UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

⊠ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 001-39522

COMPASS Pathways plc

(Exact name of registrant as specified in its charter)


England and Wales			Not Applicable
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

33 Broadwick Street

London W1F 0DQ

United Kingdom

(Address of principal executive offices, zip code)

+1 (716) 676-6461

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of each exchange on which registered

American Depositary Shares, each representing one ordinary share, par value of £0.008 per share

CMPS

Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐☒ No ☒☐

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements

of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant

to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of ordinary shares held by non-affiliates of the Registrant as of June 30, ~~2024~~2025, the last business day of the most recently completed second fiscal quarter, was $~~354~~257.81 million. This calculation does not reflect a determination that certain persons are affiliates of the Registrant for any other purpose.

The registrant had 92128,~~673~~923,~~132~~295 shares of common stock outstanding as of ~~February~~March 2417, 2025.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement for the ~~2025~~2026 Annual Meeting of Shareholders are incorporated herein by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the Registrant’s fiscal year ending December 31, ~~2024~~2025.

TABLE OF CONTENTS

PART I
Item 1.	Business	98
Item 1A.	Risk Factors	5351
Item 1B.	Unresolved Staff Comments	~~150~~170
Item 1C.	Cybersecurity	~~150~~170
Item 2.	Properties	~~151~~171
Item 3.	Legal Proceedings	~~151~~171
Item 4.	Mine Safety Disclosures	~~151~~171
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	~~152~~172
Item 6.	[Reserved]	~~152~~172
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~153~~173
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	~~164~~188
Item 8.	Financial Statements and Supplementary Data	~~165~~189
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~165~~189
Item 9A.	Controls and Procedures	~~166~~189
Item 9B.	Other Information	~~166~~190
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	~~175~~199
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	~~176~~200
Item 11.	Executive Compensation	~~176~~200
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~176~~200
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~176~~200
Item 14.	Principal Accountant Fees and Services	~~176~~200
PART IV
Item 15.	Exhibit and Financial Statement Schedules	~~177~~201
Item 16.	Form 10-K Summary	~~180~~204
	Signatures	F-2831

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the “Securities Act,” and Section 21E of the Securities Exchange Act of 1934, as amended, or the “Exchange Act”. Forward-looking statements generally relate to future events or our future financial or operating performance. All statements other than statements of historical fact included in this Annual Report on Form 10-K, including regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions. The forward-looking statements and opinions contained in this Form 10-K are based upon information available to our management as of the date of this Form 10-K, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Forward-looking statements contained in this Annual Report on Form 10-K include, but are not limited to, statements about:

•the timing, progress and results of our Phase 3 program for treatment-resistant depression, or TRD, and our other clinical trials of investigational COMP360 psilocybin treatment, including statements regarding the preliminary results to date from our two ongoing Phase 3 trials for TRD, the timing of initiation and completion of trials or studies and related preparatory work, our expectations regarding ~~discussions with~~ the ~~Food~~periods ~~and~~during ~~Drug~~which ~~Administration,~~the or26-week ~~FDA,~~results ~~regarding~~of our second Phase 3 trial ~~design~~for ~~and~~TRD ~~protocols~~will become available, and our expectations regarding discussions with the ~~periods~~Food ~~during~~and ~~which~~Drug ~~the~~Administration, ~~results~~or FDA, including discussions regarding plans for rolling submission of ~~our~~a ~~clinical~~new ~~trials~~drug ~~will~~application, ~~become~~or ~~available~~NDA, for COMP360 psilocybin treatment in TRD;

•the timing, progress and results of our Phase2b/3 clinical trial in post-traumatic stress disorder, or PTSD, including statements regarding our trial designs and our expectations regarding discussions with the FDA, including discussions regarding our trial design;

•our estimates regarding our expenses, capital requirements, the sufficiency of our cash resources and our expected cash runway;

•our ability to raise additional capital or secure other financing to fund our operations;

•the potential for the warrants to purchase American Depositary Shares, or the ADSs at an exercise price of $5.796 per ADS, or the 2025 ADS Warrants, issued in our registered financing in January 2025, or the 2025 Financing, and the remaining warrants issued in our private placement financing in August 2023, or the PIPE Warrants, to be exercised in full for cash, and any expected proceeds from the exercise of these warrants;

•our reliance on the success of our investigational COMP360 psilocybin treatment;

•the timing, scope or likelihood of regulatory filings and approvals, including an NDA for COMP360 psilocybin treatment in TRD;

•our expectations regarding the size of the eligible patient populations for COMP360 psilocybin treatment, if approved for commercial use;

•our ability to identify third-party clinical sites to conduct our trials and our ability to identify and train appropriately qualified healthcare professionals to monitor and safeguard participants receiving COMP360 psilocybin treatment in our clinical trials;

•our ability to implement our business model and our strategic plans for our business and our investigational COMP360 psilocybin treatment;

•our ability to identify new indications for COMP360 beyond our current primary focus on TRD and ~~post-traumatic stress disorder, or~~ PTSD;

•our commercialization, marketing and manufacturing capabilities and strategy, including our ability to accelerate our commercial launch planning;

•the pricing, coverage and reimbursement of our investigational COMP360 psilocybin treatment, if approved;

•the scalability and commercial viability of our manufacturing methods and processes, including our ability to add commercial manufacturing capacity in the U.S.;

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•the rate and degree of market acceptance and clinical utility of our investigational COMP360 psilocybin treatment, in particular, and psilocybin-based treatments, in general;

•our ability to raise additional capital or secure other financing to fund our operations;

•the potential for outstanding warrants to purchase American Depositary Shares, or ADSs, to be exercised in full for cash and any expected proceeds from the exercise of our outstanding warrants;

•our ability to establish or maintain collaborations or strategic relationships;

•our expectations regarding potential benefits of our investigational COMP360 psilocybin treatment and our treatment approach generally;

•our expectations around feedback from, and discussions with regulators, regarding regulatory development paths and ~~with respect to~~ Controlled Substances Act designation, each of which may be subject to potential impacts of regulatory agency staffing cuts and policy changes on regulatory feedback and timing thereof;

•the scope of protection we and any current or future licensors or collaboration partners are able to establish and maintain for intellectual property rights covering COMP360;

•our ability to operate our business without infringing, misappropriating, or otherwise violating the intellectual property rights and proprietary technology of third parties;

•our ability to identify, maintain, utilize, acquire or purchase digital technologies to enhance the administration of our investigational COMP360 psilocybin treatment in the conduct of our clinical trials;

•regulatory developments in the United States, or U.S., under the laws and regulations of England and Wales, and other jurisdictions;

•developments and projections relating to our competitors and our industry;

•the effectiveness of our internal control over financial reporting;

•our ability to attract and retain qualified employees and key personnel, including our ability to grow our commercial team;

•our ability to ~~realize~~achieve ~~the~~specified ~~expected~~regulatory ~~benefits~~and commercial milestones, and in the case of the ~~strategic~~final ~~reorganization~~tranche ~~announced~~to secure approval from lenders’ investment committees, to draw down additional amounts up to $100.0 million in ~~October~~accordance ~~2024~~with the terms of our Loan and Security Agreement, as amended by the third amendment dated January 5, 2026, or the ~~strategic~~Loan ~~reorganization~~Agreement, with Hercules Capital, Inc., or Hercules, and our ability to comply with the operating and financial covenants, including the minimum cash covenant, in our Loan Agreement;

•~~our~~the ~~ability~~effect toof ~~achieve~~global ~~the~~financial ~~specified~~and ~~data~~economic ~~milestone~~conditions and geopolitical events, including fluctuating interest rates and inflation, foreign exchange fluctuations (particularly the Pound Sterling to ~~achieve~~U.S. ~~sufficient~~Dollar), ~~appreciation~~the risk of an economic slowdown or recession in the ~~trading~~U.S., ~~price~~instability ofin ~~our~~the ~~ADSs~~banking ~~such~~system, ~~that~~overall market volatility in the ~~closing~~U.S. ~~price~~or the UK, including as a result of, ~~our~~among ~~ADSs~~other isfactors, ~~above~~geopolitical conflict (such as, the ~~2025~~war ~~ADS~~between ~~Warrant~~Russia ~~exercise~~and ~~price~~Ukraine ~~for~~and ~~three~~conflict ~~consecutive~~in ~~trading~~the ~~days~~Middle East), tointernational ~~allow~~tensions usor toinstability ~~force~~(including from the ~~cash~~effects ~~exercise~~ of announced or future tariff increases), significant changes in U.S. policies or regulatory environment or the ~~2025~~disruption ~~ADS~~to ~~Warrants~~U.S. government agencies or similar events, on our business;

•~~our ability to meet milestones to draw down additional amounts in accordance with~~ the ~~terms~~effect of ~~our~~public ~~Loan~~health ~~and Security Agreement~~crises, aspandemics ~~amended,~~ or ~~the~~epidemics ~~Loan~~and ~~Agreement,~~any ~~with~~future ~~Hercules~~mitigation ~~Capital~~efforts, ~~Inc., or Hercules,~~ and ~~our~~current ~~ability~~or tofuture ~~comply~~economic ~~with~~effects, ~~the~~on ~~operating~~any ~~and~~of ~~financial covenants, including~~ the ~~minimum~~foregoing ~~cash~~or ~~covenant,~~other inaspects of our ~~Loan~~business ~~Agreement~~or operations;

•the effect of global financial and economic conditions and geopolitical events, including fluctuating interest rates and inflation, foreign exchange fluctuations, particularly the Pound Sterling to U.S. Dollar, the risk of economic slowdown or recession in the U.S., instability in the banking system, overall market volatility in the U.S. or the UK, including as a result of, among other factors, the ongoing war between Russia and Ukraine, conflict in the Middle East, the potential for significant changes in U.S. policies or regulatory environment or the disruption of U.S. government agencies or similar events, on our business;

•the effect of public health crises, pandemics or epidemics such as the COVID-19 pandemic, and any future mitigation efforts, and current or future economic effects, on any of the foregoing or other aspects of our business or operations;

•whether we are classified as a controlled foreign corporation, or CFC, or a passive foreign investment company, or PFIC, under the Internal Revenue Code of 1986, as amended, for current and future periods; and

•the future trading price of the ADSs and impact of securities analysts’ reports on these prices.

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We caution you that the foregoing list may not contain all of the forward-looking statements made in this Annual Report on Form 10-K.

You should not rely upon forward-looking statements as predictions of future events, which speak only as of the date made. We have based the forward-looking statements contained in this Annual Report on Form 10-K primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcomes of the events described in these forward-looking statements are subject to risks, uncertainties and other factors described in the section titled “Risk Factors” in Part I, Item 1A, of this Annual Report on Form 10-K and our other filings with the Securities and Exchange Commission, or the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report on Form 10-K. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. Except as otherwise required by law, we disclaim any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

References to “we,” “our,” “us” and “the Company” refer to Compass Pathways plc.

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SUMMARY OF THE MATERIAL RISKS ASSOCIATED WITH OUR BUSINESS

Our business is subject to numerous risks and uncertainties that you should be aware of in evaluating our business. These risks and uncertainties include, but are not limited to, the following:

•We are a clinical-stage biotechnology company and have incurred significant losses since our inception. We expect to incur losses for the foreseeable future and may never achieve or maintain profitability;

•WeUnless ~~will~~and ~~need~~until ~~substantial~~we ~~additional~~generate ~~funding~~product torevenue ~~complete~~and ~~the~~achieve ~~development~~ and ~~commercialization~~sustain ofprofitability, ~~our investigational COMP360 psilocybin treatment. Our outstanding warrants may not be exercised for cash before such warrants expire and~~ we ~~may~~will ~~not~~continue ~~receive any additional proceeds from such warrants. Our ability~~ to ~~raise~~need additional ~~funds~~financing ~~may be adversely impacted by macroeconomic conditions, changing regulatory conditions, and disruptions~~ to ~~and~~fund ~~volatility~~our inoperations ~~the credit~~ and ~~financial~~capital ~~markets in the U~~expenditures.S. ~~and worldwide.~~ Failure to obtain additional funding when needed or on favorable terms may force us to delay, limit or terminate certain or all of our product discovery, therapeutic development, research operations or commercialization efforts or grant rights to develop and market products or therapeutic candidates ~~that we would otherwise prefer to develop and market ourselves~~;

•Raising additional capital through the sale of equity or convertible securities, ~~including~~or ~~through~~ the cash exercise of ~~the~~outstanding ~~2025~~warrants ~~ADS Warrants and/or PIPE Warrants,~~ may cause significant dilution to holders of our ordinary shares and ADSs, and raising additional capital through debt financings, strategic partnerships, collaborations, or other means may restrict our operations or require us to relinquish rights to ~~COMP360~~therapeutic candidates intellectual property rights of third parties could adversely affect our ability to develop or ~~any~~commercialize ~~future~~our ~~therapeutic~~investigational ~~candidates~~treatments, such that we could be required to litigate or obtain licenses from third parties in order to develop or market our investigational treatments. Such litigation or licenses could be costly or not available on commercially reasonable terms;

•WeOur ~~are~~operating ~~dependent~~activities onmay ~~the~~be ~~successful~~restricted ~~development~~as ofa ~~our~~result ~~investigational~~of ~~COMP360~~covenants ~~psilocybin~~related ~~treatment.~~to Weour ~~cannot~~Loan ~~give~~Agreement, ~~any~~which ~~assurance~~could ~~that~~have ~~COMP360~~a ~~will~~material ~~successfully~~adverse ~~complete~~effect ~~clinical~~on ~~trials~~our orbusiness, ~~receive~~financial ~~regulatory approval~~condition, ~~which~~and isresults ~~necessary~~of ~~before it can be commercialized~~operations;

