SCHEDULE: TPG Entities Disclose 7.8% Stake in Odyssey Therapeutics

TPG GP A, LLC, James G. Coulter, and Jon Winkelried have jointly filed a Schedule 13D, disclosing beneficial ownership of 3,690,146 shares, representing 7.8% of Odyssey Therapeutics, Inc.'s common stock, acquired through a concurrent private placement.

Summary

• TPG GP A, LLC, along with James G. Coulter and Jon Winkelried, have collectively reported beneficial ownership of 3,690,146 shares of Odyssey Therapeutics, Inc. common stock.
• This holding represents approximately 7.8% of the company's outstanding common stock as of the closing date.
• The shares were acquired through a concurrent private placement on May 11, 2026, where TPG LSI Rise Orazio II, L.P. purchased 1,388,889 shares at $18.00 per share for a total of $25,000,002.
• The reporting persons are affiliated with TPG Inc., a global investment firm.
• The filing indicates that the reporting persons may suggest or take positions to enhance shareholder value, which could include future plans related to the Issuer's operations, management, capital structure, or securities.
• An Investors' Rights Agreement is in place, providing for the registration of shares for resale.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, reflecting a significant investment by a major firm but without specific operational or financial performance updates from Odyssey Therapeutics itself.

Positives

• TPG, a significant investment firm, has taken a substantial stake (7.8%) in Odyssey Therapeutics, indicating confidence in the company's prospects.
• The acquisition was made at the same price as the public offering ($18.00 per share), suggesting a fair valuation at the time of the concurrent private placement.
• The existence of an Investors' Rights Agreement facilitates the potential resale of shares, offering liquidity to the investors.

Negatives

• The filing does not contain specific financial performance data for Odyssey Therapeutics, Inc., making it difficult to assess the company's current financial health.
• The reporting persons' potential future actions to enhance shareholder value could lead to significant changes in the company's structure or operations, which may not align with all stakeholders' interests.

Risks

• The reporting persons may propose changes to the Issuer's operations, management, or capital structure, which could lead to uncertainty or strategic shifts.
• Future actions by the reporting persons could include acquiring additional securities, disposing of securities, entering into extraordinary corporate transactions, changing the board or management, or altering the capitalization or dividend policy.
• There is a possibility of actions that could impede the acquisition of control of the Issuer by any person.

Future Outlook

The reporting persons may, at any time, review or reconsider their position and formulate plans or proposals that could result in changes to the Issuer's operations, management, capital structure, or securities. This could include acquiring additional securities, disposing of securities, engaging in extraordinary corporate transactions, changing the board or management, or altering the capitalization or dividend policy.

Management Comments

• As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of the Issuer as a means of enhancing shareholder value.
• Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the Issuer; entering into an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; selling or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing the present board of directors or management of the Issuer, including changing the number or term of directors or filling any existing vacancies on the board of directors of the Issuer; materially changing the present capitalization or dividend policy of the Issuer; materially changing the Issuer's business or corporate structure; changing the Issuer's certificate of incorporation, bylaws or instruments corresponding thereto or taking other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, as amended; and taking any action similar to any of those enumerated above.

Industry Context

StockSavvy.ai notes that significant stake acquisitions by major investment firms like TPG in biotechnology companies, especially around the time of an IPO or concurrent private placement, often signal strong conviction in the company's technology or market potential. This filing suggests TPG sees substantial long-term value in Odyssey Therapeutics.

Stakeholder Impact

• Shareholders: The acquisition by TPG could lead to increased investor confidence, but potential future strategic changes initiated by TPG could also impact share value and company direction.
• Management and Employees: Future plans by TPG could involve changes to management or corporate structure, potentially affecting employees.
• Creditors: Changes in capital structure or extraordinary corporate transactions could impact the company's debt obligations and creditor positions.

Next Steps

• The reporting persons may suggest or take positions regarding potential changes in the Issuer's operations, management, or capital structure.
• The Investors' Rights Agreement provides for the registration of shares for resale.

Key Dates

Recommendation

The filing indicates a significant investment by TPG, suggesting potential upside. However, without Odyssey Therapeutics' operational or financial results, and given TPG's stated intention to potentially influence company strategy, a 'hold' recommendation is prudent to await further developments and performance data.

Keywords

Odyssey Therapeutics, Schedule 13D, TPG, TPG GP A, LLC, James G. Coulter, Jon Winkelried, Beneficial Ownership, Common Stock, Investment, Private Placement, IPO, Investors' Rights Agreement