Form 4: TPG Adjusts Stake in Odyssey Therapeutics IPO

TPG entities reported significant changes in beneficial ownership of Odyssey Therapeutics common stock following the company's initial public offering.

Summary

• TPG LSI Rise Orazio I and II entities executed multiple transactions involving Odyssey Therapeutics common stock on May 11, 2026.
• Warrants held by TPG Orazio I were exercised via a cashless net issue, resulting in the acquisition of 423,111 shares of common stock.
• Series D Preferred Stock held by TPG Orazio I converted into 1,880,497 shares of common stock upon the IPO.
• TPG Orazio II purchased 1,388,889 shares of common stock at the IPO price of $18.00 per share.
• Following these transactions, the reporting entities beneficially own 3,690,146 shares of Odyssey Therapeutics common stock.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral administrative filing documenting the expected conversion of securities and participation in an IPO by existing institutional investors.

Positives

• Successful conversion of preferred stock and exercise of warrants indicates alignment with the company's transition to a public entity.
• Direct participation in the IPO by TPG Orazio II through the purchase of 1,388,889 shares at $18.00 demonstrates continued capital commitment.

Negatives

• The reporting persons have classified themselves as 'Former 10% Owners', suggesting a reduction in their relative influence or ownership stake post-IPO.

Risks

• The reporting persons disclaim beneficial ownership of the securities except to the extent of their pecuniary interest, highlighting the complexity of the ownership structure.
• Future sales of the 3,690,146 shares held by the TPG entities could exert downward pressure on the stock price.

Future Outlook

The filing does not provide forward-looking guidance for the company, focusing strictly on the reporting of ownership changes related to the IPO.

Industry Context

StockSavvy.ai notes that this filing reflects standard post-IPO cleanup for private equity backers, where warrants and preferred shares are converted to common equity to simplify the capital structure as the company transitions to public markets.

Comparison to Industry Standards

• The conversion of Series D Preferred Stock to common stock upon an IPO is a standard mechanism in venture-backed biotech exits.
• The use of cashless net exercise for warrants is a common practice to minimize dilution and tax impact for institutional investors.

Stakeholder Impact

• Shareholders should note the significant block of shares held by TPG entities, which may impact liquidity and future voting dynamics.

Next Steps

• Ongoing monitoring of TPG's remaining stake in Odyssey Therapeutics for potential future divestment.

Key Dates

Keywords

Odyssey Therapeutics, ODTX, TPG, IPO, Form 4, Beneficial Ownership, Insider Trading