COMPASS Pathways announces closing of initial public offering of American Depositary Shares and full exercise of underwriters’ option to purchase additional American Depositary Shares
London, UK – September 22, 2020
COMPASS Pathways plc (Nasdaq: CMPS) (“COMPASS”), a mental health care company dedicated to accelerating patient access to evidence-based innovation in mental health, today announced the closing of its previously announced initial public offering of 8,625,000 American Depositary Shares (“ADSs”) representing 8,625,000 ordinary shares at an initial public offering price of $17.00 per ADS, which includes 1,125,000 additional ADSs issued upon the exercise in full by the underwriters of their option to purchase additional ADSs. The total gross proceeds to COMPASS from the offering were $146.6 million. All ADSs sold in the offering were offered by COMPASS. The ADSs began trading on the Nasdaq Global Select Market on September 18, 2020 under the ticker symbol “CMPS.”
Cowen, Evercore ISI and Berenberg are acting as joint book-running managers for the offering. Canaccord Genuity is acting as lead manager and H.C. Wainwright & Co. is acting as co-manager for the offering.
A registration statement relating to these securities has been filed with the US Securities and Exchange Commission (the “SEC”) and was declared effective on September 17, 2020. The offering was made only by means of a prospectus. Copies of the final prospectus may be obtained from Cowen and Company, LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Attention: Prospectus Department, by telephone at (833) 297-2926 or by email at PostSaleManualRequests@broadridge.com; Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 36th Floor, New York, New York 10055, telephone: (888) 474-0200, or email: firstname.lastname@example.org; or Berenberg Capital Markets LLC, Attention: Investment Banking, 1251 Avenue of the Americas, 53rd Floor, New York, New York 10020, or by telephone at +1 (646) 949-9000, or by e-mail at email@example.com. For the avoidance of doubt, such prospectus will not constitute a “prospectus” for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and will not have been reviewed by any competent authority in any EU member state or the UK.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, and shall not constitute an offer, solicitation or sale in any state, province, territory or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state, province, territory or jurisdiction.
For readers in the European Economic Area (“EEA”) and the UK
In any EEA member state and the UK (each, a “Relevant State”), this press release and any offering are only addressed to and directed at persons who are qualified investors ("Qualified Investors") in that Relevant State within the meaning of the Prospectus Regulation. The term “Prospectus Regulation” means Regulation (EU) 2017/1129.
For readers in the UK
In the UK, this press release, in so far as it constitutes an invitation or inducement to enter into investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”), and any offering are only addressed to and directed at Qualified Investors (i) who are investment professionals as described in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) persons and entities who fall within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons being referred to as “relevant persons”).
This press release must not be acted on or relied on (i) in the UK, by persons who are not relevant persons, and (ii) in any EEA member state, by persons who are not Qualified Investors. Any investment or investment activity to which this press release relates is available only to and will only be engaged with (i) in the UK, relevant persons, and (ii) in any EEA member state, Qualified Investors. This press release does not contain an offer or constitute any part of an offer to the public within the meaning of sections 85 and 102B of the FSMA or otherwise.
About COMPASS Pathways
COMPASS Pathways plc (Nasdaq: CMPS) is a mental health care company dedicated to accelerating patient access to evidence-based innovation in mental health. Our focus is on improving the lives of those who are suffering with mental health challenges and who are not helped by current treatments. We are pioneering the development of a new model of psilocybin therapy, in which our proprietary formulation of synthetic psilocybin, COMP360, is administered in conjunction with psychological support. COMP360 has been designated a Breakthrough Therapy by the US Food and Drug Administration (FDA), for treatment-resistant depression (TRD), and we are currently conducting a phase IIb clinical trial of psilocybin therapy for TRD, in 20 sites across Europe and North America. We are headquartered in London, UK, with offices in New York, USA. Our vision is a world of mental wellbeing.