株探米国株
英語
エドガーで原本を確認する
false000181659000018165902025-10-262025-10-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 26, 2025
COMPASS PATHWAYS PLC
(Exact Name of Registrant as Specified in Its Charter)
England and Wales 001-39522 Not applicable
(State or other Jurisdiction of Incorporation)
(Commission
File Number)
(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)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class  
Trading
Symbol(s)
  Name of each exchange on which registered
American Depositary Shares, each representing one ordinary share, nominal value £0.008 per share   CMPS   The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐






Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 26, 2025, the board of directors (the “Board”) of COMPASS Pathways plc (the “Company”) appointed Jeff Jonas, M.D., to join the Board, effective October 29, 2025, and designated him as a Class II director. Dr. Jonas will serve as a director and hold office until: (a) the next annual general meeting following his appointment, when he shall retire, but shall then be eligible for re-election; or (b) his earlier resignation or removal in accordance with the Company’s articles of association. Dr. Jonas was also appointed as a member of the audit and risk and the scientific committees of the Board.

Dr. Jonas has served as a partner at Cure Ventures, a life sciences venture capital firm, since January 2024. From November 2022 until September 2023, Dr. Jonas served as the chief executive officer of ABio-X, a Boston area biotechnology incubator. Previously, Dr. Jonas served as the chief innovation officer of Sage Therapeutics, Inc., a publicly-traded biopharmaceutical company (subsequently acquired by Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN) ("Sage")), from December 2020 to November 2022 and as the chief executive officer and president of Sage from August 2013 to December 2020. Dr. Jonas currently serves on the board of directors of Generation Bio Co (Nasdaq: GBIO) where he has served since 2018 and multiple private biotechnology companies. He currently serves as a member of the scientific advisory board for Delix Therapeutics. Previously, Dr. Jonas served on the boards of directors of Sage, from August 2013 to December 2024 and of Karuna Pharmaceuticals, Inc., a publicly-traded biopharmaceutical company, from October 2018 until its acquisition by Bristol Myers Squibb (NYSE: BMY) in March 2024. Dr. Jonas earned his B.A. from Amherst College and M.D. from Harvard Medical School. He completed a residency in psychiatry at Harvard Medical School, and he served as chief resident in psychopharmacology at McLean Hospital, Harvard Medical School.

Dr. Jonas will receive cash and equity compensation in accordance with the Directors’ Remuneration Policy for Non-Executive Directors (“Director Compensation Policy”). Pursuant to the Director Compensation Policy, upon joining to the Board on October 29, 2025, Dr. Jonas will receive an option to purchase 52,000 ordinary shares, nominal value £0.008 per share, of the Company (the “Ordinary Shares”) (or American Depository Shares (“ADSs”) equal to that number of ordinary shares) under the Company’s 2020 Share Option and Incentive Plan, with an exercise price equal to the closing price of the Company’s ADSs on the Nasdaq Global Select Market on the date of grant. This initial option grant will vest in 36 equal monthly installments over three years, subject to Dr. Jonas’s continued service through each applicable vesting date. In accordance with the Director Compensation Policy, Dr. Jonas will be eligible to receive an annual option grant on the date of each annual shareholder’s meeting and annual cash retainers of $40,000 for serving on the Company’s Board, $10,000 for serving as a member of the audit and risk committee and $6,000 for serving as a member of the scientific committee.

There was no arrangement or understanding between Dr. Jonas and any other person pursuant to which Dr. Jonas was selected as a director. Other than the Deed of Indemnity described in the following paragraph, Dr. Jonas is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”). There are no family relationships between Dr. Jonas and any director or executive officer of the Company.

Dr. Jonas also entered into the Company’s standard Deed of Indemnity, the form of which was filed as Exhibit 10.6 to the Company’s registration statement on Form F-1/A filed with the Securities and Exchange Commission on September 14, 2020.

As part of this Board transition, on October 28, 2025, Thomas Lönngren provided notice that he would retire from his position on the Board and committee positions effective as of December 31, 2025. Mr. Lönngren’s decision to retire from the Board was not the result of any disagreement with the Company on any matter relating to the operations, policies or practices of the Company.

Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.



The following exhibits are filed herewith:
Exhibit
No.
Description
99.1
104
Cover page interactive data file (embedded within Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMPASS PATHWAYS PLC
Date: October 29, 2025 By: /s/ Teri Loxam
Teri Loxam
Chief Financial Officer