•COMP360 psilocybin treatment is, and any future therapeutic candidates we may develop may be, subject to controlled substance laws and regulations in the jurisdictions where our products, if approved, may be marketed, and failure to comply with these laws and regulations, or the cost of compliance with these laws and regulations, or changes in these laws and regulations may adversely affect the results of our business operations, both during clinical development and post approval, and our financial condition. In addition, during the review process of COMP360, and prior to any potential approval, the FDA and/or other regulatory bodies may require additional data, including with respect to whether COMP360 has abuse or misuse potential, which may delay approval and any potential rescheduling process;

•~~COMP360 contains controlled substances, the use of which may generate public controversy.~~ Adverse publicity or public perception regarding ~~COMP360, in particular, and~~ psilocybin~~-based~~ ~~treatments,~~or inour ~~general,~~current or ~~our~~ future investigational treatments using psilocybin, or regarding other controlled substances, may negatively influence the success of these treatments;

•~~Clinical drug development is a lengthy and expensive process with uncertain timelines and uncertain outcomes.~~ We ~~have~~are ~~experienced~~dependent ~~delays~~on inthe ~~recruitment~~successful ~~for~~development ~~our clinical trials~~ of ~~COMP360 psilocybin treatment, which has increased the costs of~~ our ~~Phase~~investigational ~~3 clinical trials and caused delays in expected timing to complete such clinical trials. If we experience additional delays in the future for our clinical trials of~~ COMP360 psilocybin treatment,. weClinical ordrug ~~our~~development ~~future~~is ~~collaborators~~a ~~may~~lengthy beand ~~unable~~expensive toprocess ~~obtain~~with ~~required~~uncertain ~~regulatory~~timelines ~~approvals,~~ and ~~therefore~~uncertain ~~we will be unable to commercialize our investigational COMP360 psilocybin treatment on a timely basis or at all, which will adversely affect our business~~outcomes;

•COMP360 ~~psilocybin~~and ~~treatment~~any future therapeutic candidates we may develop may have serious adverse, undesirable or unacceptable side effects which may delay or prevent marketing approval. ~~If such side effects are identified during the development of COMP360 psilocybin treatment~~ or ~~following~~adversely ~~approval,~~affect ~~if any, we may need to abandon our development of such treatment,~~ the commercial profile offor ~~any~~the ~~approved label may be limited, or we may be subject to other significant negative consequences~~treatment;

•Research and development of drugs targeting the central nervous system is particularly difficult, which makes it difficult to predict and understand why the drug has a positive effect on some patients but not others;

•We have never commercialized a therapeutic candidate before and may lack the necessary expertise, personnel and resources to successfully commercialize our treatments on our own or with suitable collaborators or on an accelerated timeline;

•The future commercial success of our investigational COMP360 psilocybin treatment will depend on the degree of market access and acceptance of our potential treatments;

•Our business and commercialization strategy for our investigational COMP360 psilocybin treatment depends on our ability to identify, qualify, prepare, and support third-party treatment sites. If we are unable to do so, our commercialization prospects would be limited and our business would be harmed;

•In our clinical trials, we currently rely on specially trained, licensed healthcare professionals working at third-party clinical trial sites and upon regulatory approval we expect to continue to rely on healthcare professionals working at third-party sites, to monitor and safeguard participants during administration of our COMP360 psilocybin treatment.

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~~•We~~If ~~may~~third-party ~~not~~sites ~~realize~~fail ~~the~~to ~~expected~~recruit, ~~benefits~~retain ofor ~~the~~effectively ~~strategic~~manage ~~reorganization~~a ~~announced~~sufficient innumber ~~October~~of ~~2024~~qualified ~~and~~healthcare ~~the~~professionals, ~~strategic~~our ~~reorganization~~clinical ~~has~~trials ~~affected employee morale and~~ may ~~subject us to additional risk that we might not~~ be ~~able~~delayed toand ~~execute on~~ our ~~strategic plans which may have an adverse effect on our~~ business, financial condition, and ~~operating~~ results of operations would be materially harmed;

•The future commercial success of our investigational COMP360 psilocybin treatment or any future therapeutic candidates will depend on the degree of market access and acceptance of our potential treatments among healthcare professionals, patients, healthcare payors, health technology assessment bodies and the medical community at large;

•In our clinical trials, we currently rely on specially trained, licensed healthcare professionals working at third-party clinical trial sites to monitor and safeguard participants during administration of our investigational COMP360 psilocybin treatment in our clinical trials and upon regulatory approval of COMP360, we expect to rely on healthcare professionals at third-party treatment centers to monitor and safeguard patients during administration of COMP360. If third-party sites fail to recruit and retain a sufficient number of qualified healthcare professionals or effectively manage such professionals, as applicable, our clinical trials may be delayed and our business, financial condition and results of operations would be materially harmed;

•Intellectual property rights of third parties could adversely affect our ability to develop or commercialize our investigational treatments, such that we could be required to litigate or obtain licenses from third parties in order to develop or market our investigational treatments. Such litigation or licenses could be costly or not available on commercially reasonable terms;

•Others may claim an ownership interest in our intellectual property and our product candidates, which could expose us to litigation and have a significant adverse effect on our prospects;

•~~Our~~Recently ~~failure~~enacted ~~to comply with the financial~~ and ~~other~~future ~~covenants,~~legislation ~~including the minimum cash covenant,~~ or ~~payment~~changes ~~obligations under our existing Loan Agreement with Hercules could result~~ in aregulatory ~~default~~conditions ~~or an event of default, which~~ may ~~result~~increase inthe ~~increased~~difficulty ~~interest~~and ~~charges,~~cost ~~acceleration~~for ofus ~~our~~to ~~repayment~~obtain ~~obligations~~marketing orapproval ~~other actions by Hercules~~of, ~~any~~adequate ofreimbursement ~~which~~for ~~could~~and ~~negatively~~commercialize ~~impact~~ our ~~business,~~investigational ~~financial~~COMP360 ~~condition~~psilocybin ~~and results of operations~~treatment;

•~~Enacted~~We rely on third parties to supply drug substances and ~~future~~manufacture, ~~legislation~~package ~~may~~and ~~increase~~distribute ~~the~~COMP360 ~~difficulty~~for our clinical trials, and, ~~cost~~if approved, we will continue to rely on third parties for uscommercial supply. If any third-party provider fails to ~~obtain~~meet ~~marketing~~its ~~approval~~obligations ofto ~~and~~supply ~~commercialize~~drug ~~our~~substance ~~investigational~~or manufacture COMP360, ~~psilocybin~~or ~~treatment~~fails to maintain or achieve satisfactory regulatory compliance, the development of such substance and the commercialization of any treatments, if approved, could ~~have~~be astopped, ~~material~~delayed ~~adverse~~or ~~effect~~made oncommercially ~~our~~unviable, ~~business~~or less profitable or may result in enforcement actions against us;

•WeThere ~~rely~~are ona ~~third~~number ~~parties~~of ~~to supply drug substance and manufacture, package and distribute COMP360 for our clinical trials, and, if approved, we will continue rely on~~ third parties ~~for~~who ~~commercial~~conduct ~~supply, if approved. If any third~~investigator-~~party~~initiated ~~provider fails to meet its obligations to supply drug substance or manufacture COMP360~~studies, or ~~fails to maintain or achieve satisfactory regulatory compliance~~IISs, ~~the~~using ~~development~~COMP360 ofprovided ~~such~~by ~~substances~~us. ~~and~~IISs ~~the commercialization~~ of ~~any~~COMP360 ~~treatments,~~may ifgenerate ~~approved,~~clinical ~~could~~trial bedata ~~stopped,~~that ~~delayed~~raises orconcerns ~~made~~regarding ~~commercially~~the ~~unviable,~~safety ~~less profitable~~ or ~~may~~effectiveness ~~result~~of ~~in enforcement actions against us~~COMP360;

•~~There~~We ~~are~~face asubstantial ~~number~~competition ofand ~~third~~our ~~parties~~competitors ~~who~~may ~~conduct investigator-initiated studies~~discover, develop or ~~IISs,~~commercialize ~~using~~treatments ~~COMP360~~before ~~provided by us. Any failure by a third party to meet its obligations with respect to the clinical development of our investigational COMP360 psilocybin treatment may delay~~ or ~~impair~~more ~~our~~successfully ~~ability~~than tous, ~~obtain~~which ~~regulatory approval for COMP360. IISs of COMP360~~ may ~~generate~~result ~~clinical~~in ~~trial data that raises concerns regarding~~ the ~~safety~~reduction or ~~effectiveness~~elimination of ~~COMP360~~our ~~and~~commercial ~~any data generated in IISs may not be predictive of the results in populations or indications in which we are conducting, or plan to conduct, clinical trials~~opportunities;

•~~Unfavorable~~We ~~global~~may ~~economic~~face ~~conditions~~business ~~could~~interruptions, ~~adversely~~data ~~affect~~loss, ~~our~~unauthorized ~~business,~~access ~~financial~~to ~~condition~~or disclosure of personal health information or ~~results~~other personally identifiable information, failures or significant downtime of ~~operations.~~our ~~Economic~~information ~~uncertainty~~technology ~~and~~systems, ~~worsening~~negative publicity or ~~deteriorating~~reputational ~~global~~damage ~~economic~~resulting ~~conditions~~from ~~and~~cyber-attacks ~~volatile~~on ~~financial~~our systems or other cybersecurity incidents or data breaches; and

•Unfavorable global economic and geopolitical conditions as well as volatility in the financial markets have in the past and could in the future adversely affect our business, financial condition or results of operations.

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market conditions in the U.S. or the UK, as a result of, among other factors, fluctuating inflation and interest rates, the risk of economic slowdown or recession, instability in the banking system, the potential for significant changes in U.S. policies or regulatory environment and the ongoing war between Russia and Ukraine, conflict in the Middle East, the potential for significant changes in U.S. policies or regulatory environment or disruption for U.S. government agencies or similar events, may materially and adversely affect our business, including our ability to raise capital and our financial results;

•A pandemic, epidemic, or outbreak of an infectious disease or other public health crises may materially and adversely affect our business, including our preclinical studies, clinical trials, third parties on whom we rely, our supply chain, our ability to raise capital, our ability to conduct regular business and our financial results;

•We face substantial competition and our competitors may discover, develop or commercialize treatments before or more successfully than us, which may result in the reduction or elimination of our commercial opportunities;

•Our business is subject to economic, political, regulatory and other risks associated with international operations; and

•We may face business interruptions, data loss, unauthorized access to or disclosure of personal health information or other personally identifiable information, failures or significant downtime of our information technology systems, negative publicity or reputational damage resulting from cyber-attacks on our systems or other cybersecurity incidents.

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PART I

ITEM 1. BUSINESS

Overview

We are a biotechnology company dedicated to accelerating patient access to evidence-based innovation in mental health. We are motivated by the need to find better ways to help and empower people with serious mental health conditions who are not helped by existing treatments. We are pioneering a new paradigm for treating mental health conditions focused on rapid and durable responses through the development of our investigational COMP360 psilocybin treatment, potentially a first in class treatment. COMP360 is our proprietary psilocybin formulation that includes our pharmaceutical-grade polymorphic crystalline psilocybin, optimized for stability and purity.

We believe that our COMP360 psilocybin treatment could offer a new approach to treatment of serious mental health conditions, including treatment-resistant depression, or TRD, which is a subset of major depressive disorder, or MDD, post-traumatic stress disorder, or PTSD, and potentially many other serious mental health conditions.

Our initial focus is on TRD, comprising patients who are inadequately served by current treatment options. In 2018, we received Breakthrough Therapy designation from the U.S. Food and Drug Administration, or the FDA, for COMP360 for the treatment of TRD. In November 2021, we announced positive top-line results from our Phase 2b clinical trial evaluating COMP360 for the treatment of TRD. On November 3, 2022, The New England Journal of Medicine published the positive results from our Phase 2b trial. This is the largest, randomized, controlled, double-blind psilocybin treatment clinical trial completed to date. The objective of the Phase 2b study was to evaluate the efficacy and safety of a single dose of investigational COMP360 psilocybin (25mg or 10mg), compared to 1mg, in patients with TRD. The trial achieved its primary endpoint for the 25mg dose, with a 25mg dose of COMP360 demonstrating a statistically significant and clinically relevant treatment difference against the 1mg dose of COMP360 in reducing depressive symptom severity after three weeks.

AtIn ~~the~~2025, ~~beginning~~we completed enrollment for each of ~~2023,~~the wetwo ~~commenced~~pivotal trials in our Phase 3 program evaluating our COMP360 psilocybin treatment in TRD. ~~The~~Each ~~Phase 3 program is composed~~ of the two pivotal trials, ~~each~~has ~~with~~ a long-term follow-up component. The pivotal program design is as follows:

• Pivotal trial 1 (COMP005) (n=~~255~~258): a single dose (25mg) monotherapy compared with placebo.

• Pivotal trial 2 (COMP006) (n= ~~568~~581): a fixed repeat dose monotherapy using three dose arms: 25mg, 10mg and 1mg. This trial is designed to investigate whether a second dose can increase therapeutic response.

• The primary endpoint in both pivotal trials is the change from baseline in the ~~MADRS (~~Montgomery-Åsberg Depression Rating Scale), or MADRS, total score at week 6.

