COMPASS Pathways plc
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
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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
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibit and Financial Statement Schedules
(a) Listing of Documents
- 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 Sheets | F-3 |
| Consolidated Statements of Operations and Comprehensive Loss | F-4 |
| Consolidated Statements of Shareholders’ Equity | F-5 |
| Consolidated Statements of Cash Flows | F-6 |
| Notes to Consolidated Financial Statements | F-8 |
- Financial Statement Schedules
All other schedules have been omitted because they are not required, not applicable, or the required information is otherwise included.
- 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 | |||||
| 3.2 | Articles of Association of COMPASS Pathways plc. | Form F-1/A | 333-248484 | 3.2 | 9/14/2020 |
| 4.1 | Deposit Agreement | Form F-6/A | 333-248514 | 99.(A) | 9/17/2020 |
| 4.2 | Form of American Depositary Receipt (included in exhibit 4.1). | ||||
| 4.4 | Form of Lender Warrant | Form 8-K | 001-39522 | 4.1 | 07/05/2023 |
| 4.5 | Form of PIPE Investor Warrant | Form 8-K | 001-39522 | 4.1 | 08/16/2023 |
| 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-1 | 333-248484 | 10.1 | 8/28/2020 |
| 10.2# | Lease Agreement by and between Fora Space Limited and the Company, dated July 9, 2021 | Form 6-K | 001-39522 | 10.1 | 8/11/2021 |
| 10.3# | Employment Agreement with George Goldsmith. | Form 20-F | 001-39522 | 10.2 | 3/9/2021 |
| 10.4# | Employment Agreement with Ekaterina Malievskaia. | Form 20-F | 001-39522 | 10.7 | 3/9/2021 |
| 10.5# | 2020 Employee Share Option and Incentive Plan with Non-Employee Sub-Plan and U.S. Sub-Plan, as amended. | Form F-1/A | 333-248484 | 10.2 | 9/14/2020 |
| 10.6# | 2020 Employee Share Purchase Plan | Form F-1/A | 333-248484 | 10.3 | 9/14/2020 |
| 10.7 | Form of Deed of Indemnity between COMPASS Pathways plc and each of its Directors and Officers. | Form F-1/A | 333-248484 | 10.6 | 9/14/2020 |
| 10.8# | Employment Agreement with Michael Falvey | Form 6-K | 001-39522 | 10.1 | 12/7/2021 |
| 10.9# | Form of Non-Qualified Share Option Agreement for Company Employees under the 2020 Share Option and Incentive Plan. | Form 8-K | 001-39522 | 10.2 | 02/04/2022 |
| 10.10# | Restricted share unit award agreement for company employees under the COMPASS Pathways plc 2020 Share Option and Incentive Plan | Form 10-K | 001-39522 | 10.12 | 02/28/2023 |
| 10.11# | Employment Agreement with Matthew Owens | 10-K | 001-39522 | 10.20 | 02/24/2022 |
| 10.12 | Services Agreement by and between BioInnovation Labs LLC and COMPASS Pathways Inc dated January 31, 2022 | 10-K | 001-39522 | 10.21 | 02/24/2024 |
| 10.13 | Service Agreement by and between Movassate Family Trust and COMPASS Pathways Inc dated August 3, 2021 | 10-K | 001-39522 | 10.22 | 02/24/2022 |
| 10.14 | Master Research Collaboration Agreement by and among COMPASS Pathfinder Limited, King’s College London and South London and Maudsley NHS Foundation Trust, dated March 22, 2022 | 10-Q | 001-39522 | 10.1 | 05/10/2022 |
| 10.15# | Employment Agreement dated August 1, 2022 by and between COMPASS Pathways plc and Kabir Nath. | 8-K | 001-39522 | 10.1 | 07/19/2022 |
| 10.16# | Amendment to Employment Agreement dated September 14, 2020 by and between COMPASS Pathways plc and George Goldsmith. | 8-K | 001-39522 | 10.2 | 07/19/2022 |
| 10.17 | WeWork Membership Agreement dated August 22, 2022 by and between COMPASS Pathways Inc and 130 Madison Avenue Tenant LLC | 10-K | 001-39522 | 10.19 | 02/28/23 |
| 10.18# | Form of Inducement Award Non-Qualified Share Option Agreement. | 10-Q | 001-39522 | 10.3 | 8/04/2022 |
| 10.19 | License Agreement between Fora Space Limited and COMPASS Pathfinder Limited dated April 4, 2023. | 10-Q | 001-39522 | 10.1 | 05/11/2023 |
| 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-K | 001-39522 | 10.1 | 07/05/2023 |
| 10.21 | Securities Purchase Agreement, dated August 16, 2023, by and among the Company and the Purchasers. | 8-K | 001-39522 | 10.1 | 08/16/2023 |
| 10.22 | Lease Agreement between Azul NYC LLC and COMPASS Pathways, Inc. dated September 28, 2023. | 10-Q | 001-39522 | 10.2 | 11/2/2023 |
| 10.23# | Separation Agreement dated October 24, 2023 by and between the Company and Michael Falvey | 8-K | 001-39522 | 10.1 | 10/26/2023 |
| 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-K | 001-39522 | 10.1 | 12/07/2023 |
| 10.26#* | Amendment to Employment Agreement dated August 1, 2023 by and between Kabir Nath and Compass Pathways, Inc. dated August 1, 2023 | ||||
| 21.1 | Subsidiaries of COMPASS Pathways plc. | Form F-1 | 333-248484 | 21.1 | 8/28/2020 |
| 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. | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). | ||||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.