COMPASS Pathways plc (Nasdaq: CMPS), a biotechnology company
dedicated to accelerating patient access to evidence-based
innovation in mental health, today announced that it has entered
into a securities purchase agreement with a select group of
healthcare specialist investors for the private placement of (i)
16,076,750 American Depositary Shares (“ADSs”) representing
16,076,750 ordinary shares, and (ii) warrants to purchase up to
16,076,750 ADSs (representing 16,076,750 ordinary shares) (the
“Warrants”) at a purchase price of approximately $7.78 per ADS and
accompanying Warrant to purchase one ADS. Each Warrant will have an
exercise price of $9.93 per ADS, representing a 30% premium to the
last sale price. The financing is expected to close on August 18,
2023, subject to customary closing conditions.
The transaction is being led by TCGX and Aisling
Capital with participation from new and existing institutional
investors, including Vivo Capital, RA Capital, Surveyor Capital (a
Citadel company), Paradigm BioCapital Advisors LP, Soleus
Capital, Armistice Capital, Logos Capital, PFM Health Sciences and
Laurion Capital Management, among others.
Kabir Nath, Chief Executive Officer of COMPASS
Pathways, said, “We are grateful for the support of this group of
leading healthcare investors for our work to bring potentially
transformative treatment for mental health conditions to patients
urgently in need of better options. We thank these investors for
their confidence in our rigorous approach to building a strong base
of evidence for the potential of COMP360 psilocybin treatment to
help people with treatment-resistant depression (TRD),
post-traumatic stress disorder and anorexia nervosa. We expect that
the net proceeds will allow us to advance our pivotal phase 3
program in TRD and achieve important milestones in the development
of COMP360. We view this investment as a validation of the
potential of psychedelic medicine and the importance of a rigorous
and evidence-based approach.”
COMPASS will receive approximately $125 million
in gross proceeds, before deducting placement agent commissions and
offering expenses, from the private placement of ADSs and
accompanying Warrants, and up to an additional approximately $160
million in gross proceeds if the Warrants are fully exercised for
cash. The Warrants will be exercisable at the election of the
investors for a three-year period. The private placement is being
conducted in accordance with applicable rules of the Nasdaq Stock
Market LLC (“Nasdaq”) and was priced to satisfy the “Minimum Price”
requirement (as defined in the Nasdaq rules). COMPASS intends to
use the net proceeds from the proposed financing to fund its
pivotal phase 3 clinical program in treatment-resistant depression,
its commercial planning and preparation efforts, its on-going phase
2 trials in anorexia nervosa and post-traumatic stress disorder,
its development of digital technologies to complement and augment
its therapies and its discovery and preclinical research, as well
as for general and administrative expenses, working capital and
other general corporate purposes. The aggregate proceeds from this
proposed financing, combined with current cash and cash
equivalents, are expected to be sufficient to fund the current
operating plan into late 2025.
Morgan Stanley and TD Cowen are acting as the
placement agents for the private placement.
The securities to be sold in the private
placement, including the ADSs underlying the Warrants, have not
been registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state or other applicable jurisdiction’s
securities laws, and may not be offered or sold in the United
States except pursuant to an effective registration statement or an
applicable exemption from the registration requirements of the
Securities Act and applicable state or other jurisdictions’
securities laws. The Company has agreed to file a registration
statement with the U.S. Securities and Exchange Commission (the
“SEC”) registering the resale of the ADSs issued in the private
placement and the ADSs issuable upon exercise of the Warrants
issued in the private placement.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any securities
described herein, nor shall there be any offer, solicitation or
sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state or jurisdiction.
About COMPASS Pathways
COMPASS Pathways plc (Nasdaq: CMPS) is a
biotechnology 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 U.S. Food and
Drug Administration (FDA) and has received Innovative Licensing and
Access Pathway (ILAP) designation in the UK for treatment-resistant
depression (TRD). We have commenced a phase 3 clinical program of
COMP360 psilocybin therapy in TRD, the largest randomized,
controlled, double-blind psilocybin therapy clinical program ever
conducted. Previously, we completed a phase 2b study with top line
data showing a statistically significant (p<0.001) and
clinically relevant improvement in depressive symptom severity
after three weeks for patients who received a single 25mg dose of
COMP360 psilocybin with psychological support. We are also
conducting phase 2 clinical studies of COMP360 psilocybin therapy
for post-traumatic stress disorder (PTSD) and anorexia nervosa.
