Odyssey Therapeutics Inc.

05/12/2026 | Press release | Distributed by Public on 05/12/2026 15:37

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Dimension Capital II, L.P.
2. Date of Event Requiring Statement (Month/Day/Year)
05/07/2026
3. Issuer Name and Ticker or Trading Symbol
Odyssey Therapeutics, Inc. [ODTX]
(Last) (First) (Middle)
632 BROADWAY, SUITE 801
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
NEW YORK, NY 10012
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 512,862 D(1)(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Convertible Preferred Stock (3) (3) Common Stock 1,709,543 (3) D(1)(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dimension Capital II, L.P.
632 BROADWAY, SUITE 801
NEW YORK, NY 10012
X

Signatures

/s/ Adam Goulburn - for Dimension Capital II, L.P., By: Dimension Capital II GP, LP, its general partner, By: Adam Goulburn, Member 05/12/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Held directly by Dimension Capital II, L.P. ("Dimension Capital II"). Dimension Management, L.P. ("Dimension Management") is the investment advisor to Dimension Capital II. Dimension Management GP, L.P. is the general partner of Dimension Management, and Dimension Management GP, LLC ("Dimension Management GP") is the general partner of Dimension Management GP, L.P. Dimension Capital II GP, LLC ("Dimension Capital II GP") is the general partner to the general partner of Dimension Capital II. Adam Goulburn, Zavain Dar, and Nan Li are members of each of Dimension Management GP and Dimension Capital II GP. Mr. Li serves on the Issuer's board of directors.
(2) Each of Dimension Management, Dimension Management GP, Dimension Capital II GP, Mr. Goulburn, Mr. Dar, and Mr. Li disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein.
(3) The Series D Preferred Stock is convertible into Common Stock on a 1-for-9.7170 basis at any time at the option of the holder. The Series D Preferred Stock will convert immediately prior to the closing of the Issuer's initial public offering into the number of shares shown in column 3 without payment of consideration.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Odyssey Therapeutics Inc. published this content on May 12, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 12, 2026 at 21:37 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]