{"url_path":"/sec/odtx/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/1882782/0001193125-26-274290-index.html","accession_number":"0001193125-26-274290","cik":"0001882782","ticker":"ODTX","issuer_name":"Odyssey Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1882782/0001193125-26-274290-index.html","primary_entity_key":"0001882782","primary_entity_name":"Odyssey Therapeutics, Inc."},"word_count":780,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.\n\nSet forth below is information regarding securities we have issued within the past three years that were not registered under the Securities Act.\n\n(a) Recent Sales of Unregistered Equity Securities\n\nPreferred Stock Issuances\n\nOn October 25, 2023, we entered into the Series C Preferred Stock Purchase Agreement with a number of investors named therein. We subsequently entered into Amendment No. 1 thereto, dated November 28, 2023, Amendment No. 2 thereto, dated January 18, 2024, Amendment No. 3 thereto, dated April 30, 2024, Amendment No. 4 thereto, dated July 17, 2024, and Amendment No. 5 thereto, dated August 6, 2024. In multiple closings held between October 2023 and August 2024, we issued and sold an aggregate of 23,442,000 shares of our Series C convertible preferred stock at a purchase price of $5.00 per share for an aggregate purchase price of approximately $117.2 million, which we refer to as the Series C Preferred Stock Financing.\n\nOn November 22, 2024, we entered into a Series C-1 Preferred Stock Purchase Agreement with an investor named therein, pursuant to which we sold an aggregate of 1,459,598 shares of our Series C-1 convertible preferred stock at a purchase price of $5.1384 per share for an aggregate purchase price of approximately $7.5 million, which we refer to as the Series C-1 Preferred Stock Financing.\n\nOn June 16, 2025, we entered into the Series D Preferred Stock Purchase Agreement with a number of investors named therein. We subsequently entered into Amendment No. 1 thereto, dated June 23, 2025, and Amendment No. 2 thereto, dated August 6, 2025. In multiple closings held between June 16, 2025 and October 2, 2025, we issued and sold (i) an aggregate of 141,950,377 shares of our Series D convertible preferred stock at a purchase price of $1.50497 per share, for an aggregate purchase price of approximately $213.6 million and (ii) Common Stock Warrants to purchase an aggregate of 4,056,164 shares of common stock with an exercise price of $0.10 per share, which we refer to collectively as the Series D Preferred Stock Financing.\n\nNone of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Unless otherwise specified above, the Registrant believes these transactions were exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act (and Regulation D or Regulation S promulgated thereunder) or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or under benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed on the share certificates issued in these transactions. All recipients had adequate access, through their relationships with the Registrant, to information about the Registrant. The sales of these securities were made without any general solicitation or advertising.\n\n \n\n(b) Use of Proceeds from our Initial Public Offering and Concurrent Private Placement\n\nOn May 8, 2026, the SEC declared effective our registration statement on Form S-1 (File No. 333-295141), as amended, or the Registration Statement, filed in connection with our IPO. Pursuant to the Registration Statement, we registered the offer and sale of 15,500,000 shares of our common stock with a maximum aggregate offering price of approximately $279.0 million. J.P. Morgan Securities LLC, TD Securities (USA) LLC and Cantor Fitzgerald & Co. acted as representatives of the underwriters for the IPO. Concurrently with the IPO, we also completed a private placement, in which we issued and sold\n\n98\n\nan aggregate of 1,388,889 shares of our common stock at the IPO price to TPG LSI Rise Orazio II, L.P. The aggregate cash purchase price of the private placement shares was $25.0 million, resulting in aggregate net cash proceeds of $23.3 million, after deducting approximately $1.7 million in placement agent fees.\n\nWe received net proceeds from the IPO of $265.4 million from the sale of 16,100,000 shares of common stock at a price of $18.00 per share, which included 600,000 shares of common stock sold pursuant to the underwriters’ exercise of their option to purchase additional shares. None of the expenses associated with the IPO were paid to directors, officers, persons owning 10% or more of any class of equity securities, or to our affiliates.\n\nThere has been no material change in the expected use of the net proceeds from our IPO and concurrent private placement as described in the IPO Prospectus.\n\n(c) Issuer Repurchases of Securities\n\nNone."}