Compass Therapeutics Files Proxy Materials

TL;DR

Compass Therapeutics filed proxy docs, no fee. All good.

AI Summary

Compass Therapeutics, Inc. filed a Definitive Additional Materials (DEFA14A) on May 29, 2024. This filing relates to proxy materials and does not require a fee. The company, formerly known as Olivia Ventures, Inc., is incorporated in Delaware and headquartered in Boston, MA.

Why It Matters

This filing indicates that Compass Therapeutics is proceeding with corporate actions requiring shareholder approval, as detailed in their proxy statement.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement and does not contain information that inherently increases risk.

Key Players & Entities

• Compass Therapeutics, Inc. (company) — Registrant
• Olivia Ventures, Inc. (company) — Former Company Name
• 80 GUEST STREET (location) — Business and Mail Address
• BOSTON (location) — Business and Mail City
• MA (location) — Business and Mail State
• 02135 (location) — Business and Mail Zip Code

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share CMPX NASDAQ Capit
• $45,000 — Company will compensate Dr. Bisker-Leib $45,000 annually, to be paid in quarterly insta
• $15,000 — he Company will reimburse you for up to $15,000 of legal fees spent in the review and n

Filing Documents

• defa14a_052824.htm (DEFA14A) — 90KB
• 0001171843-24-003138.txt ( ) — 92KB

02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Officer Departure On May 28, 2024, Vered Bisker-Leib, PhD, MBA, resigned as Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer) and resigned as a member of the Board of Directors, of Compass Therapeutics, Inc. (the "Company") effective the same date. Dr. Bisker-Leib's resignation from the Board of Directors is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. As a result of Dr. Bisker-Leib's resignation from the Board, the size of the Board of Directors was reduced to seven members. Effective May 28, 2024, Dr. Bisker-Leib entered into a Separation Agreement with the Company (the "Separation Agreement"). Contemporaneously with the signing of the Separation Agreement, effective on May 28, 2024, the Company entered into a Consulting Agreement with Dr. Bisker-Leib (the "Consulting Agreement"). Under the Separation Agreement, the Company agreed to pay Dr. Bisker-Leib (a) 18 months of continued base salary payments and (b) up to 18 months of Company-reimbursed Consolidated Omnibus Budget Reconciliation Act (COBRA) premiums. Under the Separation Agreement, Dr. Bisker-Leib executed a release of claims in favor of the Company and also agreed to certain confidentiality, non-disclosure and cooperation covenants in favor of the Company. Under the Consulting Agreement, Dr. Bisker-Leib will provide services to the Company for a period of 15 months (the "Consulting Period") unless terminated earlier pursuant to the Consulting Agreement (the end of such Consulting Period, the "Consulting End Date"). The Company will compensate Dr. Bisker-Leib $45,000 annually, to be paid in quarterly installments under the Consulting Agreement. Dr. Bisker-Leib's outstanding equity rights at the time of entry into

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On May 28, 2024, the Company issued a press release announcing the resignation of Dr. Bisker-Leib, from her position as Chief Executive Officer, and the appointment of Dr. Schuetz as Chief Executive Officer. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed "filed" for 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 expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Exhibit 10.1 Separation Agreement, dated May 28, 2024, by and between Compass Therapeutics, Inc. and Vered Bisker-Leib, PhD 10.2 Consulting Agreement, dated May 28, 2024, by and between Compass Therapeutics, Inc. and Vered Bisker-Leib, PhD 99.1 Press Release, dated May 28, 2024 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. Compass Therapeutics, Inc. Date: May 28, 2024 By: /s/ Neil Lerner Neil Lerner VP Finance Exhibit 10.1 May 28, 2024 PERSONAL AND CONFIDENTIAL Vered Bisker-Leib Re: Separation Agreement Dear Vered: As we have discussed, this letter confirms your separation from employment with Compass Therapeutics, Inc. (the “ Company ”), and your resignation from your Board and officer positions with the Company, effective on May 28, 2024 (the “ Employment Separation Date ”). The Company greatly appreciates your years of service and wishes to facilitate a smooth transition of your employment. In that spirit, this letter proposes an agreement between you and the Company under which you would receive: (i) the severance benefits described in Section 5 (“ Severance Pay and Benefits Upon Termination by the Company without Cause or by the Executive for Good Reason Outside the Change in Control Period ”) of your Employment Agreement with the Company dated January 8, 2024 (the “ Employment Agreement ”), plus additional compensation as provided below; (ii) a consulting agreement, attached as Exhibit A , under which you would provide services after the Employment Separation Date as a Senior Consultant to the Company, and under which your equity rights would continue to vest, subject to the

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View this DEFA14A filing on SEC EDGAR