COMPASS Pathways plc ADR 2025年度报告

Form10-K ⊠ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to ________ Commission File Number: 001-39522 COMPASS Pathways plc (Exact name of registrant as specified in its charter) Not Applicable(I.R.S. EmployerIdentification No.) England and Wales (State or other jurisdiction ofincorporation or organization) 33 Broadwick StreetLondon W1F 0DQUnited Kingdom(Address of principal executive offices, zip code) +1 (716) 676-6461(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered American Depositary Shares, each representing oneordinary share, par value of £0.008 per share Nasdaq Global Select Market Securities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒No☐ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statementsof the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuantto §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒The aggregate market value of ordinary shares held by non-affiliates of the Registrant as of June 30, 2025, the last business day of the most recentlycompleted second fiscal quarter, was $257.1million. This calculation does not reflect a determination that certain persons are affiliates of the Registrantfor any other purpose. The registrant had 128,923,295 shares of common stock outstanding as of March 17, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Proxy Statement for the 2026 Annual Meeting of Shareholders are incorporated herein by reference into Part III of this AnnualReport on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of theRegistrant’s fiscal year ending December 31, 2025. TABLE OF CONTENTS PART I Item 1.Business8Item 1A.Risk Factors51Item 1B.Unresolved Staff Comments170Item 1C.Cybersecurity170Item 2.Properties171Item 3.Legal Proceedings171Item 4.Mine Safety Disclosures171 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities172Item 6.[Reserved]172Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations173Item 7A.Quantitative and Qualitative Disclosures About Market Risk188Item 8.Financial Statements and Supplementary Data189Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure189Item 9A.Controls and Procedures189Item 9B.