Filing Details
- Accession Number:
- 0001140361-25-007214
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-04 19:00:00
- Filed By:
- ATAI Life Sciences N.V.
- Company:
- Compass Pathways Plc (NASDAQ:CMPS)
- Filing Date:
- 2025-03-05
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| ATAI Life Sciences N.V. | 0 | 6,905,774 | 0 | 6,905,774 | 6,905,774 | 7.5% |
| ATAI Life Sciences AG | 0 | 6,905,774 | 0 | 6,905,774 | 6,905,774 | 7.5% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
|
COMPASS Pathways plc (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
20451W101 (CUSIP Number) |
Ryan Barrett ATAI Life Sciences AG, Wallstrasse 16 Berlin, 2M, 10179 49 (0) 89 2153 9035 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/05/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 20451W101 |
| 1 |
Name of reporting person
ATAI Life Sciences N.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,905,774.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 20451W101 |
| 1 |
Name of reporting person
ATAI Life Sciences AG | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,905,774.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares | |
| (b) | Name of Issuer:
COMPASS Pathways plc | |
| (c) | Address of Issuer's Principal Executive Offices:
33 Broadwick Street, London,
UNITED KINGDOM
, W1F 0DQ. | |
Item 1 Comment:
This Amendment No. 4 to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on May 24, 2021 (as amended, the "Schedule 13D") relates to the ordinary shares, nominal value GBP 0.008 per ordinary share (the "Ordinary Shares"), of COMPASS Pathways plc, a public limited company under the laws of England and Wales (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
CUSIP number 20451W101 has been assigned to the American Depositary Shares ("ADSs") of the Issuer, which are quoted on The Nasdaq Stock Market under the symbol "CMPS." Each ADS represents one Ordinary Share of the Issuer. No CUSIP number has been assigned to the Ordinary Shares of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is amended and restated in its entirety by inserting the following information:
The information contained on the cover pages is incorporated by reference to this Item 5.
As of the date of this Schedule 13D, ATAI AG may be deemed to beneficially own 6,905,774 Ordinary Shares, representing approximately 7.5% of the 92,673,132 Ordinary Shares outstanding as of February 24, 2025, as disclosed in the Issuer's Annual Report on Form 10-K filed by the Issuer on February 27, 2025. | |
| (b) | The information contained on the cover pages is incorporated by reference to this Item 5.
ATAI AG is a wholly owned subsidiary of ATAI N.V., and as a result, ATAI N.V. may be deemed to share beneficial ownership of the Ordinary Shares held by ATAI AG. | |
| (c) | During the past 60 days, neither the Reporting Persons nor any Related Person has effected any transactions in the Ordinary Shares. | |
| (d) | None. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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