COMPASS Pathways plc ADR美国存托凭证招股说明书（2025年5月8日版）

American Depositary Shares representing We are party to a sales agreement, or the Sales Agreement, with TD Securities (USA) LLC, or TD Cowen, dated February 27,2025, relating to the sale of our American Depositary Shares, or ADSs, offered by this prospectus. In accordance with the terms of theSales Agreement, we may offer and sell up to $150,000,0000 of ADSs through TD Cowen, acting as our agent. Each ADS represents Our ADSs are listed on the Nasdaq Global Select Market, or Nasdaq, under the symbol “CMPS.” On May 7, 2025, the closingprice of our American Depositary Shares on Nasdaq was $3.74 per ADS. Sales of our ADSs, if any, under this prospectus may be made in sales deemed to be an “at the market offering” as defined in Rule415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. TD Cowen is not required to sell anyspecific number or dollar amount of securities, but will act as a sales agent using commercially reasonable efforts consistent with its TD Cowen will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price per ADS sold under theSales Agreement. See “Plan of Distribution” beginning on pageS-17for additional information regarding the compensation to be paid In connection with the sale of the ADSs on our behalf, TD Cowen will be deemed to be an “underwriter” within the meaning ofthe Securities Act and the compensation of TD Cowen will be deemed to be underwriting commissions or discounts. We have also We are a “smaller reporting company” under the federal securities laws and, as such, we have elected to comply with certainreduced public company reporting requirements for this prospectus and for future filings. See the section titled “Prospectus Summary Investing in our ADSs involves risks. You should review carefully the risks and uncertainties described in the section titled“Risk Factors” on pageS-7of this prospectus, as well as in the documents incorporated or deemed to be incorporated by Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal TD Cowen The date of this prospectus isMay 8, 2025. Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a shelf registration statement that we filed with the SEC. By using a shelf registration statement, we mayoffer our ADSs having an aggregate offering price of up to $150,000,000 from time to time under this prospectus at prices and on This prospectus relates to the offering of our ADSs. Before buying any of the ADSs that we are offering, we urge you to carefullyread this prospectus together with the information incorporated by reference herein, as well as the additional information describedunder the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” and any freewriting prospectus that we may authorize for use in connection with this offering. These documents contain important information that You should rely only on the information contained in or incorporated by reference in this prospectus and any free writingprospectus filed by us with the SEC. We have not, and TD Cowen has not, authorized anyone to provide you with differentinformation. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does notconstitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus or anoffer to sell or the solicitation of an offer to buy such securities. We are not, and TD Cowen is not, making an offer to sell these Unless otherwise stated, all references in this prospectus refer to the “Company,” “Compass,” “Compass Pathways,” “we,” “us,”and “our,” except where the context requires otherwise, refer to Compass Pathways plc and its consolidated subsidiaries. We own various trademark registrations and applications, and unregistered trademarks, including COMPASS and COMPASSPATHWAYS and our corporate logo. All other trade names, trademarks and service marks of other companies appearing in thisprospectus are the property of their respective holders. Solely for convenience, the trademarks and trade names in this prospectus maybe referred to without the ®, ™ or RTM symbols, but such references should not be construed as any indicator that their respective Table of Contents This prospectus contains or incorporates by reference industry, market and competitive position data that are based on general andindustry publications, surveys and studies conducted by third parties, some of which may not be publicly available, and our owninternal estimates and research. Third-party publications, surveys and studies generally state that they have obtained information fromsources believed to be reliable, but do not guarantee the accura