COMPASS Pathways announces pricing of public offering
April 29 2021 - 8:45PM
COMPASS Pathways plc (Nasdaq: CMPS) (“COMPASS”), a mental health
care company dedicated to accelerating patient access to
evidence-based innovation in mental health, today announced the
pricing of its public offering of 4,000,000 American Depositary
Shares (“ADSs”) representing 4,000,000 ordinary shares at a public
offering price of $36.00 per ADS for total gross proceeds of $144.0
million. All ADSs sold in the offering were offered by COMPASS. The
offering is expected to close on or about 4 May 2021, subject
to the satisfaction of customary closing conditions. In addition,
COMPASS has granted the underwriters a 30-day option to purchase up
to an additional 600,000 ADSs at the public offering price, less
underwriting discounts and commissions.
Cowen, Evercore ISI and Berenberg are acting as
joint book-running managers for the offering. Cantor Fitzgerald
& Co. and BTIG, LLC are acting as lead managers for the
offering.
A registration statement relating to the
offering has been filed with, and declared effective by, the US
Securities and Exchange Commission (“SEC”). The offering will be
made only by means of a prospectus. Copies of the final prospectus,
when available, may be obtained from Cowen and Company, LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
New York 11717, Attention: Prospectus Department, by telephone at
(833) 297-2926 or by email at
PostSaleManualRequests@broadridge.com; Evercore Group L.L.C.,
Attention: Equity Capital Markets, 55 East 52nd Street, 36th Floor,
New York, New York 10055, telephone: (888) 474-0200, or email:
ecm.prospectus@evercore.com; or Berenberg Capital Markets LLC,
Attention: Investment Banking, 1251 Avenue of the Americas, 53rd
Floor, New York, New York 10020, or by telephone at +1 (646)
949-9000, or by e-mail at prospectusrequests@berenberg-us.com. For
the avoidance of doubt, such prospectus will not constitute a
“prospectus” for the purposes of Regulation (EU) 2017/1129 (the
“Prospectus Regulation”) and will not have been reviewed by any
competent authority in any EU member state or the UK.
Important information This
press release does not constitute an offer to sell or the
solicitation of an offer to buy, and shall not constitute an offer,
solicitation or sale in any state, province, territory or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state, province, territory or
jurisdiction.
For readers in the European Economic Area
(“EEA”) and the UKIn any EEA member state and the UK (each, a
“Relevant State”), this press release and any offering are only
addressed to and directed at persons who are qualified investors
("Qualified Investors") in that Relevant State within the meaning
of the Prospectus Regulation. The term “Prospectus Regulation”
means Regulation (EU) 2017/1129.
For readers in the UKIn the UK, this press
release, in so far as it constitutes an invitation or inducement to
enter into investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000, as amended (the
“FSMA”), and any offering are only addressed to and directed at
Qualified Investors (i) who are investment professionals as
described in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the
“Order”), (ii) persons and entities who fall within Article
49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise
lawfully be communicated (all such persons being referred to as
“relevant persons”).
This press release must not be acted on or
relied on (i) in the UK, by persons who are not relevant persons,
and (ii) in any EEA member state, by persons who are not Qualified
Investors. Any investment or investment activity to which this
press release relates is available only to and will only be engaged
with (i) in the UK, relevant persons, and (ii) in any EEA member
state, Qualified Investors. This press release does not contain an
offer or constitute any part of an offer to the public within the
meaning of sections 85 and 102B of the FSMA or otherwise.
About COMPASS PathwaysCOMPASS Pathways (Nasdaq:
CMPS) is a mental health care company dedicated to accelerating
patient access to evidence-based innovation in mental health. Our
focus is on improving the lives of those who are suffering with
mental health challenges and who are not helped by current
treatments. We are pioneering the development of a new model of
psilocybin therapy, in which our proprietary formulation of
synthetic psilocybin, COMP360, is administered in conjunction with
psychological support. COMP360 has been designated a Breakthrough
Therapy by the US Food and Drug Administration (FDA), for
treatment-resistant depression (TRD), and we are currently
conducting a phase IIb clinical trial of psilocybin therapy for
TRD, in 22 sites across Europe and North America. We are
headquartered in London, UK, with offices in New York, US. Our
vision is a world of mental wellbeing.
Forward-looking statementsThis press release
includes certain disclosures that contain “forward-looking
statements,” including, without limitation, express or implied
statements relating to, among other things, COMPASS’s ability to
complete the proposed offering and its anticipated use of proceeds.
Forward-looking statements are based on COMPASS’s current
expectations and are subject to inherent uncertainties, risks and
assumptions that are difficult to predict. Factors that could cause
actual results to differ include, but are not limited to, risks and
uncertainties related to the satisfaction of customary closing
conditions and the completion of the offering, and the risks
inherent in mental health care clinical trials. These and other
risks and uncertainties are described more fully in the section
titled “Risk Factors” in the final prospectus related to the
offering to be filed with the SEC. Forward-looking statements
contained in this announcement are made as of this date, and
COMPASS undertakes no duty to update such information except as
required under applicable law.
Enquiries:Media: Tracy Cheung, tracy@compasspathways.com,
+44 7966 309024Investors: Stephen
Schultz, stephen.schultz@compasspathways.com, +1
401-290-7324
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