Compass Therapeutics Inc SEC Filings

Amendment No. 1 to the Schedule 13D reports that a group of related reporting persons collectively beneficially own 7,788,150 shares of Compass Therapeutics common stock, representing 4.5% of the outstanding shares based on 171,572,498 shares outstanding as of the issuer's prospectus. The amendment states the ownership percentage declined due to a decrease in the issuer's outstanding shares, and as a result the reporting entities "ceased to exceed 5%" and are no longer subject to Section 13 reporting. The filing also confirms no transactions in the common stock by the reporting entities in the past 60 days and identifies the reporting persons and their shared voting and dispositive power over the disclosed shares.

OrbiMed Advisors LLC and OrbiMed Capital GP V LLC filed Amendment No. 6 to their Schedule 13D for Compass Therapeutics, Inc. to report that their beneficial ownership decreased to 15,219,994 shares, representing approximately 8.9% of the outstanding common stock. The decrease in percentage ownership is attributed to an increase in the number of shares outstanding as disclosed in the issuer's prospectus. OrbiMed GP is the general partner of the limited partner that holds the shares and OrbiMed Advisors is the managing member of OrbiMed GP, giving the reporting persons shared power to vote and dispose of the shares. Carl L. Gordon, a member of OrbiMed Advisors, serves on the issuer's board.

Compass Therapeutics (CMPX) Schedule 13G/A: Tang Capital affiliates and Kevin Tang report shared beneficial ownership of 13,496,208 shares of Compass Therapeutics common stock, representing 9.8% of the outstanding class based on 138,282,498 shares outstanding as of April 28, 2025. The filing states no sole voting or dispositive power; all 13,496,208 shares are held with shared voting and shared dispositive power among Tang Capital Management, LLC; Tang Capital Partners, LP; Tang Capital Partners International, LP; Tang Capital Partners III, Inc.; Tang Capital Partners IV, Inc.; and Kevin Tang. The filing certifies the holdings were not acquired to change or influence control of the issuer.

Amendment to Schedule 13G correcting an earlier administrative error. RTW Investments, LP and Roderick Wong state that, as of June 30, 2025, they did not beneficially own any ordinary shares of Compass Therapeutics, Inc.; the filing reports 0 shares and 0.0% ownership. RTW Investments is identified as an investment adviser to certain funds and Dr. Wong is identified as Managing Partner and Chief Investment Officer. The amendment clarifies that an earlier Schedule 13G related to this issuer was filed inadvertently and this filing corrects that error.

RTW Investments, LP and Roderick Wong filed an amended Schedule 13G reporting beneficial ownership of 9,474,397 Ordinary Shares of Compass Therapeutics, Inc. (CUSIP 20451W101). The filing states the reported position represents approximately 9.99% of the class when assuming exercise of warrants to purchase 1,252,468 shares and using 93,586,348 shares outstanding as of June 30, 2025. The Reporting Persons disclose no sole voting or dispositive power and share voting and dispositive power over the reported shares.

The filing notes the RTW Funds have rights to receive dividends or proceeds and identifies RTW Master Fund, Ltd. as holding rights to more than 5% of the reported shares. Issuer and filer addresses are provided in the filing.

Suvretta Capital Management, Averill Master Fund and Aaron Cowen filed a Schedule 13G reporting beneficial ownership of Compass Therapeutics common stock. Suvretta and Mr. Cowen each report shared voting and dispositive power over 7,149,493 shares, representing 5.2% of the class, while Averill Master Fund reports shared voting and dispositive power over 6,251,950 shares, representing 4.5% of the class. None of the reporting persons report sole voting or dispositive power.

Suvretta discloses that the reported securities are directly owned by its advisory clients and that none of those clients may be deemed to beneficially own more than 5% individually. The filers certify the holdings are held in the ordinary course of business and not for the purpose of changing or influencing control.

Compass Therapeutics, Inc. entered an underwriting agreement to sell 33,290,000 shares of common stock at $3.00 per share and pre-funded warrants to purchase up to 6,710,000 shares at $2.9999 per warrant with an exercise price of $0.0001 per share. The underwriters have a 30-day option to purchase up to an additional 6,000,000 shares.

The company estimates net proceeds of approximately $112.5 million (or approximately $129.5 million if the option is exercised in full) and expects closing on or about August 14, 2025. Compass intends to use proceeds to prepare for commercial readiness, fund research and clinical development, and for general corporate purposes, and states that, assuming $112.5 million net proceeds, its cash is expected to fund operations into 2028. The filing notes the company may use capital sooner than expected and will receive nominal proceeds, if any, from exercise of the pre-funded warrants.

Compass Therapeutics, Inc. is offering 33,290,000 shares of common stock and, in lieu of shares to certain investors, pre-funded warrants to purchase 6,710,000 shares. The public offering price is $3.00 per share (pre-funded warrants at $2.9999), with underwriting discounts of $0.18 per share. Net proceeds are estimated at approximately $112.5 million (or about $129.5 million if the underwriters fully exercise their option to buy an additional 6,000,000 shares). The company reported $100.9 million in cash as of June 30, 2025 and states these proceeds, together with existing cash, are expected to fund operations into 2028. Purchasers will face immediate dilution (disclosed as $1.85 per share in one illustration and $1.80 per share in a pro forma table). There is no public market for the pre-funded warrants and exercise limitations (default 4.99% beneficial ownership cap) apply. The common stock trades on Nasdaq under CMPX.

MPM BioImpact LLC reports beneficial ownership of 5,622,505 shares of Compass Therapeutics common stock, equal to 4.1% of the class. The filing states the reporting person has sole voting power and sole dispositive power over the reported shares and identifies the filer as an investment adviser (IA). The filer certifies the securities are held in the ordinary course of business and not to change or influence control of the issuer. Because the stake is below 5%, this Schedule 13G/A reflects a passive, non-control disclosure under the Exchange Act.