Compass Therapeutics, Inc.
8.90%
15,219,994
1738021
20454B104
Aug 12, 2025
Aug 15, 2025, 05:28 PM
Reporting Persons (2)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| ORBIMED ADVISORS LLC | Investment Adviser | 8.90% | 15,219,994 | 0 | 15,219,994 |
| ORBIMED CAPITAL GP V LLC | Other | 8.90% | 15,219,994 | 0 | 15,219,994 |
Disclosure Items (7)
COMMON STOCK
Compass Therapeutics, Inc.
80 Guest Street, Suite 601, Boston, MA, 02135
OrbiMed Advisors is a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended. OrbiMed GP is a limited liability company organized under the laws of Delaware. Carl L. Gordon is a United States citizen. Sven H. Borho is a German and Swedish citizen. W. Carter Neild is a United States citizen. Geoffrey C. Hsu is a United States citizen. C. Scotland Stevens is a United States citizen. David P. Bonita is a United States citizen. Peter A. Thompson is a United States citizen. Matthew S. Rizzo is a United States citizen. Mona Ashiya is a United States citizen. Trey Block is a United States citizen.
601 Lexington Avenue, 54th Floor, New York, New York 10022.
OrbiMed Advisors is a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended. OrbiMed GP is a limited liability company organized under the laws of Delaware. Carl L. Gordon is a member of OrbiMed Advisors. Sven H. Borho is a member of OrbiMed Advisors. W. Carter Neild is a member of OrbiMed Advisors. Geoffrey C. Hsu is a member of OrbiMed Advisors. C. Scotland Stevens is a member of OrbiMed Advisors. David P. Bonita is a member of OrbiMed Advisors. Peter A. Thompson is a member of OrbiMed Advisors. Matthew S. Rizzo is a member of OrbiMed Advisors. Mona Ashiya is a member of OrbiMed Advisors. Trey Block is the Chief Financial Officer of OrbiMed Advisors.
Not applicable.
Item 2(a) is incorporated herein by reference.
Not applicable.
The following disclosure is based upon 171,572,498 outstanding Shares, as set forth in the Issuer's Rule 424(b)(5) Prospectus filed with the SEC on August 13, 2025. As of the date of this filing, OrbiMed Private Investments V - KA, LP ("OPI V-KA"), a limited partnership organized under the laws of Delaware, holds 15,219,994 Shares constituting approximately 8.9% of the issued and outstanding Shares. OrbiMed GP is the general partner of OPI V-KA, pursuant to the terms of the limited partnership agreement of OPI V-KA, and OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. As a result, OrbiMed Advisors and OrbiMed GP share power to direct the vote and disposition of the Shares held by OPI V-KA and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI V KA. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI V-KA. In addition, OrbiMed Advisors and OrbiMed GP, pursuant to their authority under the limited partnership agreements of OPI V-KA, caused OPI V-KA to enter into the agreements referred to in Item 6 below.
Item 5(a) is incorporated by reference herein.
Not applicable.
Not applicable.
Not applicable.
In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed GP is the general partner of OPI V-KA, pursuant to the terms of the limited partnership agreement of OPI V KA. Pursuant to this agreement and relationship, OrbiMed GP has discretionary investment management authority with respect to the assets of OPI V-KA. Such authority includes the power to vote and otherwise dispose of securities held by OPI V-KA. The number of outstanding Shares of the Issuer attributable to OPI V-KA is 15,219,994. OrbiMed GP, pursuant to its authority under the limited partnership agreement of OPI V-KA, may be considered to hold indirectly 15,219,994 Shares. OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. Pursuant to these agreements and relationships, OrbiMed Advisors and OrbiMed GP have discretionary investment management authority with respect to the assets of OPI V-KA. Such authority includes the power of OrbiMed GP to vote and otherwise dispose of securities held by OPI V-KA. The number of outstanding Shares attributable to OPI V-KA is 15,219,994 Shares. OrbiMed Advisors, pursuant to its authority under the terms of the limited liability company agreement of OrbiMed GP, may also be considered to hold indirectly 15,219,994 Shares. Carl L. Gordon ("Gordon"), a member of OrbiMed Advisors, is a member of the Board of Directors of the Issuer and, accordingly, OrbiMed Advisors and OrbiMed GP may have the ability to affect and influence control of the Issuer. From time to time, Gordon may receive stock options or other awards of equity-based compensation pursuant to the Issuer's compensation arrangements for non-employee directors. Pursuant to an agreement with OrbiMed Advisors and OrbiMed GP, Gordon is obligated to transfer any securities issued under any such stock options or other awards, or the economic benefit thereof, to OrbiMed Advisors and OrbiMed GP, which will in turn ensure that such securities or economic benefits are provided to OPI V-KA. Additionally, OPI V-KA and certain other stockholders of the Issuer are party to registration rights agreements with the Issuer, summaries of which are set forth in Amendment No. 3.
------------------------------------------------------------------------------------------------------------------------------------- Exhibit Description ------------------------------------------------------------------------------------------------------------------------------------- 1. Joint Filing Agreement among OrbiMed Advisors LLC and OrbiMed Capital GP V LLC. ------------------------------------------------------------------------------------------------------------------------------------- 2. Registration Rights Agreement by and among the Issuer and the investors signatory thereto dated June 19, 2020 (incorporated by reference to Exhibit 10.7 to the Issuer's From 8-K filed with the SEC on June 23, 2020 (File No. 000-55939)). ------------------------------------------------------------------------------------------------------------------------------------- 3. Registration Rights Agreement by and among the Issuer and the investors signatory thereto, dated November 2, 2022 (incorporated by reference to Exhibit 10.1 to the Issuer's Form 10-Q filed with the SEC on November 9, 2022 (File No. 001-39696)). -------------------------------------------------------------------------------------------------------------------------------------