---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-216899"
form_type: "8-K"
ticker: "ODTX"
cik: "0001882782"
company_name: "Odyssey Therapeutics, Inc."
filed_at: "2026-05-11T20:30:18+00:00"
generated_at: "2026-05-11T21:51:59.819695+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Odyssey Therapeutics raises $25M from TPG affiliate in private placement concurrent with IPO at $18/share

## Summary
- Private placement of 1,388,889 shares of common stock at $18.00 per share for total proceeds of $25,000,002.
- Placement closed concurrently with the IPO on May 11, 2026; shares are registrable under existing Investor Rights Agreement.
- J.P. Morgan, TD Securities, Cantor Fitzgerald, Wedbush, Oppenheimer acted as placement agents; fee of 7% of purchase price.
- Company filed amended certificate of incorporation and bylaws effective upon IPO closing on May 11, 2026.
- TPG LSI Rise Orazio II, L.P., an affiliate of an existing stockholder, is the purchaser.

## SEC filing metadata
- accession: 0001193125-26-216899
- form_type: 8-K
- ticker: ODTX
- cik: 0001882782
- company_name: Odyssey Therapeutics, Inc.
- filed_at: 2026-05-11T20:30:18+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 3.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1882782/000119312526216899/0001193125-26-216899-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1882782/000119312526216899/odtx-20260507.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-216899
- JSON: https://secwatch.observer/filing/0001193125-26-216899.json
- Plain text: https://secwatch.observer/filing/0001193125-26-216899.txt

## Key facts
- Governance Changes
  Odyssey Therapeutics, Inc.: On May 11, 2026, in connection with its IPO, the Company filed an amended and restated certificate of incorporation approved by the board and stockholders (effective 2026-05-11).
  - Change: charter amendment
  - Effective: 2026-05-11
  source text: In connection with the closing of the IPO, on May 11, 2026, the Company filed an amended and restated certificate of incorporation (the “ Amended and Restated Certificate of Incorporation ”) with the Secretary of State of the State of Delaware. The Company’s board of directors (the “ Board ”) and stockholders previously approved the Amended and Restated Certificate of Incorporation to be effective as of immediately prior to the closing of the IPO.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1882782/000119312526216899/0001193125-26-216899-index.htm
- Governance Changes
  Odyssey Therapeutics, Inc.: Effective May 11, 2026, in connection with its IPO, the Company adopted amended and restated bylaws approved by the board and stockholders (effective 2026-05-11).
  - Change: bylaw amendment
  - Effective: 2026-05-11
  source text: Effective as of May 11, 2026, the Company adopted amended and restated bylaws (the “ Amended and Restated Bylaws ”) in connection with the closing of the IPO. The Board and stockholders previously approved the Amended and Restated Bylaws to be effective immediately prior to the closing of the IPO.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1882782/000119312526216899/0001193125-26-216899-index.htm
- Material Agreements
  Odyssey Therapeutics, Inc. entered into Share Purchase Agreement with TPG LSI Rise Orazio II, L.P. (effective 2026-05-07).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: TPG LSI Rise Orazio II, L.P.
  - Effective: 2026-05-07
  source text: On May 7, 2026, Odyssey Therapeutics, Inc. (the " Company ") entered into a Share Purchase Agreement (the " Purchase Agreement ") with TPG LSI Rise Orazio II, L.P. (" Purchaser "), an affiliate of an existing stockholder of the Company, for the purchase of an aggregate of 1,388,889 shares (the " Shares ") of the Company’s common stock, par value $0.001 (the " Common Stock "), at a per share price equal to the initial public offering price of $18.00 per share, through a private placement financing (the " Private Placement "), which closed concurrently with the initial public offering of shares of the Company’s Common Stock (the " IPO ").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1882782/000119312526216899/0001193125-26-216899-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.