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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): June 22, 2026
_______________________________
Compass Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
_______________________________
| Delaware |
001-39696 |
82-4876496 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
80 Guest Street, Suite 601
Boston, Massachusetts 02135
(Address of Principal Executive Offices) (Zip Code)
(617) 500-8099
(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 |
| Common Stock, $0.0001 par value per share |
CMPX |
NASDAQ Capital 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 22, 2026, the Board of Directors (the “Board”) of Compass Therapeutics,
Inc. (the “Company”) approved the adoption of the Second Amended and Restated Bylaws of the Company, effective as of June
22, 2026 (the “New Bylaws”), which amend and restate the Amended and Restated Bylaws of the Company, dated as of July
17, 2020 (the “Existing Bylaws”), in their entirety. The New Bylaws amended the Existing Bylaws to establish exclusive jurisdiction
in the United States District Courts for the District of Delaware and District of Massachusetts for resolving any action asserting a claim
arising under Securities Act of 1933, as amended.
The foregoing description of the New Bylaws does not purport to be complete and is qualified
in its entirety by reference to the full text of the New Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 3.1 |
|
Second Amended and Restated Bylaws |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 Therapeutics, Inc. |
| |
|
|
| |
|
|
| Date: June 22, 2026 |
By: |
/s/ Neil Lerner |
| |
|
Neil Lerner |
| |
|
Chief Accounting Officer |
| |
|
|
