Compass Therapeutics Announces Proposed Public Offering

Rhea-AI Summary

Compass Therapeutics (NASDAQ: CMPX), a clinical-stage oncology biopharmaceutical company, has announced a proposed public offering of common stock and pre-funded warrants. The offering includes a 30-day option for underwriters to purchase additional shares under the same terms.

The company plans to use the proceeds for commercial readiness preparations, research and clinical development of its product candidates, and general corporate purposes. Jefferies, Piper Sandler, and Guggenheim Securities are serving as joint active bookrunning managers for the offering.

The offering will be conducted through a shelf registration statement on Form S-3 that was declared effective by the SEC on September 6, 2024.

Positive

• Proceeds will support commercial readiness and clinical development initiatives
• Multiple established financial institutions serving as joint bookrunners
• Flexibility in offering structure with both common stock and pre-funded warrants

Negative

• Potential dilution for existing shareholders
• Uncertain offering terms and timing
• Market conditions may affect completion of the offering

Insights

Financial Analyst

Compass Therapeutics is raising capital through a dilutive stock offering to fund commercialization preparations and ongoing R&D activities.

Compass Therapeutics (CMPX) has announced a public offering of common stock and pre-funded warrants, signaling the company's need for additional capital. This dilutive offering will increase the company's outstanding shares, potentially pressuring existing shareholder value in the near term. The underwriting is being managed by established investment banks Jefferies, Piper Sandler, and Guggenheim Securities, which suggests institutional support for the capital raise.

The company plans to use proceeds for three primary purposes: initial commercial readiness preparations, research and clinical development funding for its product pipeline, and general corporate purposes. The commercial readiness component is particularly noteworthy as it indicates Compass may be approaching a potential product launch phase for one of its oncology-focused antibody therapeutics.

However, the offering comes with significant uncertainties. The press release explicitly notes there's "no assurance as to whether or when the offering may be completed, or the actual size or terms" - standard language that nonetheless highlights execution risk. The company is offering underwriters a 30-day option to purchase additional shares, which could further increase dilution beyond the initial offering size.

This capital raise follows Compass's shelf registration filing on August 30 and subsequent SEC approval on September 6, indicating this financing move was planned rather than reactive to an immediate capital need. For investors, this offering represents a double-edged sword: dilution of ownership percentage but potentially stronger financial positioning to advance the company's clinical-stage oncology pipeline.

BOSTON, Aug. 12, 2025 (GLOBE NEWSWIRE) -- Compass Therapeutics, Inc. (“Compass”) (Nasdaq: CMPX), a clinical-stage, oncology-focused biopharmaceutical company developing proprietary antibody-based therapeutics to treat multiple human diseases, today announced the launch of an underwritten public offering of its common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase shares of its common stock. All shares of common stock and pre-funded warrants to be sold in the offering will be offered by Compass. Compass also intends to grant the underwriters a 30-day option to purchase additional shares of its common stock offered in the public offering under the same terms and conditions. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or the actual size or terms of the offering.

Compass intends to use the net proceeds from the offering to conduct initial preparations for commercial readiness, to fund research and clinical development of its product candidates, and for general corporate purposes.

Jefferies, Piper Sandler and Guggenheim Securities are acting as joint active bookrunning managers for the offering.

A shelf registration statement on Form S-3 relating to the securities offered in the public offering described above was filed with the Securities and Exchange Commission (the “SEC”) on August 30, 2024 and declared effective by the SEC on September 6, 2024. The offering will be made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus, when available, may also be obtained by contacting Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; Piper Sandler & Co. by mail at 350 North 5^th Street, Suite 1000, Minneapolis, Minnesota 55401 or by email at prospectus@psc.com; and Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8^th Floor, New York, NY 10017, telephone: (212) 518-9544, email: GSEquityProspectusDelivery@guggenheimpartners.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of the securities being offered in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Compass Therapeutics

Compass Therapeutics, Inc. is a clinical-stage oncology-focused biopharmaceutical company developing proprietary antibody-based therapeutics to treat multiple human diseases. The company’s scientific focus is on the relationship between angiogenesis, the immune system, and tumor growth. Compass has built a robust pipeline of novel product candidates designed to target multiple critical biological pathways required for an effective anti-tumor response. These include modulation of the microvasculature via angiogenesis-targeted agents, induction of a potent immune response via activators on effector cells in the tumor microenvironment, and alleviation of immunosuppressive mechanisms used by tumors to evade immune surveillance. The company plans to advance its product candidates through clinical development as both standalone therapies and in combination with proprietary pipeline antibodies based on supportive clinical and nonclinical data. The Company was founded in 2014 and is headquartered in Boston, Massachusetts.

Forward-Looking Statements

Various statements in this release concerning the timing, size, structure and completion of the proposed public offering on the anticipated terms or at all may constitute forward-looking statements for the purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, as amended, and other federal securities laws. All such forward-looking statements are based on management’s current expectations of future events and are subject to a number of substantial risks and uncertainties, many of which are outside Compass’s control, that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include fluctuations in Compass’s stock price, changes in market conditions, the final terms of the public offering and satisfaction of customary closing conditions related to the public offering, as well as those risks more fully discussed in the section entitled “Risk Factors” in the prospectus supplement and registration statement referenced above and in Compass’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 27, 2025, and subsequent reports with the SEC. There can be no assurance that Compass will be able to complete the public offering on the anticipated terms. Accordingly, you should not place undue reliance on these forward-looking statements. All such statements speak only as of the date made, and Compass undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.

Investor Contact
ir@compasstherapeutics.com
Media Contact
Anna Gifford, Chief of Staff
media@compasstherapeutics.com
617-500-8099

FAQ

What is the purpose of Compass Therapeutics' (CMPX) public offering in August 2025?

The offering aims to raise funds for commercial readiness preparations, research and clinical development of product candidates, and general corporate purposes.

Who are the underwriters for the Compass Therapeutics (CMPX) public offering?

Jefferies, Piper Sandler, and Guggenheim Securities are acting as joint active bookrunning managers for the offering.

What types of securities is Compass Therapeutics (CMPX) offering in this public offering?

Compass is offering common stock and pre-funded warrants to purchase shares of its common stock, with a 30-day option for underwriters to purchase additional shares.

How will this offering affect existing Compass Therapeutics (CMPX) shareholders?

The offering may result in dilution of existing shareholders' ownership as new shares will be issued, though the exact impact depends on the final offering size and terms.

When was Compass Therapeutics' (CMPX) shelf registration statement declared effective?

The shelf registration statement on Form S-3 was declared effective by the SEC on September 6, 2024.