* Transaction led by healthcare specialist investors, TCGX and Aisling
Capital
* $125 million financing upfront with up to an additional $160 million tied to
exercise of warrants
* Net proceeds from financing expected to extend cash runway into late 2025
LONDON, Aug. 16, 2023 (GLOBE NEWSWIRE) -- COMPASS Pathways plc (Nasdaq: CMPS), a
biotechnology company dedicated to accelerating patient access to evidence-based
innovation in mental health, today announced that it has entered into a
securities purchase agreement with a select group of healthcare specialist
investors for the private placement of (i) 16,076,750 American Depositary Shares
("ADSs") representing 16,076,750 ordinary shares, and (ii) warrants to purchase
up to 16,076,750 ADSs (representing 16,076,750 ordinary shares) (the "Warrants")
at a purchase price of approximately $7.78 per ADS and accompanying Warrant to
purchase one ADS. Each Warrant will have an exercise price of $9.93 per ADS,
representing a 30% premium to the last sale price. The financing is expected to
close on August 18, 2023, subject to customary closing conditions.
The transaction is being led by TCGX and Aisling Capital with participation from
new and existing institutional investors, including Vivo Capital, RA Capital,
Surveyor Capital (a Citadel company), Paradigm BioCapital Advisors LP, Soleus
Capital, Armistice Capital, Logos Capital, PFM Health Sciences and Laurion
Capital Management, among others.
Kabir Nath, Chief Executive Officer of COMPASS Pathways, said, "We are grateful
for the support of this group of leading healthcare investors for our work to
bring potentially transformative treatment for mental health conditions to
patients urgently in need of better options. We thank these investors for their
confidence in our rigorous approach to building a strong base of evidence for
the potential of COMP360 psilocybin treatment to help people with treatment-
resistant depression (TRD), post-traumatic stress disorder and anorexia nervosa.
We expect that the net proceeds will allow us to advance our pivotal phase 3
program in TRD and achieve important milestones in the development of COMP360.
We view this investment as a validation of the potential of psychedelic medicine
and the importance of a rigorous and evidence-based approach."
COMPASS will receive approximately $125 million in gross proceeds, before
deducting placement agent commissions and offering expenses, from the private
placement of ADSs and accompanying Warrants, and up to an additional
approximately $160 million in gross proceeds if the Warrants are fully exercised
for cash. The Warrants will be exercisable at the election of the investors for
a three-year period. The private placement is being conducted in accordance with
applicable rules of the Nasdaq Stock Market LLC ("Nasdaq") and was priced to
satisfy the "Minimum Price" requirement (as defined in the Nasdaq rules).
COMPASS intends to use the net proceeds from the proposed financing to fund its
pivotal phase 3 clinical program in treatment-resistant depression, its
commercial planning and preparation efforts, its on-going phase 2 trials in
anorexia nervosa and post-traumatic stress disorder, its development of digital
technologies to complement and augment its therapies and its discovery and
preclinical research, as well as for general and administrative expenses,
working capital and other general corporate purposes. The aggregate proceeds
from this proposed financing, combined with current cash and cash equivalents,
are expected to be sufficient to fund the current operating plan into late 2025.
Morgan Stanley and TD Cowen are acting as the placement agents for the private
placement.
The securities to be sold in the private placement, including the ADSs
underlying the Warrants, have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), or any state or other applicable
jurisdiction's securities laws, and may not be offered or sold in the United
States except pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act and
applicable state or other jurisdictions' securities laws. The Company has agreed
to file a registration statement with the U.S. Securities and Exchange
Commission (the "SEC") registering the resale of the ADSs issued in the private
placement and the ADSs issuable upon exercise of the Warrants issued in the
private placement.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy any securities described herein, nor shall there be any offer,
solicitation or sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or jurisdiction.
About COMPASS Pathways
COMPASS Pathways plc (Nasdaq: CMPS) is a biotechnology 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 U.S. Food and Drug Administration (FDA) and has received Innovative
Licensing and Access Pathway (ILAP) designation in the UK for treatment-
resistant depression (TRD). We have commenced a phase 3 clinical program of
COMP360 psilocybin therapy in TRD, the largest randomized, controlled, double-
blind psilocybin therapy clinical program ever conducted. Previously, we
completed a phase 2b study with top line data showing a statistically
significant (pÂ