EX-99.1 2 exhibit991pressreleasedate.htm EX-99.1 Document
Exhibit 99.1
Compass Pathways Appoints Dr. Jeffrey Jonas to Board of Directors
LONDON & NEW YORK--(October 29, 2025)-- Compass Pathways plc (Nasdaq: CMPS), a biotechnology company dedicated to accelerating patient access to evidence-based innovation in mental health, today announced the appointment of Dr. Jeffrey Jonas to its Board of Directors, effective immediately. Dr. Jonas brings more than three decades of leadership in pharmaceutical research and development, with a particular focus on neuroscience.
As part of this Board transition, Thomas Lönngren will retire from his position on the Board at the end of December after more than six years of service. Mr. Lönngren has been an invaluable counselor across the company’s achievements, including the advancement of the COMP360 program and transition from an early-stage to late-stage clinical company.
“With Compass leading the field of psychedelics and looking ahead to potential commercialization for COMP360, we are grateful to have Dr. Jonas’ extensive experience in neuroscience, an area in which he has consistently driven breakthroughs in treatment,” said Kabir Nath, Chief Executive Officer of Compass Pathways. “Along his career, Dr. Jonas has demonstrated a deep commitment to translating cutting-edge science into meaningful clinical impact, which will be highly beneficial as we work to bring COMP360, if approved, to patients in need of new treatment options. On behalf of the entire company and Board, I also want to thank Thomas Lönngren for his insights and thought leadership through the years as he prepares to retire later this year.”
Dr. Jonas is a partner at Cure Ventures, a life sciences venture capital firm focused on advancing transformative therapeutics. Dr. Jonas has held executive leadership roles across various life science organizations. At Sage Therapeutics, Dr. Jonas served as Chief Executive Officer from 2013-2020, and subsequently as Chief Innovation Officer from 2020-2022 and was a member of the Board from 2013-2024. Earlier in his career, he was President of the Regenerative Medicine Division at Shire Pharmaceuticals, guiding strategic direction and driving key R&D milestones. He also held senior roles at ISIS Pharmaceuticals, Forest Laboratories, and Upjohn Laboratories.
Dr. Jonas currently serves on the Board of Directors of Generation Bio Co. (Nasdaq: GBIO), and chairs the Board of Noema Pharma, a clinical-stage biotech company targeting debilitating central nervous system (CNS) disorders. Previously, Dr. Jonas served on the board of directors of Karuna Therapeutics, Inc. He has an extensive record of over 40 years of peer-reviewed scientific publications focused on psychiatric disorders, pharmacotherapy and neuropsychopharmacology. Dr. Jonas earned his B.A. from Amherst College and his M.D. from Harvard Medical School. He completed his psychiatry residency at Harvard, where he also served as Chief Resident of Psychopharmacology at McLean Hospital.


“The growing mental health crisis demands bold, science-driven innovation. I am excited to support the Compass team in its mission to transform mental health care through the development of a paradigm-changing treatment. Their pioneering approach has the potential to redefine how we treat some of the most challenging conditions, offering hope to millions of people,” said Dr. Jeffrey Jonas.
About Compass Pathways
Compass Pathways plc (Nasdaq: CMPS) is 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 synthetic psilocybin treatment, potentially a first in class treatment. COMP360 has Breakthrough Therapy designation from the US Food and Drug Administration (FDA) and has received Innovative Licensing and Access Pathway (ILAP) designation in the UK for treatment-resistant depression (TRD).
Compass is headquartered in London, UK, with offices in New York in the US. We envision a world where mental health means not just the absence of illness but the ability to thrive.
Forward-looking statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. In some cases, forward-looking statements can be identified by terminology such as “may”, “might”, “will”, “could”, “would”, “should”, “expect”, “intend”, “plan”, “objective”, “anticipate”, “believe”, “contemplate”, “estimate”, “predict”, “potential”, “continue” and “ongoing,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements include express or implied statements relating to, among other things, statements regarding our business strategy and goals; the potential for the pivotal phase 3 program in TRD or any future trials to support regulatory filings and approvals; our expectations regarding the safety or efficacy of our investigational COMP360 psilocybin treatment, including as a treatment for treatment of TRD; any implication that past results will be predictive of future results; our ability to obtain regulatory approval and adequate coverage and reimbursement; our ability to transition from a clinical-stage to a commercial-stage organization and effectively launch a commercial product, if regulatory approval is obtained; and our expectations regarding the benefits of our investigational COMP360 psilocybin treatment. The forward-looking statements in this press release are neither promises nor guarantees, and you should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, many of which are beyond Compass’s control and which could cause actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements.


These risks, uncertainties, and other factors include, among others: uncertainties associated with risks related to clinical development which is a lengthy and expensive process with uncertain outcomes, and therefore our clinical trials may be delayed or terminated and may be more costly than expected; interim, top-line or preliminary data from our ongoing clinical trials and results from earlier trials may not be predictive of future results; our need for substantial additional funding to achieve our business goals and if we are unable to obtain this funding when needed and on acceptable terms, we could be forced to delay, limit or terminate our clinical trials; our efforts to obtain marketing approval from the applicable regulatory authorities in any jurisdiction for our investigational COMP360 psilocybin treatment may be unsuccessful; and our efforts to commercialize and obtain coverage and reimbursement for our investigational COMP360 psilocybin treatment, if approved, may be unsuccessful; and those risks and uncertainties described under the heading “Risk Factors” in Compass’s most recent annual report on Form 10-K or quarterly report on Form 10-Q, the prospectus supplement related to the proposed public offering we plan to file and in other reports we have filed with the U.S. Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at www.sec.gov. Except as required by law, Compass disclaims any intention or responsibility for updating or revising any forward-looking statements contained in this press release in the event of new information, future developments or otherwise. These forward-looking statements are based on Compass’s current expectations and speak only as of the date hereof.

Enquiries
Media: Dana Sultan-Rothman, media@compasspathways.com, +1 484 432 0041
Investors: Stephen Schultz, stephen.schultz@compasspathways.com, +1 401 290 7324