~~are properly accepted or rejected, file an action in the Delaware Court of Chancery for the court to determine an amount of security, if any, that the Company shall be required to set aside for any contingent or unliquidated claims against the Company.

~~Item~~• No ~~9.01.~~earlier ~~Financial~~than ~~Statements~~150 days after all claims are properly accepted or rejected, if any asset remains after satisfaction and ~~Exhibits~~payment of such claims and obligations known to the Company and the posting of any security required by the Delaware Court of Chancery, distribute such remaining asset to the stockholders of the Company at a pro rata basis, in such amount and at such time(s), at the Board’s discretion.

As required by Rule 10b-17 of the Securities and Exchange Commission and Rule 6490 of the Uniform Practice Code of the Financial Industry Regulatory Authority (cFINRA), ~~Exhibits~~any liquidation distribution the Company intends to distribute constitutes a “corporate action” that the Company shall notify FINRA at least 10 days before the effective date of such action.

Exhibit No.	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Dissolution Timeline

~~SIGNATURE~~The Company intends to set August 19, 2024 (or such later date that FINRA completes processing our corporate action) as the final record date (the “Final Record Date”) for its dissolution. It intends to promptly notify FINRA within this week of the proposed corporate action.

Under the proposed timeline, we shall file the certificate of dissolution with the State of Delaware on the Final Record Date. Following the processing of the corporate action by FINRA on or around the Final Record Date, we expect that FINRA shall remove the quotation of our common stock on the OTC Expert Market. We will also close our stock transfer book on the Final Record Date, meaning that the recording of transfers of our common stock shall be discontinued. Thereafter, certificates representing shares of our common stock will not be assignable or transferable on our books except by will, intestate succession or operation of law, and we will not issue any new stock certificates.

Immediately after the Final Record Date, as provided under the Plan of Dissolution, the Company shall cease business operations immediately and the Board intends to follow the procedures set forth under Sections 280 and 281(a) of the Delaware General Corporation Law (DGCL) to complete the dissolution and liquidation process. Under Delaware law, following the Final Record Date, we shall mail a notice of dissolution to known claimants and holders of contingent contractual claims of the Company, if any, and publish in a major newspaper in Ithaca, New York, and New Castle County, Delaware, respectively, for two consecutive weeks, to provide notice to any other claimants to present any claims within a 60-day window, after which the Company shall have up to 90 days to accept or reject any claims received during the period. After all known and presented claims are properly accepted or rejected, the Company shall pay such uncontested, fixed claims or obligations to such parties or as may be agreed upon between the Company and the claimant, file an action in the Delaware Court of Chancery for the court to determine an amount of security that the Company shall be required to set aside for any claims that are not paid, if any.

Declaration of Liquidation Distribution

Following the statutory process, we are required to wait a minimum of 150 days after the date of last rejection to initiate any distribution of a dividend to shareholders. Following this process, to the extent that any asset remains, the Company intends to declare a liquidating cash distribution

As of July 31, 2024, the Company has approximately $1,673,804 in its bank account, and has known liabilities and planned expenditures of approximately $150,000. The Company also has 14,600,881 shares of common stock issued and outstanding as of the date hereof. However, we are unable to predict the amount or range of the liquidating cash distribution, if any, as such amount can only be determined at the Board’s discretion after the payment of uncontested claims or obligations and determination by the court of adequate security for any contingent or unliquidated claims. Any distributions made by us will be made solely to the stockholders of record at the close of business on the Final Record Date, except as may be necessary to reflect subsequent transfers recorded on our books as a result of any assignments by will, intestate succession or operation of law.

In addition, based on the Company estimate, the Company is expected to distribute the liquidating cash distribution between March and June 2025. However, we are currently unable to predict the precise timing of any such liquidating distributions or whether any liquidating distributions will occur at all. The timing of any such liquidating distributions will depend on and could be delayed by, among other things including by claim settlements with any creditors and the amount of any security required to be posted by the Delaware Court of Chancery. Additionally, any creditor could seek to require the posting of security, or larger security, for the payment of any contingent or unliquidated claims that may exist as of the time of dissolution. Any action of this type could delay or substantially diminish the amount available for such distribution to our stockholders.

Pursuant to Delaware law, the Company will continue to exist for three years after the dissolution or for such longer period as the Delaware Court of Chancery shall direct, or as may be required to resolve any pending claim or litigation matters, for the purpose of prosecuting and defending suits against us and enabling us to gradually close our business, to dispose of the Company’s assets, to discharge our liabilities (including posting of any security), and to distribute any remaining assets to stockholders the company.

As provided by the Plan of Dissolution, the Board may at any time turn management of the dissolution process over to a third party to complete the liquidation of our remaining assets and distribute the available proceeds to our stockholders. In addition, a number of our directors may resign from the Odyssey Board prior to or in connection with the filing of the Certificate of Dissolution. If management is turned over to a third party and all of our directors resign from the Odyssey Board, the third party would have sole control over the liquidation process, including the sale or distribution of any remaining assets.

OTC Market Trading

Following the Closing and pursuant to the Company’s confirmation with OTC Market, the common stock of Odyssey downgraded from the OTC QB Market to be quoted on OTC Pink Market on July 2, 2024.

On July 17, 2024, our common stock was downgraded to the OTC Expert Market by OTC Market Group Inc. from OTC Pink pursuant to Rule 15c2-11 of the Exchange Act which generally prohibits broker-dealers from publishing or submitting securities of private issuers in a quotation medium other than a national securities exchange, unless the issuer has made current financial and other information publicly available as specified by the rule. Quotations in Expert Market securities are restricted from public viewing and only broker-dealers and professional or sophisticated investors are permitted to view quotations in Expert Market securities. Our securities could be particularly illiquid due to being quoted on this market.

Over the counter securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, these securities transactions are conducted through a telephone and computer network connecting dealers in stocks. Over the counter issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Following the processing of the corporate action by FINRA on or around the Final Record Date, we expect that FINRA shall remove the quotation of our common stock on the OTC Expert Market.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release, dated July 31, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Odyssey Semiconductor Technologies, Inc.
July 2, 2024	By:	/s/ Rick Brown
Date: July 31, 2024	By:	/s/ Richard Brown
	Name:	Rick Brown
	Name: Richard Brown
	Title:	Chief Executive Officer
	Title: Chief Executive Officer

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