Odyssey Therapeutics Inc.

05/11/2026 | Press release | Distributed by Public on 05/11/2026 19:12

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
SR ONE CAPITAL MANAGEMENT, LLC
2. Issuer Name and Ticker or Trading Symbol
Odyssey Therapeutics, Inc. [ODTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
929 MAIN STREET, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026
(Street)
REDWOOD CITY, CA 94063
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/11/2026 C 474,048 A (1) 474,048 I See Note 2(2)
Common Stock 05/11/2026 C 139,366 A (3) 613,414 I See Note 2(2)
Common Stock 05/11/2026 C 59,692 A (4) 673,106 I See Note 2(2)
Common Stock 05/11/2026 C 61,762 A (5) 734,868 I See Note 2(2)
Common Stock 05/11/2026 C 683,817 A (6) 1,418,685 I See Note 2(2)
Common Stock 05/11/2026 X 191,541 A (7) 1,610,226 I See Note 2(2)
Common Stock 05/11/2026 S(7) 1,065(8) D $18 1,609,161 I See Note 2(2)
Common Stock 05/11/2026 P 222,222 A $18 1,831,383 I See Note 2(2)
Common Stock 05/11/2026 C 118,512 A (1) 118,512 I See Note 9(9)
Common Stock 05/11/2026 C 255,823 A (4) 374,335 I See Note 9(9)
Common Stock 05/11/2026 C 204,658 A (4) 204,658 I See Note 10(10)
Common Stock 05/11/2026 C 20,582 A (5) 225,240 I See Note 10(10)
Common Stock 05/11/2026 C 166,168 A (6) 391,408 I See Note 10(10)
Common Stock 05/11/2026 X 49,850 A (7) 441,258 I See Note 10(10)
Common Stock 05/11/2026 S(7) 277(11) D $18 440,981 I See Note 10(10)
Common Stock 05/11/2026 P 133,333 A $18 574,314 I See Note 10(10)
Common Stock 05/11/2026 C 463,106 A (5) 463,106 I See Note 12(12)
Common Stock 05/11/2026 C 273,527 A (6) 736,633 I See Note 12(12)
Common Stock 05/11/2026 X 78,656 A (7) 815,289 I See Note 12(12)
Common Stock 05/11/2026 S(7) 438(13) D $18 814,851 I See Note 12(12)
Common Stock 05/11/2026 P 200,000 A $18 1,014,851 I See Note 12(12)
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1) 05/11/2026 C 4,606,320 (1) (1) Common Stock 474,048 (1) 0 I See Note 2(2)
Series A-2 Convertible Preferred Stock (3) 05/11/2026 C 1,299,842 (3) (3) Common Stock 139,366 (3) 0 I See Note 2(2)
Series B Convertible Preferred Stock (4) 05/11/2026 C 544,162 (4) (4) Common Stock 59,692 (4) 0 I See Note 2(2)
Series C Convertible Preferred Stock (5) 05/11/2026 C 600,142 (5) (5) Common Stock 61,762 (5) 0 I See Note 2(2)
Series D Convertible Preferred Stock (6) 05/11/2026 C 6,644,650 (6) (6) Common Stock 683,817 (6) 0 I See Note 2(2)
Series D Warrants (Right to Buy) $0.1 05/11/2026 X 1,861,211 (7) (7) Common Stock 191,541 (7) 0 I See Note 2(2)
Series A Convertible Preferred Stock (1) 05/11/2026 C 1,151,580 (1) (1) Common Stock 118,512 (1) 0 I See Note 9(9)
Series B Convertible Preferred Stock (4) 05/11/2026 C 2,374,981 (4) (4) Common Stock 255,823 (4) 0 I See Note 9(9)
Series B Convertible Preferred Stock (4) 05/11/2026 C 1,899,984 (4) (4) Common Stock 204,658 (4) 0 I See Note 10(10)
Series C Convertible Preferred Stock (5) 05/11/2026 C 200,000 (5) (5) Common Stock 20,582 (5) 0 I See Note 10(10)
Series D Convertible Preferred Stock (6) 05/11/2026 C 1,614,650 (6) (6) Common Stock 166,168 (6) 0 I See Note 10(10)
Series D Warrants (Right to Buy) $0.1 05/11/2026 X 484,395 (7) (7) Common Stock 49,850 (7) 0 I See Note 10(10)
Series C Convertible Preferred Stock (5) 05/11/2026 C 4,500,000 (5) (5) Common Stock 463,106 (5) 0 I See Note 12(12)
Series D Convertible Preferred Stock (6) 05/11/2026 C 2,657,860 (6) (6) Common Stock 273,527 (6) 0 I See Note 12(12)
Series D Warrants (Right to Buy) $0.1 05/11/2026 X 764,312 (7) (7) Common Stock 78,656 $ 0 0 I See Note 12(12)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SR ONE CAPITAL MANAGEMENT, LLC
929 MAIN STREET
SUITE 200
REDWOOD CITY, CA 94063
X
George Simeon
929 MAIN STREET
SUITE 200
REDWOOD CITY, CA 94063
X

Signatures

/s/ Sasha Keough, attorney-in-fact for SR One Capital Management, LLC 05/11/2026
**Signature of Reporting Person Date
/s/ Sasha Keough, attorney-in-fact for Simeon George 05/11/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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 A 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.
(2) The securities are directly held by SR One Capital Fund I Aggregator, LP ("SR One Fund I Aggregator"). SR One Capital Partners I, LP ("SR One Partners I") is the sole general partner of SR One Fund I Aggregator, and SR One Capital Management, LLC ("SR One Capital Management") is the sole general partner of SR One Partners I. Simeon George, M.D. is the managing member of SR One Capital Management. Each of SR One Capital Partners I, SR One Capital Management and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
(3) The Series A-2 Preferred Stock automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-9.3268 basis for no additional consideration.
(4) 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.
(5) 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.
(6) 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.
(7) 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.
(8) Pursuant to the terms of the warrants, the Issuer withheld 1,065 warrant shares to pay the exercise price in connection with the net exercise.
(9) The securities are directly held by SR One Co-Invest IV, LLC ("SR One Co-Invest IV"). SR One Co-Invest IV Manager, LLC ("SR One Co-Invest Manager") is the managing member of SR One-Co-Invest IV, and SR One Capital Management is the managing member of SR One Co-Invest Manager. Simeon George, M.D. is the managing member of SR One Capital Management. Each of SR One Co-Invest Manager, SR One Capital Management and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
(10) The securities are directly held by SR One Co-Invest IV-A, LLC ("SR One Co-Invest IV-A"). SR One Co-Invest IV Manager is the managing member of SR One-Co-Invest IV-A, and SR One Capital Management is the managing member of SR One Co-Invest Manager. Simeon George, M.D. is the managing member of SR One Capital Management. Each of SR One Co-Invest Manager, SR One Capital Management and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
(11) Pursuant to the terms of the warrants, the Issuer withheld 277 warrant shares to pay the exercise price in connection with the net exercise.
(12) The reported securities are held directly by AMZL, LP ("AMZL"). SR One Capital SMA Partners, LP ("SR One SMA Partners") is the general partner of AMZL, and SR One Capital Management is the general partner of SR One SMA Partners. Simeon George, M.D. is the managing member of SR One Capital Management. Each of SR One SMA Partners, SR One Capital Management and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
(13) Pursuant to the terms of the warrants, the Issuer withheld 438 warrant shares to pay the exercise price in connection with the net exercise.
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 11, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 12, 2026 at 01:12 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]