Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)*
|
COMPASS Pathways plc (Name of Issuer) |
Ordinary Shares, par value (pound) 0.008 per share, represented by American Depositary Shares (Title of Class of Securities) |
20451W101 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 20451W101 |
| 1 | Names of Reporting Persons
Vivo Opportunity Fund Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,348,988.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) The number includes (i) 3,174,494 ordinary shares, par value (pound) 0.008 per share (the "Ordinary Shares") of COMPASS Pathways plc (the "Issuer"), which are represented by 3,174,494 American Depository Shares ("ADSs"); and (ii) 3,174,494 Ordinary Shares, represented by 3,174,494 ADSs, issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the Issuer's outstanding Ordinary Shares. All securities are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. (2) Based on the sum of (i) 93,561,753 Ordinary Shares outstanding of the Issuer as of May 6, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the "SEC") on May 8, 2025 and (ii) 3,174,494 Ordinary Shares, represented by 3,174,494 ADSs, issuable upon exercise of warrants held of records by Vivo Opportunity Fund Holdings, L.P.
SCHEDULE 13G
|
| CUSIP No. | 20451W101 |
| 1 | Names of Reporting Persons
Vivo Opportunity, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,348,988.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The number includes (i) 3,174,494 Ordinary Shares of the Issuer, which are represented by 3,174,494 ADSs; and (ii) 3,174,494 Ordinary Shares, represented by 3,174,494 ADSs, issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the Issuer's outstanding Ordinary Shares. All securities are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. (2) Based on the sum of (i) 93,561,753 Ordinary Shares outstanding of the Issuer as of May 6, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2025, and (ii) 3,174,494 Ordinary Shares, represented by 3,174,494 ADSs, issuable upon exercise of warrants held of records by Vivo Opportunity Fund Holdings, L.P.
SCHEDULE 13G
|
| CUSIP No. | 20451W101 |
| 1 | Names of Reporting Persons
Vivo Opportunity Cayman Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
375,782.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) The number includes (i) 187,891 Ordinary Shares of the Issuer, which are represented by 187,891 ADSs; and (ii) 187,891 Ordinary Shares, represented by 187,891 ADSs, issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the Issuer's outstanding Ordinary Shares. All securities are held of record by Vivo Opportunity Cayman Fund, L.P. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P. (2) Based on the sum of (i) 93,561,753 Ordinary Shares outstanding of the Issuer as of May 6, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2025, and (ii) 187,891 Ordinary Shares, represented by 187,891 ADSs, issuable upon exercise of certain warrants held of records by Vivo Opportunity Cayman Fund, L.P.
SCHEDULE 13G
|
| CUSIP No. | 20451W101 |
| 1 | Names of Reporting Persons
Vivo Opportunity Cayman, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
375,782.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The number includes (i) 187,891 Ordinary Shares of the Issuer, which are represented by 187,891 ADSs; and (ii) 187,891 Ordinary Shares, represented by 187,891 ADSs, issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the Issuer's outstanding Ordinary Shares. All securities are held of record by Vivo Opportunity Cayman Fund, L.P. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P. (2) Based on the sum of (i) 93,561,753 Ordinary Shares outstanding of the Issuer as of May 6, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2025, and (ii) 187,891 Ordinary Shares, represented by 187,891 ADSs, issuable upon exercise of certain warrants held of records by Vivo Opportunity Cayman Fund, L.P.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
COMPASS Pathways plc | |
| (b) | Address of issuer's principal executive offices:
33 Broadwick Street, London W1F 0DQ, United Kingdom | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Vivo Opportunity Fund Holdings, L.P., a Delaware limited partnership; (ii) Vivo Opportunity, LLC, a Delaware limited liability company. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. (iii) Vivo Opportunity Cayman Fund, L.P. a Cayman Islands limited partnership; (iv) Vivo Opportunity Cayman, LLC is a Cayman Islands limited liability company. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P. | |
| (b) | Address or principal business office or, if none, residence:
192 Lytton Avenue, Palo Alto, CA 94301. | |
| (c) | Citizenship:
| |
| (d) | Title of class of securities:
Ordinary Shares, par value (pound) 0.008 per share, represented by American Depositary Shares | |
| (e) | CUSIP No.:
20451W101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information set forth in rows 5 through 11 of the cover pages is incorporated by reference into this Item 4. | |
| (b) | Percent of class:
The information set forth in rows 5 through 11 of the cover pages is incorporated by reference into this Item 4. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Vivo Opportunity Fund Holdings, L.P.: (i) 3,174,494 Ordinary Shares, represented by 3,174,494 ADSs and (ii) 3,174,494 Ordinary Shares, represented by 3,174,494 ADSs, issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99%. Vivo Opportunity, LLC: (i) 3,174,494 Ordinary Shares, represented by 3,174,494 ADSs; and (ii) 3,174,494 Ordinary Shares, represented by 3,174,494 ADSs, issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99%. Vivo Opportunity Cayman Fund, L.P.: (i) 187,891 Ordinary Shares, represented by 187,891 ADSs and (ii) 187,891 Ordinary Shares, represented by 187,891 ADSs, issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99%. Vivo Opportunity Cayman, LLC: (i) 187,891 Ordinary Shares, represented by 187,891 ADSs; and (ii) 187,891 Ordinary Shares, represented by 187,891 ADSs, issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99%. | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Vivo Opportunity Fund Holdings, L.P.: (i) 3,174,494 Ordinary Shares, represented by 3,174,494 ADSs and (ii) 3,174,494 Ordinary Shares, represented by 3,174,494ADSs, issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99%. Vivo Opportunity, LLC: (i) 3,174,494 Ordinary Shares, represented by 3,174,494 ADSs; and (ii) 3,174,494 Ordinary Shares, represented by 3,174,494 ADSs, issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99%. Vivo Opportunity Cayman Fund, L.P.: (i) 187,891 Ordinary Shares, represented by 187,891 ADSs and (ii) 187,891 Ordinary Shares, represented by 187,891 ADSs, issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99%. Vivo Opportunity Cayman, LLC: (i) 187,891 Ordinary Shares, represented by 187,891 ADSs; and (ii) 187,891 Ordinary Shares, represented by 187,891 ADSs, issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99%. | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
Comments accompanying signature: 99.1 Joint Filing Statement
Exhibit Information
|
99.1 Joint Filing Statement |