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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
COMPASS PATHWAYS PLC
(Exact Name of Registrant as Specified in Its Charter)
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| 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:
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| ☐ | 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:
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| 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. ☐
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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.
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Item 9.01. | Financial Statements and Exhibits. | |
The following exhibits are filed herewith: | | | | | | | | |
Exhibit No. | | Description |
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99.1 | | |
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104 | | Cover page interactive data file (embedded within Inline XBRL document) |
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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.
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| | | | COMPASS PATHWAYS PLC |
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| Date: July 29, 2025 | | | | By: | | /s/ Teri Loxam |
| | | | | | Teri Loxam |
| | | | | | Chief Financial Officer |