cmpx20250930

cmpx20250930_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _________________

Commission File Number: 001-39696

COMPASS THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	82-4876496
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

80 Guest St., Suite 601 Boston, Massachusetts	02135
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 500-8099

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

CMPX

Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 30, 2025, the registrant had 177,862,102 shares of common stock, $0.0001 par value per share, outstanding.

Auditor Firm Id: 596

Auditor Name: CohnReznick LLP

Auditor Location: Melville, NY U.S.A.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets (Unaudited)	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	2
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows (Unaudited)	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II.	OTHER INFORMATION	21
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	22

	Signatures	23

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Compass Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except par value)

	September 30, 2025 (unaudited)			December 31, 2024 (Note 1)
Assets
Current assets:
Cash and cash equivalents	$	46,212		$	43,483
Marketable securities		173,683			83,239
Prepaid expenses and other current assets		1,225			6,029
Total current assets		221,120			132,751
Property and equipment, net		119			353
Operating lease, right-of-use ("ROU") asset		9,452			6,731
Restricted cash		568			568
Total assets	$	231,259		$	140,403
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	3,095		$	2,249
Accrued expenses		8,684			6,287
Operating lease obligations, current portion		633			338
Total current liabilities		12,412			8,874
Operating lease obligations, long-term portion		9,234			6,296
Total liabilities		21,646			15,170
Commitments and contingencies (Note 7)
Stockholders' equity:
Common stock, $0.0001 par value: 300,000 shares authorized; 177,572 and 137,820 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		53			14
Additional paid-in-capital		624,742			489,692
Accumulated other comprehensive income		274			210
Accumulated deficit		(415,456	)		(364,683	)
Total stockholders' equity		209,613			125,233
Total liabilities and stockholders' equity	$	231,259		$	140,403

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Compass Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(In thousands, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Licensing revenue	$	—		$	—		$	—		$	850
Operating expenses:
Research and development		12,826			8,612			42,297			29,304
General and administrative		2,991			3,627			12,552			11,597
Total operating expenses		15,817			12,239			54,849			40,901
Loss from operations		(15,817	)		(12,239	)		(54,849	)		(40,051	)
Interest income		1,558			1,758			4,076			5,709
Net loss	$	(14,259	)	$	(10,481	)	$	(50,773	)	$	(34,342	)
Net loss per share - basic and diluted	$	(0.08	)	$	(0.08	)	$	(0.34	)	$	(0.25	)
Basic and diluted weighted average shares outstanding		168,782			137,589			148,545			137,263
Other comprehensive loss:
Net loss	$	(14,259	)	$	(10,481	)	$	(50,773	)	$	(34,342	)
Unrealized gain on marketable securities		66			577			64			449
Comprehensive loss	$	(14,193	)	$	(9,904	)	$	(50,709	)	$	(33,893	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Compass Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(In thousands)

	Common Stock				Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Stockholders'
	Shares		Amount		Capital			(Loss) Income			Deficit			Equity
Balance at December 31, 2024		137,820	$	14	$	489,692		$	210		$	(364,683	)	$	125,233
Stock-based awards, net of tax remittance		462		—		(815	)		—			—			(815	)
Stock-based compensation		—		—		2,514			—			—			2,514
Unrealized loss on marketable securities		—		—		—			(20	)		—			(20	)
Net loss		—		—		—			—			(16,633	)		(16,633	)
Balance at March 31, 2025		138,282		14		491,391			190			(381,316	)		110,279
Stock-based compensation		—		—		2,791			—			—			2,791
Unrealized loss on marketable securities		—		—		—			18			—			18
Net loss		—		—		—			—			(19,881	)		(19,881	)
Balance at June 30, 2025		138,282	$	14	$	494,182		$	208		$	(401,197	)	$	93,207
Common stock and warrants issued, net of costs of $8.6 million		39,290		39		129,322			—			—			129,361
Stock-based compensation		—		—		1,238			—			—			1,238
Unrealized loss on marketable securities		—		—		—			66			—			66
Net loss		—		—		—			—			(14,259	)		(14,259	)
Balance at September 30, 2025		177,572	$	53	$	624,742		$	274		$	(415,456	)	$	209,613


Balance at December 31, 2023		127,668	$	13	$	463,796		$	37		$	(315,308	)	$	148,538
Common stock issued, net of costs of $0.5 million		9,790		1		17,568			—			—			17,569
Stock-based awards, net of tax remittance		131		—		(136	)		—			—			(136	)
Stock-based compensation		—		—		2,003			—			—			2,003
Unrealized loss on marketable securities		—		—		—			(127	)		—			(127	)
Net loss		—		—		—			—			(10,787	)		(10,787	)
Balance at March 31, 2024		137,589		14		483,231			(90	)		(326,095	)		157,060
Stock-based compensation		—		—		2,121			—			—			2,121
Unrealized loss on marketable securities		—		—		—			(1	)		—			(1	)
Net loss		—		—		—			—			(13,076	)		(13,076	)
Balance at June 30, 2024		137,589	$	14	$	485,352		$	(91	)	$	(339,171	)	$	146,104
Stock-based compensation		—		—		2,198			—			—			2,198
Unrealized gain on marketable securities		—		—		—			577			—			577
Net loss		—		—		—			—			(10,481	)		(10,481	)
Balance at September 30, 2024		137,589	$	14	$	487,550		$	486		$	(349,652	)	$	138,398

