COMPASS Pathways plc Files 8-K: Material Definitive Agreement
Ticker: CMPS · Form: 8-K · Filed: Jan 10, 2025 · CIK: 1816590
| Field | Detail |
|---|---|
| Company | Compass Pathways PLC (CMPS) |
| Form Type | 8-K |
| Filed Date | Jan 10, 2025 |
| Risk Level | medium |
| Pages | 6 |
| Reading Time | 8 min |
| Key Dollar Amounts | $4.2750, $4.2649, $150 million, $353 million, $0.0001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-definitive-agreement, corporate-event
TL;DR
COMPASS Pathways just signed a big deal, details TBD.
AI Summary
On January 9, 2025, COMPASS Pathways plc entered into a material definitive agreement. The company, formerly known as Compass Rx Ltd. until July 1, 2020, is incorporated in England and Wales and operates in the Pharmaceutical Preparations sector. The filing does not disclose specific details of the agreement or any associated dollar amounts.
Why It Matters
This filing indicates a significant new contract or partnership for COMPASS Pathways plc, which could impact its future operations and financial performance.
Risk Assessment
Risk Level: medium — The filing reports a material definitive agreement, but lacks specific details, creating uncertainty about its implications.
Key Players & Entities
- COMPASS Pathways plc (company) — Registrant
- Compass Rx Ltd. (company) — Former company name
- January 9, 2025 (date) — Date of earliest event reported
- England and Wales (jurisdiction) — State or other Jurisdiction of Incorporation
FAQ
What is the nature of the material definitive agreement entered into by COMPASS Pathways plc?
The filing does not specify the nature of the material definitive agreement.
When was the material definitive agreement entered into?
The material definitive agreement was entered into on January 9, 2025.
What was COMPASS Pathways plc formerly known as?
COMPASS Pathways plc was formerly known as Compass Rx Ltd.
In which jurisdiction was COMPASS Pathways plc incorporated?
COMPASS Pathways plc was incorporated in England and Wales.
What is the Standard Industrial Classification code for COMPASS Pathways plc?
The Standard Industrial Classification code for COMPASS Pathways plc is 2834, Pharmaceutical Preparations.
Filing Stats: 1,922 words · 8 min read · ~6 pages · Grade level 13.4 · Accepted 2025-01-10 07:06:58
Key Financial Figures
- $4.2750 — 11,044,720 ADSs. The offering price is $4.2750 per ADS and accompanying ADS Warrant, a
- $4.2649 — r ADS and accompanying ADS Warrant, and $4.2649 per Pre-Funded Warrant and accompanying
- $150 million — penses are expected to be approximately $150 million and up to approximately $353 million if
- $353 million — ly $150 million and up to approximately $353 million if the ADS Warrants are fully exercised
- $0.0001 — Warrants will have an exercise price of $0.0001 per ADS and be exercisable immediately
- $5.7960 — Warrants will have an exercise price of $5.7960 per ADS, representing a 40% premium to
- $93,512,230 — the "ATM Prospectus") relating to up to $93,512,230 of the Company's ADSs that may be issue
Filing Documents
- cmps-20250109.htm (8-K) — 49KB
- underwritingagreement.htm (EX-1.1) — 395KB
- formofpre-fundedwarrant.htm (EX-4.1) — 118KB
- formofwarrant.htm (EX-4.2) — 122KB
- ukopinion-51opinion.htm (EX-5.1) — 61KB
- usopinion-52opinion.htm (EX-5.2) — 11KB
- exhibit991pressreleasedate.htm (EX-99.1) — 19KB
- goodwin.jpg (GRAPHIC) — 11KB
- image_0.jpg (GRAPHIC) — 11KB
- image_01.jpg (GRAPHIC) — 27KB
- image_1.jpg (GRAPHIC) — 32KB
- 0001816590-25-000008.txt ( ) — 1164KB
- cmps-20250109.xsd (EX-101.SCH) — 2KB
- cmps-20250109_lab.xml (EX-101.LAB) — 21KB
- cmps-20250109_pre.xml (EX-101.PRE) — 12KB
- cmps-20250109_htm.xml (XML) — 3KB
Forward-Looking Statements
Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Any statements, other than statements of historical fact, including statements regarding the expected timing for the closing of the Offering and the anticipated proceeds to be received in the Offering (including, without limitation, the proceeds, if any, from the exercise of the Warrants) and any other statements containing the words "believes," "expects," "anticipates," "intends," "plans," "estimates" and similar expressions, are forward-looking statements. These forward-looking statements are based on the Company's current intentions, beliefs and expectations regarding future events. The Company cannot guarantee that any forward-looking statement will be accurate. Investors should realize that if underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could differ materially from the Company's expectations, including market risks and other market conditions; the risk that the conditions to the closing of the Offering are not satisfied; and the risk that investors will not exercise the Warrants and those risks and uncertainties described under the heading "Risk Factors" in the Company's most recent annual report on Form 10-K or quarterly report on Form 10-Q and in other reports the Company has filed with the U.S. Securities and Exchange Commission ("SEC"), which are available on the SEC's website at www.sec.gov. Investors are, therefore, cautioned not to place undue reliance on any forward-looking statement. Any forward-looking statement speaks only as of the date of this Form 8-K, and, except as required by law, the Company does not undertake to update any forward-looking statement to reflect new information, events or circumstances. Item9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. 1.1 Underwriting Agreement
SIGNATURES
SIGNATURES 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. COMPASS PATHWAYS PLC Date: January 10, 2025 By: /s/ Teri Loxam Teri Loxam Chief Financial Officer