COMPASS Pathways plc 8-K

What Happened
COMPASS Pathways plc (CMPS) announced on February 18, 2026 that it entered into an underwriting agreement with Jefferies LLC, TD Securities (USA) LLC, Cantor Fitzgerald & Co. and Stifel, Nicolaus & Company, Inc., pricing an underwritten public offering expected to close on February 20, 2026. The offering consists of 17,500,000 American Depositary Shares (ADSs) at $8.00 per ADS and, in lieu of ADSs to certain institutional investors, pre‑funded warrants to purchase up to 1,250,000 ADSs at $7.999 per warrant. Gross proceeds before discounts and expenses are expected to be $150.0 million.

Key Details

• Offering size: 17,500,000 ADSs and up to 1,250,000 pre‑funded warrants; company granted underwriters a 30‑day option to purchase up to an additional 2,812,500 ADSs.
• Prices and proceeds: ADS price $8.00; pre‑funded warrant price $7.999; expected gross proceeds $150.0 million (before underwriting discounts/expenses).
• Pre‑funded warrants: $0.0001 exercise price; exercisable immediately at closing; cashless exercise permitted; expire upon full exercise.
• Ownership limits and lock‑ups: Pre‑funded warrants include a 9.99% beneficial ownership limitation (adjustable up to 19.99% with notice); company, officers and directors are subject to a customary 60‑day lock‑up after the agreement.

Why It Matters
This filing documents a significant capital raise that will increase the company’s outstanding ADSs if exercised and provides COMPASS Pathways with up to $150.0 million in gross proceeds to support its operations and programs. The terms (pre‑funded warrants, ownership limits, 30‑day overallotment option and 60‑day lock‑up) are material to existing shareholders because they affect dilution, potential future share issuance and short‑term trading supply.