COMPASS Pathways plc ADR美股招股说明书(2025-01-10版)

24,014,728 American Depositary Shares Representing 24,014,728 Ordinary Shares Pre-Funded Warrants to Purchase up to 11,044,720 American Depositary SharesRepresenting 11,044,720 Ordinary Shares Warrants to Purchase up to 35,059,448 American Depositary Shares Representing35,059,448 Ordinary Shares 46,104,168 American Depositary Shares Issuable Upon Exercise of the Pre-Funded Warrants and the Warrants We are offering (i) 24,014,728 of our American Depositary Shares, or ADSs, representing 24,014,728 ordinaryshares, nominal value £0.008 per ordinary share, (ii) in lieu of ADS, to certain institutional investors, pre-fundedwarrants to purchase up to 11,044,720 ADSs representing 11,044,720 ordinary shares, and (iii) warrants to purchaseup to 35,059,448 ADSs representing 35,059,448 ordinary shares. Each ADS, or pre-funded warrant, we sell will beaccompanied by a warrant, an ADS warrant, to purchase one ADS representing one ordinary share at an exerciseprice of $5.7960 per ADS. Each pre-funded warrant is exercisable for one ADS representing one ordinary share at anexercise price of $0.0001 per share. Each ADS and accompanying warrant will be sold at a price of $4.2750. Eachpre-funded warrant and accompanying warrant will be sold at a price of $4.2649. The warrants are exercisablefollowing the public release of the 26-week results from our COMP005 clinical study and will expire three years afterissuance and may be exercised only for a whole number of ordinary shares. Once the ADS warrants becomeexercisable, we may force the exercise of the ADS warrants, in whole or in part, by delivering a notice of forcedexercise to the holders if our closing ADS price is above the warrant exercise price for the three prior consecutivetrading days prior to the delivery of the forced exercise notice. The pre-funded warrants are immediately exercisable,subject to the limitations described in the section “Description of Securities We Are Offering”. The ADSs and pre-funded warrants, as the case may be, each with the accompanying warrants are only beingpurchased together in thisoffering;they will be issued separately and will be immediately separable upon issuance.We refer to the ADSs, the pre-funded warrants and the respective accompanying warrants to purchase ADSsrepresenting ordinary shares issued in this offering, collectively, as the securities. We refer to the warrantsaccompanying the ADSs and pre-funded warrants as the ADS warrants. This prospectus supplement also relates tothe offering of the ADSs representing ordinary shares issuable upon exercise of the ADS warrants and the pre-funded warrants sold in this offering. The ADSs may be evidenced by American Depositary Receipts, or ADRs. Our ADSs are listed on the Nasdaq GlobalSelect Market under the symbol “CMPS.” On January 8, 2025, the last reported sale price of our ADSs on theNasdaq Global Select Market was $4.14 per ADS. There is no established trading market for the ADS warrants or thepre-funded warrants, and we do not expect a market to develop. We do not intend to apply to list the ADS warrants orthe pre-funded warrants on any securities exchange or other nationally recognized trading system. Without an activetrading market, the liquidity of the ADS warrants and the pre-funded warrants will be limited. Investing in our securities involves significant risks. These risks are described under the caption “RiskFactors” beginning on page S-7 of this prospectus supplement, as well as in the documents incorporated ordeemed to be incorporated by reference into this prospectus supplement and the accompanying baseprospectus. We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected tocomply with certain reduced public company reporting requirements for this prospectus supplement and thedocuments incorporated by reference herein and may elect to comply with reduced public company reporting (1)See the section titled “Underwriting” for additional information regarding compensation payable to the underwriters.We have agreed to reimburse the underwriters for certain expenses in connection with the offering.(2)The above summary of offering proceeds does not give effect to any proceeds from the exercise of the pre-fundedwarrants or ADS warrants being issued in this offering. Neither the U.S. Securities and Exchange Commission nor any state securities commission or otherregulatory body has approved or disapproved of these securities or determined if this prospectussupplement or the accompanying base prospectus is truthful or complete. Any representation to the contraryis a criminal offense. The underwriters expect to deliver the securities against payment therefor on or about January 13, 2025. RBC CapitalMarkets TD CowenCantorStifel The date of this prospectus supplement is January 10, 2025. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-5RISK FACTO