COMPASS Pathways plc ADR美股招股说明书(2025-05-08版)

American Depositary Shares representingOrdinary Shares 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 the one ordinary share, nominal value £0.008 per ordinary share. The ADSs may be evidenced by American Depositary Receipts, orOur 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 normal trading and sales practices, on mutually agreed terms between TD Cowen and us. There is no arrangement for funds to bereceived in any escrow, trust or similar arrangement.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 the 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 Securities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act.We are a “smaller reporting company” under the federal securities laws and, as such, we have elected to comply with certain 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 PROSPECTUS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS PLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCES-1 ABOUT THIS PROSPECTUSThis prospectus is part of a shelf registration statement that we filed with the SEC. By using a shelf registration statement, we may offer our ADSs having an aggregate offering price of up to $150,000,000 from time to time under this prospectus at prices and onterms to be determined by market conditions at the time of offering.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 thatyou should consider when making your investment decision. If any statement in one of these documents is inconsistent with a prospectus 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 not offer 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 thesesecurities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in thisprospectus, any documents incorporated by reference, and in any free writing prospectus that we have authorized for use in connectionwith this offering, is accurate only as of the date of those respective documents. Our business, financial condition, results of operationsand prospects may have changed since those dates. You should read this prospectus, any documents incorporated by reference, and any 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 this prospectus 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 respectiveowners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend to use or