odii20240429

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).

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. ☐

As previously announced in a Current Report on Form 8-K filed on March 15, 2024, on March 12, 2024, Odyssey Semiconductor Technologies, Inc., a Delaware corporation (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Odyssey Semiconductor, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Seller”), JR2J, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Seller (“JR2J”, together with the Seller and the Company, the “Seller Parties”), and a large semiconductor company (“Buyer”). Pursuant to the Asset Purchase Agreement and subject to the satisfaction or waiver of certain conditions and limitation provided therein, the Seller Parties will sell, transfer and assign substantially all of their asset to the Buyer.

Pursuant to the Asset Purchase Agreement, for a period beginning on the date of the Asset Purchase Agreement and continuing for 20 calendar days until 11:59 p.m. EST, April 1, 2024 (such period, the “Go-Shop Period”), the Board shall carry out its obligations pursuant to certain Go-Shop Provisions in the Asset Purchase Agreement to solicit, initiate or facilitate the making of alternative acquisition proposals from third parties, and in the case that a bona fide acquisition proposal, whether solicited or otherwise, has been received by the Seller Parties, and the Seller Parties determine that it is in the best interests of the Seller Parties to accept such acquisition proposal as a “superior proposal”, the Seller Parties shall provide at least 4 business days of notice to the Buyer, and shall engage in good faith negotiation for at least 5 business days and allow Buyer to match such acquisition proposal, before the Seller Parties may terminate the Asset Purchase Agreement as provided therein.

As announced in a Current Report on Form 8-K filed on April 10, 2024, the Go-Shop Period expired at 11:59 p.m. EST, April 1, 2024, and the Board has determined that it has not received a “superior proposal” as defined in the Asset Purchase Agreement.

As previously announced, the Company will organize a special meeting (the “Special Meeting”) of stockholders on or about June 3, 2024 for the approval of the Asset Purchase Agreement, the Asset Sales and other related matters by the stockholders of the Company. In connection with the Special Meeting, the Board has designated April 29, 2024, as the record date established for voting at the Special Meeting.

We will prepare and mail a proxy statement to the registered stockholders of the Company (the “Proxy Statement”), in accordance with requirements of the law of the state of Delaware on or about May 9, 2024. Stockholders will also be able to obtain a copy of the Proxy Statement and proxy card without charge from the Company or on behalf of the company through Broadridge Financial Solutions, Inc.

This report contains disclosures, which may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should” or the negative versions of those words or other comparable words. Forward-looking statements do not relate solely to historical or current facts, rather they are based on management’s expectations as well as certain assumptions and estimates made by, and information available to, management at the time. These statements are not guarantees of future performance. These forward-looking statements are based upon the Company’s current expectations and are subject to a number of uncertainties and risks that could significantly affect current plans, anticipated actions and the Company’s future financial condition and results.

Various forward-looking statements in this report relate to the proposed Asset Sales. Important transaction-related and other risk factors that may cause these forward-looking statements to differ include: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Asset Purchase Agreement; (ii) the completion of the Asset Sales on anticipated terms and timing, including obtaining required stockholder and regulatory approvals, and the satisfaction of other conditions to the completion of the Asset Sales; (iii) significant transaction costs associated with the Asset Sales; (iv) potential litigation relating to the Asset Sales, including the effects of any outcomes related thereto; and (vii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Asset Sales.

Additional risks and uncertainties are discussed in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2022 filed with the SEC and subsequent filings with the SEC. All forward-looking statements speak only as of the date they are made and are based on information available at that time. The Company does not undertake any obligation to update or revise any forward-looking statements to reflect subsequent circumstances or events.

This report is being issued in connection with the proposed Asset Sales of the Company., The Company does not intend to file the Proxy Statement with the SEC, as its securities are not registered under Section 12 of the Securities Exchange Act of 1934. The Proxy Statement (if and when available) will be mailed to the Company’s stockholders. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, and is not a substitute for the Proxy Statement or any document that the Company may file with the SEC.

INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE ASSET SALES THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE SELLER PARTIES AND THE ASSET SALES DESCRIBED HEREIN.

The Company and certain of its directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed Asset Sales. Additional information regarding the identity of the participants, and their respective direct and indirect interests in the Asset Sales, by security holdings or otherwise, will be set forth in the Proxy Statement.

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

	Odyssey Semiconductor Technologies, Inc.

April 29, 2024	By:	/s/ Richard Brown
	Name:	Richard Brown
	Title:	Chief Executive Officer