Odyssey Therapeutics Inc.

05/11/2026 | Press release | Distributed by Public on 05/11/2026 18:30

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Li Nan (LN)
2. Issuer Name and Ticker or Trading Symbol
Odyssey Therapeutics, Inc. [ODTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ODYSSEY THERAPEUTICS, INC., 51 SLEEPER STREET, SUITE 800
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026
(Street)
BOSTON, MA 02210
4. If Amendment, Date Original Filed (Month/Day/Year)
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 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 1,709,543 A (1) 2,222,405 I See footnote(2)
Common Stock 05/11/2026 P 1,111,111(3) A $18 3,333,516 I See footnote(2)
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 D Convertible Preferred Stock (1) 05/11/2026 C 16,611,626 (1) (1) Common Stock 1,709,543(4) (1) 0 I See footnote(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Li Nan (LN)
C/O ODYSSEY THERAPEUTICS, INC.
51 SLEEPER STREET, SUITE 800
BOSTON, MA 02210
X

Signatures

/s/ Jolie M. Siegel, Attorney-in-Fact 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 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.
(2) These securities are held by Dimension Capital II, L.P. Dimension Capital II, L.P. is controlled by Dimension Capital II GP, L.P., its general partner, which is itself controlled by Dimension Capital II GP, LLC. The Reporting Person, Adam Goulburn and Zavain Dar serve as the members of Dimension Capital II GP, LLC. The Reporting Person disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein.
(3) Reflects shares purchased in the Issuer's initial public offering.
(4) Gives effect to the 1-for-9.7170 reverse stock split effected prior to the closing of the Issuer's initial public offering.
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 00:31 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]