Odyssey Semiconductor Technologies, Inc.

9 Brown Road

Ithaca, NY 14850


February 13, 2020


Edward M. Kelly, Senior Counsel

Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549-4631


Re:         Odyssey Semiconductor Technologies, Inc.

Amendment No.2 to Registration Statement on Form S-1

Filed January 31, 2020

File No. 333-234741


Dear Mr. Kelly:


This letter is provided in response to your letter dated February 12, 2020 (the “Comment Letter”) regarding the above-referenced submission of Odyssey Semiconductor Technologies, Inc. (the “Company”). The Company’s responses are set forth below to the items noted by the staff in the Comment Letter. Please note that for the convenience of the reader, the words “we,” “us,” “our,” and similar terms used in the response below refer to the Company.


As of the same date of this letter, the Company is also submitting Amendment No. 3 (the “Amendment”) to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) in order to make revisions pursuant to the Comment Letter.


Amendment No. 2 to Registration Statement on Form S-1


Selling Stockholders, page 48


1.We are unable to determine how you calculated the number of shares being registered for resale by stockholders who received their securities at the company's formation in paragraph (d) on page 3 of your response letter. Please provide additional support for your calculation.


Response: We identify the following selling stockholders as persons who received securities at the Company's formation. The table below includes a breakdown of the shares (which they received at the formation) being registered in the Registration Statement:







Mark Tompkins 2,675,000 500,000
Ian Jacobs 225,000 112,500
The Mark A. Emalfarb Trust dated October 1, 1987 50,000 25,000
Montrose Capital Partners Limited 75,000 75,000
Scott Wilfong 93,333 46,666
The Del Mar Consulting Group, Inc. Retirement Plan Trust 140,000 70,000
Barbara Glenns 20,000 10,000
Michael Silverman 133,000 66,500
Paul Tompkins 50,000 25,000
Stephen Renaud 72,000 36,000
MSK Venture Partners, LLC 33,334 16,667
Total: 3,566,667 983,333


(1) For the purpose of this response, this column only includes shares which these holders received in the formation of the Company. For example, it does not include shares which received by some of them in a private placement of the Company or shares of common stock underlying warrants.


The Company has a total of 11,159,661 shares of common stock issued and outstanding. Therefore, paragraph (d) on page 3 of our response letter dated January 31, 2020 stated: “These selling stockholders are seeking to register for resale up to an aggregate of 983,333 shares, which constitute approximately 8.81% of the Company’s issued and outstanding shares.”


2.Disclosure in the table that Mr. Tompkins is the beneficial owner of 707,333 shares of the company's common stock is inconsistent with your representation in paragraph (c) on page 2 of your response letter and the disclosure in the principal stockholder table on page 46. Please reconcile the disclosures on pages 46 and 49. In general, it appears that you may have revised the column under the heading "Shares Beneficially Owned as of the date of this Prospectus" to reflect the shares offered by the prospectus rather than the total number of shares beneficially owned. In addition, it appears that the column under the heading "Shares Beneficially Owned After the Offering" may need to be revised. Finally, it is unclear to us why you have revised footnotes (4), (8), and (9) to change the number of shares that each individual received at the formation of the company. Please advise or revise.


Response: Pursuant to your comment, we have revised the disclosures in the table of Selling Stockholders and related footnotes.


Thank you for your attention to this matter.



Odyssey Semiconductor Technologies, Inc.


By: /s/ Richard J. Brown                                     

Name: Richard J. Brown

Title: Chairman and Chief Executive Officer



cc: Mitchell Lampert, Esq.

Robinson + Cole LLP

1055 Washington Boulevard

Stamford, CT 06901