COMPASS is headquartered in London, UK, with offices in New York
and San Francisco in the United States. Our vision is a world of
mental wellbeing. www.compasspathways.com.
Availability of other information about COMPASS
Pathways
Investors and others should note that we
communicate with our investors and the public using our website
(www.compasspathways.com), our investor relations website
(ir.compasspathways.com), and on social media (LinkedIn), including
but not limited to investor presentations and investor fact sheets,
US Securities and Exchange Commission filings, press releases,
public conference calls and webcasts. The information that we post
on these channels and websites could be deemed to be material
information. As a result, we encourage investors, the media, and
others interested in us to review the information that is posted on
these channels, including the investor relations website, on a
regular basis. This list of channels may be updated from time to
time on our investor relations website and may include additional
social media channels. The contents of our website or these
channels, or any other website that may be accessed from our
website or these channels, shall not be deemed incorporated by
reference in any filing under the Securities Act of 1933.
Forward-looking statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended. In some cases, forward-looking
statements can be identified by terminology such as “may,” “might,”
“will,” “could,” “would,” “should,” “expect,” “intend,” “plan,”
“objective,” “anticipate,” “believe,” “contemplate,” “estimate,”
“predict,” “potential,” “continue” and “ongoing,” or the negative
of these terms or other comparable terminology, although not all
forward-looking statements contain these words. Forward-looking
statements include express or implied statements relating to, among
other things, statements regarding the expected timing for the
closing of the private placement; the anticipated proceeds to be
received in the private placement (including, without limitation,
the proceeds, if any, from the exercise of the Warrants) and the
intended use of such proceeds; our expectations regarding our cash
runway following the closing of the private placement; our
expectations regarding funding, operating and working capital
expenditures; and our expectations regarding the potential benefits
of our COMP360 psilocybin treatment. The forward-looking statements
in this press release are neither promises nor guarantees, and you
should not place undue reliance on these forward-looking statements
because they involve known and unknown risks, uncertainties, and
other factors, many of which are beyond COMPASS’s control and which
could cause actual results, levels of activity, performance or
achievements to differ materially from those expressed or implied
by these forward-looking statements.
These risks, uncertainties, and other factors
include, among others: market risks and other market conditions;
the risk that the conditions to the closing of the private
placement are not satisfied; the risk that investors will not
exercise the Warrants; clinical development is lengthy and
expensive process with uncertain outcomes, and therefore our
clinical trials may be delayed or terminated and may be more costly
than expected; we will require substantial additional funding to
achieve our business goals and if we are unable to obtain this
funding when needed and on acceptable terms, we could be forced to
delay, limit or terminate our product development efforts; our
efforts to obtain marketing approval from the applicable regulatory
authorities in any jurisdiction for COMP360 or any of future
product candidates may be unsuccessful; establishing, maintaining,
defending and enforcing our patents and other intellectual property
rights covering our investigational COMP360 psilocybin therapy may
be challenging and costly and our efforts to protect our patents
and other intellectual property rights may be unsuccessful; our
efforts to commercialize and to obtain coverage and reimbursement
for our investigational COMP360 psilocybin therapy, if approved,
may be unsuccessful; and those risks and uncertainties described
under the heading “Risk Factors” in COMPASS’s most recent annual
report on Form 10-K or quarterly report on Form 10-Q and in other
reports we have filed with the U.S. Securities and Exchange
Commission (“SEC”), which are available on the SEC’s website at
www.sec.gov. Except as required by law, COMPASS disclaims any
intention or responsibility for updating or revising any
forward-looking statements contained in this press release in the
event of new information, future developments or otherwise. These
forward-looking statements are based on COMPASS’s current
expectations and speak only as of the date hereof.
EnquiriesMedia: Christopher Williams,
media@compasspathways.com, +1 206 295 4324Investors: Stephen
Schultz, stephen.schultz@compasspathways.com, +1 401 290 7324
COMPASS Pathways (NASDAQ:CMPS)
Historical Stock Chart
From Jun 2024 to Jul 2024
COMPASS Pathways (NASDAQ:CMPS)
Historical Stock Chart
From Jul 2023 to Jul 2024