Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON STOCK
Market Information and Holders of Ordinary Shares and ADSs
Our American Depositary Shares, or ADSs, each represent one ordinary share, nominal value £0.008 per share, of COMPASS Pathways plc. An ADS may be evidenced by an American Depositary Receipt issued by Citibank, N.A. as depositary bank. Our ADSs have been listed and traded on The Nasdaq Global Select Market under the symbol “CMPS” since September 18, 2020. As of February 17, 2022, there were approximately seven holders of record of our ordinary shares, nominal value £0.008 per share, and six holders of record of our ADSs. The closing sale price per ADS on The Nasdaq Global Select Market on February 17, 2022 was $13.94. See “Item 9B. Other Information—UK Taxation” for a discussion of certain UK tax consequences for holders of ADSs.
Dividends
We have never declared or paid any cash dividend, and we do not anticipate declaring or paying any cash dividends in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and expansion of our business.
Under English law, among other things, we may only pay dividends if we have sufficient distributable reserves (on a non-consolidated basis), which are our accumulated realized profits that have not been previously distributed or capitalized less our accumulated realized losses, so far as such losses have not been previously written off in a reduction or reorganization of capital.
Information about Our Equity Compensation Plans
Information regarding our equity compensation plans is incorporated by reference in Item 12 of Part III of this Annual Report.
Performance Graph
This performance graph shall not be deemed “soliciting material” or “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act.
Set forth below is a graph comparing the total cumulative returns of COMPASS Pathways plc, the Nasdaq Composite Index and the Nasdaq Biotechnology Index on a monthly basis from September 18, 2020 (our initial day of trading) through December 31, 2021. We believe these indices are the most appropriate indices against which the total shareholder return of COMPASS Pathways plc should be measured. The Nasdaq Biotechnology Index has been selected because it is an index of U.S. quoted biotechnology and pharmaceutical companies. The graph assumes $100 was invested on September 18, 2020 in our ADSs and each of the indices and that all dividends, if any, are reinvested. The performance shown represents past performance and should not be considered an indication of, nor intended to forecast, future performance.
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The above performance graph shall not be deemed soliciting material or to be filed with the SEC for purposes of Section 18 of the Exchange Act, nor shall such information be incorporated by reference into any of our other filings under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate it by reference into such filing.
Sales of Unregistered Securities
We did not have any sales of unregistered securities in 2021.
ITEM 6. RESERVED