8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2023

Odyssey Semiconductor Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-234741	84-1766761
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

9 Brown Road

Ithaca, NY 14850

(Address of Principal Executive Offices)

Registrant’s telephone number including area code: (607) 351-9768

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

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 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act: None.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

On August 7, 2023, Odyssey Semiconductor Technologies, Inc. (the “Company”) published a press release to announce its financial results for the second quarter of 2023. On the same day, the Company held a conference call and webcast to discuss its financial results for such periods and made available on its website the webcast.

Copy of the press release is furnished hereto as Exhibit 99.1. The information contained in this Current Report on Form 8-K (including the exhibits) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
99.1	Press Release of Odyssey Semiconductor Technologies, Inc., dated August 7, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Odyssey Semiconductor Technologies, Inc.
August 8, 2023	By:	/s/ Mark Davidson
	Name:	Mark Davidson
	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

Odyssey Semiconductor Technologies Reports Second Quarter 2023 Financial Results

ITHACA, N.Y., August 7, 2023 – Odyssey Semiconductor Technologies, Inc. (OTCQB: ODII), a semiconductor device company developing innovative high-voltage power switching components based on proprietary Gallium Nitride (“GaN”) processing technology, today reported its second quarter 2023 results.

CEO Commentary

“Two letters of intent with customers were signed this quarter for the early access sampling program with at least one additional signed letter of intent expected by September due to summer holidays in Europe,” said Mark Davidson, Odyssey's Chief Executive Officer. “Lead customers have collaborated along the way and have remained committed to product evaluations. Feedback on products delivered in Q1 2023 validated the performance metrics expected from vertical GaN for power applications. While we develop improvements to the products, we are actively engaged in multiple product definition conversations with leading EV automotive customers, as well as industrial motor and renewable energy customers. There is no doubt that these products will be successful in the market.”

Davidson continued, “We must show additional customer traction in Q3 as we need to raise money by the end of the quarter. We remain confident in the product development problems getting solved, the quantity and quality of intellectual property being created and the patience and interest that remains from customers.”

We are continuing to take product sample requests. Customers can request information and samples of the 650 and 1200 volt vertical GaN power devices at info@odysseysemi.com.

Significant Recent Advancements and Milestones
         

● Vertical GaN product samples were delivered to customers in Q1 2023 as planned; results validated the leadership performance expected from vertical GaN power devices vs. competing technologies. Additional product samples will be delivered no later than Q4 2023.

● Two letters of intent were signed this quarter for the early access sampling program. A third letter of intent is in process and is expected to be signed by September.

● Foundry on-boarded two new customers in Q2. While only $8k has been invoiced, these initial product runs will be completed in Q3 with invoicing of approximately +$100k. More importantly, each customer represents large opportunities with recurring revenue from multiple fabrication runs. Converting $2 million pipeline for foundry services to new business as the Company continues to pursue new opportunities.

Odyssey Uniquely Positioned in High Growth Megatrend Movement to High Voltage.

40% CAGR to 2027 in Odyssey's Addressable Market

With industry-leading innovation, Odyssey's approach to vertical GaN will offer even greater commercial advantages over silicon than silicon carbide or lateral GaN. Vertical GaN offers a 10x advantage over silicon carbide (SiC) at performance enabling smaller and lighter power systems and cost levels unattainable by the competing technologies. The market the Company is pursuing is large and fast growing. The 650 volt segment is the larger market today, expected to grow at a 20% compound annual growth rate. The 1200 volt product market segment is expected to grow faster at 63% CAGR and will become the larger market in the second half of this decade. Together, the 650 and 1200 volt power device market is expected to exceed $5 billion in 2027, a 40% combined CAGR according to Yole Group, a French market research firm.

Conference Call and Webcast: Q2 2023 Results

The Company will hold a conference call and webcast scheduled to begin at 5:00 PM ET (2:00 PM PT) on Monday, August 7, 2023. The conference call and webcast will consist of prepared remarks by CEO Mark Davidson. Following the prepared remarks, CEO Mark Davidson and Chairman of the Board John Edmunds will answer questions. Analysts and investors may pose questions to Odyssey during the live webcast on August 7, 2023.

