What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-05 compared with 2025-02-27 · 41 added, 39 removed, 251 unchanged (24% of the section changed)

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Our 2020 Stock Option and Incentive Plan (the “2020 Plan”) is the only equity incentive plan approved and adopted by our stockholders and provides for the issuance of shares of our common stock to our officers and other employees, directors and consultants.

In addition, in December 2025 our board of directors adopted the Compass Therapeutics, Inc.

2025 Inducement Plan (the “Inducement Plan”) to enable us to grant equity awards to induce highly-qualified prospective employees to accept employment.

The following table presents information as of December 31, 2025 with respect to compensation plans or arrangements under which shares of our common stock may be issued:

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Includes 1.0 million shares of common stock issuable (subject to vesting) with respect to restricted stock units granted pursuant to the 2020 Plan;

675 thousand at a grant date fair market value of $3.93 per share, 300 thousand at a grant date fair market value of $3.83 per share, 400 thousand at a grant date fair market value of $1.65 per share and 2.4 million at a grant date fair market value of $1.93 per share.

250 thousand at a grant date fair market value of $3.93 per share, 300 thousand at a grant date fair market value of $1.65 per share and 478 thousand at a grant date fair market value of $1.93 per share.

This value is not included in the weighted average exercise price.

On January 1, 2025, an additional 5.5 million shares became available for issuance for a total of 6.9 million shares available for future issuance.

In December 2025, we adopted the Compass Therapeutics, Inc.

2025 Inducement Plan in accordance with Nasdaq Listing Rule 5635(c)(4).

There were no issues from this plan as of December 31, 2025.

On January 1, 2026, a total of two million options were granted as part of the Inducement Plan to two new officers.

On January 1, 2026, an additional 7.1 million shares became available for issuance for a total of 12.4 million shares available for future issuance under equity compensation plans approved by security holders.

For further description of the equity compensation plans, see Note 9 to the consolidated financial statements included in this Annual Report on Form 10-K.

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These include modulation of the microvasculature via angiogenesis-targeted agents, induction of a potent immune response via activators on effector cells in the tumor microenvironment, and alleviation of immunosuppressive mechanisms used by tumors to evade immune surveillance.

We plan to advance our product candidates through clinical development as both standalone therapies and in combination with proprietary pipeline antibodies based on supportive clinical and nonclinical data.

We plan to advance our product candidates through clinical development and commercialization as both standalone therapies and in combination with proprietary pipeline antibodies based on supportive clinical and nonclinical data.

Financial Overview

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As of December 31, 2025, we had $209 million in cash, cash equivalents and marketable securities.

Based on our research and development plans, we expect that these cash resources will enable us to fund our operating expenses and capital expenditures requirements into the first quarter of 2027.

Based on our research and development plans, we expect that these cash resources will enable us to fund our operating expenses and capital expenditures requirements into 2028.

We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all.

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At-The-Market ( “ ATM ” ) Offering

In the first quarter of 2024, we sold, through our Open Market Sale Agreement SM with Jefferies LLC, 9,790,577 shares of common stock at an average price of $1.85 for total proceeds of $18.1 million and net proceeds of $17.6 million.

In the second quarter of 2023, we sold, through our Open Market Sale Agreement SM with Jefferies LLC, 951,873 shares of common stock at an average price of $3.28 for total proceeds of $3.1 million and net proceeds of $3.0 million.

In 2025, there were no issuances of common stock through our Open Market Sale Agreement SM with Jefferies LLC (“Jefferies ATM Agreement”).

In December 2025, we entered into a Sales Agreement for our ATM offering with Leerink Partners LLC and Cantor Fitzgerald & Co and the prior Jefferies ATM Agreement was terminated.

In the first quarter of 2024, we sold, through our Jefferies ATM Agreement, 9,790,577 shares of common stock at an average price of $1.85 for total proceeds of $18.1 million and net proceeds of $17.6 million.

Underwritten Offering

On August 12, 2025, we entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, Piper Sandler & Co., and Guggenheim Securities, LLC, as representatives (the “Representatives”) of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of (a) 33,290,000 shares (the “Firm Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), at a price to the public of $3.00 per share, and (b) pre-funded warrants to purchase up to 6,710,000 shares of the Company’s Common Stock (the “Pre-Funded Warrants”), at a price to the public of $2.9999 per warrant with an exercise price of $0.0001 per share (the “Offering”).

Pursuant to the Underwriting Agreement, the Company granted the underwriters a 30-day option, which the underwriters exercised, to purchase up to an additional 6,000,000 shares of its Common Stock (the “Optional Shares”, and together with the Firm Shares, the “Shares”) at the public offering price, less underwriting discounts and commissions.

The Company received aggregate net proceeds of $129.3 million, after deducting underwriting discounts and commissions of $8.3 million and other offering costs of $0.4 million.

The 2025 Pre-Funded Warrants were determined to be equity classified.

Accordingly, proceeds from the offering were allocated to common stock, the 2025 Pre-Funded Warrants on a relative fair value basis and were recorded in stockholders’ equity.

As of December 31, 2025, all of the 2025 Pre-Funded Warrants remain outstanding.

