Compass Therapeutics, Inc. 10-Q

Item 5. Other Information.   The following disclosure is provided pursuant to Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) of Form 8-K:   On November 08, 2023, the board of directors of Compass Therapeutics, Inc. (the “Company”) approved a plan of succession with respect to Thomas J. Schuetz, M.D., Ph.D., the Company’s current Chief Executive Officer, and Vered Bisker-Leib, Ph.D., M.B.A., the Company’s President and Chief Operating Officer. Under this succession plan, effective as of January 9, 2024, Dr. Bisker-Leib has agreed to succeed Dr. Schuetz as Chief Executive Officer, while Dr. Schuetz has agreed to transition to the role of President of Research and Development. In connection with this succession plan, the Company has entered transition agreements with each individual, pursuant to which, among other things, Dr. Schuetz has also agreed to be appointed as Vice Chair of the Company’s board of directors, and Dr. Bisker-Leib has agreed to join the Company’s board of directors, in each case effective as of January 9, 2024. In addition, the Company intends to negotiate new or amended employment agreements for each individual, to take effect from and after January 9, 2024, in such individual’s new role. Information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K with respect to Dr. Bisker-Leib and Dr. Schuetz is included in the Company’s Annual Report on Form 10-K filed on March 15, 2023, and incorporated herein by reference, as applicable.   Item 6. Exhibits.   Exhibit Number   Description       3.1   Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on June 23, 2020).       3.2   Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed with the SEC on June 23, 2020).       31.1*   Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.       31.2*   Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.       32.1**   Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.       32.2**   Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.       101.INS   Inline XBRL Instance Document – the instance document does not appear in Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document       101.SCH   Inline XBRL Taxonomy Extension Schema Document       101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document       101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document       101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document       101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document       104    Cover Page Interactive Data File (embedded within the Inline XBRL document)   _____________ *       Filed herewith.   **      These exhibits are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise stated in such filing.   22     SIGNATURES   Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.       Company Name         Date: November 9, 2023   By: /s/ Thomas Schuetz       Thomas Schuetz, MD       Chief Executive Officer (Principal Executive Officer)         Date: November 9, 2023   By: /s/ Vered Bisker-Leib       Vered Bisker-Leib, PhD       President and Chief Operating Officer (Principal Financial Officer) Date: November 9, 2023   By: /s/ Neil Lerner       Neil Lerner, CPA       Vice President - Finance     23