UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 22, 2026, the Board of Directors (the “Board”) of Compass Therapeutics, Inc. (the “Company”) approved the adoption of the Second Amended and Restated Bylaws of the Company, effective as of June 22, 2026 (the “New Bylaws”), which amend and restate the Amended and Restated Bylaws of the Company, dated as of July 17, 2020 (the “Existing Bylaws”), in their entirety. The New Bylaws amended the Existing Bylaws to establish exclusive jurisdiction in the United States District Courts for the District of Delaware and District of Massachusetts for resolving any action asserting a claim arising under Securities Act of 1933, as amended.
The foregoing description of the New Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the New Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Second Amended and Restated Bylaws | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 hereunto duly authorized.
| Compass Therapeutics, Inc. | ||
| Date: June 22, 2026 | By: | /s/ Neil Lerner |
| Neil Lerner | ||
| Chief Accounting Officer | ||