Inflation Reduction Act of 2022

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Research and development

Research and development expenses consist primarily of costs incurred in connection with the development of our clinical product candidates, tovecimig, CTX-471 and CTX-8371, as well as unrelated preclinical and discovery program expenses.

Research and development expenses consist primarily of costs incurred in connection with the development of our clinical product candidates, tovecimig, CTX-471, CTX-8371 and CTX-10726, as well as unrelated preclinical and discovery program expenses.

We expense research and development costs as incurred.

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We also anticipate that we will incur increased accounting, audit, legal, regulatory, compliance and director and officer insurance costs, as well as investor and public relations expenses associated with being a public company.

In 2024 and 2023, the only component of other income was interest income from marketable securities.

In 2025 and 2024, the only component of other income was interest income from cash deposits and marketable securities.

We are organized as a Delaware corporation and treated as a c-corporation for federal and state income taxes.

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As of December 31, 2025 we recorded a deferred tax asset of $79.2 million primarily related to a net operating loss carryforward, section 174 capitalization, research and development tax credit carryforward, and capitalized licensing fees.

The asset has a corresponding full deferred tax valuation allowance.

The asset has a corresponding fully deferred tax valuation allowance.

Pursuant to Section 382 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an ownership change (generally defined as a greater than 50% change (by value) in the ownership of its equity over a three-year period), the corporation’s ability to use its pre-change net operating loss carryforwards and certain other pre-change tax attributes to offset its post-change income may be limited.

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Licensing revenue

Licensing revenue was $850 thousand for the year ended December 31, 2024.

There was no licensing revenue for the year ended December 31, 2025.

Licensing revenue was $850 thousand for the year ended December 31, 2024.

The licensing revenue consisted of a $1 million milestone payment from Elpiscience for completing a Phase 1 trial in China.

This license revenue is reported net of a 15% sublicense royalty due ABL Bio (see Note 10 of the consolidated financial statements appearing in this Form 10-K for further information on this sublicense agreement).

This license revenue is reported net of a 15% sublicense royalty due to ABL Bio (see Note 11 of the consolidated financial statements appearing in this Form 10-K for further information on this sublicense agreement).

Research and development expenses

Research and development expenses increased by $13.6 million from $42.3 million in 2024 to $56.0 million in 2025.

This increase was primarily attributable to a $2.4 million increase in clinical and manufacturing costs related to our lead program, tovecimig, and $1.3 million from our second program, CTX-471, as described below.

This increase was primarily attributable to an increase of $14.2 million of manufacturing expenses related to tovecimig and CTX-10726.

We track supplies, outsourced development, personnel costs and other research and development costs of specific programs.

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General and administrative expenses increased by $1.7 million from $15.1 million in 2024 to $16.9 million in 2025.

The increase was primarily attributable to higher personnel expense, including stock compensation of $2.3 million, driven by the CEO transition during the year.

We anticipate that our general and administrative expenses will increase in the future as we expand our operations to support our growing research and development efforts, as well as potential commercial operations.

The increase was primarily attributable to commercialization expenses of approximately $0.7 million and $0.5 million of advisory fees.

We anticipate that our general and administrative expenses will increase in the future as we expand our commercial operations and to support our growing research and development efforts.

Other income consists only of interest income which decreased by $0.9 million from $7.3 million in 2024 to $6.4 million in 2025.

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We have not yet commercialized any products and we do not expect to generate revenue from sales of products for several years, if at all.

We have funded our operations primarily with proceeds from private placements of preferred and common equity and an underwritten public offering in the fourth quarter of 2021.

Through December 31, 2024, we received gross proceeds of $430.5 million from the sale of equity securities, including $136.5 million in gross proceeds from our Follow-On Public Offering, $60.5 million in gross proceeds from the sale of our common stock in the Private Placement, $80.3 million in gross proceeds from a PIPE financing and $21.2 million in gross proceeds from sales through our ATM facility.

We have funded our operations primarily with proceeds from multiple equity financings.

As of December 31, 2025, we had cash, cash equivalents and marketable securities of $209 million.

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Riley effective July 29, 2022.

On August 1, 2022, we entered into an Open Market Sale Agreement SM with Jefferies LLC, pursuant to which we may offer and sell, from time to time at our sole discretion, shares of our common stock.

On August 1, 2022, we entered into an Open Market Sale Agreement SM with Jefferies LLC, pursuant to which we may offer and sell, from time to time at our sole discretion, shares of our common stock, which has since been terminated.

On December 2, 2022, we filed an S-3 registration statement which was declared effective by the SEC on January 20, 2023, for the shares issued through the PIPE offering.

On August 30, 2024, we filed an S-3 registration statement which was declared effective by the SEC on September 6, 2024.

This registration statement includes (i) a base prospectus that covers the offering, issuance and sale by us of up to $300,000,000 of our common stock, preferred stock, debt securities, warrants and/or units and (ii) a sale agreement prospectus supplement that covers the offer and sale, from time to time at our sole discretion, shares of our common stock having an aggregate offering price of up to $55 million pursuant to our Open Market Sale Agreement SM with Jefferies LLC.

