ODTX · Odyssey Therapeutics, Inc. · Insider Trading

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.

Gives effect to the 1-for-9.7170 reverse stock split effected prior to the closing of the Issuer's initial public offering.

These securities are held by Dimension Capital II, L.P. Dimension Capital II, L.P. is controlled by Dimension Capital II GP, L.P., its general partner, which is itself controlled by Dimension Capital II GP, LLC. The Reporting Person, Adam Goulburn and Zavain Dar serve as the members of Dimension Capital II GP, LLC. The Reporting Person disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein.

The Warrants to Purchase Common Stock (the "Warrants") directly held by TPG Orazio I were, pursuant to their terms, deemed automatically exercised, by way of a cashless net issue exercise, for shares of Common Stock upon consummation of the Issuer's initial public offering on May 11, 2026. Each Warrant had been exercisable for one share of Common Stock at an exercise price of $0.10 until the earlier of (i) June 16, 2032 and (ii) a "Corporate Transaction" (defined as the consummation of a Deemed Liquidation Event (as defined in the Issuer's Certificate of Incorporation (as defined below)) and the closing of the Issuer's initial public offering).

Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of TPG LSI GenPar Advisors, LLC, which is the general partner of TPG LSI GenPar, L.P., which is the sole member of TPG LSI SPV GP, LLC.

TPG LSI SPV GP, LLC is the general partner of each of (i) TPG LSI Rise Orazio, L.P. ("TPG Orazio I"), which directly holds 2,301,257 shares of Common Stock ("Common Stock") of Odyssey Therapeutics, Inc. (the "Issuer"), and (ii) TPG LSI Rise Orazio II, L.P. ("TPG Orazio II" and, together with TPG Orazio I, the "TPG Funds"), which directly holds 1,388,889 shares of Common Stock.

Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each of the TPG Funds and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

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.

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.

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.

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.

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.

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.

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.

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.

Pursuant to the Eighth Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") of the Issuer, as amended, the shares of Series D Preferred Stock of the Issuer (the "Preferred Stock") directly held by TPG Orazio I automatically converted into shares of Common Stock upon consummation of the Issuer's initial public offering on May 11, 2026 at a conversion rate (as adjusted for a reverse stock split) equal to one share of Common Stock per 9.7170 shares of Preferred Stock. The shares of Preferred Stock had previously been convertible, at the option of the holder, at any time into shares of Common Stock.

Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of TPG LSI GenPar Advisors, LLC, which is the general partner of TPG LSI GenPar, L.P., which is the sole member of TPG LSI SPV GP, LLC.

TPG LSI SPV GP, LLC is the general partner of each of (i) TPG LSI Rise Orazio, L.P. ("TPG Orazio I"), which directly holds 2,301,257 shares of Common Stock ("Common Stock") of Odyssey Therapeutics, Inc. (the "Issuer"), and (ii) TPG LSI Rise Orazio II, L.P. ("TPG Orazio II" and, together with TPG Orazio I, the "TPG Funds"), which directly holds 1,388,889 shares of Common Stock.

Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each of the TPG Funds and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

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.

Gives effect to the 1-for-9.7170 reverse stock split effected prior to the closing of the Issuer's initial public offering.

These securities are held of record by Racing Beach Ventures LLC ("Racing Beach"). The Reporting Person is a managing member of Racing Beach and may be deemed to have beneficial ownership of the securities.

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.

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.

On May 11, 2026, in connection with the Issuer's initial public offering, TPG Orazio II acquired an aggregate of 1,388,889 shares of Common Stock at a price of $18.00 per share.

Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of TPG LSI GenPar Advisors, LLC, which is the general partner of TPG LSI GenPar, L.P., which is the sole member of TPG LSI SPV GP, LLC.

TPG LSI SPV GP, LLC is the general partner of each of (i) TPG LSI Rise Orazio, L.P. ("TPG Orazio I"), which directly holds 2,301,257 shares of Common Stock ("Common Stock") of Odyssey Therapeutics, Inc. (the "Issuer"), and (ii) TPG LSI Rise Orazio II, L.P. ("TPG Orazio II" and, together with TPG Orazio I, the "TPG Funds"), which directly holds 1,388,889 shares of Common Stock.

Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each of the TPG Funds and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

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.

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.

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.

These securities are held of record by Racing Beach Ventures LLC ("Racing Beach"). The Reporting Person is a managing member of Racing Beach and may be deemed to have beneficial ownership of the securities.

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.

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.

The Series D Preferred Stock 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.

Gives effect to the 1-for-9.7170 reverse stock split effected prior to the closing of the Issuer's initial public offering.

Reflects shares purchased in the Issuer's initial public offering.

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.

These securities are held of record by Racing Beach Ventures LLC ("Racing Beach"). The Reporting Person is a managing member of Racing Beach and may be deemed to have beneficial ownership of the securities.

The Series C Preferred Stock 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.

Gives effect to the 1-for-9.7170 reverse stock split effected prior to the closing of the Issuer's initial public offering.

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.

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.

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.

These securities are held of record by Racing Beach Ventures LLC ("Racing Beach"). The Reporting Person is a managing member of Racing Beach and may be deemed to have beneficial ownership of the securities.