~~Beyond TRD, we have been exploring other indications, including PTSD.~~ In ~~May~~June ~~2024~~2025, we ~~completed~~reported ~~and~~that ~~announced~~the ~~top-line~~first ~~results~~pivotal ~~from~~trial, ~~our~~the ~~open~~COMP005 ~~label~~trial, ~~Phase~~achieved 2its ~~study~~primary toendpoint, ~~assess~~with ~~the~~a ~~safety~~single ~~and~~25mg ~~tolerability~~dose of COMP360 ~~psilocybin~~versus ~~treatment~~placebo indemonstrating ~~participants~~a ~~with~~highly ~~PTSD,~~statistically assignificant areduction ~~result~~in ofsymptom ~~trauma~~severity ~~experienced~~ as ~~adults.~~measured Inby ~~line~~MADRS with ~~the study design, the study enrolled 22 participants, who were monitored for~~ a 12p-~~week~~value ~~period~~of ~~post dosing~~p<0.001 ~~The study met its primary safety endpoint~~ and ~~available~~a ~~secondary~~clinically ~~efficacy endpoints. Study observations included~~ meaningful ~~and~~difference ~~sustained~~of ~~symptom~~-3.6 ~~improvement from baseline~~ in ~~mean~~change ~~CAPS-5~~at ~~total~~six ~~score,~~weeks. aThe ~~measure~~COMP005 oftrial ~~disease~~is ~~severity,~~on-going and inis ~~Sheehan~~comprised ~~Disability~~of ~~Scale~~three ~~(SDS)~~parts: ~~score~~Part A, awhich ~~measure~~concluded ofduring ~~functional~~the ~~impairment~~second inquarter ~~daily life. Administration~~ of ~~COMP360 was well-tolerated~~2025, ~~with~~and awas ~~safety~~blinded ~~profile~~through ~~consistent~~6 ~~with~~weeks; ~~previous~~Part ~~studies~~B, ofwhich ~~COMP360.~~remained ~~Based~~blinded onthrough ~~the~~week ~~data~~26; ~~from~~and ~~this~~Part ~~trial~~C, wewhich ~~are~~contains inan ~~the~~open-label ~~process~~treatment ofpart ~~designing~~from aweek ~~late-stage~~26 ~~PTSD~~to ~~program~~52.

~~The~~In ~~need~~February ~~for~~2026, ~~innovation~~we inannounced ~~mental~~the ~~health~~successful ~~care~~achievement isof ~~significant,~~the ~~given~~primary ~~that~~endpoint ~~current~~in ~~treatment~~our ~~options~~ongoing ~~are~~Phase ~~ineffective~~3 ~~for~~COMP006 ~~millions~~trial ofand ~~people.~~Part ~~Our~~B ~~vision~~results isfrom aour ~~world~~ongoing ofPhase ~~mental~~3 ~~wellbeing~~COMP005 –trial. aWe ~~world~~reported inthat ~~which~~the ~~mental~~COMP006 ~~health~~trial ~~isn’t~~achieved ~~simply~~its ~~the~~primary ~~absence~~endpoint ofwith ~~mental~~two ~~illness~~fixed doses, ~~but~~administered ~~the~~3 ~~ability~~weeks toapart, ~~flourish.~~of WeCOMP360 ~~want~~25 tomg ~~help~~versus ~~reduce~~1 ~~the~~mg ~~stigma~~demonstrating ~~surrounding~~a ~~mental~~highly ~~health,~~statistically tosignificant ~~acknowledge~~reduction ~~that~~in ~~“everyone~~symptom ~~has~~severity with a ~~story,”~~p-value ~~and~~of to<0.001 ~~develop~~and ~~paradigm-changing~~a ~~new~~clinically ~~treatments~~meaningful ~~for~~difference ~~those~~of ~~who~~-3.8 ~~are~~points ~~not~~in ~~helped~~change byat ~~existing~~six ~~treatment options~~weeks.

9Following these data read-outs, we submitted a request for a meeting with the FDA to discuss a rolling submission and review and the FDA has accepted our meeting request.

Beyond TRD, we have been exploring other indications, including PTSD. In May 2024, we completed and announced top-line results from our open label Phase 2 study to assess the safety and tolerability of COMP360 psilocybin treatment in participants with PTSD, as a result of trauma experienced as adults. In line with the study design, the study enrolled 22

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participants who were monitored for a 12-week period post dosing. The study met its primary safety endpoint and available secondary efficacy endpoints. Study observations included meaningful and sustained symptom improvement from baseline in mean CAPS-5 total score, a measure of disease severity, and in Sheehan Disability Scale, or SDS, score, a measure of functional impairment in daily life. Administration of COMP360 was well-tolerated, with a safety profile consistent with previous studies of COMP360. In September 2025, the results of this study were published in the Journal of Psychopharmacology.

Based on the data from this trial, we determined to advance development of COMP360 for PTSD and finalized the design of a Phase 2b/3 clinical trial in PTSD. In January 2026, the FDA accepted our IND application for COMP360 in PTSD, enabling the initiation of a Phase 2b/3 (COMP202) clinical trial in patients living with PTSD.

The phase 2b/3 multicenter, randomized, double-blind, controlled study, with an open label extension, aims to investigate the efficacy, safety, and tolerability of COMP360 in participants with PTSD.

The study is comprised of 2 parts:

Part A (blinded) is a 12-week fixed repeat-dose, double-blinded, controlled part to confirm the efficacy of two administrations of COMP360 25 mg versus two administrations of COMP360 1 mg. The second COMP360 administration session will occur approximately 4 weeks later. The primary efficacy endpoint is the change from baseline in CAPS-5 total severity score at Week 8.

Part B (open-label) is a 40-week open-label follow-up to evaluate the long-term safety and efficacy of treatment in Part A. Eligible participants will receive a single open label retreatment with COMP360 25 mg. In both Part A and Part B, COMP360 may be administered adjunctively to a single permitted oral antidepressant.

The need for innovation in mental health care is significant, given that current treatment options are ineffective for millions of people. Our vision is a world of mental wellbeing – a world in which mental health isn’t simply the absence of mental illness, but the ability to flourish. We want to help reduce the stigma surrounding mental health, to acknowledge that “everyone has a story,” and to develop paradigm-changing new treatments for those who are not helped by existing treatment options.

Our Strategy

Our mission is to accelerate patient access to evidence-based innovation in mental health. Key elements of our strategy to achieve this include:

•~~Advance~~Complete our Phase 3 registrational program and submit our NDA for our investigational COMP360 psilocybin treatment for the treatment of TRD. In 2021, we completed a randomized, controlled Phase 2b clinical trial in 233 TRD patients, at 22 sites across North America and Europe. We announced positive top-line results from this trial in November 2021, the results of which were published in the New England Journal of Medicine in November 2022. Based on the results from the Phase 2b trial, we advanced clinical development in TRD and our Phase 3 registrational program is ongoing. We ~~are~~completed ~~nearing completion of~~ enrollment in ~~our~~both ~~first~~ pivotal ~~study~~trials induring ~~TRD,~~2025 ~~COMP005,~~ and ~~expect~~have toreported ~~report~~that ~~top-line~~we ~~6-week~~successfully ~~data~~achieved in the ~~second~~primary ~~quarter~~endpoint ofin ~~2025~~both pivotal trials. We expect to report 26-week data from our COMP006 study in ~~the~~early ~~second~~third ~~half~~quarter of 2026 and expect to complete our NDA submission in the fourth quarter.

•Expand our investigational COMP360 psilocybin treatment into ~~new~~additional indications, with our next focus on advancing a ~~late-stage~~Phase ~~development~~2b/3 ~~program~~clinical trial in PTSD. We believe that our investigational COMP360 psilocybin treatment may offer beneficial effects in other areas of high unmet need in mental health. ~~Following~~Based on the positive Phase 2a results in May 2024, ~~and~~we ~~securing~~decided ~~additional~~to ~~funding~~advance COMP360 into late-stage development in PTSD. Following the ~~first~~FDA’s ~~quarter~~acceptance of ~~2025~~our IND, we are ~~now~~initiating inour ~~the~~Phase ~~process~~2b/3 ofclinical ~~designing~~trial ~~a late-stage program~~ in PTSD.

•Maximize the potential to reach patients and realize the value of our investigational COMP360 psilocybin treatment by creating a new approach to treating mental health conditions. We retain global development and commercialization rights for our investigational COMP360 psilocybin treatment. ~~and~~If ~~are developing a commercial rollout plan in the event~~ we ~~are~~obtain ~~granted~~FDA approval ~~from~~for ~~regulatory authorities~~COMP360, ~~working~~our ~~with~~first ~~payors~~launch tomarket ~~enable~~will ~~reimbursement~~be ~~and with health systems to enable broad patient access. Delivering COMP360 is expected to require~~ the ~~ability to implement COMP360 seamlessly within a provider’s operating practice~~U.S. Inand ~~order to ensure~~ we ~~understand~~are ~~implementation~~accelerating ~~challenges,~~our wecommercial ~~have~~planning ~~entered~~readiness ~~into~~activities ~~agreements with several representative healthcare delivery centers such as Hackensack Meridian Health, a leading not-for-profit health care organization~~ in ~~New~~the ~~Jersey,~~U.S. and ~~Greenbrook~~plan ~~TMS~~to ~~(acquired~~be bylaunch ~~Neuronetics,~~ready ~~Inc.~~by inthe ~~December~~end ~~2024), which operates a network~~ of ~~treatment centers throughout the United States~~2026. ~~The~~Delivering ~~purpose~~COMP360 ~~of these agreements~~ is expected to ~~research~~require ~~and investigate models for~~ the ~~delivery~~ability ofto ~~scalable,~~implement ~~commercial~~ COMP360 ~~treatment within different types of healthcare delivery systems, assuming FDA approval.~~

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seamlessly within a provider’s operating practice. In order to ensure we understand implementation challenges, we have entered into collaboration agreements with numerous different types of health care delivery systems in the U.S. The purpose of these agreements is to research and investigate models for the delivery of scalable, commercial COMP360 treatment within different types of healthcare delivery systems, assuming FDA approval.

Our Pipeline

We are currently focusing our efforts on progressing our Phase 3 clinical program in TRD and ~~starting~~our aPhase ~~late-stage~~2b/3 ~~development~~clinical ~~program~~trial in PTSD. ~~The following table summarizes the status of all our pipeline assets:~~

Investigational COMP360 Psilocybin Treatment

We are developing our investigational COMP360 psilocybin treatment for the treatment of a range of mental health conditions, with an initial focus on TRD. There is a large unmet need for new treatments to improve the response rate, remission rate, and durability of response for patients suffering with TRD. We believe our investigational COMP360 psilocybin treatment, if successfully developed and approved, represents a promising therapeutic option for TRD, as well as potentially for other mental health and neurological conditions, including PTSD.

TRD

TRD is a subset of MDD. MDD is a condition characterized by a persistent feeling of sadness and heightened negative emotions. It is considered a unipolar condition, which is a distinction between MDD and bipolar depression, the latter of which is often associated with an emotional state fluctuating between depression and hypomania or mania. MDD is a chronic recurring and serious mental health condition associated with high mortality rates, morbidity and diminished quality of life. The World Health Organization estimates as of ~~2023~~2025 that approximately ~~280~~332 million people worldwide are suffering with MDD. ~~The~~ ~~National~~Based ~~Institute~~on ofour ~~Mental~~review ~~Health~~of ~~estimates~~claims asdata, ofwe ~~2021~~estimate that MDD affects approximately 2123 million adults in the U.S. each year. It is estimated that approximately 1012 million adults with MDD in the U.S. are treated with medication and that approximately 1/3 of these medication-treated MDD patients, or approximately 34 million patients, are considered to have TRD.

Due to the limitations of existing treatments, approximately one-third of adults with MDD will not respond to oral antidepressants and are considered to have TRD. TRD is defined as inadequate response to two oral medications. This condition is referred to as TRD. TRD has greater economic and societal cost than non-TRD MDD. TRD patients are often unable to perform daily tasks, are more likely to receive disability or welfare benefits and more frequently have co-occurring conditions compared with non-TRD MDD patients. In several studies, the direct medical costs for patients with TRD were significantly higher than those for non-TRD MDD patients, driven by, among other factors, increased rates of hospitalization and longer average hospital stays. Patients with TRD have a higher all-cause mortality compared with non-TRD MDD patients.

Patients suffering with depression are treated through a variety of approaches, each of which can have significant shortcomings in certain subsets of patients. Most pharmacotherapies for depression target the modulation of the brain’s monoamine receptor system, and have exhibited limited efficacy in a significant portion of patients and can result in high relapse rates. There are only two medicines approved by the FDA for TRD in the US: esketamine and the fixed combination of olanzapine/ and fluoxetine (fluoxetine is a selective serotonergic reuptake inhibitor). Esketamine was approved in 2019 by the FDA. In addition to pharmacotherapies, various forms of somatic intervention are also used, although these treatments tend to be invasive and/or onerous, and there is limited data supporting their long-term benefit. Psychotherapy is another common treatment approach, but it requires a significant time commitment and is subject to large variability in availability and administration. Despite the range of treatments and therapies currently available for depression, patients suffering with TRD continue to be underserved, prolonging a significant health, social and economic burden. We believe patients suffering with TRD need a paradigm-shifting treatment that can deliver rapid and sustained relief of their depression.

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invasive and/or onerous, and there is limited data supporting their long-term benefit. Psychotherapy is another common treatment approach, but it requires a significant time commitment and is subject to large variability in availability and administration. Despite the range of treatments and therapies currently available for depression, patients suffering with TRD continue to be underserved, prolonging a significant health, social and economic burden. We believe patients suffering with TRD need a paradigm-shifting treatment that can deliver rapid and sustained relief of their depression.

Limitations of Existing Therapies for Depression

Because depression has biological, social, psychological, environmental, genetic, and stress-related determinants, many of which co-occur, treatment options are wide-ranging and often combined. Current pharmacological and non-pharmacological treatments, such as antidepressants and psychotherapy, are well-established and efficacious for a subset of MDD patients. However, many patients fail to experience any benefit or have only a partial response and often relapse. Clinicians often rely on a trial-and-error approach, course correcting as patients experience these relapses or difficult side effects. Experts are beginning to recommend a shift to more multi-modal treatments where different types of therapy are delivered concomitantly (i.e., a mix of pharmacotherapy, psychological/behavioral, and device interventions).

