UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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COMPASS THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

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(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 29, 2022, Susan Kalled, PhD departed her position as Chief Scientific Officer of Compass Therapeutics, Inc. (the “Company”). Dr. Kalled’s Employment Agreement with the Company, dated April 26, 2021 provides, among other things, that, subject to signing a separation agreement and release in a form and manner satisfactory to the Company, Dr. Kalled will (1) receive severance equal to twelve months of her base salary, payable in substantially equal installments in accordance with the Company’s payroll practice over twelve months and (2) receive reimbursement of COBRA premiums for health benefit coverage or remain eligible to participate in the Company’s group employee benefits plan for up to twelve months, all subject to certain conditions, including that Dr. Kalled has not breached any of her continuing obligations, including those under the separation agreement and release.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.