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COMPASS Pathways plc

For the period ended Dec 31, 2023. Filed Feb 29, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 29, 2024

CMPS$9.18+6.6%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. Exhibit and Financial Statement Schedules

(a) Listing of Documents

  1. Financial Statements

The following financial statements are submitted in a separate section beginning on page F-1 of this Annual Report, as follows:

Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 876)F-2
Consolidated Balance SheetsF-3
Consolidated Statements of Operations and Comprehensive LossF-4
Consolidated Statements of Shareholders’ EquityF-5
Consolidated Statements of Cash FlowsF-6
Notes to Consolidated Financial StatementsF-8
  1. Financial Statement Schedules

All other schedules have been omitted because they are not required, not applicable, or the required information is otherwise included.

  1. Exhibits

The documents listed in the Exhibit Index of this Annual Report are incorporated by reference or are filed with this Annual Report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

INDEX

ExhibitNumber · Description · Incorporation by reference
Schedule/Form · File Number · Exhibit · File Date
3.2Articles of Association of COMPASS Pathways plc.Form F-1/A333-2484843.29/14/2020
4.1Deposit AgreementForm F-6/A333-24851499.(A)9/17/2020
4.2Form of American Depositary Receipt (included in exhibit 4.1).
4.4Form of Lender WarrantForm 8-K001-395224.107/05/2023
4.5Form of PIPE Investor WarrantForm 8-K001-395224.108/16/2023
10.1#Investment and shareholders’ agreement by and between COMPASS Rx Limited and the shareholders named therein, dated April 17, 2020 and amended and restated on August 7, 2020.Form F-1333-24848410.18/28/2020
10.2#Lease Agreement by and between Fora Space Limited and the Company, dated July 9, 2021Form 6-K001-3952210.18/11/2021
10.3#Employment Agreement with George Goldsmith.Form 20-F001-3952210.23/9/2021
10.4#Employment Agreement with Ekaterina Malievskaia.Form 20-F001-3952210.73/9/2021
10.5#2020 Employee Share Option and Incentive Plan with Non-Employee Sub-Plan and U.S. Sub-Plan, as amended.Form F-1/A333-24848410.29/14/2020
10.6#2020 Employee Share Purchase PlanForm F-1/A333-24848410.39/14/2020
10.7Form of Deed of Indemnity between COMPASS Pathways plc and each of its Directors and Officers.Form F-1/A333-24848410.69/14/2020
10.8#Employment Agreement with Michael FalveyForm 6-K001-3952210.112/7/2021
10.9#Form of Non-Qualified Share Option Agreement for Company Employees under the 2020 Share Option and Incentive Plan.Form 8-K001-3952210.202/04/2022
10.10#Restricted share unit award agreement for company employees under the COMPASS Pathways plc 2020 Share Option and Incentive PlanForm 10-K001-3952210.1202/28/2023
10.11#Employment Agreement with Matthew Owens10-K001-3952210.2002/24/2022
10.12Services Agreement by and between BioInnovation Labs LLC and COMPASS Pathways Inc dated January 31, 202210-K001-3952210.2102/24/2024
10.13Service Agreement by and between Movassate Family Trust and COMPASS Pathways Inc dated August 3, 202110-K001-3952210.2202/24/2022
10.14Master Research Collaboration Agreement by and among COMPASS Pathfinder Limited, King’s College London and South London and Maudsley NHS Foundation Trust, dated March 22, 202210-Q001-3952210.105/10/2022
10.15#Employment Agreement dated August 1, 2022 by and between COMPASS Pathways plc and Kabir Nath.8-K001-3952210.107/19/2022
10.16#Amendment to Employment Agreement dated September 14, 2020 by and between COMPASS Pathways plc and George Goldsmith.8-K001-3952210.207/19/2022
10.17WeWork Membership Agreement dated August 22, 2022 by and between COMPASS Pathways Inc and 130 Madison Avenue Tenant LLC10-K001-3952210.1902/28/23
10.18#Form of Inducement Award Non-Qualified Share Option Agreement.10-Q001-3952210.38/04/2022
10.19License Agreement between Fora Space Limited and COMPASS Pathfinder Limited dated April 4, 2023.10-Q001-3952210.105/11/2023
10.20†Loan and Security Agreement, dated as of June 30, 2023, by and among the COMPASS Pathways plc, and is entered into by and among COMPASS Pathways plc and its subsidiaries, the lenders party thereto and Hercules Capital, Inc., in its capacity as administrative agent and collateral agent.8-K001-3952210.107/05/2023
10.21Securities Purchase Agreement, dated August 16, 2023, by and among the Company and the Purchasers.8-K001-3952210.108/16/2023
10.22Lease Agreement between Azul NYC LLC and COMPASS Pathways, Inc. dated September 28, 2023.10-Q001-3952210.211/2/2023
10.23#Separation Agreement dated October 24, 2023 by and between the Company and Michael Falvey8-K001-3952210.110/26/2023
10.24#*Employment Agreement dated May 7, 2020 by and between Compass Pathways and Mary-Rose Hughes, as amended
10.25#Employment Agreement dated December 6, 2023, by and between Compass Pathways and Teri Loxam.8-K001-3952210.112/07/2023
10.26#*Amendment to Employment Agreement dated August 1, 2023 by and between Kabir Nath and Compass Pathways, Inc. dated August 1, 2023
21.1Subsidiaries of COMPASS Pathways plc.Form F-1333-24848421.18/28/2020
23.1*Consent of PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm
31.1*Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13(a)-14(a)/15d-14(a), by Principal Executive Officer
31.2*Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13(a)-14(a)/15d-14(a), by Principal Finance Officer
32.1**Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Principal Executive Officer and Principle Financial Officer
97.1*Compass Pathways plc Compensation Recovery Policy
101.INS*XBRL Instance Document
101.SCH*Inline XBRL Taxonomy Extension Schema Document.
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.