This registration statement includes (i) a base prospectus that covers the offering, issuance and sale by us of up to $300 million of our common stock, preferred stock, debt securities, warrants and/or units and (ii) a sale agreement prospectus supplement that covers the offer and sale, from time to time at our sole discretion, shares of our common stock having an aggregate offering price of up to $55 million pursuant to our Open Market Sale Agreement SM with Jefferies LLC.

On December 30, 2025, we filed an S-3 registration statement which was declared effective by the SEC on January 7, 2026.

This registration statement includes (i) a base prospectus that covers the offering, issuance and sale by us of up to $400 million of our common stock, preferred stock, debt securities, warrants and/or units and (ii) a sale agreement prospectus supplement that covers the offer and sale, from time to time at our sole discretion, shares of our common stock having an aggregate offering price of up to $100 million pursuant to our Sales Agreement with Leerink Partners LLC and Cantor Fitzgerald & Co.

The prior Open Market Sale Agreement SM with Jefferies LLC was terminated as part of this filing.

Funding Requirements

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Cash used in operating activities

Cash provided by investing activities

Cash (used in) provided by investing activities

Cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Operating Activities

During the year ended December 31, 2024, we used $44.9 million of cash in operating activities, resulting from our net loss of $49.4 million and the change in operating assets and liabilities of $4.1 million, offset by non-cash charges of $8.7 million.

During the year ended December 31, 2025, we used $49.1 million of cash in operating activities, resulting from our net loss of $66.5 million and the change in operating assets and liabilities of $9.2 million and non-cash charges of $8.2 million.

Our non-cash charges primarily consisted of stock-based compensation expense of $8.4 million.

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Investing Activities

During the year ended December 31, 2024, cash provided by investing activities was $46.8 million, which was primarily attributed to the net proceeds from the sale of marketable securities of $46.8 million.

During the year ended December 31, 2025, cash used in investing activities was $93.3 million, which was primarily attributed to the net purchases of marketable securities of $93.3 million.

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During the year ended December 31, 2025, cash provided by financing activities was $129.6 million.

This was primarily from the issuance of stock pursuant to our ATM program for net proceeds of $17.6 million.

This was primarily from the issuance of stock through an underwritten stock offering for net proceeds of $129.4 million.

During the year ended December 31, 2024, cash provided by financing activities was $17.3 million.

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our need to implement additional internal systems and infrastructure, including financial and reporting systems.

We believe that our existing cash, cash equivalents and marketable securities as of December 31, 2024 will enable us to fund our operating expenses and capital expenditure requirements into the first quarter of 2027.

We believe that our existing cash, cash equivalents and marketable securities as of December 31, 2025 will enable us to fund our operating expenses and capital expenditure requirements into 2028.

We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect.

We expect that we will require additional funding to complete the clinical development of our product candidates, commercialize our product candidates, if we receive regulatory approval, and pursue in-licenses or acquisitions of other product candidates.

If we receive regulatory approval for our any of our product candidates, we expect to incur significant commercialization expenses related to product manufacturing, sales, marketing and distribution, depending on where we choose to commercialize our product candidates.

If we receive regulatory approval for any of our product candidates, we expect to incur significant commercialization expenses related to product manufacturing, sales, marketing and distribution, depending on where we choose to commercialize our product candidates.

Until such time, if ever, as we can generate substantial product revenue, we expect to finance our cash needs through a combination of equity and debt financings, collaborations, strategic alliances, and marketing, distribution or licensing arrangements with third parties.

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Operating lease commitments (1)

Manufacturing commitments (2)

Reflects payments due for our leases of office and laboratory space in Boston, Massachusetts under an operating lease agreement that expires in May 2031.

Amounts in the table reflect the non-cancelable purchase commitments under agreements with external CDMOs which we have engaged to manufacture clinical trial materials.

This table does not include (i) any milestone payments that are not deemed probable under license agreements as the timing and likelihood of such payments are not known with certainty, (ii) any royalty payments to third parties as the amounts, timing and likelihood of such payments are not known, and (iii) contracts that are entered into in the ordinary course of business which are cancelable.

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A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 3 to our consolidated financial statements appearing in this Annual Report.

In April 2012, the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") was enacted.

Under Section 107(b) of the JOBS Act, an “emerging growth company” can delay the adoption of new or revised accounting standards until such time as those standards would apply to private companies.

We have made the election to delay the adoption of such accounting standards as provided in the JOBS Act.

There are other exemptions and reduced reporting requirements provided by the JOBS Act that we are currently evaluating.

For example, as an “emerging growth company”, we are exempt from Sections 14A(a) and (b) of the Exchange Act that would otherwise require us to (i) submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay”, “say-on-frequency”, and “golden parachutes”;

and (ii) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of our Chief Executive Officer’s compensation to our median employee compensation.

We also intend to rely on an exemption from the rule requiring us to provide an auditor’s attestation report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act.

We will continue to remain an “emerging growth company” until the earliest of the following:

(i) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement;

(ii) the last day of the fiscal year in which our total annual gross revenue is equal to or more than $1.235 billion;

(iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years;

or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity