Sec Form 13D Filing - Commander Aggregator LP filing for Compass Therapeutics Inc. (CMPX) - 2022-11-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )*

Compass Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

20454B104

(CUSIP Number)

Commander Aggregator, LP

c/o The Corporation Trust Company

Corporation Trust Center, 1209 Orange Street

Wilmington, New Castle, Delaware 19801

Attention: James P. Boylan

(302) 658-7581

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with a copy to:

Sophia Hudson, P.C.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

(212) 446-4800

November 4, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 20454B104

CUSIP No. 20454B104

CUSIP No. 20454B104

CUSIP No. 20454B104

Item 1. Security and Issuer.

The class of equity security to which this Statement on Schedule 13D (“Statement”) relates is shares of common stock, par value $0.0001 per share (“Common Stock”) of Compass Therapeutics, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive office is 80 Guest St., Suite 601, Boston, Massachusetts.

Item 2. Identity and Background.

(a) This Statement is being jointly filed on behalf of each of the following entities (collectively, the “Reporting Entities”):

(b)The address of the principal business office of each of the Reporting Entities is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle, Delaware 19801.

(c) The principal business of Commander Aggregator, LP and Enavate Sciences, LP (together, the “Partnerships”) is investing in securities and providing strategic growth support to the targets of those investments. The principal business of Enavate Sciences GP, LLC is performing the functions of, and serving as, the sole general partner of each of the Partnerships. The principal business of Enavate Sciences Holdings, LLC is performing the functions of, and serving as, the sole and managing member of Enavate Sciences GP, LLC.

(d) - (e) During the last five years, none of the Reporting Entities has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) See responses to Item 6 of each cover page.

Item 3. Source and Amount of Funds or Other Consideration.

All of the shares of Common Stock reported herein as beneficially owned by the Reporting Entities were acquired pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), dated November 2, 2022, by and among the Issuer, Commander Aggregator, LP and the other investors party thereto. Pursuant to the Purchase Agreement, on November 4, 2022, Commander Aggregator, LP was issued 7,788,150 shares of Common Stock in a private placement at a purchase price of $3.21 per share (the “Private Placement”) financed with available cash assets.

Item 4. Purpose of Transaction.

The Reporting Entities acquired the Common Stock because they believe it represents an attractive investment opportunity.

The Reporting Entities have from time to time engaged in discussions with members of management and the board of directors of the Issuer (the “Board”), including with respect to the composition of the Board. As further discussed in Item 6 below, pursuant to the Purchase Agreement, Commander Aggregator, LP has the right to designate and appoint one director to the Board and has designated and appointed one director to the Board. The Reporting Entities have also from time to time engaged in discussions with other shareholders of the Issuer and may, from time to time, continue to engage in discussions with members of management and the Board, other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other third parties regarding a variety of matters relating to the Issuer, which may include, among other things, the Issuer’s business, management, capital structure and allocation, corporate governance, composition of the Board and strategic alternatives and direction, and may pursue other plans or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D.

The Reporting Entities expect to evaluate on an ongoing basis the Issuer’s financial condition and prospects and their respective interests in, and intentions with respect to, the Issuer and their respective investments in the securities of the Issuer, which review may be based on various factors, including the Issuer’s business and financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s securities in particular, as well as other developments and other investment opportunities. Accordingly, each Reporting Entity reserves the right to change its intentions, as it deems appropriate. In particular, each Reporting Entity may at any time and from time to time, in the open market, in privately negotiated transactions or otherwise, increase its holdings in the Issuer or dispose of all or a portion of the securities of the Issuer that the Reporting Entities now own or may hereafter acquire.

Item 5. Interest in Securities of the Issuer.

(a)-(b) The information requested in these items is incorporated herein by reference to the cover pages of this Statement and the responses to Item 2 of this Statement. The following disclosure is based upon 126,191,473 shares of Common Stock of the Issuer issued and outstanding as of November 7, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on November 9, 2022.

The shares Common Stock reported on this Statement are held directly by Commander Aggregator, LP. Commander Aggregator, LP is a wholly-owned subsidiary of Enavate Sciences, LP. Enavate Sciences GP, LLC is the sole general partner of each of Enavate Sciences, LP and Commander Aggregator, LP. Enavate Sciences Holdings, LLC is the sole and managing member of Enavate Sciences GP, LLC. Patient Square Equity Advisors, LP is the sole and managing member of Enavate Sciences Holdings, LLC, and has delegated all investment decisions with respect to the Common Stock, including voting and dispositive power, to the board of managers of Enavate Sciences Holdings, LLC (the “Holdings Board”). All voting and investment decisions with respect to the Common Stock are made by a majority of the votes of the Holdings Board. As of the date of this Statement, the members of the Holdings Board consist of Jim Momtazee, Neel Varshney, Laura Furmanski and Jim Boylan, each of whom expressly disclaims beneficial ownership of the Common Stock.

As of the date of this Statement, Commander Aggregator, LP directly holds 7,788,150 shares of Common Stock constituting approximately 6.17% of the issued and outstanding shares of Common Stock outstanding as of the date of this Statement. By virtue of the relationship among the Reporting Entities as described in this Section 5, each such Reporting Entity may be deemed to share the power to vote or direct the vote and to share the power to dispose of or direct the disposition of the 7,788,150 shares of Common Stock reported on this Statement.

(c) Except as otherwise set forth in this Statement, none of the Reporting Entities has effected any transactions in the Common Stock during the past 60 days.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Common Stock.

(e) Inapplicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Registration Rights Agreement

In connection with the consummation of the Private Placement, the Issuer and certain of its stockholders, including Commander Aggregator, LP, entered into a Registration Rights Agreement, dated November 2, 2022 (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, Commander Aggregator, LP, as well as the other stockholders thereto, have certain customary registration rights, including piggyback registration rights, with respect to the shares of Common Stock acquired in the Private Placement, subject to cut-back provisions and other terms and conditions of the Registration Rights Agreement.

Director Nomination Rights

Pursuant to the Purchase Agreement, for so long as Commander Aggregator, LP holds, directly or indirectly, an aggregate of at least 3,894,075 shares of Common Stock, as adjusted for any stock splits, recapitalizations and other similar events, Commander Aggregator LP will have the right to nominate for election one member to the board of directors of the Issuer. Commander Aggregator, LP’s initial nominee, Jim Boylan, was appointed to the board of directors of the Issuer at the closing of the Private Placement as a Class II director.

The foregoing descriptions of the arrangements under the Registration Rights Agreement and the Purchase Agreement contained in this Item 6 are not intended to be complete and are qualified in their entirety by reference to such documents, which are filed as exhibits hereto and incorporated by reference herein.

Item 7. Material to be Filed as Exhibits

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: November 10, 2022