[8-K] COMPASS Pathways Plc Reports Material Event

Rhea-AI Filing Summary

COMPASS Pathways plc (Nasdaq: CMPS) filed its Q2-25 Form 10-Q. The clinical-stage biotech remains pre-revenue and focuses on COMP360 psilocybin for treatment-resistant depression (TRD) and post-traumatic stress disorder (PTSD).

• Phase 3 progress: Trial COMP005 (n=258) hit its primary MADRS endpoint (p<0.001; −3.6 vs placebo) with top-line 6-week data; 26-week read-outs will follow COMP006 Part A completion (H2-26).
• Operating results: Q2 net loss widened slightly to $38.4 m (-$0.41/sh) versus $38.1 m prior-year; six-month loss narrowed to $56.3 m from $73.3 m as G&A fell 12% and R&D rose 13%.
• Cash position: Cash & equivalents rose to $221.9 m (31 Dec-24: $165.1 m) after a $149.8 m January equity/warrant financing and $140.5 m H1 financing cash inflow. Management projects runway into 2027.
• Balance sheet: Warrant liabilities introduced at $74.4 m; total debt $31.0 m under Hercules loan (14.8% EIR) with $22.5 m minimum-cash covenant. Share count expanded to 95.9 m ADS equivalents.
• Cash flow: H1 operating cash burn $84.3 m offset by $140.5 m financing inflow; cap-ex immaterial.

Outlook: Key near-term catalysts are FDA dialogue on COMP005 data and continued enrollment of COMP006. Management is designing a late-stage PTSD program. Despite ample cash, future dilution risk persists via 35.1 m outstanding pre-funded & 2025 ADS warrants and $122 m of PIPE warrants.

Positive

• Phase 3 COMP005 met primary endpoint, providing statistically and clinically significant efficacy signal in TRD.
• $221.9 m cash after January raise supports operations into 2027, reducing near-term financing risk.
• Six-month net loss improved 23% YoY, aided by lower G&A and UK R&D tax credits.
• Benefit from warrant fair-value gain (+$16.9 m YTD) boosted other income.

Negative

• No revenue and continuing losses; Q2 net loss $38.4 m with $84.3 m H1 operating cash burn.
• Warrant liabilities of $74.4 m and up to 46.1 m liability-classified warrants create potential dilution and earnings volatility.
• Debt at 14.8% EIR with $22.5 m minimum-cash covenant; default risk if trial costs overrun.
• Further regulatory and clinical risk: COMP006 and long-term durability data still pending.

Insights

Biotech Equity Analyst

TL;DR—Positive efficacy data plus >$220 m cash give CMPS multi-year runway.

The 25 mg COMP005 read-out materially de-risks the psilocybin program, validating prior Phase 2b and supporting regulatory momentum. Cash balance covers Phase 3 and PTSD preparations, limiting near-term financing overhang. However, 74 m potential warrant shares cap upside and may pressure valuation when milestones hit. Debt covenants appear manageable given >$22.5 m cash floor. Overall, risk-reward skews favorable pending COMP006 confirmation.

Life-Sciences Risk Analyst

TL;DR—Clinical win offsets dilution, but warrant overhang, debt and regulatory timing remain risks.

While headline efficacy is strong, COMP360 still requires a second pivotal success and 26-week durability. Warrant liabilities could introduce P&L volatility and 50%+ theoretical dilution. High R&D spend (~$61 m YTD) will persist, and any trial delay may breach Hercules cash covenant. Investors should watch FDA feedback and market sentiment toward psychedelic therapeutics.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 31, 2025

COMPASS PATHWAYS PLC

(Exact Name of Registrant as Specified in Its Charter)

England and Wales			001-39522			Not applicable
(State or other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

33 Broadwick Street

London W1F 0DQ

United Kingdom

(Address of Principal Executive Offices; Zip Code)

+1 (716) 676-6461

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

American Depositary Shares, each representing one ordinary share, nominal value £0.008 per share

CMPS

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operation and Financial Condition

On July 31, 2025, COMPASS Pathways plc (the “Company”) issued a press release announcing the Company's financial results for the six months ended June 30, 2025. A copy of this press release is furnished herewith as Exhibit 99.1.

The information in Item 2.02 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.						Description
99.1						Press Release dated July 31, 2025
104						Cover page interactive data file (embedded within Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMPASS PATHWAYS PLC

Date: July 31, 2025

By:

/s/ Teri Loxam

Teri Loxam

Chief Financial Officer

FAQ

How much cash does COMPASS Pathways (CMPS) have after Q2-25?

The company reported $221.9 million in cash and cash equivalents as of 30 June 2025.

Did CMPS’ Phase 3 trial meet its endpoint?

Yes. Trial COMP005 showed a statistically significant MADRS reduction (p<0.001) with a 25 mg COMP360 dose versus placebo at 6 weeks.

What is CMPS’ quarterly net loss per share?

For Q2-25 the net loss was $0.41 per share on a net loss of $38.4 million.

How long is CMPS’ cash runway?

Management believes existing cash funds operations into 2027, covering both Phase 3 TRD trials.

What dilution risk exists from outstanding warrants?

There are 46.1 m liability-classified and 12.4 m equity-classified warrants outstanding, exercisable between $0.0001 and $9.93 per ADS.

How large were R&D expenses in Q2-25?

R&D totaled $30.3 million for the quarter and $61.2 million for the first half.