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beginning to recommend a shift to more multi-modal treatments where different types of therapy are delivered concomitantly (i.e., a mix of pharmacotherapy, psychological/behavioral, and device interventions).

Patients suffering with TRD are currently treated through a variety of approaches, each of which is associated with significant shortcomings. Consequently, there remains a need for a fast-acting, tolerable treatment that provides a durable response in this patient population. Despite the condition’s largely heterogeneous nature, most pharmacotherapies for depression use the same mechanism of action, targeting the brain’s various monoaminergic neurotransmitters. As evidenced by low response and high relapse rates, currently approved treatments are not effective for a large number of patients. We believe currently available options do not adequately meet the needs of patients suffering with TRD and there is a significant need for a new therapeutic approach.

Pharmacotherapies

There are five main categories of antidepressants available on the market. These are selective serotonergic reuptake inhibitors, or SSRIs, and serotonergic norepinephrine reuptake inhibitors, or SNRIs, atypical antidepressants, monoamine oxidase inhibitors, or MAOIs, and tricyclic antidepressants, or TCAs. These are frequently used in first- and second-line treatment of depression and can also be used after this point. The Star*D trial conducted by the National Institute of Mental Health in 2006 indicates that only approximately 37% of patients achieve remission with their initial antidepressant treatment and once a patient progresses to third and fourth line, their remission rates drop to 14% and 13% respectively.

Currently approved antidepressants have significant limitations, including delayed onset of action, poor therapy adherence rates and substantial side effects. The onset of action for the most commonly used antidepressants is typically between six and eight weeks. Adherence levels are low, with average adherence rates for oral anti-depressant medications over twelve months being approximately 25%.

There is limited evidence to effectively guide clinical decisions following non-response or partial response to first-line antidepressant medications. Recommended treatment approaches include optimizing the current antidepressant dose or switching to an antidepressant in the same or different class. Partial response or lack of response thereafter is recommended to be addressed by combining antidepressants from different pharmacological classes, or augmenting with an alternative medication, primarily with atypical antipsychotics, but also mood stabilizers, anticonvulsants, thyroid hormones and stimulants, and N-methyl-D-asparate, or NMDA, antagonists.

Antipsychotics, such as olanzapine, quetiapine, cariprazine and aripiprazole are routinely used as adjunctive therapies when there is a lack of notable efficacy with an antidepressant. There is an approved combination of olanzapine and fluoxetine (an SSRI) for TRD. However, using antidepressants and antipsychotics together can have serious side effects, such as weight gain, other metabolic complications, sedation, extrapyramidal side effects (movement disorders), and QTc prolongation, which means the ventricles of the heart take longer than usual to recharge between beats.

Esketamine/Ketamine

Ketamine is an NMDA receptor antagonist that has been approved by the FDA for use for several decades in sedation and anesthesia. The S-enantiomer of ketamine, esketamine, is administered intranasally as a spray and has been approved by the FDA to treat TRD in conjunction with an oral antidepressant (2019), to treat depressive symptoms in adults with MDD with acute suicidal ideation or behavior (2020) and as a monotherapy to treat patients with TRD (2025). Ketamine and esketamine require multiple administration sessions. Both are DEA Schedule III products indicating potential for abuse. There are mixed efficacy results associated with the use of esketamine and esketamine treatments require frequent administration in a controlled environment under medical supervision. This frequency makes administration costly for payors and burdensome for patients.

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controlled environment under medical supervision. This frequency makes administration costly for payors and burdensome for patients.

Somatic Therapies

Patients who suffer with severe TRD and have tried several courses of antidepressants are often treated with resource-intensive somatic therapies like electroconvulsive therapy, or ECT, repetitive transcranial magnetic stimulation, or rTMS, vagal nerve stimulation, or VNS, and deep brain stimulation, or DBS. These therapies are generally administered in inpatient settings. Somatic and device-related interventions like ECT and VNS are associated with significant adverse reactions and interventional risks, such as use of general anesthesia and memory loss in the case of ECT, and surgical intervention and infection risk with VNS implantation. Limitations of rTMS include seizures, pain, face twitching and application discomfort. Similarly, DBS has the potential to cause pain and seizures. These treatments are typically reserved for patients who have not been helped by other treatments, and are characterized as high-cost treatment options with reimbursement limited for a subset of these therapies.

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Despite the range of treatments and therapies available for MDD, patients suffering with TRD continue to be underserved, prolonging a significant health, social and economic burden. We believe patients suffering with TRD need a paradigm-shifting treatment that can deliver rapid and sustained relief of their depression.

Post Traumatic Stress Disorder

Like TRD, PTSD is a heterogeneous syndrome that can impact quality of life and lead to diminished cognitive and psychosocial functioning, fractured relationships, inability to maintain employment, substance abuse, high healthcare utilization costs, increased depression, and suicide risk. In some people, PTSD can be difficult to distinguish from anxiety and/or depression. PTSD can occur in people who have experienced or witnessed a traumatic event, such as a natural disaster, serious accident, war or rape. People who experience PTSD may relive their traumatic experience(s) through nightmares and flashbacks, have difficulty sleeping, experience intrusive thoughts and feel detached or estranged. Some people with PTSD experience symptoms immediately after the event, while for others symptoms may appear years later. It isThe ~~estimated~~World Health Organization estimates as of 2025 that approximately ~~311~~3.9% of the global population, or approximately 320 million people globally, will experience PTSD at some point during their lives. ~~Only~~ ~~20 -30% of patients treated with currently approved pharmacological interventions for PTSD will reach full remission.~~ In the U.S., approximately 13 million people suffer from PTSD every year. PTSD disproportionately affects certain demographics including women, people from different racial and ethnic backgrounds and military veterans. The total economic burden for PTSD in the US surpassed $232.2 billion in 2018, or $19,630 per individual with PTSD.

13There are limited treatment options for patients with PTSD. Currently only sertraline and paroxetine are approved by the FDA for PTSD. The FDA has not approved any new treatments for PTSD in over 25 years. There remains significant unmet need for PTSD treatments, as only 20-30% of patients treated with currently approved pharmacological interventions for PTSD will reach full remission.

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Psilocybin Therapy

Mechanism of Action of Psilocybin

There is an accumulating body of evidence that psilocybin may have beneficial effects on depression and other mental health conditions. We believe that there are multiple mechanisms of action for psilocybin that could provide clinical benefit. As shown in the graphic below, by activating a distinct set of receptors in brain areas critical to mood and cognition, psilocybin acts to induce a range of downstream effects that may have important, sustained effects on brain function. In this way, evidence of the molecular, cellular, and systemic effects of psilocybin in the CNS supports the potential for psilocybin in the treatment of mental health conditions.

1. Stimulation of 5-HT2A receptors results in downstream cascades via G-protein signaling.

2. Simultaneous effects involving multiple neurotransmitters and neuronal activation/signaling.

3. Down-regulation of the default mode network, or DMN, and de-synchronization of cortical activity as well as the emergence of new patterns of functional connectivity across the brain.

4. Sustained cellular changes leading to neuroplasticity and “window of opportunity” for therapy.

Molecular Effects of Psilocybin: Partial Agonism of Serotonin Receptors

At the molecular level, psilocybin is rapidly metabolized to its active metabolite psilocin, which is a partial agonist at several 5-hydroxytryptamine (serotonin) 2A, or 5-HT, receptors, also known as serotonin receptors, including 5-HT2A, 2C, and 1A receptors. This means that psilocin binds to and activates these receptors, all of which are expressed in neurons in different areas of the CNS. In particular, many of the prominent acute effects of psilocybin, such as changes in emotion and cognition, are thought to be mediated by 5-HT2A receptor stimulation, an interpretation that is supported by the fact that blocking the 5-HT2A receptor prevents the psychedelic effects of psilocybin in humans. This mechanism of 5-HT2A receptor stimulation is also implicated as a possible component of the antidepressant action of SSRIs, although these are thought to operate by inhibiting reuptake of serotonin by presynaptic neurons. In contrast, psilocin is believed to initiate an antidepressant effect by directly activating this receptor. The relevance of 5-HT2A receptors in modulating depressive symptoms may is supported by the abundant expression of these receptors in areas of the brain that have important roles in regulating cognitive and emotional processing. Additionally, 5-HT2A receptors are expressed in other key regions of the brain, like the hippocampus and nucleus accumbens, which are associated with functions like memory and reward processing, respectively.

Cellular Effects: Activation of Downstream Signaling Cascades

Activation of 5-HT2A receptors by agonist ligands such as psilocin can modulate a number of downstream signaling cascades to alter the structure and function of neurons, which are important signaling components of the CNS. The 5-HT2A

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receptor is a G-protein coupled receptor, which means that it predominantly relays signals through a family of proteins called G-proteins. Specifically, the main signaling cascade downstream of 5-HT2A receptors occurs via the Gαq/11 protein and leads to increased intracellular calcium release within the cell. In turn, this may promote neuron growth and function. However, non-canonical 5-HT2A receptor signaling cascades specific to certain cell or tissue types may also exist, as there is evidence of certain downstream effects of psychedelic agonists occurring via the Gαi/o protein, which typically downregulates signaling pathways related to neurotransmitter release, for example, within neurons. This diverse range of cellular signaling cascades that may be modulated by psilocin likely underlie some of the local circuit-level effects of the drug.

Local Circuit-Level Effects: Neurotransmitter Release and Neuroplasticity

The consequences of 5-HT receptor signaling cascades as modulated by psilocin include (i) changes in activation of neurons in the brain, (ii) neuroplasticity, and (iii) alteration of neurotransmitter release. The activation of neurons, or depolarization, corresponds to positive ions flowing into these cells, which ultimately drives signal transmission and communication between neurons.

Neuroplasticity refers to the ability of the nervous system to reorganize its structure and connections leading to new or adapted functions. This can involve the generation of new neurons, changes in neuron morphology and connectivity, and neurobiochemical changes in receptor and neurotransmitter levels. In particular, the expression of immediate early genes, or IEGs, such as Early Growth Receptor-1, or EGR-1 and Early Growth Receptor-2, or EGR-2, is induced by psilocin. IEGs are genes activated in response to external stimuli and are associated with depolarization. IEGs produce transcription factors that may cause wider changes in gene regulation and, in turn, could enable longer-term neuroplastic changes through structural and connectivity changes at the synapse. The fact that EGR-1 and EGR-2 appear to be induced specifically by psychedelic compounds suggests that these genes could be relevant to the acute and sustained effects of these drugs.

Systemic Effects: Changes in Brain Activity and Functional Connectivity

At the systemic level, psilocybin has been shown to alter the synchronicity of neuronal activation within and between different brain networks, during the psychedelic experience and afterwards. One network that has displayed altered functioning after psilocybin treatment in recent studies is the default mode network, or DMN, a network of brain areas that shows increased activation during self-referential mental activity and recollection of prior experiences and reduced activation during attention-demanding tasks. During the acute experience, psilocybin appears to temporarily reduce synchronicity of areas within the DMN, whereas connectivity between other brain areas and networks is substantially increased.

The below figure is a visualization of the acute changes in brain network connectivity when healthy volunteers were administered with placebo (left) or psilocybin (right). Lines represent connections between or within brain networks (shown as nodes), with the width of those lines representing the weight of each connection. The size of each node corresponds to the sum of its weighted connections. Colors represent communities of networks or regions that are more commonly connected to one another than networks in different communities.


Simplified Visualization of the Acute Changes in Brain Network Connectivity
	Placebo	Psilocybin

Study analyzed fMRI (functional magnetic resonance imaging) data from healthy volunteers to compare resting-state functional brain connectivity after intravenous infusion of placebo and psilocybin. Adapted from Petri et al, 2014.

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On the day after these acute effects, individuals administered with psilocybin may exhibit increased synchronicity within the DMN, as well as changes between areas of the DMN and other brain regions. These brain network alterations may indicate the emergence of novel patterns of connectivity upon decoupling of the DMN and could lead to longer-term changes, such as altered emotional processing, that may ultimately affect behavior.

Investigational COMP360 Psilocybin Clinical Development Programs

COMP360 is our proprietary psilocybin formulation that includes our pharmaceutical-grade polymorphic crystalline psilocybin, optimized for stability and purity. We have conducted and/or are conducting clinical development programs in TRD, PTSD and anorexia nervosa.

In our clinical trials, health care professionals, who possess an active license in good professional standing and have the relevant education, experience and training, are engaged and adhere to the below protocols, which are designed to monitor and safeguard clinical trial participants during their psychedelic experience. We have a manualized and standardized process to train healthcare professionals for consistent delivery across all our trial sites. An outline of the support model used in our clinical trials and our training program was published in January 2025 in the peer-reviewed American Journal of Psychiatry.

Our trial protocols provide that such support is delivered over three different phases: preparation, the COMP360 administration session, and post-administration follow-up ~~(integration)~~.

•Preparation: The objectives of the preparation sessions are to establish a therapeutic alliance between the patient and healthcare professional, and to demonstrate and practice the skills of self-directed inquiry and experiential processing, which we believe are critical for embracing the psychedelic experience in the psilocybin administration session. We have created an online preparation platform and MyPathfinder app for patients where they can learn more about what to expect from the experience and how to prepare for it.

•COMP360 administration: A COMP360 administration session lasts approximately six to eight hours and at least one healthcare professional is present throughout the session to monitor and safeguard participants in our clinical trials. The healthcare professional’s goal during the session is to establish psychological safety, minimize anxiety and encourage openness to all emerging experiences. The session takes place in a room designed to have a comfortable and calming ambience. Patients wear eye shades to help them focus internally, lie on a bed, and listen to a carefully curated music playlist through a high-quality sound system and earphones. After the acute effects of psilocybin subside, patients are evaluated for safety and discharged.

