9 unchanged sentences
Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.
−Removed: Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of December 31, 2024.
+Added: Based on this evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Management ’ s Report on Internal Control over Financial Reporting
11 unchanged sentences
Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
−Removed: As an “emerging growth company” under the JOBS Act, we are exempt from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002.
+Added: As a smaller reporting company, we are exempt from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002.
As a result, our independent registered public accounting firm has not audited or issued an attestation report with respect to the effectiveness of our internal control over financial reporting as of December 31, 2025.
3 unchanged sentences
Rule 10b5-1 Trading Plans
−Removed: During the three months December 31, 2024, none of our directors or officers adopted, materially modified, or terminated any contract, instruction, or written plan for the purchase or sale our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangement.
+Added: During the three months ended December 31, 2025, none of our directors or officers adopted, materially modified, or terminated any contract, instruction, or written plan for the purchase or sale our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangement.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
1 unchanged sentence
Directors, Executive Officers and Corporate Governance.
−Removed: Except to the extent provided below, the information required by this Item 10 will be included in our Definitive Proxy Statement to be filed with the Securities and Exchange Commission ("SEC"), with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.
+Added: The information required by this Item 10 will be included in our Definitive Proxy Statement to be filed with the Securities and Exchange Commission ("SEC"), with respect to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference .
Executive Compensation.
1 unchanged sentence
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
−Removed: The information required by this Item 12 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.
+Added: Except to the extent provided below, the information required by this Item 12 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference.
+Added: 2025 Inducement Plan
+Added: In December 2025, our board of directors adopted the Inducement Plan.
+Added: The Inducement Plan provides for the grant of non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards, and dividend equivalent rights with respect to an aggregate of 4,000,000 shares of common stock (subject to adjustment as provided in the Inducement Plan).
+Added: Awards under the Inducement Plan may only be granted to new employees who were not previously employed by us or our affiliates in accordance with the requirements of Nasdaq Stock Market Rule 5635(c)(4).
+Added: The Inducement Plan provides that in the event of a merger, consolidation, reorganization, substantial asset sale, stock sale or similar event affecting the Company in which the owners of the Company’s outstanding voting power prior to such event do not own at least a majority of the voting power of the successor or surviving entity (in each case, a “Sale Event”), to the extent that awards are not assumed, continued or substituted by the successor entity, the Inducement Plan and all outstanding awards will terminate.
+Added: In such case, except as may otherwise be provided in the relevant award certificate, all options and stock appreciation rights granted thereunder with time-based vesting conditions or restrictions that are not vested and/or exercisable immediately prior to the effective time of the Sale Event shall become fully vested and exercisable as of the effective time of the Sale Event, all other outstanding awards granted thereunder with time-based vesting, conditions, or restrictions shall become fully vested and exercisable or nonforfeitable as of the effective time of the Sale Event, and all outstanding awards granted thereunder with conditions and restrictions relating to the attainment of performance goals may become vested and exercisable or nonforfeitable in connection with a Sale Event in the Administrator’s discretion or to the extent specified in the relevant award certificate.
+Added: If the Inducement Plan and outstanding awards terminate, each holder of an outstanding stock option or stock appreciation right may receive a payment, in cash or in kind, from the Company equal to the excess of the consideration payable per share in the Sale Event over the applicable exercise price, multiplied by the number of shares of Common Stock then exercisable under the stock option or stock appreciation right (to the extent then exercisable at prices not exceeding such consideration payable per share) or be permitted to exercise their stock option or stock appreciation right (to the extent exercisable) for a period of time prior to the termination of the Inducement Plan, as determined by the Administrator.
+Added: Stock options or stock appreciation rights with exercise prices equal to or greater than the consideration payable per share in the Sale Event may be cancelled for no consideration.
+Added: The Company shall also have the option to make or provide for payment, in cash or in kind, to grantee holding other awards in an amount equal to the sale price multiplied by the number of vested shares of Common Stock underlying such awards.
Certain Relationships and Related Transactions, and Director Independence.
14 unchanged sentences
Description of Registered Securities (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed with the SEC on March 5, 2021)
+Added: Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on August 13, 2025).
2020 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 23, 2020)
25 unchanged sentences
(incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on August 16, 2021)
−Removed: Insider Trading Compliance Policy
+Added: Compass Therapeutics, Inc.
+Added: 2025 Inducement Plan
+Added: Employment Agreement between Compass Therapeutics, Inc.
+Added: and Arjun Prasad, dated January 1, 2026
+Added: Employment Agreement between Compass Therapeutics, Inc.
+Added: and Cynthia Sirard, dated January 1, 2026
+Added: Insider Trading Compliance Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed with the SEC on February 27, 2025)
Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Current Report on Form 8-K filed with the SEC on June 23, 2020)
23 unchanged sentences
Compass Therapeutics, Inc.
−Removed: February 27, 2025
+Added: March 5, 2026
/s/ Thomas Schuetz
8 unchanged sentences
Chief Executive Officer and Vice Chair of the Board (Principal Executive Officer)
−Removed: February 27, 2025
+Added: March 5, 2026
/s/ Barry Shin
Chief Financial Officer (Principal Financial Officer)
−Removed: February 27, 2025
+Added: March 5, 2026
/s/ Neil Lerner
Chief Accounting Officer (Principal Accounting Officer)
−Removed: February 27, 2025
+Added: March 5, 2026
Chair of the Board
−Removed: February 27, 2025
+Added: March 5, 2026
/s/ Phil Ferneau
−Removed: February 27, 2025
+Added: March 5, 2026
/s/ Mary Ann Gray
−Removed: February 27, 2025
+Added: March 5, 2026
Mary Ann Gray
/s/ Ellen Chiniara
−Removed: February 27, 2025
+Added: March 5, 2026
Ellen Chiniara
/s/ James Boylan
−Removed: February 27, 2025
+Added: March 5, 2026
/s/ Richard Lindahl
−Removed: February 27, 2025
+Added: March 5, 2026
Richard Lindahl
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.