SEC Form S-8 filed by COMPASS Pathways Plc
$CMPS
Biotechnology: Pharmaceutical Preparations
Health Care
As filed with the Securities and Exchange Commission on February 27, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
COMPASS PATHWAYS PLC
(Exact name of registrant as specified in its charter)
| England and Wales | Not applicable | ||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||
33 Broadwick Street
London W1F 0DQ
United Kingdom
+1 (716) 676-6461
(Address of Principal Executive Offices)
Compass Pathways plc 2020 Share Option and Incentive Plan
(Full Title of the Plan)
Teri Loxam
Compass Pathways plc
44 W. 37th Street, 7th Floor
New York, New York 10018
Tel: +1 (716) 676-6461
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mitchell S. Bloom Benjamin K. Marsh Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 (617) 570-1000 | Sophie C. McGrath Goodwin Procter (UK) LLP 100 Cheapside London EC2V 6DY United Kingdom +44 (0) 20 7447 420 | ||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||||||||||
| Emerging growth company | ☐ | |||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement has been filed by COMPASS Pathways plc (the "Company") to register 2,742,088 additional ordinary shares, nominal value £0.008 per share (“Shares”) available for issuance under the Company's 2020 Share Option and Incentive Plan. This Registration Statement relates to securities of the same class as those that were previously registered by the registrant on Registration Statements on Form S-8 filed with the Securities and Exchange Commission on October 9, 2020 (File No. 333-249403) (the “2020 Registration Statement”), on July 1, 2022 (File No. 333-265954) (the "2022 Registration Statement"), on January 20, 2023 (File No. 333-269329) (the "2023 Registration Statement"), and on January 5, 2024 (File No. 333-276410) (the "2024 Registration Statement" and together with the 2020 Registration Statement, the 2022 Registration Statement, and the 2023 Registration Statement, the "Prior Registration Statements").
Pursuant to General Instruction E to Form S-8 regarding registration of additional securities, the entire contents of the Prior Registration Statements are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Refer to the Exhibit Index for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
4.1 | ||||||||
4.2 | ||||||||
4.3 | ||||||||
| 5.1* | ||||||||
| 23.1* | ||||||||
| 23.2* | Consent of Goodwin Procter (UK) LLP (included in Exhibit 5.1). | |||||||
| 24.1* | ||||||||
99.1 | ||||||||
| 107* | ||||||||
__________
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom, on the 27th day of February, 2025.
| COMPASS PATHWAYS PLC | ||||||||
| By: | /s/ Teri Loxam | |||||||
| Teri Loxam | ||||||||
| Chief Financial Officer | ||||||||
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Kabir Nath and Teri Loxam as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person in the capacities and on the date indicated.
| Name | Title | Date | ||||||||||||
/s/ Kabir Nath | Chief Executive Officer and Director (Principal Executive Officer) | February 27, 2025 | ||||||||||||
| Kabir Nath | ||||||||||||||
/s/ Teri Loxam | Chief Financial Officer (Principal Financial and Accounting Officer), Authorized Representative in the United States | February 27, 2025 | ||||||||||||
| Teri Loxam | ||||||||||||||
/s/ Gino Santini | Chair of the Board of Directors | February 27, 2025 | ||||||||||||
| Gino Santini | ||||||||||||||
/s/ Annalisa Jenkins | Director | February 27, 2025 | ||||||||||||
| Annalisa Jenkins, MBBS | ||||||||||||||
/s/ Daphne Karydas | Director | February 27, 2025 | ||||||||||||
| Daphne Karydas | ||||||||||||||
/s/ Thomas Lönngren | Director | February 27, 2025 | ||||||||||||
Thomas Lönngren | ||||||||||||||
/s/ Robert McQuade | Director | February 27, 2025 | ||||||||||||
| Robert McQuade | ||||||||||||||
/s/ Linda McGoldrick | Director | February 27, 2025 | ||||||||||||
| Linda McGoldrick, Ph.D. | ||||||||||||||
/s/ David York Norton | Director | February 27, 2025 | ||||||||||||
| David York Norton | ||||||||||||||
| Director | ||||||||||||||
| Wayne Riley, M.D., MPH, MBA | ||||||||||||||