Interested persons may access the live conference call by dialing 888-506-0062 (U.S./Canada callers) or 973-528-0011 (international callers), using passcode 573444. It is recommended that participants call or login 10 minutes ahead of the scheduled start time to ensure proper connection. An audio replay will be available one hour after the live call until Midnight on August 21, 2023, by dialing 877-481-4010 using passcode 48911.

The live webcast and interactive Q&A will be accessible on the Company's Investor Relations website under the Events tab at https://www.odysseysemi.com/investors/ir-calendar. The webcast will be archived on the website for future viewing.

About Odyssey Semiconductor Technologies, Inc.

Odyssey Semiconductor Technologies, Inc. has developed a proprietary technology that is designed to allow for GaN to replace SiC as the emerging high-voltage power switching semiconductor material. Based in Ithaca, NY, the Company owns and operates a 10,000 sq. ft. semiconductor wafer manufacturing facility complete with a mix of class 1,000 and class 10,000 clean space as well as tools for advanced semiconductor development and production. Odyssey Semiconductor also offers a world-class semiconductor device development and foundry service.

For more information, visit the Company’s website at www.odysseysemi.com and LinkedIn.

Forward-Looking Statements

Statements in this press release that are not descriptions of historical facts are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, forecasts, representations and contentions and are not historical facts and typically are identified by use of terms such as "may," "will," "should," "could," "expect," "plan," “forecast”, "anticipate," "believe," "estimate," "predict," "potential," "continue" and similar words, although some forward-looking statements are expressed differently. These forward-looking statements are based on management's current expectations and assumptions and are subject to risks and uncertainties described more fully in the company’s filings on Forms 10-K and 10-Q and other periodic filings with the Securities and Exchange Commission. Factors that could cause actual results to differ materially from those currently anticipated include, without limitation, risks relating to the results of our research and development activities, including uncertainties relating to semiconductor process manufacturing; the early stage of our GaN-based technology presently under development; our ability to protect our intellectual property rights that are valuable to our business, including patent and other intellectual property rights; our ability to successfully market and sell our technologies; the ability to achieve high volume manufacturing and the size and growth of the potential markets for any of our technologies, the rate and degree of market acceptance of any of our technologies and our ability to raise funding to support operations and the continued development and qualification of our technology.

In light of these risks, uncertainties and assumptions, the forward-looking statements regarding future events and circumstances discussed in this press release may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements included herein speak only as of the date hereof, and we undertake no obligation to update publicly or privately any forward-looking statements for any reason after the date of this release to conform these statements to actual results or to changes in our expectations.

Investor Relations Contact

Jeff Christensen

Darrow Associates Investor Relations

jchristensen@darrowir.com

(703) 297-6917         

Consolidated Financial Results

All financials referenced in this release are unaudited and intended to conform with U.S. Generally Accepted Accounting Principles (“GAAP”) and comparisons in this release are to the same period in the prior year unless otherwise noted.

ODYSSEY SEMICONDUCTOR TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2023 (unaudited)			2022
Assets
Current Assets:
Cash	$	632,425		$	2,428,289
Accounts receivable	$	-			50,750
Deferred expenses	$	36,925			-
Prepaid expenses and other current assets	$	116,589			68,204
Total Current Assets	$	785,939			2,547,243
Restricted cash	$	103,255			103,240
Property and equipment, net	$	890,961			989,246
Deferred Offering Costs	$	25,000			-
Operating ROU Asset	$	448,596			532,953
Total Assets	$	2,253,751		$	4,172,682
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses	$	374,436		$	382,905
Loan payable - short term	$	75,248			72,424
Lease Liability - Short Term	$	177,144			171,496
Deferred revenue	$	77,500			-
Total Current Liabilities	$	704,328			626,825
Long-Term Lease Liability	$	271,452			361,457
Bridge Note Related Party	$	4,824,000			4,442,000
Accrued Interest Bridge note	$	230,110			51,983
Loans payable - long term	$	224,857			264,729
Total Liabilities	$	6,254,747			5,746,994
Stockholders' Equity:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2023 and December 31, 2022		-			-
Common stock, $0.0001 par value, 45,000,000 shares authorized, 12,726,911 shares issued and outstanding as of June 30, 2023 and December 31, 2022		1,272			1,272
Additional paid-in capital		11,206,329			10,776,181
Accumulated deficit		(15,208,597	)		(12,351,765	)
Total Stockholders' Equity		(4,000,996	)		(1,574,312	)
Total Liabilities and Stockholders' Equity	$	2,253,751		$	4,172,682

See notes to these consolidated financial statements.

