Shareholders' Equity

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Shareholders' Equity

Shareholder’s Equity

Ordinary Shares

On October 8, 2021, the Company entered into a Sales Agreement with Cowen and Company, LLC, or Cowen, under which the Company may issue and sell from time to time up to $150.0 million of its ADSs, each representing one ordinary share, through Cowen as the sales agent. Sales of the Company’s ADSs, if any, will be made at market prices. Through June 30, 2023, we sold 2,982,038 ADSs, resulting in $28.6 million in net proceeds.

During the six months ended June 30, 2023, the Company issued in total 128,869 ordinary shares to settle share options exercised by employees and non-employees compared to 431,855 in the six months ended June 30, 2022.

During the six months ended June 30, 2023, a total of 42,518 restricted share units vested, of which 29,220 were issued and 13,298 were settled. During the six months ended June 30, 2023, a total of 38,122 ordinary shares were issued in settlement of restricted share units, of which 8,902 were vested and not issued at December 31, 2022 and 29,220 vested and were issued during the six months ended June 30, 2023.

During the six months ended June 30, 2022, a total of 70,638 ordinary shares were issued in settlement of restricted share units, of which 57,875 were vested and not issued at December 31, 2022 and 12,763 vested and were issued during the six months ended June 30, 2023.

Deferred Shares

Immediately prior to the completion of the Company’s IPO in September 2020, the different classes of issued share capital of COMPASS Pathways plc were reorganized by way of a reverse share split, which was retroactively restated in our consolidated financial statements. As part of this reverse share split, the nominal value of COMPASS Pathways plc’s ordinary shares changed from £0.001 per share to £0.008 per share and a single, non-voting deferred share with a nominal value of £21,921.504 in the capital of the Company was created and transferred to the Company. On June 28, 2023, the single deferred share was cancelled.

Warrants

On June 30, 2023, the Company entered into a Warrant Agreement with Hercules, which provides Hercules with the right to purchase a number of shares of the Company’s Ordinary Shares equal to the quotient derived by dividing (i) the amount equal to (a) 2.5% times (b) the aggregate principal amount of term loan advances made and funded under the Loan Agreement by (ii) the exercise price. Upon receipt of each term loan, the Warrant will automatically become exercisable and will expire in 10 years (on June 30, 2033). On June 30, 2023, with the receipt of the first term loan, 94,222 shares became exercisable to Hercules with a fair market value of $0.7 million.