The Series C Preferred Stock 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.

The Series D Preferred Stock 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.

The Warrants to Purchase Common Stock (the "Warrants") directly held by TPG Orazio I were, pursuant to their terms, deemed automatically exercised, by way of a cashless net issue exercise, for shares of Common Stock upon consummation of the Issuer's initial public offering on May 11, 2026. Each Warrant had been exercisable for one share of Common Stock at an exercise price of $0.10 until the earlier of (i) June 16, 2032 and (ii) a "Corporate Transaction" (defined as the consummation of a Deemed Liquidation Event (as defined in the Issuer's Certificate of Incorporation (as defined below)) and the closing of the Issuer's initial public offering).

Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of TPG LSI GenPar Advisors, LLC, which is the general partner of TPG LSI GenPar, L.P., which is the sole member of TPG LSI SPV GP, LLC.

TPG LSI SPV GP, LLC is the general partner of each of (i) TPG LSI Rise Orazio, L.P. ("TPG Orazio I"), which directly holds 2,301,257 shares of Common Stock ("Common Stock") of Odyssey Therapeutics, Inc. (the "Issuer"), and (ii) TPG LSI Rise Orazio II, L.P. ("TPG Orazio II" and, together with TPG Orazio I, the "TPG Funds"), which directly holds 1,388,889 shares of Common Stock.

Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each of the TPG Funds and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

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.

Gives effect to the 1-for-9.7170 reverse stock split effected prior to the closing of the Issuer's initial public offering.

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.

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.

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.

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.

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.

Pursuant to the Eighth Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") of the Issuer, as amended, the shares of Series D Preferred Stock of the Issuer (the "Preferred Stock") directly held by TPG Orazio I automatically converted into shares of Common Stock upon consummation of the Issuer's initial public offering on May 11, 2026 at a conversion rate (as adjusted for a reverse stock split) equal to one share of Common Stock per 9.7170 shares of Preferred Stock. The shares of Preferred Stock had previously been convertible, at the option of the holder, at any time into shares of Common Stock.

Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of TPG LSI GenPar Advisors, LLC, which is the general partner of TPG LSI GenPar, L.P., which is the sole member of TPG LSI SPV GP, LLC.

TPG LSI SPV GP, LLC is the general partner of each of (i) TPG LSI Rise Orazio, L.P. ("TPG Orazio I"), which directly holds 2,301,257 shares of Common Stock ("Common Stock") of Odyssey Therapeutics, Inc. (the "Issuer"), and (ii) TPG LSI Rise Orazio II, L.P. ("TPG Orazio II" and, together with TPG Orazio I, the "TPG Funds"), which directly holds 1,388,889 shares of Common Stock.

Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each of the TPG Funds and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

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.

Pursuant to the terms of the warrants, the Issuer withheld 277 warrant shares to pay the exercise price in connection with the net exercise.

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.

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.

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.

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.

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.

The Warrants to Purchase Common Stock (the "Warrants") directly held by TPG Orazio I were, pursuant to their terms, deemed automatically exercised, by way of a cashless net issue exercise, for shares of Common Stock upon consummation of the Issuer's initial public offering on May 11, 2026. Each Warrant had been exercisable for one share of Common Stock at an exercise price of $0.10 until the earlier of (i) June 16, 2032 and (ii) a "Corporate Transaction" (defined as the consummation of a Deemed Liquidation Event (as defined in the Issuer's Certificate of Incorporation (as defined below)) and the closing of the Issuer's initial public offering).

Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of TPG LSI GenPar Advisors, LLC, which is the general partner of TPG LSI GenPar, L.P., which is the sole member of TPG LSI SPV GP, LLC.

TPG LSI SPV GP, LLC is the general partner of each of (i) TPG LSI Rise Orazio, L.P. ("TPG Orazio I"), which directly holds 2,301,257 shares of Common Stock ("Common Stock") of Odyssey Therapeutics, Inc. (the "Issuer"), and (ii) TPG LSI Rise Orazio II, L.P. ("TPG Orazio II" and, together with TPG Orazio I, the "TPG Funds"), which directly holds 1,388,889 shares of Common Stock.

Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each of the TPG Funds and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Gives effect to the 1-for-9.7170 reverse stock split effected prior to the closing of the Issuer's initial public offering.

These securities are held of record by Racing Beach Ventures LLC ("Racing Beach"). The Reporting Person is a managing member of Racing Beach and may be deemed to have beneficial ownership of the securities.

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.

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.

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.

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.

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.

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.

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.

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.

Gives effect to the 1-for-9.7170 reverse stock split effected prior to the closing of the Issuer's initial public offering.

These securities are held of record by Racing Beach Ventures LLC ("Racing Beach"). The Reporting Person is a managing member of Racing Beach and may be deemed to have beneficial ownership of the securities.

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.

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.

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.

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.

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.

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.

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.

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.

Gives effect to the 1-for-9.7170 reverse stock split effected prior to the closing of the Issuer's initial public offering.

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.

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.

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.

Pursuant to the terms of the warrants, the Issuer withheld 4 warrant shares to pay the exercise price in connection with the net exercise.

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.

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.

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.

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.

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.