SEC Form S-8 filed by Compass Therapeutics Inc.
As filed with the Securities and Exchange Commission on March 26, 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 THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 82-4876496 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
80 Guest Street, Suite 601
Boston, MA 02135
(617) 500-8864
(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)
Compass Therapeutics, Inc. 2020 Stock Option and Incentive Plan
(Full title of the plans)
Thomas J. Schuetz
Chief Executive Officer
Compass Therapeutics, Inc.
80 Guest Street, Suite 601
Boston, MA 02135
(617) 500-8099
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Richard A. Hoffman
Finnbarr Murphy
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
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 on Form S-8 relating to the 2020 Stock Option and Incentive Plan (the “2020 Plan”) of Compass Therapeutics, Inc. (the “Registrant”) is being filed for the purpose of registering additional securities of the same class as other securities for which a registration statement on Form S-8 relating to the 2020 Plan has previously been filed and is effective. Accordingly, pursuant to General Instruction E, the information contained in the Registrant’s registration statement on Form S-8 (File No. 333-252103) is hereby incorporated by reference and made a part of this Registration Statement on Form S-8, except as presented below in Part II, Item 8. Exhibits.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
EXHIBIT INDEX
* | Filed herewith. |
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 Boston, State of Massachusetts, on this 26 day of March, 2025.
COMPASS THERAPEUTICS, INC. | ||
By: | /s/ Thomas Schuetz | |
Name: Thomas Schuetz Title: Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Thomas J. Schuetz, Barry Shin and Carl L. Gordon 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/ Thomas J. Schuetz Thomas J. Schuetz |
Chief Executive Officer and Vice Chair of the Board (Principal Executive Officer) |
March 26, 2025 | ||
/s/ Barry Shin Barry Shin |
Chief Financial Officer (Principal Financial Officer) |
March 26, 2025 | ||
/s/ Neil Lerner Neil Lerner |
Chief Accounting Officer (Principal Accounting Officer) |
March 26, 2025 | ||
/s/ Carl L. Gordon Carl L. Gordon |
Chair of the Board | March 26, 2025 | ||
/s/ Phil Ferneau Phil Ferneau |
Director | March 26, 2025 | ||
/s/ Mary Ann Gray Mary Ann Gray |
Director | March 26, 2025 | ||
/s/ Ellen Chiniara Ellen Chiniara |
Director | March 26, 2025 | ||
/s/ James Boylan James Boylan |
Director | March 26, 2025 | ||
/s/ Richard Lindahl Richard Lindahl |
Director | March 26, 2025 |