SEC FORM 4

Please wait

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SR ONE CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

929 MAIN STREET

SUITE 200

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

1. Name and Address of Reporting Person^*

SR ONE CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

929 MAIN STREET

SUITE 200

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

George Simeon

(Last)

(First)

(Middle)

929 MAIN STREET

SUITE 200

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

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.

	/s/ Sasha Keough, attorney-in-fact for SR One Capital Management, LLC	05/11/2026
	/s/ Sasha Keough, attorney-in-fact for Simeon George	05/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.