Odyssey Therapeutics Inc美股招股说明书(2026-05-08版)

This is an initial public offering of shares of common stock of Odyssey Therapeutics, Inc. We areoffering 15,500,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial publicoffering price is $18.00 per share. Our common stock has been approved for listing on the NasdaqCapital Market, or Nasdaq, under the trading symbol “ODTX.” We are an “emerging growth company” and a “smaller reporting company,” each as defined underthe federal securities laws, and as such, we have elected to comply with certain reduced public companyreporting requirements for this prospectus and may elect to do so in future filings. See the section of this prospectus titled “Risk Factors” beginning on page 14 to read about factorsyou should consider before deciding to invest in shares of our common stock. Neither the Securities and Exchange Commission, or the SEC, nor any state securitiescommission has approved or disapproved of these securities or passed upon the accuracy oradequacy of this prospectus. Any representation to the contrary is a criminal offense. Initial public offering price Underwriting discounts and commissionsProceeds, before expenses, to Odyssey Therapeutics, Inc.(1) See the section of this prospectus titled “Underwriting” for a description of the compensationpayable to the underwriters.(1) We have granted the underwriters an option for a period of 30 days to purchase up to 2,325,000additional shares of our common stock from us at the initial public offering price, less underwritingdiscounts and commissions. TPG LSI Rise Orazio II, L.P., or TPG Orazio II, an affiliate of an existing stockholder, has agreed topurchase approximately $25.0 million in shares of our common stock pursuant to a share purchaseagreement, in a concurrent private placement exempt from the registration requirements of the SecuritiesAct of 1933, as amended, or the Securities Act, at a per share price equal to the initial public offering price(or 1,388,889 shares). The private placement is expected to close concurrently with, and is contingentand conditioned upon consummation of, this offering, as well as certain other customary closingconditions. However, this offering is not contingent on the closing of the concurrent private placement.The underwriters have agreed to act as placement agents in connection with the concurrent privateplacement and will receive a placement agent fee equal to 7% of the aggregate gross proceeds actuallyreceived in connection with the concurrent private placement. The underwriters expect to deliver the shares against payment to purchasers on or about May 11,2026. Oppenheimer & Co. TABLE OF CONTENTS PageProspectus Summary1Risk Factors14Special Note Regarding Forward-Looking Statements72Market, Industry and Other Data74Use of Proceeds75Dividend Policy76Capitalization77Dilution79Management’s Discussion and Analysis of Financial Condition and Results of Operations81Business96Management181Executive Compensation192Certain Relationships and Related Person Transactions205Principal Stockholders210Description of Capital Stock214Shares Eligible for Future Sale220Material U.S. Federal Income Tax Consequences to Non-U.S. Holders222Underwriting226Legal Matters233Experts233Where You Can Find Additional Information233Index to Financial StatementsF-1 Through and including June 1, 2026 (the 25thday after the date of this prospectus), alldealers effecting transactions in our common stock, whether or not participating in this offering,may be required to deliver a prospectus. This delivery requirement is in addition to a dealer’sobligation to deliver a prospectus when acting as an underwriter and with respect to an unsoldallotment or subscription. Neither we nor the underwriters have authorized anyone to provide you with information other thanthat contained in this prospectus or any free writing prospectus prepared by or on behalf of us or to whichwe have referred you. We and the underwriters take no responsibility for, and can provide no assuranceas to, the reliability of, any information that others may give you. We and the underwriters are offering tosell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and salesare permitted. The information contained in this prospectus or any free writing prospectus is accurate onlyas of its date, regardless of its time of delivery or of any sale of shares of our common stock. Ourbusiness, financial condition, results of operations and prospects may have changed since that date. For investors outside of the United States: we have not, and the underwriters have not, doneanything that would permit this offering or possession or distribution of this prospectus in any jurisdictionwhere action for that purpose is required, other than in the United States. Persons outside of the UnitedStates who come into possession of this prospectus must inform themselves about, and observe anyrestrict