•Post-administration follow-up ~~(integration)~~: The objectives of the follow-up sessions are to help patients process the range of emotional and physical experiences facilitated by the psychedelic experience and to integrate any new insights that can lead to cognitive and behavioral changes. We believe COMP360 psilocybin can give patients a sense of agency, whereby they feel separate from their symptoms and empowered to make changes in their lives.

The methods used in our clinical trials are based on our current understanding of psilocybin’s potential to disrupt dysfunctional neural pathways, to allow patients to generate new insights and perspectives leading to reduced negativity or rigidity in thinking. This rapid modification of thought patterns can be uncomfortable or anxiety-provoking. In our clinical trials, healthcare professionals refrain from intervening with the patient’s experience, unless required for safety reasons.

Phase 2b Trial of Our COMP360 Psilocybin Treatment in TRD

In 2021, we completed a Phase 2b international multi-site, randomized, controlled, double-blind, dose-finding clinical trial to assess the safety and efficacy of active doses of COMP360 (10mg or 25mg) compared with 1mg COMP360 in 233 patients suffering with TRD, across 22 trial sites in 10 countries in North America and Europe. In November 2022, The New England Journal of Medicine published the positive results from our Phase 2b trial of COMP360 psilocybin treatment for TRD.

Trial Design

Participants who were on serotonergic medications were required to taper off their medicine at least two weeks prior to the baseline (Day -1) visit. Prior to administration, participants received at least one, and up to three, preparatory sessions with an assigned healthcare professional, in order to be informed and prepared for the COMP360 psilocybin session. During the COMP360 psilocybin session, a single dose of COMP360 was administered to participants. The objective was to provide a

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safe and supportive environment during the session. Participants received two post-administration follow-up ~~(integration)~~ sessions with their healthcare professionals in which the psychedelic experience was discussed. Participants were followed for up to 12 weeks, with a visit the day after administration followed by weekly visits for the first three weeks, and visits every three weeks for the remaining nine weeks.

Primary, secondary and exploratory endpoints

The primary endpoint of this trial was the change in the MADRS total score from baseline to week 3. MADRS, as assessed by independent raters in native language, is a widely accepted assessment of mood disorders. This variable was also being analyzed for change from baseline to Day 2, weeks 1, 6, 9 and 12. This Phase 2b clinical trial was powered to capture a statistically significant reduction in MADRS.

Secondary endpoints of the trial included:

•The proportion of participants with a response (defined as a ≥50% decrease in MADRS total score from baseline) at week 3;

•The proportion of participants with remission (defined as a MADRS total score ≤10) at week 3;

•The proportion of participants who had a sustained response at week 12. Sustained response was defined as the proportion of participants fulfilling response criteria at any visit up to and including week 3, that also fulfills response criteria at all subsequent visits up to and including week 12; and

•Time to event measures: including restarting of antidepressant medication for any reason, suicidality, hospitalization for depression, and relapse from a previous response to COMP360 psilocybin treatment.

The safety and tolerability of COMP360 in study participants was assessed based on AEs, vital signs, clinical laboratory assessments, ECG findings and suicidal ideation/behavior (measured using the Columbia-Suicide Severity Rating Scale, or C-SSRS score, at all visits).

The trial also assessed exploratory endpoints including, but not limited to, quality of life (EQ-5D-3L), functional impairment (Sheehan Disability Scale, SDS), psychosocial functioning (Work and Social Adjustment scale, WSAS), cognition (Digit Symbol Substitution Test, DSST), anxiety (Generalized anxiety disorder, GAD-7), and self-reported depression severity (QIDS-SR-16).

Enrollment Criteria

We recruited a total of 233 adult patients with TRD into the trial. We define patients with TRD as those who meet Diagnostic and Statistical Manual of Mental Disorders, 5th Edition, or DSM-5, diagnostic criteria for a single or recurrent episode of MDD without psychotic features, who have not responded to an adequate dose and duration of two, three, or four pharmacological treatments for the current episode of depression.

Clinical findings

The Phase 2b study met its primary endpoint. The 25mg group vs the 1mg group showed a -6.6 difference on the MADRS depression scale at week 3 (p<0.001). The 25mg group demonstrated statistical significance on the MADRS efficacy endpoint on the day after the COMP360 psilocybin administration, day 2 (p=0.002). The 10mg vs 1mg dose did not show a statistically significant difference at week 3. The MADRS was assessed by independent raters who were remote from the trial site, and blind to intervention and study design, effectively creating a triple blind.

Change from baseline in MADRS total score

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MADRS = Montgomery-Åsberg Depression Rating Scale

At week 3, 36.7% (29 patients) in the 25mg group were classified as responders (defined as a ≥50% decrease in MADRS total score from baseline), compared with 17.7% (14 patients) in the 1mg group. Furthermore, 29.1% (23 patients) in the 25mg group were deemed to be in remission (defined as a MADRS total score ≤10) at week 3, compared with 7.6% (6 patients) in the 1mg group. At week 12, 20.3% (16 patients) in the 25mg group were sustained responders (defined as meeting the MADRS response criteria at week 3 and week 12, and at least at one visit out of week 6 and week 9) compared with 10.1% (8 patients) in the 1mg group.

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~~MADRS~~COMP360 ~~response~~was generally well tolerated, with more than 90% of treatment-emergent adverse events, or TEAEs, being mild or moderate in severity and ~~remission~~greater ~~rates~~than 77% of TEAEs occurring on the day of administration being resolved on the same day or the next day. 179 patients reported at least one TEAE; the most common TEAEs across treatment groups (>10% overall incidence) were headache, nausea, fatigue, and insomnia. There were 12 patients, 5 patients in the 25 mg group, 6 patients in the 10 mg group and 1 in the 1 mg group, who reported treatment-emergent serious adverse events, or TESAEs. These TESAEs included, among others, suicidal behavior, intentional self-injury, and suicidal ideation, which are regularly observed in a TRD patient population. Two thirds of the patients had previous thoughts of wishing to be dead, as assessed by a suicidality scale completed during patient screening; this included all patients reporting one of these adverse events, meaning that patients who experienced these events during the trial had said in patient screening that they had had suicidal thoughts prior to the trial.

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MADRS = Montgomery-Åsberg Depression Rating Scale

MADRS sustained response rates

MADRS = Montgomery-Åsberg Depression Rating Scale. Number of sustained responders stated in bar.

Patients meeting the MADRS response criteria at any visit up to and including week 3 and at all subsequent visits up to and including at week 12, and who did not start any new treatments for depression.

As well as looking at clinician-rated depression severity on the MADRS, the trial explored other aspects recognized as being important for patients with TRD - and essential to recovery - including positive and negative affect, anxiety, self-rated depression severity, quality of life, functioning and cognition. These exploratory measures also showed that patients in the 25mg dose group of COMP360 psilocybin treatment reported benefits on those measures over those in the 1mg group. On the Positive and Negative Affect Schedule measuring positive and negative affect, patients in the 25mg group had a higher increase in positive affect (e.g., including feeling interested, excited, strong) and a greater decrease in negative affect (including feeling distressed, upset, afraid) on the day after COMP360 administration and at the questionnaire’s final administration at week 3. On scales measuring anxiety (the Generalized Anxiety Disorder – 7 item scale), self-rated depression (QIDS-SR-16) and functioning (Sheehan Disability Scale and Work and Social Adjustment Scale), a greater improvement was also shown at week 3 by patients in the 25mg group compared with the 1mg group. A post-hoc analysis of the 16 sustained responders in the 25mg group found that changes in quality of life, self-reported depression severity, and functioning, were clinically meaningful, with mean scores for these patients returning to “normal” levels and maintained to 12 weeks, the end of the trial. Additionally, sustained responders were found to have clinically meaningful increases in positive affect from baseline at day 2 and week 3.

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COMP360 was generally well tolerated, with more than 90% of treatment-emergent adverse events (TEAEs) being mild or moderate in severity and greater than 77% of TEAEs occurring on the day of administration being resolved on the same day or the next day. 179 patients reported at least one TEAE; the most common TEAEs across treatment groups (>10% overall

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incidence) were headache, nausea, fatigue, and insomnia. There were 12 patients, 5 patients in the 25 mg group, 6 patients in the 10 mg group and 1 in the 1 mg group, who reported treatment-emergent serious adverse events (TESAEs). These TESAEs included, among others, suicidal behavior, intentional self-injury, and suicidal ideation, which are regularly observed in a TRD patient population. Two thirds of the patients had previous thoughts of wishing to be dead, as assessed by a suicidality scale completed during patient screening; this included all patients reporting one of these adverse events, meaning that patients who experienced these events during the trial had said in patient screening that they had had suicidal thoughts prior to the trial.

Overall, 209 patients completed the study; there were five withdrawals from the 25mg group, nine from the 10mg, and 10 from the 1mg.

Phase 2 Study of COMP360 Psilocybin Treatment as Adjunct to SSRI Antidepressants

In addition to our completed Phase 2b trial, we also completed a Phase 2 trial of the safety and efficacy of COMP360 in TRD patients when administered as an adjunct to SSRIs. Results of this study were published in Neuropsychopharmacology in July 2023.

This open-label study included 19 patients from clinical sites in Ireland and the United States. The primary endpoint was the change in baseline MADRS total score at 3 weeks in patients having 25mg COMP360 psilocybin treatment given in augmentation with their existing SSRI antidepressant regimen.

Clinical Findings

The baseline MADRS score of participants entering the study was 31.7, representing moderate to severe depression. At week 3, 8 of the 19 participants (42.1%) were responders and all 8 were also remitters. The mean reduction from baseline observed in MADRS total score was 14.9 at week 3. There was a rapid response from day 2 to week 3 after COMP360 therapy, which is consistent with the Phase 2b result.

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Change from baseline in MADRS total score

COMP360 psilocybin treatment using a 25mg dose also showed overall signals of improvement in most other measures including improvement in anxiety, clinician and self-rated depressive symptoms, and positive and negative affect.

25mg COMP360 psilocybin treatment was generally well-tolerated when it was administered simultaneously with the patient’s existing SSRI treatment. There were no TEAEs classed as serious (life threatening, leading to disabilities, hospitalization or in general medically significant) and no TEAEs related to suicidal ideation or behavior or intentional self-injury.

Long-Term Phase 2 Study

~~During~~In ~~2022~~March 2025, wethe ~~completed~~results afrom ~~long~~our observational, 52-~~term~~week follow-up study (COMP004) of 66 participants who took part in our Phase 2b trial were published in the Journal of Clinical Psychiatry. Of the 66 participants, 22 participants were in the 25mg group, 19 participants were in the 10mg group, 17 participants were in the 1mg group and 8 participants were in the 25mg plus SSRI group. The primary endpoint of this ~~Phase~~COMP004 ~~2b follow-up~~ study was the median time to a new depressive event. The pre-specified primary analysis was of the median time for such an event for all participants in our Phase 2b trial, not only those who ~~took~~enrolled ~~part~~ in the ~~long-term~~COMP004 ~~follow-up~~ study. The median time to a new depressive event was 92 days for the COMP360 25mg group compared to 86 days for the 10mg group and 62 days for the 1mg group.

InA ~~an additional~~ post- hoc analysis toof ~~support~~ the ~~primary~~58 ~~endpoint~~participants ~~only~~who ~~including~~enrolled ~~those~~in ~~participants~~the COMP004 from our Phase 2b ~~study~~trial ~~who~~revealed ~~took~~a ~~part~~substantial difference in ~~the~~median ~~long-term~~time ~~follow~~to updepressive ~~study~~event ~~(COMP004)~~for those in the ~~median~~25 ~~time~~mg togroup ~~such~~compared anto ~~event~~the ~~was~~10mg ~~longer~~and ~~(189~~1mg ~~days)~~groups, ~~for~~with ~~the~~median ~~COMP360~~times ~~25mg~~of ~~group~~189 ~~compared~~days tofor the ~~10mg~~25 mg group, (43 days) ~~and~~for the ~~1mg~~10 mg group, (and 21 days) ~~(patients~~for ~~entering~~the ~~from~~1 ~~our~~mg ~~Phase 2b study)~~group.

~~Twenty-seven~~COMP360 orwas 40generally well tolerated.9% ofThree participants ~~had~~reported anexperiencing ~~adverse~~a ~~event~~treatment ~~that~~emergent ~~was~~serious ~~ongoing~~adverse asevent ~~of,~~post-enrollment orto ~~started~~COMP004, ~~after~~occurring ~~week~~more ~~12.~~than In6 ~~addition,~~months after a ~~lower~~single ~~proportion~~dose ofadministration ~~participants~~and ~~started~~all ~~new~~deemed ~~treatments~~unrelated ~~for~~to ~~depression~~study indrug. ~~the~~With ~~25mg~~respect ~~and~~to ~~10mg~~adverse ~~arm~~events, ~~compared~~twenty-seven toor ~~the 1mg arm~~40. ~~Suicidality~~9% ~~was~~of ~~recorded~~participants ashad an adverse event ~~twice~~that inwas ~~the~~ongoing ~~25mg~~as ~~group~~of, ~~twice~~or ~~in the 10mg group~~started, ~~and~~after ~~once~~week ~~in the 1mg group~~12. ~~The~~ ~~outcomes~~In ~~of the long-term follow-up study informed the design of our Phase 3 registrational program~~addition, ~~including investigating whether~~ a ~~second~~lower ~~administration~~proportion of ~~COMP360~~participants ~~may~~started ~~achieve~~new ~~improved~~treatments ~~durability,~~for ~~response~~depression ~~and~~in ~~remission~~the ~~outcomes.~~25mg

~~Phase 3 Registrational Program and Supportive Studies~~17

Our Phase 3 program evaluating our COMP360 psilocybin treatment in TRD is ongoing. The Phase 3 program is composed of two pivotal trials, each with a long-term follow-up component. The pivotal program design is as follows:

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•and ~~Pivotal~~10mg ~~trial~~arm 1compared ~~(COMP005)~~to ~~(n=255):~~the a1mg ~~single~~arm. ~~dose~~Suicidality ~~(25mg)~~was ~~monotherapy~~recorded ~~compared~~as ~~with~~an ~~placebo.~~adverse Weevent ~~are~~across ~~conducting~~all ~~the~~arms ~~COMP005~~with ~~study~~two atin ~~sites~~each inof the ~~U.S.~~25mg Wegroup ~~are~~and ~~nearing~~the ~~completion~~10mg ofgroup, ~~enrollment~~ and ~~expect~~one toin ~~report~~the ~~top~~1mg group. The outcomes of the long-~~line~~term ~~six~~follow-~~week~~up ~~data~~study ininformed the ~~second~~design ~~quarter~~ of ~~2025~~our ~~and~~Phase ~~then~~3 ~~the~~registrational ~~26-week~~program, ~~005~~including ~~data~~investigating ~~once~~whether ~~all~~a ~~participants~~second inadministration ~~the~~of ~~006~~COMP360 ~~trial~~may ~~have~~achieve ~~completed~~improved ~~Part~~durability, Aresponse ofand ~~the~~remission ~~‘006 trial~~outcomes.

