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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): January 9, 2023

 

Odyssey Semiconductor Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   333-234741   84-1766761
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer 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 January 9, 2023, Odyssey Semiconductor Technologies, Inc. (the “Company”) published a press release to announce that it completed product sample fabrication and expects shipments to customers to commence in the first quarter of 2023.

 

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 January 9, 2023

 

 

 

 

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.
     
January 9, 2023 By: /s/ Mark Davidson
  Name: Mark Davidson
  Title: Chief Executive Officer

 

 

 

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