COMPASS Pathways plc 8-K, filed Jul 29, 2025
COMPASS Pathways plc (CMPS)
8-K
2025-07-29
For: 2025-07-28
View Original
Added on
April 10, 2026
About this 8-K
COMPASS Pathways plc filed this 8-K on July 29, 2025, reporting on events of July 28, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): July 28, 2025
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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).
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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 July 28, 2025, the board of directors (the “Board”) of COMPASS Pathways plc (the “Company”) appointed Justin Gover to join the Board, effective July 29, 2025, and designated him as a Class III director. Mr. Gover 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. Mr. Gover was also appointed as a member of the audit and risk and the scientific committees of the Board.
Mr. Gover currently serves as a member of the board of directors of Xenon Pharmaceuticals Inc. (Nasdaq: XENE), where he has served as a member since August 2023. Mr. Gover served as founding Chief Executive Officer and as a member of the board of directors of GW Pharmaceuticals plc (“GW”) from the company’s inception in 1999 until its sale to Jazz Pharmaceuticals plc (Nasdaq: JAZZ) in May 2021. At GW, Mr. Gover led the development and commercialization of Epidiolex® (cannabidiol), which is approved in the U.S. and Europe in the field of childhood onset epilepsy. From 2018 to 2021, Mr. Gover served on the board of directors of the Biotechnology Innovation Organization (BIO). Mr. Gover currently serves as a member of the board of directors of a privately held company and charitable organizations. Mr. Gover holds an M.B.A. from the INSEAD business school in France and a B.Sc. (Hons) from Bristol University, UK.
Mr. Gover 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, Mr. Gover 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 Mr. Gover’s continued service through each applicable vesting date. In accordance with the Director Compensation Policy, Mr. Gover 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 Mr. Gover and any other person pursuant to which Mr. Gover was selected as a director. Other than the Deed of Indemnity described in the following paragraph, Mr. Gover 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 Mr. Gover and any director or executive officer of the Company.
Mr. Gover 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 July 28, 2025, Linda McGoldrick provided notice that she would retire from her position on the Board effective as of October 31, 2025. Dr. McGoldrick’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: July 29, 2025 | By: | /s/ Teri Loxam | ||||||||||||||||||
| Teri Loxam | ||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||
Exhibit 99.1
Compass Pathways Appoints Justin Gover to Board of Directors
LONDON & NEW YORK, July 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 Justin Gover to its Board of Directors, effective immediately. Mr. Gover brings more than 25 years of leadership in the biopharmaceutical industry to this role.
As part of this Board transition, Dr. Linda McGoldrick will retire from her position on the Board at the end of October after more than 5 years of service. Having helped guide Compass’s growth through its 2020 initial public offering and early clinical milestones, Dr. McGoldrick has been a key and invaluable counselor in the company’s achievements.
“With the achievement of the primary endpoint in our first Phase 3 trial, we’re entering an exciting next stage on our journey towards potential approval and commercialization. Justin brings a deep understanding of our industry and a commitment to executional excellence to the Board at this critical time for Compass,” said Kabir Nath, Chief Executive Officer of Compass Pathways. “With Compass being potentially the closest psychedelic company to regulatory approval, Justin’s extensive experience in scaling operations and navigating complex regulatory landscapes for scheduled products will be beneficial as we work to bring COMP360 to the patients who need it. On behalf of the entire company and Board, I also want to thank Dr. Linda McGoldrick for her invaluable guidance and dedication to our mission through the years as she prepares to retire later this year.”
As the founding Chief Executive Officer of GW Pharmaceuticals plc, Mr. Gover led the company from its inception in 1999 through its $7 billion acquisition by Jazz Pharmaceuticals in 2021. During his tenure, GW achieved multiple industry milestones, including the FDA approval of Epidiolex, the first plant derived cannabinoid medicine, and built a fully integrated global organization spanning R&D, manufacturing, and commercial operations.
Mr. Gover currently serves on the board of Xenon Pharmaceuticals (Nasdaq: XENE) and is actively involved with nonprofit organizations including the Rady Children’s Hospital Institute for Genomic Medicine and CURE Epilepsy.
"Compass is breaking new ground in the treatment of mental health conditions, driven by scientific integrity and a deep commitment to patients,” said Justin Gover. “Treatment-resistant depression (TRD) represents a serious and urgent unmet need in the U.S., placing a heavy burden on patients, their loved ones, and the healthcare system. I’m thrilled to support the Compass team as they work to potentially deliver a paradigm-changing treatment for those underserved by existing options."
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
Exhibit 99.1
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”, “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; our plans and expectations regarding our Phase 3 trials in TRD, including our expectations regarding the time periods during which the 26-week results of the two Phase 3 trials will become available; the potential for the pivotal Phase 3 program in TRD 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; our expectations regarding the enrollment of our Phase 3 COMP006 trial; any implication that past results will be predictive of future results; and statements related to the innovative potential of psilocybin treatment in mental health care. 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; the full results and safety data from this Phase 3 study in TRD or the results and safety data from our second Phase 3 study in TRD, COMP006, may not be consistent with the preliminary results to date; 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; 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, 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
Exhibit 99.1