•Phase ~~Pivotal~~3 ~~trial~~Registrational 2 (COMP006) (n= 568): a fixed repeat dose monotherapy using three dose arms: 25mg, 10mg and 1mg. This trial is designed to investigate whether a second dose can increase therapeutic response. We are conducting this study at sites in the U.S., UK, Canada and Europe. We expect to report 26-week data by the second half of 2026.Program

•We ~~The~~are ~~primary~~conducting ~~endpoint~~two inPhase ~~both~~3 pivotal trials. The first pivotal trial, COMP005, is a randomized, double-blind, placebo-controlled study, with 258 dosed participants across 40 trial sites in the ~~change~~United ~~from~~States, ~~baseline~~and is assessing the efficacy and safety of a single dose of 25 mg COMP360 versus placebo for reducing symptom severity in ~~MADRS~~TRD ~~total~~(COMP360 ~~score~~25 atmg: ~~week~~n=171; 6placebo: n=87). The second pivotal trial, COMP006, is a randomized, double-blind study with 581 dosed participants across 116 trial sites in the United States, Canada and Europe and is comparing the efficacy and safety of two fixed doses, taken three weeks apart, of 25 mg COMP360 to 10 mg COMP360 and 1 mg COMP360 (25 mg: n=296; 10 mg: n=142; 1 mg: n=143).

The primary endpoint in both pivotal trials is the change from baseline in the MADRS total score at week 6.

Each of these trials has three parts: Part A is the primary efficacy portion at Week 6, Part B is a blinded 20 week portion and Part C is a 26-week open-label portion. In Part B, participants who complete Part A will be followed for 20 weeks and those who meet criteria for re-treatment will have the option to receive an additional treatment dose according to their assigned dose. Participants who complete part B and go into Part C during which participants who meet criteria for re-treatment may receive a 25mg dose of COMP360 psilocybin. We believe that this design will enable us to appropriately characterize the efficacy, safety and durability of COMP360 administration.

~~During~~Clinical the first quarter of 2023, we also commenced a Phase 2 (n=102) study to investigate the safety and tolerability of COMP360 psilocybin treatment in patients with major depressive disorder, or MDD. In addition, pharmacokinetics of COMP360 psilocybin treatment will be investigated. We expect to submit the results of this study as part of our submission package for approval of COMP360 psilocybin treatment in TRD.Findings

COMP005 Trial

We reported that the first pivotal trial, the COMP005 trial, achieved its primary endpoint, with a single 25mg dose of COMP360 versus placebo demonstrating a highly statistically significant reduction in symptom severity as measured by MADRS with a p-value of p<0.001 and a clinically meaningful difference of -3.6 in change at six weeks. The COMP005 trial is on-going and is comprised of three parts: Part A, which concluded during the second quarter of 2025, and was blinded through 6 weeks; Part B, which remained blinded through week 26; and Part C, which contains an open-label treatment part from week 26 to 52.

Primary endpoint - Change in MADRS at Week 6

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Part B - Change in MADRS through Week 26

Through the randomized and blinded Part B up to week 26, the results show that there was a consistent separation between 25 mg of COMP360 and placebo. During Part B, based on pre-specified criteria, participants were eligible either for a second administration of the treatment to which they were randomized or to resume antidepressants. During Part B, 70% of participants in the 25mg arm and 53% of participants in the placebo arm received a second administration.

For participants who had a clinically meaningful reduction in MADRS (≥ 25%), a statistically significant rapid onset from the day following administration was maintained at all measured timepoints through Week 6 in the 25 mg arm. Twenty-five percent of participants in the 25 mg arm achieved a clinically meaningful reduction in MADRS (≥ 25%) at Week 6 with durability lasting out through 26 weeks after just one or two doses of 25 mg. Over 40% of those who achieved a clinically meaningful reduction in MADRS but had not remitted by 6 weeks went into remission after the second dose in Part B.

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COMP006 Trial

We reported that the second pivotal trial, the COMP006 trial, achieved its primary endpoint with two fixed doses, administered 3 weeks apart, of COMP360 25 mg versus 1 mg demonstrating a highly statistically significant reduction in symptom severity with a p-value of <0.001 and a clinically meaningful difference of -3.8 points in change at six weeks. Thirty-nine percent of participants in the 25 mg arm achieved a clinically meaningful reduction in MADRS (≥ 25%) at Week 6. For participants who achieved a clinically meaningful reduction in MADRS (≥ 25%), a statistically significant rapid onset from the day following administration was maintained at all measured timepoints through Week 6 in the 25 mg arm.

Primary endpoint - Change in MADRS at Week 6

Phase 3 Program - Safety Data

Across Parts A and B of the ongoing COMP005 trial and Part A of the ongoing COMP006 trial, COMP360 is demonstrating a generally well tolerated and safe profile, with most TEAEs being mild or moderate in severity and resolving within a day. In Parts A and B of the ongoing COMP005 trial, 66% of TEAEs occurred on the day of administration and 88% of TEAEs resolved within a day. In Part A of the ongoing COMP006 trial, 73% of TEAEs occurred on the day of administration and 83% of TEAEs resolved within a day. For Parts A and B of the ongoing COMP005 trial, the most common TEAEs across treatment groups (>10% overall incidence) were headache, nausea and visual hallucination. For Part A of the ongoing COMP006 trial, the most common TEAEs across treatment groups (>10% overall incidence) were headache, nausea, anxiety, visual hallucination, illusion, dizziness, fatigue, crying and increased blood pressure. In the ongoing COMP005 trial, through 26 weeks, there were 11 TESAEs reported by 8 participants in the 25 mg arm. In the ongoing COMP006 trial, through Part A, there were 6 TESAEs reported by 6 participants in the 25 mg arm. Across both trials, for the data available as of our February 17, 2026 data announcement, the rate for SAE suicidal ideation was less than 1% and there was only one event of SAE suicidal behavior, which occurred in the 1 mg arm in COMP006.

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Phase 2 Study in PTSD

WeIn ~~completed~~August a2025, the results from our Phase 2 clinical trial to assess the safety and tolerability of COMP360 psilocybin treatment, as a monotherapy in participants with PTSD, as a result of trauma experienced as adults~~. It was a multicenter~~, ~~fixed-dose open label study. Participants~~ were ~~required~~published toin ~~taper~~the ~~off~~Journal ~~their medicines. Twenty-two participants received a single 25mg dose~~ of ~~investigational COMP360 psilocybin treatment~~Psychopharmacology. ~~In line with the study design, participants were monitored for a 12-week period post dosing.~~

InTrial ~~May~~Design ~~2024, we reported top-line results from this study. The study met its primary safety endpoint~~ and available secondary efficacy endpoints. Study observations included meaningful and sustained symptom improvement from baseline in mean CAPS-5 total score, a measure of disease severity, and in Sheehan Disability Scale (SDS) score, a measure of functional impairment in daily life. Administration of COMP360 was well-tolerated, with a safety profile consistent with previous studies.Demographics

The Phase 2 trial was a multicenter, fixed-dose open label trial. Participants were required to taper off their medicines. Twenty-two participants received a single 25mg dose of investigational COMP360 psilocybin treatment, along with support and monitoring provided by a licensed medical professional, which consisted of preparing participants for the treatment session, observing and being present with participants during the session and supporting them after the session. In line with the study design, participants were monitored for a 12-week period post dosing. Primary endpoint was safety at week 12; available secondary endpoints were change in CAPS-5 from baseline and change in SDS total score from baseline.

The mean baseline severity of symptoms was a baseline of 47.5 (minimum of 25; maximum of 64) CAPS-5 total score, which is considered severe. The CAPS-5 assessment involves a structured interview that provides a PTSD diagnosis and measures symptom severity. The average age of participants at the time of screening was 39 and patients diagnosed with complex PTSD were excluded from study eligibility. The study was conducted at The Institute of Psychiatry, Psychology and Neuroscience at King’s College London, Icahn School of Medicine at Mount Sinai in New York and Sunstone Therapies in Rockville, Maryland.

Clinical Findings

The study met its primary safety endpoint and available secondary efficacy endpoints. Study observations included meaningful and sustained symptom improvement from baseline in mean CAPS-5 total score, a measure of disease severity, and in Sheehan Disability Scale or SDS, score, a measure of functional impairment in daily life. Administration of COMP360 was well-tolerated, with a safety profile consistent with previous studies.

The key findings include:

• Administration was generally well tolerated, with no serious adverse events observed. There were no treatment-emergent serious adverse events. Treatment-emergent adverse events included headache (n=11 or 50.0%), nausea (n=8 or 36.4%), crying (n=6 or 27.3%), and fatigue (n=6 or 27.3%). There were two adverse events of suicidal ideation that resolved during the study. The first was a moderate and transient event which resolved on administration day in a patient who went on to be a responder, and it was deemed to be related to study drug. The second event was mild and occurred at week 7 in a non-responder, resolved during the study, and was deemed to be possibly related to study drug. Both participants had previous history of suicidality as measured by the Columbia-Suicide Severity Rating Scale.

• Durable improvement in symptoms from baseline observed following a single administration. Improvement in mean CAPS-5 total score from a baseline of 47.5 was observed (29.9 point reduction at week 4 and 29.5 point reduction at week 12).

• Improvement over time in ~~Sheehan Disability Scale (~~SDS) measure of functional impairment over 12 weeks. From a mean SDS total score of 22.7 at baseline, there was a 11.7 point reduction at week 4 and a 14.4 point reduction at week 12.

• High and sustained rates of response and remission relative to baseline, with early onset of symptom improvement. Response, as defined by patients experiencing a ≥ 15-point improvement on CAPS-5 score, was 81.8% at week 4 and 77.3% at week 12. Remission, as defined by CAPS-5 total score of ≤ 20, was 63.6% at week 4 and 54.5% at week 12.

• No patients withdrew from the study and no patients returned to antidepressant medication treatment during the trial.

24The outcomes of this Phase 2 trial informed the design of our Phase 2b/3 trial in PTSD.

Phase 2b/3 Trial in PTSD

The phase 2b/3 multicenter, randomized, double-blind, controlled trial, with an open label extension, aims to investigate the efficacy, safety, and tolerability of COMP360 in participants with PTSD.

The study is comprised of 2 parts:

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~~The~~Part ~~open-label,~~A ~~multi-center,~~(blinded) ~~phase~~is ~~2 safety study evaluated investigational COMP360 psilocybin treatment in 22 patients with PTSD resulting from trauma in adulthood. Participants received~~ a ~~single~~12-week ~~25mg~~fixed repeat-dose, ~~along~~double-blinded, ~~with~~controlled ~~psychological~~part ~~support.~~to ~~Psychological~~confirm ~~support~~the ~~was~~efficacy ~~provided~~of bytwo aadministrations ~~licensed~~of ~~medical~~COMP360 ~~professional~~25 tomg ~~ensure~~versus ~~patient~~two ~~safety,~~administrations ~~which consisted~~ of ~~preparing~~COMP360 ~~participants~~1 ~~for~~mg. ~~the~~The ~~treatment~~second ~~session,~~COMP360 ~~observing~~administration ~~and being present with patients during the~~ session ~~and~~will ~~supporting~~occur ~~them~~approximately ~~after~~4 ~~the~~weeks ~~session~~later. ~~Primary~~The ~~endpoint~~primary ~~was~~efficacy ~~safety~~endpoint atis ~~week~~the ~~12;~~change ~~available~~from ~~secondary~~baseline ~~endpoints were change~~ in CAPS-5 ~~from baseline and change in SDS~~ total severity score ~~from~~at ~~baseline~~Week 8.

~~The~~Part ~~mean~~B ~~baseline severity of symptoms was a baseline of 47.5~~ (~~minimum of 25; maximum of 64~~open-label) ~~CAPS-5 total score, which~~ is ~~considered~~a ~~severe.~~40-week ~~The~~open-label ~~CAPS~~follow-5up ~~assessment~~to ~~involves~~evaluate athe ~~structured~~long-term ~~interview~~safety ~~that~~and ~~provides~~efficacy aof ~~PTSD~~treatment ~~diagnosis~~in ~~and~~Part ~~measures symptom severity~~A. ~~The~~Eligible ~~average age of~~ participants atmay ~~the~~receive ~~time~~a ofsingle ~~screening~~open ~~was~~label 39retreatment ~~and patients diagnosed~~ with ~~complex~~COMP360 ~~PTSD~~25 ~~were excluded from study eligibility~~mg. ~~The~~In ~~study~~both ~~was~~Part ~~conducted~~A ~~at The Institute of Psychiatry, Psychology~~ and ~~Neuroscience~~Part ~~at King’s College London~~B, ~~Icahn~~COMP360 ~~School~~may ofbe ~~Medicine~~administered atadjunctively ~~Mount~~to ~~Sinai~~a insingle ~~New~~permitted ~~York~~oral ~~and Sunstone Therapies in Rockville, Maryland~~antidepressant.

