CMPX Schedule 13D/A: Ownership Falls Below 5% to 4.5% (7.79M Shares)
Rhea-AI Filing Summary
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.
Positive
- Reporting entities continue to disclose holdings of 7,788,150 shares providing transparency to the market
- Beneficial ownership fell below 5% (to 4.5%), relieving the group of ongoing Section 13 reporting obligations
Negative
- No transactions in the common stock in the past 60 days, indicating no recent accumulation or disposition activity to signal change in intent
- Shared voting power without sole control means limited ability to drive corporate action at current ownership levels
Insights
TL;DR The reporting group now holds 4.5% and has fallen below the 5% reporting threshold, so disclosure obligations end.
The amendment restates that Commander Aggregator, LP, Enavate Sciences, LP and affiliated entities share voting and dispositive power over 7,788,150 shares, equal to 4.5% of the issuer's 171,572,498 outstanding shares as reported in the prospectus. No purchases or sales were reported in the prior 60 days, and the drop in percentage ownership is explicitly attributed to a decrease in outstanding shares rather than active dispositions. For investors, this is a technical change in reporting status rather than evidence of new strategic actions by the holders.
TL;DR Ownership decline below 5% removes Section 13 obligations; governance influence from these holders is limited at 4.5%.
The filing clarifies governance positioning: the reporting persons hold shared voting and dispositive power but do not control a majority stake and now fall below the regulatory threshold that triggers ongoing disclosure. The amendment provides transparency on beneficial ownership and confirms no recent trading activity by the group, suggesting no immediate push for governance changes. The change appears driven by a change in the issuer's share count rather than a meaningful shift in the holders' intent.