ODYSSEY SEMICONDUCTOR TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For The 3 Months Ended June 30,						For The Six Months Ended June 30,
	2023			2022			2023			2022
Revenues	$	8,400		$	20,581		$	36,900		$	50,519
Cost of Revenues		2,450			23,097			24,433			54,096
Gross Profit		5,950			(2,516	)		12,467			(3,577	)
											-
Operating Expenses:
Research and development		507,618			647,705			1,082,794			1,016,889
Selling, general, and administrative		598,579			677,847			1,230,214			1,435,774
Total Operating Expenses		1,106,197			1,325,552			2,313,008			2,452,663
Loss From Operations		(1,100,247	)		(1,328,068	)		(2,300,541	)		(2,456,240	)
Other Income:
Forgiveness of PPP loan and other income		11,258			11			11,258			2,024
Interest expense		(93,316	)		(3,668	)		(185,549	)		(7,484	)
Change in Fair Value of Contingent Liability		(189,000	)		-			(382,000	)		-
Net Loss	$	(1,371,305	)	$	(1,331,725	)	$	(2,856,832	)	$	(2,461,700	)
Net (Loss) Income Per Share:
Basic	$	(0.11	)	$	(0.10	)	$	(0.22	)	$	(0.19	)
Diluted	$	(0.07	)	$	(0.10	)	$	(0.15	)	$	(0.19	)
Weighted Average Number of Common Shares Outstanding:
Basic		12,726,911			12,726,911			12,726,911			12,726,911
Diluted		18,955,745			12,726,911			18,955,745			12,726,911

ODYSSEY SEMICONDUCTOR TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended
	June 30,
	2023			2022
Cash Flows From Operating Activities:
Net loss	$	(2,856,832	)	$	(2,461,700	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		430,148			509,799
FMV adjustment to Derivatives		382,000			-
Accrued Interest		178,127			-
Depreciation and amortization		98,285			91,392
Changes in operating assets and liabilities:					-
Accounts receivable		50,750			6,000
Prepaid expenses and other current assets		(48,385	)		(13,448	)
Deferred expenses		(36,925	)		(54,089	)
Accounts payable and accrued expenses		(8,469	)		205,423
Deferred revenue		77,500			65,000
Total Adjustments		1,123,031			810,077
Net Cash Used In Operating Activities		(1,733,801	)		(1,651,623	)
Cash Flows Used In Investing Activities:
Purchases of property and equipment		-			(288,883	)
Lease of property		-			(16,665	)
Net Cash Used In Investing Activities		-			(305,548	)
Cash Flows From Financing Activities:
Repayment of government loans		(37,048	)		(36,764	)
Payment of deferred offering costs		(25,000	)		-
Net Cash Provided By (Used In) Financing Activities		(62,048	)		(36,764	)
Net Increase (Decrease) In Cash and Restricted Cash		(1,795,849	)		(1,993,935	)
Cash and Restricted Cash - Beginning Of Period		2,531,529			2,701,414
Cash and Restricted Cash - End Of Period	$	735,680		$	707,479
Cash and Restricted Cash Consisted of the Following:
Cash	$	632,425		$	604,255
Restricted cash		103,255			103,224
	$	735,680		$	707,479
Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
Interest	$	7,422		$	7,027
Non-cash investing and financing activities:
Operating Lease ROU Asset	$	680,683		$	680,683

See notes to these consolidated financial statements.

XML

Document And Entity Information	Aug. 07, 2023
Document Information [Line Items]
Entity, Registrant Name	Odyssey Semiconductor Technologies, Inc.
Document, Type	8-K
Document, Period End Date	Aug. 07, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	333-234741
Entity, Tax Identification Number	84-1766761
Entity, Address, Address Line One	9 Brown Road
Entity, Address, City or Town	Ithaca
Entity, Address, State or Province	NY
Entity, Address, Postal Zip Code	14850
City Area Code	607
Local Phone Number	351-9768
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	true
Entity, Ex Transition Period	false
Amendment Flag	false
Entity, Central Index Key	0001781405