---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-24-007716"
form_type: "8-K"
ticker: null
cik: "0001781405"
company_name: "Odyssey Semiconductor Technologies, Inc."
filed_at: "2024-03-14T23:59:59+00:00"
generated_at: "2026-06-04T21:23:35.199434+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Odyssey Semiconductor issues $434K in secured convertible notes to Chairman's trust

## Summary
- Two secured convertible promissory notes totaling $434,000 issued to Nina and John Edmunds 1998 Family Trust (Chairman John Edmunds is trustee).
- Notes bear 10% annual interest payable in common stock; mature June 30, 2025; secured by all company assets.
- Conversion price at 80% of a future financing event price or 20-day VWAP; notes rank senior to all debt except earlier insider notes.
- Prior insider notes total over $3M (to chairman, CEO, and others); new notes include most-favored-nation clause.

## SEC filing metadata
- accession: 0001437749-24-007716
- form_type: 8-K
- cik: 0001781405
- company_name: Odyssey Semiconductor Technologies, Inc.
- filed_at: 2024-03-14T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1781405/000143774924007716/0001437749-24-007716-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1781405/000143774924007716/odii20240313d_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-24-007716
- JSON: https://secwatch.observer/filing/0001437749-24-007716.json
- Plain text: https://secwatch.observer/filing/0001437749-24-007716.txt

## Key facts
- Debt Financings
  Odyssey Semiconductor Technologies, Inc. incurred convertible notes of $250,000 and $184,000 with Nina and John Edmunds 1998 Family Trust at ten percent (10%) per annum maturing the earlier of (i) the date upon which the Promissory Note is converted into equity securities of the Company, or (ii) June 30, 2025.
  - Instrument: convertible notes
  - Principal: $250,000 and $184,000
  - Counterparty: Nina and John Edmunds 1998 Family Trust
  - Rate: ten percent (10%) per annum
  - Maturity: the earlier of (i) the date upon which the Promissory Note is converted into equity securities of the Company, or (ii) June 30, 2025
  - Event: incurrence
  source text: On March 14, 2024, Odyssey Semiconductor Technologies, Inc. (the “Company”) issued a secured convertible promissory note in the amount of $250,000 and a secured convertible promissory note in the amount of $184,000 (the “Promissory Notes”), respectively, to the Nina and John Edmunds 1998 Family Trust dated January 27, 1998 (the “Edmunds Trust”), of which the Company’s Chairman, John Edmunds, is the trustee.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1781405/000143774924007716/0001437749-24-007716-index.htm
- Material Agreements
  Odyssey Semiconductor Technologies, Inc. entered into Promissory Notes with Nina and John Edmunds 1998 Family Trust valued at a secured convertible promissory note in the amount of $250,000 and a secured convertible promissory (effective 2024-03-14).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Nina and John Edmunds 1998 Family Trust
  - Value: a secured convertible promissory note in the amount of $250,000 and a secured convertible promissory
  - Effective: 2024-03-14
  source text: On March 14, 2024, Odyssey Semiconductor Technologies, Inc. (the “Company”) issued a secured convertible promissory note in the amount of $250,000 and a secured convertible promissory note in the amount of $184,000 (the “Promissory Notes”), respectively, to the Nina and John Edmunds 1998 Family Trust dated January 27, 1998 (the “Edmunds Trust”), of which the Company’s Chairman, John Edmunds, is the trustee.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1781405/000143774924007716/0001437749-24-007716-index.htm

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