What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-05 compared with 2025-02-27 · 90 added, 51 removed, 486 unchanged (22% of the section changed)

15 unchanged sentences

We have audited the accompanying consolidated balance sheets of Compass Therapeutics, Inc.

and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

and subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) related to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We have determined that there are no critical audit matters.

/s/ CohnReznick LLP

1 unchanged sentence

Melville, New York

February 27, 2025

March 5, 2026

Compass Therapeutics, Inc.

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Operating lease, right-of-use ("ROU") asset

Restricted cash

Liabilities and Stockholders' Equity

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Loss from operations

Interest Income

Net loss per share - basic and diluted

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Stockholders'

Income (Loss)

Balance at December 31, 2023

Common shares issued in ATM Offering, net

Common stock issued upon exercise of options

Share-based awards, net of tax remittance

Common stock issued in ATM offering, net of costs of $ 0.5 million

Stock-based awards, net of tax remittance

Stock-based compensation

1 unchanged sentence

Balance at December 31, 2024

Common shares issued, net of $ 0.5 million costs

Share-based awards, net of tax remittance

Common stock and warrants issued, net of costs of $ 8.6 million

Common stock issued upon exercise of options

Stock-based awards, net of tax remittance

Stock-based compensation

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Depreciation and amortization

Share-based compensation

Stock-based compensation

Amortization of premium and discount on marketable securities

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Purchases of property and equipment

Net cash provided by in investing activities

Net cash (used in) provided by in investing activities

Cash flows from financing activities:

2 unchanged sentences

Proceeds from exercise of stock options

Taxes related to the vesting of RSUs

Taxes paid related to net shares settlement of RSUs

Net cash provided by financing activities

Net change in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Net change in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of year

Cash, cash equivalents and restricted cash at end of year

Reconciliation of cash, cash equivalents and restricted cash to the Consolidated Balance Sheets

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash

Supplemental disclosure of cash flow information

25 unchanged sentences

The Company expects to continue to generate operating losses for the foreseeable future.

The Company expects that its cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements into the first quarter of 2027.

The Company expects that its cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements into 2028.

The future viability of the Company beyond that point is dependent on its ability to raise additional capital to finance its operations.

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Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Compass Therapeutics, Inc., and its wholly-owned subsidiaries, including Compass Therapeutics LLC, Compass Therapeutics Advisors Inc., Trigr Therapeutics, Inc.

and Compass Therapeutics Securities Corporation.

All intercompany accounts and transactions have been eliminated in consolidation.

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New Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No.

2024-09, Income Taxes (Topic 740) :

Improvements to Tax Disclosures .

The purpose of ASU 2024-09 is to enhance the transparency and decision usefulness of income tax disclosures.

The ASU requires a significant expansion of the granularity of the income tax rate reconciliation as well as an expansion of other income tax disclosures.

The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024.

This will result in additional disclosures being included in our consolidated financial statements, once adopted.

The Company is evaluating the impact of ASU 2024-09 and does not expect ASU-2024-09 to have a significant impact on the consolidated financial statements.

In November 2024, the FASB issued Accounting Standards Update (“ASU”) No.

2024-03 , Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures , which amends existing income statement disclosure guidance, primarily requiring more detailed disclosure for expenses.

The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The amendments can be applied on either a prospective or retroactive basis.

We are currently evaluating the ASU to determine its impact on our disclosures.

Recently Adopted Accounting Pronouncements

The Company adopted ASU No.

2023-07, Segment Reporting — Improvements to Reportable Segment Disclosures (Topic 280) as of January 1, 2024.

The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses.

ASU 2023-07 requires a public entity to report a measure of segment profit or loss that the chief operating decision maker (CODM) uses to assess segment performance and make decisions about allocating resources.

ASU 2023-07 also requires other specified segment items and amounts, such as depreciation, amortization, and depletion expense, to be disclosed under certain circumstances.

The amendments in ASU 2023-07 do not change or remove those disclosure requirements.

The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments.