Phase 2 ~~Study~~Trial in Anorexia

WeIn ~~closed~~August ~~enrollment~~2025, inwe ~~the~~reported ~~second~~data ~~half~~from ~~of 2024 for~~ a double-blind randomized controlled Phase 2 clinical trial investigating the safety and efficacy of COMP360 psilocybin in participants with anorexia nervosa. It iswas a multicenter study and enrolled 32 patients. WeThis ~~expect~~Phase to2 ~~report~~clinical ~~data~~trial ~~from~~evaluated ~~this~~COMP360 dosed at 25mg against a control arm of participants receiving COMP360 1mg. There was an encouraging positive signal of improvement in eating disorder symptom score sustained through 12 weeks in the 25mg arm, but the low overall numbers of participants and high number of dropouts in the control arm (only 6 of the 11 participants in the control arm completed the study) limited the statistical power of the study. The safety profile was aligned with the high-risk patient population of anorexia nervosa and no unexpected safety signals were reported. There was no clinically meaningful imbalance in ~~2025~~suicidal ideation across arms.

Other Indications: Investigator-Initiated Studies, or IISs

With respect to clinical studies, we work with leading academic institutions and researchers under IIS clinical trial agreements. These institutions include: Imperial College London, King’s College London, Maryland Oncology Hematology, New York State Psychiatric Institute at Columbia University Medical Center, Sheppard Pratt, UC San Diego School of Medicine, University of Copenhagen, and University of Zurich. The indications previously explored or currently being explored in these IIS signal-generating and mechanistic studies include: anorexia nervosa, autism, bipolar type II depression, body dysmorphic disorder, chronic cluster headache, depression in cancer, MDD, severe TRD, and suicidal ideation.

We supply our IIS researchers with COMP360 psilocybin and encourage the open publication of all study findings. If an IIS using COMP360 psilocybin produces results with the potential to improve mental health care, we may seek to advance this research through a clinical development program, with the goal of making it available for patients, although we have no pre-existing contractual right to do so. In addition to providing our IIS researchers with COMP360 psilocybin, we have in the past offered, and may continue to offer, support with regulatory submissions. Through our IIS collaborations, we ultimately hope to bring more innovation to patients, as quickly and safely as possible.

In May 2022, we announced that we would fund an IIS that will use COMP360 psilocybin to explore how COMP360 psilocybin affects specific brain pathways in autistic adults. The double-blind, randomized, placebo-controlled study will investigate whether there is a difference in the function of serotonin brain networks in autistic and non-autistic adults. The researchers will use a range of imaging techniques and behavioral tasks to examine how the serotonin system is modulated by COMP360 psilocybin. This exploratory study is being conducted by a research scientist who is employed by us and is a PhD student at King’s College London. The study is being conducted at the Institute of Psychiatry, Psychology & Neuroscience, (or IoPPN), at King’s College London and is co-sponsored by King’s IoPPN and South London and Maudsley NHS Foundation Trust. It will enroll 70 adult participants, including 40 autistic people and 30 non-autistic people.

Data from IISs

In 2020, Imperial College London, London, UK completed an IIS of COMP360 titled “Psilocybin for Major Depressive Disorder: Comparative Mechanisms” (Psilodep-RCT, ClinicalTrials.gov Identifier: NCT03429075). In this randomized, double-blind, exploratory clinical trial, the efficacy and mechanisms of action of COMP360 were compared with those of a six-week course of the SSRI, escitalopram. A total of 59 adult participants with MDD of at least moderate severity were randomized to receive either two 25mg doses of COMP360 three weeks apart or six weeks of daily escitalopram (10mg for three weeks and 20mg for the following three weeks) alongside two 1mg doses COMP360 three weeks apart. In both trial arms, participants received psychological support as part of the trial. The primary efficacy endpoint of the change from baseline on the 16-item Quick Inventory of Depressive Symptomatology-Self-Report (QIDS-SR-16) showed a two-point trend in favor of the COMP360 arm which was apparent from week 1. Adjusted-response rates for QIDS-SR-16 (defined as ≥50% reduction from baseline in the QIDS-SR-16 total score) at week 6 were 70.2% for the COMP360 arm vs. 48.0% for the escitalopram arm and adjusted-remission rates (defined as a QIDS-SR-16 total score ≤5) at week 6 were 57.1% and 29.1%, respectively. For the MADRS – a more widely used and accepted clinician-rated scale which Compass is using as the primary endpoint in their clinical trials – a least square means treatment difference of -7.2 was found. Similar patterns were found on

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escitalopram arm and adjusted-remission rates (defined as a QIDS-SR-16 total score ≤5) at week 6 were 57.1% and 29.1%, respectively. For the MADRS – a more widely used and accepted clinician-rated scale which Compass is using as the primary endpoint in their clinical trials – a least square means treatment difference of -7.2 was found. Similar patterns were found on other secondary endpoints measuring work and social functioning, anxiety, avoidance, anhedonia, and wellbeing. This work has been published in the New England Journal of Medicine (Carhart-Harris et al. 2021).

In 2021, Maryland Oncology Hematology at the Aquilino Cancer Center in Rockville, Maryland, U.S. completed an IIS of COMP360 titled “The Safety and Efficacy of Psilocybin in Cancer Patients with Major Depressive Disorder” (ClinicalTrials.gov Identifier: NCT04593563). In this open-label study involving 30 patients with a cancer diagnosis and MDD, patients received a 25mg dose of COMP360 in conjunction with psychological support. Patients began with an average MADRS score of 25.9, representing moderate depression and after COMP360 psilocybin treatment, the average score decreased by 19.1 points. A sustained response (a decrease of ≥50% in the MADRS total score from baseline observed at any visit up to and including week 3, and also fulfilled at week 8) was seen in 24 patients; 15 patients showed remission of depressive symptoms (a MADRS score <10) one week after a single dose of COMP360, which was sustained up to eight weeks. COMP360 psilocybin treatment was found to be generally well-tolerated with no treatment-related serious adverse events. Adverse effects on the day of dosing were transient and as expected in line with other studies included headache, changes in sensory perception, and mood alteration. Top-line results were published in JAMA Oncology in April 2023 and the full results and methodology from this study were published in Cancer in December 2023.

In 2022, Sheppard Pratt Health System completed an IIS of COMP360 titled “An Open Label Study of the Safety and Efficacy of COMP360 in Participants With Severe Treatment-Resistant Depression (P-TRD)”. The investigator presented data from this study at the Society of Biological Psychiatry Annual Meeting in the second quarter of 2022. In this open-label study involving 12 patients with severe treatment-resistant depression, patients received a 25mg dose of COMP360 with psychological support. All participants had tried at least five antidepressant treatments without success, prior to joining the study. The researchers found that 58.3% (n=7) of the participants had maintained MADRS response criteria at 12 weeks after COMP360 psilocybin administration, and a quarter had maintained remission (n=3). There was no increase in the suicidality score based on the MADRS, and no treatment-related serious adverse events were reported throughout the study.

In 2022, the University of California San Diego School of Medicine completed an IIS of COMP360 titled “Evaluation of Psilocybin in Anorexia Nervosa: Safety and Efficacy.” (ClinicalTrials.gov Identifier: NCT04661514). The investigator presented data from this study at the Society of Biological Psychiatry Annual Meeting in the second quarter of 2022. In this open-label study involving 10 patients with anorexia nervosa, patients received a 25mg dose of COMP360 in conjunction with psychological support. The primary aim of this study was to assess the safety and tolerability of a single 25mg dose of psilocybin in participants with anorexia nervosa based on adverse events, changes in vital signs, electrocardiograms and clinical laboratory tests. Forty percent (n=4) experienced clinically meaningful reductions at the 3-month follow-up, based on global score on the Eating Disorder Examination, (or EDE). Participants demonstrated nominally statistically significant reductions in shape concerns on the EDE at the 1-month follow-up (mean change from pre-treatment=1.3; p=0.028), and nominally statistically significant reductions in eating concerns on the EDE at the 3-month follow-up (mean change from pre-treatment=1.1; p=0.047). Changes in weight concerns on the EDE were approaching nominal statistical significance at the 3-month follow-up but were not statistically significant (mean change from pre-treatment=1.2). COMP360 psilocybin treatment was well-tolerated with no treatment-related serious adverse events reported. In July 2023, the results of this study showing the potential of investigational COMP360 psilocybin treatment in anorexia nervosa were published in Nature Medicine.

In 2022, Sheppard Pratt Health System completed an IIS of COMP360 titled “The Safety and Efficacy of Psilocybin in Participants With Type 2 Bipolar Disorder ~~(BP-II)~~ Depression.” (ClinicalTrials.gov Identifier: NCT0443384512). The investigator presented data from this study at the Annual Meeting of the American College of Neuropsychopharmacology ~~(ACNP)~~ in December 2022. In this open-label study involving 14 patients with type 2 bipolar depression, patients received a 25mg dose of COMP360 with psychological support. The study found that 86% (12 out of 14) of the participants met response and remission criteria for the MADRS scale at 12 weeks after COMP360 psilocybin treatment. There was no increase in the suicidality score based on the MADRS, no manic symptoms and no unexpected adverse events or difficulties with the dosing sessions reported throughout the study. No treatment-related serious adverse events were reported. In December 2023, the results of this study demonstrating the potential of investigational COMP360 psilocybin treatment in type 2 bipolar depression were published in JAMA Psychiatry.

In 2022, University of Zurich completed an IIS of COMP360 titled “Phase II, Randomized, Double Blind, Placebo Controlled, Parallel Group, Single Center Study of Psilocybin Efficacy in Major Depression.” (ClinicalTrials.gov Identifier: NCT03715127). The investigator published data from this study in The Lancet (Von Rotz et al, Lancet 2023; 56:101809). In this double-blind, randomized clinical trial, 52 patients with major depressive disorder were randomized 1:1 to receive either a single, moderate dose (0.215 mg/kg body weight) of COMP360 psilocybin or placebo in conjunction with psychological

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this double-blind, randomized clinical trial, 52 patients with major depressive disorder were randomized 1:1 to receive either a single, moderate dose (0.215 mg/kg body weight) of COMP360 psilocybin or placebo in conjunction with psychological support. MADRS and Beck's Depression Inventory, (or BDI), scores were assessed to estimate depression severity and the primary endpoints were defined as changes from baseline to two weeks after the administration of COMP360. At the two-week endpoint, response rates resulted in 58% for MADRS (COMP360 psilocybin: 15/26 vs. Placebo: 4/26; P = 0.0034) and for BDI in 54% (COMP360 psilocybin: 14/26 vs. Placebo: 3/26; P = 0.0025). At the two-week endpoint, remission rates were reported in 54% of patients for MADRS (COMP360 psilocybin: 14/26 vs. Placebo: 3/26; P = 0.0023) and assessed by BDI in 46% (COMP360 psilocybin: 12/26 vs. Placebo: 3/26; P = 0.013). Adverse events were in line with other studies and included headache, dizziness, nausea and diarrhea. No cases of suicidal behavior occurred during the trial period of approximately one month and no treatment-related serious adverse events were reported.

Preclinical and Drug Discovery Programs

Prior to our strategic reorganization in the fourth quarter of 2024 and decision to stop all non-COMP 360 preclinical activities to allow us to focus entirely on advancing development of our investigational COMP360 psilocybin treatment, we progressed a number of preclinical initiatives during 2024. We retain rights to these preclinical assets and may in the future decide to resume our preclinical activities.

Mechanistic Studies

We continue to work with a small group of academic researchers and CROs to investigate mechanistic characteristics of psilocybin treatment. We currently have a network of studentships predominantly within the United Kingdom (namely at the following universities: University of Oxford, University of Bristol, University of Reading and University of Southampton, University of Cardiff) to research elements of this work. Our mechanistic research utilizes our COMP360 and currently focuses on the following themes: 

•Study of the mechanisms by which psilocin, the active moiety of our high-purity polymorphic crystalline formulation of psilocybin, and other psychedelic agents engage receptors in recombinant cell-based assays (collaboration with Professor Trevor Sharp, University of Oxford). The aim here is to understand which systems are optimal to use for discovery research, how different drugs may influence receptor-mediated signal transduction, and how mechanisms of biased agonism may play into mechanistic effects; 

•Through collaborations with the University of Bristol (Professor Emma Robinson and Professor Jack Mellor , in particular), we are also investigating the integrated electrophysiological response to psychedelic administration, to determine how changes in neuronal excitatory activity mediate brain-wide changes in resting state network activity and how these influence sustained changes in behavior;

•Preclinical academic collaborations with the University of Bristol, Harvard University, Oxford University and the Southern Denmark University have studied the effects of our high-purity polymorphic crystalline formulation of psilocybin on different aspects of behavior, including affective bias, reward learning and compulsive behavior that may provide insights relevant to information processing alterations frequently observed in mental health conditions. In particular, work at the University of Oxford (collaboration with Professor Mark Walton) is utilizing novel behavioral pharmacological techniques to assess the impact of our high-purity polymorphic crystalline formulation of psilocybin for effects on cognitive flexibility at periods hours to days after administration.

•Collaborations with the University of Reading and the University of Southampton also focus on understanding what the potential role of inflammatory modulating processes might be in the mechanism of action of COMP360, and consider whether COMP360 may have utility in other types of CNS indications. Collaborations with the University of Cardiff (Professor Dominic Dwyer) will also consider effects of COMP360 on measures of affective behavior and anhedonia in transgenic mice carrying disease-relevant genetic mutations, and integrate these findings with cellular and electrophysiological changes; 

These studies will further our understanding of the mechanism of action for COMP360 and could inform our future decisions over which other indications, if any, to explore, beyond TRD and PTSD.

