ODTX · Odyssey Therapeutics, Inc.

Odyssey Therapeutics marked a pivotal transition to public markets through its IPO, accompanied by a $25 million private placement to existing stockholder affiliate TPG LSI Rise Orazio II, L.P., providing immediate post-IPO liquidity without diluting the public float excessively. The share purchase at the exact IPO price of $18.00 ensures alignment with public valuation, while the 7% placement agent fee to J.P. Morgan, TD Securities, Cantor Fitzgerald, Wedbush, and Oppenheimer reflects standard terms for concurrent financings. Shares gain registration rights under the existing 2025 Investor Rights Agreement, offering the purchaser future liquidity options subject to thresholds. Governance updates via the Ninth Amended Certificate and restated Bylaws, effective immediately prior to IPO closing, establish a robust public company framework: single-class common stock with exclusive voting rights, a three-class staggered board (Class I, II, III terms expiring sequentially over three years), director removal only for cause requiring 66 2/3% stockholder vote, and Board authority over bylaws. Authorized share capacity of 500 million common and 50 million preferred supports future flexibility. These changes enhance investor protections and operational efficiency, signaling maturity as a Nasdaq-listed entity.