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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): December 1, 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) 882-2754
 
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 5 - Corporate Governance and Management 
 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Effective December 1st, 2023, Odyssey Semiconductor Technologies, Inc. (the “Company”) Dr. Rick Brown, co-founder, CTO, and Board member, has been appointed as CEO of Odyssey, replacing Mark Davidson. Mark Davidson is stepping down as CEO and Board Member and is no longer employed at Odyssey.
 
Due to cost reduction actions, both Mark Davidson and Laura Krauss, the Company’s Chief Accounting Officer, have moved to consulting roles for the company going forward.
 
Section 7 – Regulation FD
 
Item 7.01. Regulation FD Disclosure.
 
On December 5, 2023, the Company published a press release regarding the aforementioned change of management.
 
A copy of the press release is attached hereto as Exhibit 99.1. The information contained in this Current Report on Form 8-K (including the exhibit) 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 December 5, 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.
   
December 6, 2023
By:
/s/ Richard Brown
 
Name:
Richard Brown
 
Title:
Chief Executive Officer