Compass Pathways Sets Price for Underwritten Offering
Compass Pathways plc (Nasdaq: CMPS), a biotechnology company focused on accelerating access to evidence-based mental health innovations, has announced the pricing of an underwritten offering. This offering includes 24,014,728 American Depositary Shares (ADSs) and, for certain institutional investors, pre-funded warrants to purchase up to 11,044,720 ADSs. Each ADS or pre-funded warrant will be accompanied by a warrant (“ADS Warrant”) to purchase one ADS at an exercise price of $5.796 per ADS, representing a 40% premium over the most recent sale price. These warrants can be exercised following a specified data milestone.
The offering price for the ADSs and accompanying warrants is $4.275 per ADS, and $4.2649 per pre-funded warrant and accompanying ADS Warrant. All securities in this offering are being sold by Compass Pathways. The closing of the offering is expected to take place on or about January 13, 2025, subject to the completion of customary closing conditions.
Strong Investor Support
Deep Track Capital led the offering, which saw participation from both new and existing investors. The offering is expected to raise approximately $150 million in gross proceeds for Compass, before deducting underwriting discounts, commissions, and other offering expenses. If the ADS Warrants are fully exercised for cash, the gross proceeds could increase to approximately $353 million.
Compass plans to use the proceeds from this offering, along with its existing cash and equivalents, to fund ongoing Phase 3 trials for treatment-resistant depression (TRD). The COMP005 and COMP006 trials are expected to deliver data in the second quarter of 2025 and the second half of 2026, respectively. Additionally, the funds will support the acceleration of late-stage development for post-traumatic stress disorder (PTSD) treatments and will be allocated for working capital and general corporate purposes.
Management and Syndicate
TD Cowen, Cantor Fitzgerald, Stifel, and RBC Capital Markets are serving as joint book-running managers for this offering. Compass Pathways is offering these securities under a Registration Statement on Form S-3 (File No. 333-282522) that was filed with the SEC on October 7, 2024, and declared effective on October 17, 2024. A final prospectus supplement and accompanying prospectus related to this offering will be filed with the SEC. These documents will be accessible through the SEC’s website at www.sec.gov.
For more information, the prospectus supplement and accompanying prospectus can also be obtained from the underwriters at the following locations:
- TD Securities (USA) LLC: 1 Vanderbilt Avenue, New York, NY 10017, Tel: (855) 495-9846, Email: [email protected]
- Cantor Fitzgerald & Co.: 110 East 59th Street, 6th Floor, New York, NY 10022, Email: [email protected]
- Stifel, Nicolaus & Company, Inc.: One Montgomery Street, Suite 3700, San Francisco, CA 94104, Tel: (415) 364-2720, Email: [email protected]
- RBC Capital Markets, LLC: 200 Vesey Street, 8th Floor, New York, NY 10281, Tel: (877) 822-4089, Email: [email protected]
Important Disclaimers
This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities. There will be no sale of these securities in any jurisdiction where such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
About Compass Pathways
Compass Pathways plc is a leading biotechnology company dedicated to accelerating access to breakthrough treatments in mental health. The company’s focus is on improving the lives of individuals suffering from mental health challenges who have not responded to existing treatments. Compass is pioneering the development of psilocybin-based treatments, specifically with its proprietary formulation, COMP360. This formulation is used in conjunction with psychological support and has already received Breakthrough Therapy designation from the U.S. Food and Drug Administration (FDA) for treatment-resistant depression (TRD). In addition, COMP360 has been granted Innovative Licensing and Access Pathway (ILAP) designation in the UK.
Compass Pathways is headquartered in London, UK, and has offices in New York and San Francisco. The company’s vision is to foster a world of mental wellbeing, improving the mental health landscape with new, evidence-based solutions for individuals in need.
