OrbiMed Adjusts Stake in Compass Therapeutics

TL;DR

OrbiMed just updated their Compass Therapeutics filing - big player adjusting their position.

AI Summary

OrbiMed Advisors LLC and its affiliates have amended their Schedule 13D filing for Compass Therapeutics, Inc. as of March 22, 2024. The filing indicates a change in beneficial ownership, with OrbiMed Advisors LLC now holding a significant stake in the company's common stock. The specific percentage and number of shares are detailed within the filing.

Why It Matters

This filing signals a potential shift in major shareholder influence and investment strategy for Compass Therapeutics, which could impact its future direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by significant investors like OrbiMed can indicate shifts in confidence or strategy, potentially affecting the stock's volatility.

Key Players & Entities

• OrbiMed Advisors LLC (company) — Filing entity
• Compass Therapeutics, Inc. (company) — Subject company
• OrbiMed Capital GP V LLC (company) — Affiliated entity
• OrbiMed Genesis GP LLC (company) — Affiliated entity
• OrbiMed Capital LLC (company) — Affiliated entity

FAQ

Key Financial Figures

• $0.0001 — nding shares of common stock, par value $0.0001 per share, of Compass Therapeutics, Inc

Filing Documents

• ss3178815_sc13da.htm (SC 13D/A) — 117KB
• ss3178815_ex9901.htm (EX-99.1) — 7KB
• 0000947871-24-000303.txt ( ) — 126KB

Security and Issuer

Item 1. Security and Issuer This Amendment No. 4 (" Amendment No. 4 ") to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC and OrbiMed Capital GP V LLC originally filed with the Securities and Exchange Commission (the " SEC ") on June 29, 2020, as amended by Amendment No. 1 filed with the SEC on July 14, 2021, Amendment No. 2 filed with the SEC on November 9, 2021, and Amendment No. 3 (" Amendment No. 3 ") filed with the SEC on November 10, 2022. This Amendment No. 4 Statement relates to the common stock, par value $0.0001 per share (the " Shares "), of Compass Therapeutics, Inc., a corporation organized under the laws of Delaware (the " Issuer "), with its principal executive offices located at 80 Guest Street, Suite 601, Boston, Massachusetts 02135. The Shares are listed on the NASDAQ Capital Market under the ticker symbol "CMPX". Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. This Amendment No. 4 is being filed to report that the beneficial ownership of the outstanding Shares held by the Reporting Persons (as defined below) decreased by more than 1% as a result of an increase in the number of Shares outstanding.

Identity and Background

Item 2. Identity and Background (a) This Amendment No. 4 is being filed by OrbiMed Advisors LLC (" OrbiMed Advisors "), OrbiMed Capital GP V LLC (" OrbiMed GP "), OrbiMed Genesis GP LLC (" OrbiMed Genesis "), and OrbiMed Capital LLC (" OrbiMed Capital ") (collectively, the " Reporting Persons "). (b) — (c), (f) OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of OrbiMed GP and OrbiMed Genesis, as more particularly described in Item 6 below. OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. OrbiMed GP, a limited liability company organized under the laws of Delaware, is the general partner of OrbiMed Private Investments V – KA, LP (" OPI V-KA "), a limited partnership organized under the laws of Delaware, as more particularly described in Item 6 below. OrbiMed GP has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. OrbiMed Genesis, a limited liability company organized under the laws of Delaware, is the general partner of OrbiMed Genesis Master Fund, L.P. (" Genesis Master Fund "), a limited partnership organized under the laws of the Cayman Islands, as more particularly described in Item 6 below. OrbiMed Genesis has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. OrbiMed Capital, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the investment advisor of The Biotech Growth Trust PLC (" BIOG "), a publicly-listed investment trust organized under the laws of England, as more particularly described in Item 6 below. OrbiMed Capital has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. The directors and executive officers of OrbiMed Advisors, OrbiMed

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration Not applicable.

