05/11/2026 | Press release | Distributed by Public on 05/11/2026 18:35
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Convertible Preferred Stock | (1) | 05/11/2026 | C | 79,166 | (1) | (1) | Common Stock | 8,527(7) | (1) | 0 | I | See footnote(4) | |||
| Series C Convertible Preferred Stock | (2) | 05/11/2026 | C | 100,000 | (2) | (2) | Common Stock | 10,291(7) | (2) | 0 | I | See footnote(4) | |||
| Series D Convertible Preferred Stock | (3) | 05/11/2026 | C | 96,002 | (3) | (3) | Common Stock | 9,880(7) | (3) | 0 | I | See footnote(4) | |||
| Stock Option (Right to Buy) | $18 | 05/07/2026 | A | 626,220 | (8) | 05/06/2036 | Common Stock | 626,220 | $ 0 | 626,220 | D | ||||
| Series D Warrants (Right to Buy) | $0.1 | 05/11/2026 | M | 28,800 | (5) | (5) | Common Stock | 2,963 | (5) | 0 | I | See footnote(4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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LEIDEN JEFFREY M C/O ODYSSEY THERAPEUTICS, INC. 51 SLEEPER STREET, SUITE 800 BOSTON, MA 02210 |
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| /s/ Jolie M. Siegel, Attorney-in-Fact | 05/11/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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) | The Series B Preferred Stock automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-9.2837 basis for no additional consideration. |
| (2) | The Series C Preferred Stock automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-9.7170 basis for no additional consideration. |
| (3) | The Series D Preferred Stock automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-9.7170 basis for no additional consideration. |
| (4) | These securities are held of record by Racing Beach Ventures LLC ("Racing Beach"). The Reporting Person is a managing member of Racing Beach and may be deemed to have beneficial ownership of the securities. |
| (5) | The warrants to purchase shares of Common Stock were automatically exercised into shares of Common Stock by their terms immediately prior to the closing of the Issuer's initial public offering on a net exercise basis. |
| (6) | Pursuant to the terms of the warrants, the Issuer withheld 17 warrant shares to pay the exercise price in connection with the net exercise. |
| (7) | Gives effect to the 1-for-9.7170 reverse stock split effected prior to the closing of the Issuer's initial public offering. |
| (8) | Option will vest in full on May 7, 2027, subject to the Reporting Person's continued service on each such vesting date. |