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, adopted retrospectively.

The adoption of ASU 2023-07 did not have a material effect on the Company’s consolidated financial statements or disclosures.

There are no other pending accounting pronouncements that are expected to have a material impact on the Company’s consolidated financial statements.

In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09).

The amendments in ASU 2023-09 are intended to enhance the transparency and decision usefulness of income tax disclosures through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024 for public entities, with early adoption permitted.

The Company applied the amendments prospectively for the year ended December 31, 2025, and the impact of the adoption of the amendments in this update was not material to the Company’s consolidated financial position and results of operations for the year ended December 31, 2025, since the amendments require only enhancement of existing income tax disclosures in the footnotes to the Company’s consolidated financial statements.

See Note 14 for additional disclosures.

Fair Value Measurements

62 unchanged sentences

Total accrued expenses

Project expenses in 2025 were primarily made up of $ 7.9 million of accrued manufacturing expenses related to tovecimig and CTX-10726.

Project expenses in 2024 were primarily made up of $ 2.6 million of accrued manufacturing expenses related to minimum contractual obligations.

Compensation and benefits primarily increased from 2023 based on accrued payroll related to the departure of the CEO of $ 0.7 million.

Stockholders ’ Equity

In the first quarter of 2024, the Company sold through its at-the-market (“ATM”) agreement 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, the Company sold through its ATM agreement 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.

On August 12, 2025, the Company 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.

In the first quarter of 2024, the Company sold through its 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.

Stock-Based Compensation

2 unchanged sentences

General and administrative

2020 Stock Option and Incentive Plan

In June 2020, the Company’s board of directors adopted the 2020 Plan and reserved 2.9 million shares of common stock for issuance under this plan.

7 unchanged sentences

Options (000's)

Weighted Average

Exercise Price

Price Per Share

Weighted Average

Remaining Contractual

Life (in years)

7 unchanged sentences

For the year ended December 31, 2025, the weighted average grant date fair value for options granted was $ 2.69 .

The aggregate intrinsic value for options vested and outstanding as of December 31, 2024 and 2023 was $ 579 thousand and $ 11 thousand, respectively.

The aggregate intrinsic value for options vested and outstanding as of December 31, 2025 and 2024 was $ 36.6 million and $ 579 thousand, respectively.

As of December 31, 2025, the unrecognized compensation cost related to outstanding options was $ 13.7 million, expected to be recognized over a weighted average period of approximately 1.4 years.

5 unchanged sentences

The following table summarizes the RSU activity for the 2020 Plan:

Shares (000's)

Average Price

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As of December 31, 2025, the total unrecognized compensation cost from all plans to be recognized in future periods totaled approximately $ 15.3 million.

2025 Inducement Plan

In December 2025, the Company’s board of directors adopted the Compass Therapeutics, Inc.

2025 Inducement Plan (the “Inducement Plan”).

The purpose of the Inducement Plan is to enable the Company to grant equity awards to induce highly-qualified prospective officers and employees to accept employment and provide them with a proprietary interest in the Company.

The Company intends that the Inducement Plan be reserved for persons to whom the Company may issue securities without stockholder approval as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of The NASDAQ Stock Market LLC.

The maximum number of shares of Stock reserved and available for issuance under the Inducement Plan is four million shares.

As of December 31, 2025, no equity had been granted or outstanding with the Inducement Plan.

On January 1, 2026, a total of two million options were granted as part of the Inducement Plan to two new officers as a material inducement for those officers to join the Company.

Basic and Diluted Net Loss Per Share

Basic net loss per share has been computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period.

Diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock plus potentially dilutive securities outstanding during the period.

Potential shares of common stock exercisable for little or no consideration are included in both basic and diluted weighted-average number of shares of common stock outstanding.

During the year ended December 31, 2025, basic and diluted weighted-average number of shares outstanding were 157.7 million and included pre-funded warrants to purchase 6,710,000 shares of common stock with an exercise price of $ 0.0001 per share.

