Amendment: SEC Form SCHEDULE 13D/A filed by ATAI Life Sciences N.V.
$ATAI
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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COMPASS Pathways plc (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
20451W101 (CUSIP Number) |
Ryan Barrett Prof. J.H. Bavincklaan 7, Amstelveen, P7, 1183AT 49 (0) 89 2153 9035 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/27/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 20451W101 |
| 1 |
Name of reporting person
ATAI Life Sciences N.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NETHERLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,785,774.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 20451W101 |
| 1 |
Name of reporting person
ATAI Life Sciences GmbH (formerly ATAI Life Sciences AG) | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
GERMANY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares | |
| (b) | Name of Issuer:
COMPASS Pathways plc | |
| (c) | Address of Issuer's Principal Executive Offices:
33 Broadwick Street, London,
UNITED KINGDOM
, W1F 0DQ. | |
Item 1 Comment:
This Amendment No. 5 to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on May 24, 2021 (as amended, the "Schedule 13D") relates to the ordinary shares, nominal value GBP 0.008 per ordinary share (the "Ordinary Shares"), of COMPASS Pathways plc, a public limited company under the laws of England and Wales (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
CUSIP number 20451W101 has been assigned to the American Depositary Shares ("ADSs") of the Issuer, which are quoted on The Nasdaq Stock Market under the symbol "CMPS." Each ADS represents one Ordinary Share of the Issuer. No CUSIP number has been assigned to the Ordinary Shares of the Issuer.
In connection with a corporate reorganization, ATAI Life Sciences AG was converted into a German GmbH in April 2025. As a result, the Ordinary Shares of the Issuer reported herein are held directly by ATAI Life Sciences N.V | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is amended and restated in its entirety by inserting the following information:
The information contained on the cover pages is incorporated by reference to this Item 5.
As of the date of this Schedule 13D, ATAI N.V. may be deemed to beneficially own 5,785,774 Ordinary Shares, representing approximately 6.0% of the 95,941,264 Ordinary Shares outstanding as of July 28, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed by the Issuer on July 31, 2025. | |
| (b) | The information contained on the cover pages is incorporated by reference to this Item 5.
ATAI N.V. directly holds the securities reported herein. | |
| (c) | During the past 60 days, ATAI N.V. effected the following open market sales of ADSs representing Ordinary Shares:
10/22/2025: 20,000 shares for $6.3194 per share.
10/23/2025: 20,000 shares for $6.2949 per share.
10/24/2025: 60,000 shares for $6.3714 per share.
10/27/2025: 60,000 shares for $6.5801 per share.
10/28/2025: 60,000 shares for $6.4946 per share. | |
| (d) | None. | |
| (e) | In connection with a corporate reorganization that occurred in April 2025, ATAI AG ceased to be the beneficial owner of any Ordinary Shares of the Issuer. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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