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Drug Discovery Center

On August 5, 2020, we established a Drug Discovery Center under a sponsored research agreement with the University of the Sciences in Philadelphia, Pennsylvania (which merged into Saint Joseph’s University in 2022), or USciences, to focus on developing optimized psychedelic and related compounds targeting the 5-HT2A receptor, which is believed to mediate the potential therapeutic effects of psychedelics. Further to the strategic reorganization we announced in the fourth quarter of 2024 and our decision to stop non-COMP360 preclinical and discovery work and focus all our resources on advancing development of our investigational COMP360 treatment, this agreement with USciences was not renewed and will terminate in the second quarter of 2025.

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potential therapeutic effects of psychedelics. Further to the strategic reorganization we announced in the fourth quarter of 2024 and our decision to stop non-COMP360 preclinical and discovery work and focus all our resources on advancing development of our investigational COMP360 treatment, this agreement with USciences was not renewed and will terminate in the second quarter of 2025.

Pursuant to the agreement, USciences performed research services on our behalf, and granted us an exclusive, royalty bearing, worldwide license, including rights to sublicense, all jointly held intellectual property for any and all purposes, and a non-exclusive, fully paid-up, worldwide license to any pre-existing intellectual property utilized over the course of performing the services. As of December 31, 2024, we had identified one compound under this agreement. If in the future we decide to resume development efforts for this compound, we would be obligated to make tiered payments upon completion of certain milestones to USciences for up to an aggregate of $0.9 million per licensed product covered by a valid claim of a patent included in the intellectual property rights licensed to us under the agreement, as well as a low single-digit royalty percentage on annual net sales of licensed products covered by a valid claim of a patent included in the intellectual property rights licensed to us under the agreement, subject to certain reductions. In addition, USciences is entitled to a low double-digit percentage of sublicense revenue for agreements entered into prior to a Phase 2 trial, and a mid-single-digit percentage of sublicense revenue for agreements entered into after the start of a Phase 2 trial.

Ongoing research on prodrug development led to a number of potential candidate leads being identified. We retain rights to these potential candidates and in the future to the extent that we decide to resume non-COMP360 preclinical activities we may continue such potential candidates through further research-based development.

Investment

Delix Therapeutics

OnWe ~~March~~have 6,a ~~2020~~strategic weinvestment ~~made~~in Delix Therapeutics, Inc., a ~~strategic~~clinical-stage ~~investment~~neuroscience tocompany ~~acquire~~developing novel neuroplasticity-promoting therapeutics for psychiatric and neurological disorders. In March 2020, we purchased 1,250,000 shares of series seed preferred stock. inIn ~~Delix~~November ~~Therapeutics~~2025, ~~Inc.,~~we participated in a ~~clinical-stage~~simple ~~neuroscience~~agreement ~~company~~for ~~developing~~future ~~novel~~equity ~~neuroplasticity~~financing to the extent of our pro-~~promoting~~rata ~~therapeutics~~ownership ~~for~~of ~~psychiatric~~Delix and ~~neurological~~invested ~~disorders~~an additional approximately $20,500..

Using Digital Technology

We believe digital technology can help increase patient access to mental health treatment and services and manage their mental health conditions. Furthermore, digital tools have the potential to enable greater self-care, as they may support patients managing depressive episodes on their own and may complement and augment psychotherapy and pharmacological treatments.

Working with third parties, we currently use digital technology in our clinical trials in a number of ways:

•An online and mobile app preparation platform for participants in our TRD trial to educate them and help prepare them for their psilocybin experience;

•A web-based “shared knowledge” interactive healthcare professional training platform, complementing our comprehensive face-to-face training program;

•Collection of measurements in our clinical trials, including remote data collection using mobile devices so patients do not need to travel into study sites for all in-clinic visits;

•Collection of some digital phenotyping information through the measurement of human-smartphone interactions; and

•Harnessing AI and natural language processing capabilities to potentially characterize the mechanism of change and assess fidelity to our treatment protocol for psychological support.

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We have built an in-house digital team with experience in digital technology, engineering and AI, which we refer to as augmented intelligence as well as artificial intelligence. This team has focused on researching and developing proprietary digital tools and technology to test evidence-based methods for assessing mental health treatments. We are exploring externalizing this team and these technologies and the associated intellectual property to a new company established by our co-founders, George Goldsmith and Ekaterina Malievskaia that could potentially support an evidence-based approach for any company developing or delivering mental health treatments. We expect to have a final decision on this externalization in the second quarter of 2025.

Manufacturing and Supply

We do not own or operate, and currently have no plans to establish, any manufacturing facilities. We rely on contract drug manufacturing organizations, or CDMOs, to synthesize the active pharmaceutical ingredient, or API, that comprises COMP360, and to blend the API excipients and encapsulate. All manufacturing processes are contracted to be compliant with current Good Manufacturing Practice, (or cGMP). We expect to continue to rely on third parties for the production of all clinical supply drug substance and drug product that we may use. We use additional contract manufacturers to fill, label, package, store and distribute our drug product. We currently rely on a single supplier for our API but have identified additional manufacturers who have the appropriate experience and expertise to act as back-up suppliers of API and fill-and-finish services. We believe we maintain sufficient supply of API to avoid any material disruptions in the event of any need to replace one or more of our suppliers.

Commercialization

If our COMP360 psilocybin treatment is approved, we plan to use our own sales and marketing capabilities, targeting public and private healthcare providers and clinic networks in the U.S. In select geographies outside the U.S., we may enter into commercialization collaborations with third parties who have complementary commercial capabilities.

We recognize that COMP360 psilocybin treatment, if approved, represents a new approach for many clinical practices and that delivering COMP360 is expected to require the ability to implement COMP360 seamlessly within a provider’s operating practice. In order to ensure we understand implementation challenges, we have entered into a number of collaboration agreements with numerous different types of ~~healthcare~~health care delivery ~~centers~~systems in the U.S. We have entered into collaboration agreements with Greenbrook Mental Wellness Centers (acquired by Neuronetics, ~~including~~Inc. in December 2024), a leading provider of interventional psychiatric treatments in the U.S.; Hackensack Meridian Health, a leading not-for-profit health care organization in New Jersey, ~~and~~addressing ~~Greenbrook~~the ~~TMS~~full ~~(acquired~~continuum byof ~~Neuronetics,~~care ~~Inc.~~for inpeople ~~December~~living ~~2024)~~with mental health conditions; Reliant Medical Group, ~~which~~an ~~operates~~Optum acompany ~~network~~and ofintegrated ~~treatment~~primary ~~centers~~and ~~throughout~~specialty ~~the~~care ~~United~~organization; ~~States~~Journey Clinical, toa ~~research~~leading ~~and~~psychedelic-assisted ~~investigate~~psychotherapy ~~models~~platform ~~for~~in the ~~delivery~~US; Mindful Health Solutions, one of ~~scalable~~the U.S.’s leading providers of innovative behavioral health care; HealthPort, ~~commercial~~a ~~COMP360~~multi-site ~~psilocybin~~comprehensive ~~treatment~~community ~~within~~health ~~various~~organization ~~types~~helping people impacted by social determinants of ~~healthcare~~health; ~~delivery~~and ~~systems~~Radial Health, ~~assuming~~a ~~FDA~~growing ~~approval.~~ national network of interventional psychiatry

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practices leveraging technology and operations expertise to optimize models of care delivery. The goal of these collaborations is to research and investigate models for the delivery of scalable, commercial COMP360 psilocybin treatment within various types of healthcare delivery systems, assuming FDA approval.

We have established Centers of Excellence to serve as research facilities and innovation labs. In strategic collaboration with King’s College London and South London and Maudsley NHS Foundation Trust, or SLaM, we opened The Center for Mental Health Research and Innovation with an overarching goal of accelerating patient access to evidence-based innovation in mental health care by driving forward research in psychedelic therapies through, among other things, the development of working model psychedelic treatment clinics, training programs, conducting clinical trials, and data analysis. The Center currently serves as a clinical trial site for our Phase 3 COMP006 trial.

Competition

Our industry is characterized by many newly emerging and innovative technologies, intense competition and a strong emphasis on proprietary product rights. While we believe that our investigational COMP360 psilocybin treatment represents a fundamental shift in the treatment paradigm relative to other TRD treatments, we face potential competition from many different sources, including major pharmaceutical, biopharmaceutical, specialty pharmaceutical and biotechnology companies, academic institutions, governmental agencies and medical research organizations. Any product candidates that we successfully develop and commercialize, including our investigational COMP360 psilocybin treatment, will compete with the standard of care and new therapies, both pharmacological and somatic, that may become available in the future.

Currently, only two pharmacotherapies are approved for TRD in the U.S.: Spravato (esketamine), marketed by Janssen, which is an NMDA receptor antagonist; and olanzapine and fluoxetine hydrochloride capsules, which are available generically. Because TRD, by definition, encompasses patients who have not been helped after two or more MDD therapies, antidepressants indicated for use in MDD are frequently prescribed, combined or augmented with a second agent to treat TRD patients. Several biopharmaceutical companies have therapies in clinical development for TRD. We are aware that Supernus Pharmaceuticals, Neurocrine Biosciences, GH Research and Beckley Psytech, among others, are developing treatments for TRD or inadequate response to treatment in major depressive disorder.

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Pharmaceuticals, Neurocrine Biosciences, GH Research and Beckley Psytech, among others, are developing treatments for TRD or inadequate response to treatment in major depressive disorder.

Multiple somatic therapies are also used in TRD, such as ECT and rTMS. Psychotherapeutic approaches, like CBT, are used for MDD and TRD patients.

We also face competition from 501(c)(3) non-profit medical research organizations, including the Usona Institute. In March 2024, Usona Institute announced the launch of its Phase 3 trial evaluating the efficacy and safety of psilocybin 25 mg in as a treatment for major depressive disorder, which is expected to enroll approximately 240 adult patients. Usona has 2629 clinical trial sites, ~~continues~~completed toenrollment ~~progress~~for its Phase 3 trial and expects to complete the primary endpoint in its Phase 3 trial in April ~~2025~~2026 and the long-term follow-up portion of its Phase 3 trial in ~~April~~December 2026. Such non-profits may be willing to provide psilocybin-based products at cost or for free, undermining our potential market for COMP360. In addition, a number of for-profit biotechnology companies or institutions are specifically pursuing the development of psilocybin to treat mental health illnesses, including Helus Pharma, Inc. (formerly Cybin Inc.), or Helus. In March 2024, ~~Cybin~~Helus announced the design of its Phase 3 program for its deuterated psilocybin analog for the adjunctive treatment of major depressive disorder, which includes two Phase 3 trials and is expected to enroll approximately 550 adult patients. In November 2024, ~~Cybin~~Helus announced the initiation of its Phase 3 program.

We are aware of other organizations or institutions evaluating the use of psilocybin in mental health and neurocognitive conditions. In addition, there are various companies exploring other psychedelic compounds for the treatment of mental health and neurocognitive conditions.

Many of the pharmaceutical, biopharmaceutical and biotechnology companies with whom we may compete have established markets for their therapies and have substantially greater financial, technical, human and other resources than we do and may be better equipped to develop, manufacture and market superior products or therapies. In addition, many of these potential competitors have significantly greater experience than we have in undertaking non-clinical studies and human clinical trials of new therapeutic substances and in obtaining regulatory approvals of human therapeutic products. Accordingly, our competitors may succeed in obtaining FDA, EMA or MHRA approval for alternative or superior products. In addition, many competitors have greater name recognition and more extensive collaborative relationships. Smaller and earlier-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies. An increasing number of companies are increasing their efforts in discovery of new psychedelic compounds.

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Patents and Other Intellectual and Proprietary Rights

Obtaining, maintaining and defending global patents and other intellectual property, (“or IP”), rights, whether independently or in collaboration with our partners, are of key importance in the protection and commercialization of ~~the~~our ~~Company’s~~ innovative therapies and technology solutions. We shall continue to seek global patent, trademark, and trade secret protection of our innovations in the U.S., EU, UK, and other key jurisdictions. This includes pursuing patent protection for our novel high-purity polymorphic crystalline psilocybin and related manufacturing processes, pharmaceutical compositions, formulations, and methods of treatment of psychiatric and neurological indications, including TRD, MDD, PTSD, and anorexia.

Upon regulatory approval in a particular jurisdiction, we will also seek to meaningfully protect our innovations by asserting available regulatory exclusivity including regulatory data protection and market exclusivity. For example, upon approval from the ~~U.S.~~ FDA, we may be entitled to five years of regulatory exclusivity for New Chemical Entity, or NCE, status and upon approval from the European Medicines Agency, or EMA, we may be entitled to ten years of regulatory exclusivity.

We will defend our patents and other IP and proprietary rights as appropriate if and when we are subjected to third-party challenges (e.g., litigation, post-grant review, inter-partes review, oppositions).

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Patents and Patent Applications

Our patent portfolio related to COMP360 includes the following patents and published patent applications:

Territory

Patent Number/Application Number

Subject Matter

Expiration Date

Corresponding Ex-U.S. Patents and Patent Applications or PCT National Stage Applications

10,519,175

Methods of treating treatment-resistant depression

ca.2038*

Australia, Brazil, Canada, China, Colombia, Eurasian Patent Organization, European Patent Office, Hong Kong, Indonesia, Israel, India, Japan, Republic of Korea, Mexico, Malaysia, New Zealand, Philippines, Russia, Saudi Arabia, Singapore, Thailand, and South Africa.

10,947,257

Oral dosage forms of crystalline psilocybin; Methods of treating major depressive disorder (MDD)

ca.2038*

10,954,259

Crystalline psilocybin; Pharmaceutical formulations; Method of treating MDD

ca.2038*

11,180,517

Method of treating treatment-resistant depression

ca.2038*

11,505,564

Method of manufacturing

ca.2038*

11,629,159

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