During the year ended December 31, 2024, basic and diluted weighted-average number of shares outstanding were 137.4 million.

The computation of diluted net loss per share for the year ended December 31, 2025 excluded 17.4 million shares subject to outstanding stock options and restricted stock units because their inclusion would have had an anti-dilutive effect on diluted net loss per share.

The computation of diluted net loss per share for the year ended December 31, 2024 excluded 17.8 million shares, subject to outstanding stock options and restricted stock because their inclusion would have had an anti-dilutive effect on diluted net loss per share.

The following potentially dilutive securities (in common stock equivalents) have been excluded from the computation of diluted weighted-average shares outstanding for the years ended December 31, 2025 and 2024, as they would be antidilutive:

Stock options

Restricted stock units

License, Research and Collaboration Agreements

26 unchanged sentences

The modified terms extended the non-cancelable lease term through May 2031.

The modified terms also included the right to use an additional 10,724 square feet that is expected to commence and be available for the Company’s use in May 2025.

The modified terms also included the right to use an additional 10,724 square feet that commenced in May 2025.

The classification and incremental borrowing rate for the lease did not change as a result of this lease modification.

21 unchanged sentences

‐The effective tax rate of our provision for income taxes differs from the federal statutory rate for the periods presented as follows:

Statutory rate

Share-based compensation & other nondeductible expenses

Research credits

Change in valuation allowance

Federal statutory rate

Adjustment resulting from the tax effect of:

State and local income tax, net of federal (national) income tax effect

Foreign Tax Effects

Effect of changes in tax laws or rates enacted in the current period

Effect of cross-border tax laws

Research and development tax credits

Changes in valuation allowance

Nontaxable or nondeductible items

Stock compensation & other nondeductible expenses

Changes in unrecognized tax benefits

Effective income tax rate

In 2025, state and local income taxes in Massachusetts comprise the state and local income taxes category.

The company had no federal or state income tax payments or refunds for the years ended December 31, 2025 and December 31, 2024.

The Company accounts for income taxes under the asset and liability method.

5 unchanged sentences

As of December 31, 2025, the Company has U.S.

federal and state net operating loss carryforwards (“NOLs”) of $ 79.8 .

million and $ 80.0 million, respectively.

federal and state net operating loss carryforwards (“NOLs”) of $ 200.4 million and $ 206.7 million, respectively.

As of December 31, 2025, the Company has federal and state research and development credit carryforwards (“R&D credits”) of $9.3 million and $2.5 million, respectively.

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Subsequent ownership changes may further affect the limitation in future years.

The Company has not yet conducted a study to determine if any such limitation exists.

The Tax Cuts and Jobs Act of 2017 (“TCJA”) amended IRC Section 174 to require capitalization of all research and developmental (R&D) costs incurred in tax years beginning after December 31, 2021.

These costs are required to be amortized with a half-year convention over five years if the R&D activities are performed in the U.S., or over 15 years if the activities were performed outside the U.S.

The Company capitalized approximately $ 39.9 million and amortized $ 14.3 million of R&D expenses incurred for the year ended December 31, 2024.

The One Big Beautiful Bill Act (“OBBBA”) enacted in 2025 allows for current deductibility of domestic R&D costs and immediate deduction for previously capitalized costs for certain taxpayers retroactive to 2024.

The Company elected to take the deduction in 2024.

As of December 31, 2025 and 2024, the Company had no uncertain tax positions, and as such, no related interest or penalties have been recorded in the statements of operations and comprehensive loss.

21 unchanged sentences

The Company’s business is research and development of drug candidates.

Costs, including supplies, outsourced development, personnel costs and other research and development costs are tracked to reported by major program.

Costs, including supplies, outsourced development, and other research and development costs are tracked by major program.

While internal personnel costs are tracked by program for overall program spending, it is not broken out for management review.

Facility and equipment costs are not allocated to programs.

3 unchanged sentences

Research and development

Stock-based compensation

General and administrative

2 unchanged sentences

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 8. Financial Statements and Supplementary Data