ODYSSEY THERAPEUTICS, INC.
7.80%
3,690,145
1882782
May 7, 2026
May 15, 2026, 02:58 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Jeito II S.L.P. | Partnership | 7.80% | 3,690,145 | 0 | 3,690,145 |
| Jeito Capital SAS | Investment Adviser | 7.80% | 3,690,145 | 0 | 3,690,145 |
| Rafaele Tordjman | Individual | 7.80% | 3,690,145 | 0 | 3,690,145 |
| Sabine Dandiguian | Individual | 7.80% | 3,690,145 | 0 | 3,690,145 |
Disclosure Items (7)
COMMON STOCK, $0.0001 par value per share
ODYSSEY THERAPEUTICS, INC.
51 SLEEPER STREET, BOSTON, MA, 02210
This Schedule 13D is being jointly filed by Jeito II S.L.P., Jeito Capital SAS, Rafaele Tordjman and Sabine Dandiguian (together, the "Reporting Persons"). Rafaele Tordjman and Sabine Dandiguian disclaim beneficial ownership over the shares of common stock described herein, except to the extent of their pecuniary interest therein.
The business address of each of the Reporting Persons is: 37 rue de la Victoire 75009 Paris France
Jeito II S.L.P. is a private investment fund. Jeito Capital SAS is the management company of Jeito II S.L.P. Rafaele Tordjman is the Chief Executive Officer of Jeito Capital SAS. Sabine Dandiguian is the Managing Director of Jeito Capital SAS.
During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Jeito II S.L.P. is a French limited partnership ("societe de libre partenariat"). Jeito Capital SAS is a French limited liability company ("societe par actions simplifiee"). Rafaele Tordjman and Sabine Dandiguian are citizens of France.
In connection with the closing of the initial public offering (the "IPO") of the Issuer on May 11, 2026, 18,272,789 shares of Series D convertible preferred stock and one common stock warrant exercisable for 4,111,377 shares of common stock held by Jeito II S.L.P. automatically converted into 1,880,497 and 420,760 shares of common stock of the Issuer, respectively. Jeito II S.L.P. purchased 1,388,888 shares of common stock at a price of $18.00 per share in the IPO. The funds to purchase the securities of the Issuer described in this Item 3 were furnished from working capital of Jeito II S.L.P.
Jeito II S.L.P. holds 3,690,145 shares of common stock, representing approximately 7.8% of the Issuer's outstanding shares of common stock, based upon 47,174,156 shares of common stock reported to be outstanding in the Issuer's Form 424(b)(4) filed with the Securities and Exchange Commission on May 8, 2026. Jeito Capital SAS is the management company of Jeito II S.L.P. As a result, Jeito Capital SAS shares power to direct the vote and disposition of the shares held by Jeito II S.L.P. and may be deemed to be the beneficial owner of the shares held by Jeito II S.L.P. Rafaele Tordjman, as Chief Executive Officer of Jeito Capital SAS, and Sabine Dandiguian, as Managing Director of Jeito Capital SAS, may be deemed to be beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by Jeito Capital SAS.
Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D set forth the number of shares of common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or direct the disposition and are incorporated by reference.
The response to Item 3 of this Schedule 13D is incorporated herein by reference.
No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock subject to this Schedule 13D.
Not applicable.
On April 7, 2026, in connection with the Issuer's IPO, Jeito II S.L.P. entered into a lock-up agreement (the "Lock-Up Agreement") with J.P. Morgan Securities LLC, TD Securities (USA) LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters. Pursuant to the Lock-Up Agreement, Jeito II S.L.P. has agreed that, subject to certain exceptions, it will not, for a period of 180 days following May 7, 2026, the date of the Issuer's prospectus filed pursuant to Rule 424(b)(4) with the SEC, without the prior written consent of the representatives, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of common stock, or any options or warrants to purchase any shares of common stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of common stock (collectively, "Lock-Up Securities"), including without limitation any such Lock-Up Securities then owned or thereafter acquired, (ii) engage in any hedging or other transaction or arrangement or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of common stock or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described above. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to such, which form is filed as an exhibit and incorporated herein by reference. Jeito II S.L.P. is a party to that certain Investors' Rights Agreement, as amended and restated on June 16, 2025, by and among the Issuer and certain of its stockholders named therein (the "IRA"). Pursuant to the terms of the IRA, beginning 180 days after May 7, 2026, the effective date of the registration statement for the Issuer's IPO, holders of a majority of the then-outstanding Registrable Securities (as defined therein) have the right to require the Issuer to file a Form S-1 registration statement to register at least 40% of the then-outstanding Registrable Securities with an anticipated aggregate offering price of at least $10 million, subject to customary terms and conditions. At any time the Issuer is eligible to use a Form S-3 registration statement, the holders who are party to the IRA and who collectively hold at least 25% of then-outstanding Registrable Securities have the right to require the Issuer to file a registration statement on Form S-3 to register outstanding Registrable Securities of such holders having an anticipated aggregate offering price of at least $5 million, subject to customary terms and conditions. Under the IRA, holders of Registrable Securities are entitled to piggyback registration rights, subject to customary terms and conditions. The foregoing description of the IRA does not purport to be complete and is qualified in its entirety by reference to such, which is filed as an exhibit and incorporated herein by reference.
Exhibit 99.1: Joint Filing Agreement. Exhibit 99.2: Form of Lock-Up Agreement (incorporated by reference to Annex II to the Form of Underwriting Agreement filed as Exhibit 1.1 to the Issuer's Registration Statement on Form S-1/A (Registration No. 333-295141), filed with the Securities and Exchange Commission on May 4, 2026). Exhibit 99.3: Third Amended and Restated Investors' Rights Agreement, dated June 16, 2025, by and among the Issuer and the investors thereto, as amended (incorporated by reference to Exhibit 4.3 to the Issuer's Registration Statement on Form S-1/A (Registration No. 333-295141), filed with the Securities and Exchange Commission on May 4, 2026).