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Compass Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	For the Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(50,773	)	$	(34,342	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		259			449
Share-based compensation		6,543			6,322
Amortization of premium and discount on marketable securities		(477	)		(1,381	)
ROU asset amortization		843			945
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		4,804			(4,318	)
Accounts payable		846			(3,130	)
Accrued expenses		2,397			402
Operating lease liability		(331	)		(640	)
Net cash used in operating activities		(35,889	)		(35,693	)
Cash flows from investing activities:
Purchase of property and equipment		(25	)		(44	)
Purchases of marketable securities		(167,082	)		(78,297	)
Proceeds from sale or maturities of marketable securities		77,179			109,743
Net cash (used in) provided by investing activities		(89,928	)		31,402
Cash flows from financing activities:
Proceeds from issuance of common stock and warrants		137,999			18,113
Issuance costs from issuance of common stock		(8,638	)		(545	)
Taxes paid related to net shares settlement of RSUs		(815	)		(136	)
Net cash provided by financing activities		128,546			17,432
Net change in cash, cash equivalents and restricted cash		2,729			13,141
Cash, cash equivalents and restricted cash at beginning of period		44,051			24,228
Cash, cash equivalents and restricted cash at end of period	$	46,780		$	37,369
Reconciliation of cash, cash equivalents and restricted cash to the Condensed Consolidated Balance Sheets
Cash and cash equivalents	$	46,212		$	19,404
Restricted cash		568			—
Total cash, cash equivalents and restricted cash	$	46,780		$	19,404
Supplemental disclosure of cash flow information
Unrealized gain (loss) on marketable securities	$	64		$	(449	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Compass Therapeutics, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

1.	Nature of Business and Basis of Presentation

Compass Therapeutics, Inc. (“Compass” or the “Company”) is a clinical-stage, oncology-focused biopharmaceutical company developing proprietary antibody-based therapeutics to treat multiple human diseases. The Company’s scientific focus is on the relationship between angiogenesis and the immune system. The pipeline includes novel product candidates that leverage our understanding of the tumor microenvironment, including both angiogenesis-targeted agents and immune-oncology focused agents. These product candidates are designed to optimize critical biological pathways required for an effective anti-tumor response to cancer. These pathways 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. The Company plans to advance its product candidates through clinical development as both standalone therapies and in combination with its proprietary drug candidates as long as their continued development is supported by clinical and nonclinical data.

The Company is subject to risks and uncertainties common to companies in the biotechnology and pharmaceutical industries. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s technology will be obtained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s consolidated financial position as of September 30, 2025 and its consolidated results of operations, comprehensive loss and changes in stockholders’ equity for the three and nine months ended September 30, 2025 and 2024 and cash flows for the nine months ended September 30, 2025 and 2024. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

The unaudited condensed consolidated financial statements include the accounts of Compass Therapeutics, Inc. and its subsidiaries, and have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet at December 31, 2024 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”).

Liquidity

Since inception, the Company has devoted substantially all of its efforts to organizing and staffing, business planning, raising capital, research and development activities, building its intellectual property portfolio and providing general and administrative support for these operations. The Company has funded its operations with proceeds from the sale of equity securities and borrowing from debt arrangements. Through September 30, 2025, the Company has received $568 million in gross proceeds from the sale of equity securities. As of September 30, 2025, we had cash, cash equivalents and marketable securities of $220 million. Based on our research and development plans, we expect that such cash resources will enable us to fund our operating expenses and capital expenditure requirements into 2028.

2.	Summary of Significant Accounting Policies

There have been no material changes to the significant accounting policies previously disclosed in the Company’s Annual Report.

3.	Fair Value Measurements

The following tables represent the Company’s financial assets that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands):

	September 30, 2025:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
Assets
Corporate bonds	$	—	$	83,674	$	—	$	83,674
Commercial paper		71,395		—		—		71,395
Certificates of deposit		—		13,194		—		13,194
U.S. government treasuries		1,678		—		—		1,678
Asset-backed securities		—		3,742		—		3,742
Money market funds (cash equivalents)		12,840		—		—		12,840
Total assets	$	85,913	$	100,610	$	—	$	186,523

	December 31, 2024:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
Assets
Corporate bonds	$	—	$	44,963	$	—	$	44,963
Commercial paper		12,084		—		—		12,084
Certificates of deposit		—		15,269		—		15,269
U.S. government treasuries		4,399		—		—		4,399
Asset-backed securities		—		6,524		—		6,524
Money market funds (cash equivalents)		23,880		—		—		23,880
Total assets	$	40,363	$	66,756	$	—

SEC Form 10-Q filed by Compass Therapeutics Inc.