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions. Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer's capitalization or dividend policy of the Issuer, (f) any other material chang

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) — (b) The following disclosure is based upon 137,589,171 outstanding Shares, as set forth in the Issuer's Annual Report on Form 10-K filed with the SEC on March 21, 2024. As of the date of this filing, OPI V-KA holds 15,219,994 Shares constituting approximately 11.1% of the issued and outstanding Shares. OrbiMed GP is the general partner of OPI V-KA, pursuant to the terms of the limited partnership agreement of OPI V-KA, and OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. As a result, OrbiMed Advisors and OrbiMed GP share power to direct the vote and disposition of the Shares held by OPI V-KA and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VKA. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI V-KA. As of the date of this filing, Genesis Master Fund holds 3,571,428 Shares constituting approximately 2.6% of the issued and outstanding Shares. OrbiMed Genesis is the general partner of Genesis Master Fund, pursuant to the terms of the limited partnership agreement of Genesis Master Fund, and OrbiMed Advisors is the managing member of OrbiMed Genesis, pursuant to the terms of the limited liability company agreement of OrbiMed Genesis. As a result, OrbiMed Advisors and OrbiMed Genesis share power to direct the vote and disposition of the Shares held by Genesis Master Fund and may be deemed, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by Genesis Master Fund. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, an

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed GP is the general partner of OPI V-KA, pursuant to the terms of the limited partnership agreement of OPI VKA. Pursuant to this agreement and relationship, OrbiMed GP has discretionary investment management authority with respect to the assets of OPI V-KA. Such authority includes the power to vote and otherwise dispose of securities held by OPI V-KA. The number of outstanding Shares of the Issuer attributable to OPI V-KA is 15,219,994. OrbiMed GP, pursuant to its authority under the limited partnership agreement of OPI V-KA, may be considered to hold indirectly 15,219,994 Shares. OrbiMed Genesis is the general partner of Genesis Master Fund, pursuant to the terms of the limited partnership agreement of Genesis Master Fund. Pursuant to this agreement and relationship, OrbiMed Genesis has discretionary investment management authority with respect to the assets of Genesis Master Fund. Such authority includes the power to vote and otherwise dispose of securities held by Genesis Master Fund. The number of outstanding Shares of the Issuer attributable to Genesis Master Fund is 3,571,428. OrbiMed Genesis, pursuant to its authority under the limited partnership agreement of Genesis, may be considered to hold indirectly 3,571,428 Shares. OrbiMed Advisors is the managing member of OrbiMed GP and OrbiMed Genesis, pursuant to the terms of the limited liability company agreements of OrbiMed GP and OrbiMed Genesis. Pursuant to these agreements and relationships, OrbiMed Advisors and OrbiMed GP have discretionary investment management authority with respect to the assets of OPI V-KA. OrbiMed Advisors and OrbiMed Genesis have discretionary investment management authority with respect to the assets of Genesis Master Fund. Such authority includes the power of OrbiMed GP to

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit Description 1. Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP V LLC, OrbiMed Genesis GP LLC, and OrbiMed Capital LLC. 2. Registration Rights Agreement by and among the Issuer and the investors signatory thereto dated June 19, 2020 (incorporated by reference to Exhibit 10.7 to the Issuer's From 8-K filed with the SEC on June 23, 2020 (File No. 000-55939)). 3. Registration Rights Agreement by and among the Issuer and the investors signatory thereto, dated November 2, 2022 (incorporated by reference to Exhibit 10.1 to the Issuer's Form 10-Q filed with the SEC on November 9, 2022 (File No. 001-39696)). Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 22, 2024 ORBIMED ADVISORS LLC By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member ORBIMED CAPITAL GP V LLC By: ORBIMED ADVISORS LLC, its managing member By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member of OrbiMed Advisors LLC ORBIMED GENESIS GP LLC By: ORBIMED ADVISORS LLC, its managing member By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member of OrbiMed Advisors LLC ORBIMED CAPITAL LLC By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member SCHEDULE I The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022. Name Position with Reporting Person Principal Occupation Carl L. Gordon Member Member OrbiMed Advisors LLC Sven H. Borho German and Swedish Citizen Member Member OrbiMed Advisors LLC W. Carter Neild Member Member OrbiMed Advisors LLC Geoffrey C. Hsu Member Member OrbiMed Adviso

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