aibioOdyssey Therapeutics sells 1,388,889 shares to TPG affiliate at $18.00 in private placement
Tickers ODTX
The private placement closed alongside Odyssey's initial public offering. The Share Purchase Agreement is dated May 7, 2026 and names five placement agents.
Key facts
- Company
- Odyssey Therapeutics, Inc. (NASDAQ: ODTX)
- News type
- Financings
- Primary source
- Odyssey Therapeutics, Inc. Form 8-K filed May 11, 2026 (SEC EDGAR)
Odyssey Therapeutics, Inc. (Nasdaq: ODTX) sold 1,388,889 shares of common stock to TPG LSI Rise Orazio II, L.P. in a private placement that closed at the same time as the company's initial public offering. The price was $18.00 per share, equal to the IPO price, so the placement carried no discount to the public offering. Odyssey reported the sale in a Form 8-K filed May 11, 2026. The agreement is dated May 7, 2026.
What the filing says
Odyssey entered into a Share Purchase Agreement with TPG LSI Rise Orazio II, L.P., which the filing calls the Purchaser and describes as an affiliate of an existing stockholder of the company. The Purchaser bought 1,388,889 shares at a price per share equal to the initial public offering price of $18.00. A private placement is a sale of shares directly to a chosen investor instead of to the public. The company's IPO closed alongside it.
The agreement itself states the deal in dollars. It says the company would sell $25,000,002 of its common stock, which it calls the Investment Amount, at the IPO price. The number of shares equals the Investment Amount divided by the IPO price, rounded down to the nearest whole share. The Purchaser pays by wire transfer of immediately available funds at the closing, which takes place concurrently with the IPO closing, and the shares are uncertificated.
Placement agents and fees
J.P. Morgan Securities LLC, TD Securities (USA) LLC, Cantor Fitzgerald & Co., Wedbush & Co., LLC and Oppenheimer and Co. Inc. acted as placement agents for the sale. Odyssey agreed to pay a placement agent fee equal to 7.0% of the total purchase price of the shares.
The agreement also refers to the IPO underwriting. It says the company would enter into an Underwriting Agreement with J.P. Morgan Securities LLC, TD Securities (USA) LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters. It says the shares will carry transfer restrictions under a lock-up agreement that the Purchaser or its affiliates entered into with the underwriters for the IPO.
Registration rights and the exemption
The shares will be treated as registrable securities under the Third Amended and Restated Investor Rights Agreement, dated June 16, 2025, among the company and the investors party to it. Under that agreement, holders of registrable securities have registration rights, subject to specified holder thresholds and other conditions and limitations.
The shares have not been registered under the Securities Act of 1933 or state securities laws. They were sold under Section 4(a)(2) of the Securities Act. The Purchaser represented that it is an institutional accredited investor or a qualified institutional buyer and is buying for investment only, not with a view to any public distribution. The company says the shares were offered without any general solicitation. The filing adds that the representations and warranties in the agreement were made solely for the benefit of the parties and may be subject to limitations they agreed upon.
Charter and bylaws
In connection with the IPO closing, Odyssey also changed its governing documents. On May 11, 2026, it filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. The board and stockholders had approved the certificate to take effect immediately before the IPO closed. Effective May 11, 2026, the company also adopted amended and restated bylaws, which the board and stockholders had likewise approved ahead of time. The filing lists the certificate as Exhibit 3.1 and the bylaws as Exhibit 3.2.
Who is involved
Gary D. Glick, Ph.D., President and Chief Executive Officer, signed the 8-K for Odyssey. The 8-K and the agreement do not give the size of the IPO, the company's losses or cash, or its clinical programs, so the filing says little about what the money will fund. In the agreement, the company represents that it has the authority to sign the Share Purchase Agreement and an engagement letter with the placement agents dated May 7, 2026. It also says the shares will be duly authorized, validly issued and fully paid and nonassessable once issued and paid for.