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As filed with the Securities and Exchange Commission on May 7, 2026

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

ODYSSEY THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

2836

86-3384382

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

51 Sleeper Street

Suite 800

Boston, Massachusetts 02210

(617) 865-9628

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Gary D. Glick, Ph.D.

President and Chief Executive Officer

Odyssey Therapeutics, Inc.

51 Sleeper Street

Suite 800

Boston, Massachusetts 02210

(617) 865-9628

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Brian K. Rosenzweig

Alicia Zhang

Joseph Gangitano

Megan N. Gates

Covington & Burling LLP

 

One International Place, Suite 1020

Boston, Massachusetts 02110

(617) 603-8805

Jolie M. Siegel

Executive Vice President, General Counsel and Secretary

Odyssey Therapeutics, Inc.

 

 

51 Sleeper Street

Suite 800

Boston, Massachusetts 02210

(617) 865-9628

Eric Blanchard

Richard Segal

Divakar Gupta

Evan Leitner

Cooley LLP

 

500 Boylston Street

Boston, Massachusetts 02116

(617) 937-2300

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-295141

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

This registration statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

 


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the sole purpose of increasing the aggregate number of shares of common stock offered by Odyssey Therapeutics, Inc. (the “Registrant”) by 2,599,000 shares, 339,000 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The contents of the Registration Statement on Form S-1, as amended (File No. 333-295141), including all exhibits thereto (the “Prior Registration Statement”), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act and declared effective by the Commission on May 7, 2026, are incorporated by reference into this Registration Statement. The additional shares of common stock that are being registered for issuance and sale pursuant to this Registration Statement are in an amount and at a price that together represents no more than 20% of the maximum aggregate offering price set forth in the filing fee table filed as Exhibit 107 of the Prior Registration Statement.

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.


EXHIBIT INDEX

 

 

 

Exhibit

No.

Description

 

 

5.1

Opinion of Covington & Burling LLP.

 

 

23.1

Consent of Deloitte & Touche LLP, independent registered public accounting firm of Odyssey Therapeutics, Inc.

 

 

23.2

Consent of Covington & Burling LLP (included in Exhibit 5.1 to this Registration Statement).

 

 

24.1

Power of Attorney (incorporated by reference to Exhibit 24.1 to the Prior Registration Statement).

 

 

107

Filing Fee Table.

 


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts, on the 7th day of May, 2026.

 

Odyssey Therapeutics, Inc.

 

 

By:

/s/ Gary D. Glick

 

Name:   Gary D. Glick, Ph.D.

 

Title:   President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

 

Signature

Title

Date

 

/s/ Gary D. Glick

President, Chief Executive Officer and Director (Principal Executive Officer)

May 7, 2026

Gary D. Glick, Ph.D.

 

 

/s/ Jason Haas

Chief Financial Officer (Principal Financial and Accounting Officer)

May 7, 2026

Jason Haas

 

 

*

Chairman, Director

May 7, 2026

Jeffrey M. Leiden, M.D., Ph.D.

 

 

 

*

Director

May 7, 2026

Shelley Chu, M.D., Ph.D.

 

 

 

*

Director

May 7, 2026

Paulina Hill, Ph.D.

 

 

 

*

Director

May 7, 2026

Nan Li

 

 

 

*

Director

May 7, 2026

Carolyn Ng, Ph.D.

 

 

 

*

Director

May 7, 2026

Ian F. Smith

 

 

 

*

Director

May 7, 2026

Valerie Odegard, Ph.D.

 

 

 

*

Director

May 7, 2026

Ksenija Pavletic

 

 

 

*

Director

May 7, 2026

Nia Tatsis, Ph.D.

 

 

 

*

Director

May 7, 2026

Timothy P. Walbert

 

 

 

*By:

/s/ Gary D. Glick

 

Gary D. Glick, Ph.D.

 

Attorney-in-Fact