COMPASS Pathways plc ADR 2026年季度报告

Form10-Q ⊠QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March31, 2026OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For 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 (State or other jurisdiction ofincorporation or organization) 33 Broadwick StreetLondon W1F 0DQUnited 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: American Depositary Shares, each representing oneordinary share, par value of £0.008 per share Nasdaq Global Select Market 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 of1934 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 suchfiling 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 405of 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 suchfiles). 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 oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” 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 anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The registrant had 134,949,320 shares of common stock outstanding as of May 6, 2026. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1.Financial Statements (Unaudited)8Condensed Consolidated Balance Sheets As of March31, 2026 and March31, 20258Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months endedMarch31, 2026 and 20259Condensed Consolidated Statements of Shareholders’ Equity (Deficit) for the Three Months ended March31,2026 and 202510Condensed Consolidated Statements of Cash Flows for the Three Months ended March31, 2026 and 202511Notes to Condensed Consolidated Financial Statements12Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 3.Quantitative and Qualitative Disclosures About Market Risk36Item 4.Controls and Procedures36PART II - OTHER INFORMATION Item 1.Legal Proceedings37Item 1A.Risk Factors37Item 2.Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities175Item 3.Defaults Upon Senior Securities175Item 4.Mine Safety Disclosures175Item 5.Other Information175Item 6.Exhibits176Signatures177 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of1933, 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 thanstatements of historical fact included in this Quarterly Report on Form 10-Q, including regarding our strategy, future operations, financialposition, estimated revenues and losses, projected costs, prospects, plans and objectives of management, are forward-looking statements. Insome 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 thenegative of these words or other similar terms or expressions. The forward-looking statements and opinions contained in this Form 10-Qare based upon information available to our management as of the date of this Form 10-Q, and while we believe such information forms areasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate thatwe have conducted an exhaustive inquiry into, or review of, all potentially available releva