▸ Changes in U.S. patent law or the patent law of other countries or jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our future product candidates.· · ● 1 ▸ Each “Ten Percent Shareholder” (as defined below) in a non-U.S. corporation that is classified as a “controlled foreign corporation,” or a CFC, for U.S. federal income tax purposes generally is required to include in income for U.S. federal tax· · ● 1 ▸ Our operating activities may be restricted as a result of covenants related to our Loan Agreement, which could have a material adverse effect on our business, financial condition and results of operation.· · ● 1 ▸ The PIPE Warrants may not be exercised.· · ● 1 ▸ The number of shares registered for sale by certain selling stockholders is significant in relation to the number of our outstanding ordinary shares.· · ● 1 ▸ We may not have cash available in an amount sufficient to enable us to make interest or principal payments on our indebtedness when due and our payment obligations may be accelerated upon an event of default.· · ● 1 ▸ We may not satisfy the milestones or conditions set forth in our Loan Agreement with Hercules in order to draw down additional funding on our term loan facility.· · ● 1 ▸ Liability claims resulting from any of the events described above could have a material adverse effect on our business, financial condition and results of operations.· ● ● 2 ▸ We are a “smaller reporting company” and the reduced disclosure requirements applicable to smaller reporting companies may make our securities less attractive to investors.· ● ● 2 ▸ If the FDA, the EMA, the MHRA or a comparable foreign regulatory authority approves COMP360 or any future therapeutic candidates, the manufacturing processes, labeling, packaging, distribution, adverse event reporting, storage,· ● · 1 ▸ Payments made to physicians and other healthcare professionals in certain EU Member States must be publicly disclosed. Moreover, agreements with physicians often must be the subject of prior notification and approval by the physician’s· ● · 1 ▸ The successful commercialization of our investigational COMP360 psilocybin therapy or any future therapeutic candidates will depend in part on the extent to which governmental authorities and health insurers establish adequate· ● · 1 ▸ Therapies containing controlled substances may generate public controversy. Political and social pressures and adverse publicity could lead to delays in approval of, and increased expenses for, COMP360 and any future therapeutic candidates we· ● · 1 ▸ For more information regarding our principal shareholders and their affiliated entities, see “Related Party Transactions” and “Principal Shareholders.”● · · 1 ▸ Holders of ADSs may not be able to participate in equity offerings we may conduct from time to time.● · · 1 ▸ Holders of our ADSs are not treated as holders of our ordinary shares.● · · 1 ▸ Our business and results of operations may be negatively impacted by the UK’s withdrawal from the EU.● · · 1 ▸ Our future growth and ability to compete effectively depends on retaining our key personnel and recruiting additional qualified personnel, and on the key personnel employed by our collaborative partners.● · · 1 ▸ We are no longer a foreign private issuer, which will result in significant additional cost and expense.● · · 1 ▸ Our business is subject to economic, political, regulatory and other risks associated with international operations.● · ● 2 ▸ ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.● ● ● 3 ▸ As an English domiciled public limited company, certain capital structure decisions will require shareholder approval, which may limit our flexibility to manage our capital structure.● ● ● 3 ▸ Because we have no present intention to pay dividends on our ordinary shares for the foreseeable future, capital appreciation, if any, will be your sole source of gains and you may never receive a return on your investment.● ● ● 3 ▸ Changes and uncertainties in the tax system in the countries in which we have operations could materially adversely affect our financial condition and results of operations, and reduce net returns to our shareholders.● ● ● 3 ▸ Changes in methods of therapeutic candidate manufacturing or formulation may result in additional costs or delay.● ● ● 3 ▸ Changes in patent laws or patent jurisprudence could diminish the value of patents in general or prevent us from obtaining patents and thereby impair our ability to protect our investigational treatments.● ● ● 3 rw ▸ Claims of U.S. civil liabilities may not be enforceable against us.● ● ● 3 ▸ Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and protect other proprietary information.● ● ● 3 ▸ Each U.S. Holder should consult its own tax advisors with respect to the potential adverse U.S. tax consequences of becoming a Ten Percent Shareholder in a CFC.● ● ● 3 ▸ European data collection is governed by restrictive privacy and security regulations governing the use, processing and cross-border transfer of personal information.● ● ● 3 ▸ Even once enrolled, we may be unable to retain a sufficient number of patients to complete any of our trials.● ● ● 3 ▸ Exchange rate fluctuations may materially affect our results of operations and financial condition.● ● ● 3 ▸ Fast Track designation, if granted by the FDA, may not actually lead to a faster development or regulatory review or approval process.● ● ● 3 rw ▸ Fluctuations in the exchange rate between the U.S. dollar and the pound sterling may increase the risk of holding our ADSs.● ● ● 3 ▸ For these reasons, a significant disruptive event of the manufacturing facility could have a material adverse effect on our business, including placing our financial stability at risk.● ● ● 3 ▸ Holders of ADSs may be subject to limitations on the transfer of their ADSs and the withdrawal of the underlying ordinary shares.● ● ● 3 ▸ If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.● ● ● 3 ▸ If securities or industry analysts do not continue to publish research or publish inaccurate research or unfavorable research about our business, the price of our ADSs and trading volume could decline.● ● ● 3 ▸ If we are a controlled foreign corporation, there could be adverse U.S. federal income tax consequences to certain U.S. Holders● ● ● 3 ▸ If we are not able to maintain and enhance our reputation and brand recognition, our business, financial condition and results of operations will be harmed.● ● ● 3 ▸ If we do not obtain protection under the Hatch-Waxman Amendments and similar foreign legislation for extending the term of patents covering each of our investigational treatments, our business may be materially harmed.● ● ● 3 rw ▸ If we were classified as a passive foreign investment company, it would result in adverse U.S. federal income tax consequences to U.S. holders.● ● ● 3 ▸ Intellectual property litigation could cause us to spend substantial resources, distract our personnel from their normal responsibilities, harming our reputation and our business operations.● ● ● 3 ▸ Intellectual property rights do not necessarily address all potential threats to our competitive advantage.● ● ● 3 ▸ Issued patents covering one or more of our investigational therapeutics could be found invalid or unenforceable if challenged in court.● ● ● 3 ▸ Our business and operations would suffer in the event of computer system failures, cyber-attacks or deficiencies in our cyber security or cyber security of our collaborators, vendors and other partners.● ● ● 3 ▸ Our current and potential future digital technologies may not be successful, which may adversely affect our business, financial condition and results of operations.● ● ● 3 ▸ Our limited history as a clinical stage company may make it difficult for you to evaluate the success of our business to date and to assess our future viability.● ● ● 3 rw ▸ Raising additional capital may cause dilution to holders of our ordinary shares or ADSs, restrict our operations or require us to relinquish rights to COMP360 or any future therapeutic candidates.● ● ● 3 ▸ Research and development of drugs targeting the central nervous system is particularly difficult, which makes it difficult to predict and understand why the drug has a positive effect on some patients but not others.● ● ● 3 ▸ Risks Related to Development, Clinical Testing and Commercialization of Our Investigational COMP360 Psilocybin Treatment and Any Future Therapeutic Candidates● ● ● 3 rw ▸ group Risks Related to Intellectual Property● ● ● 3 ▸ Risks Related to Our Business Operations, Managing Growth and Employee Matters● ● ● 3 ▸ group Risks Related to Our Controls Over Financial Reporting● ● ● 3 ▸ group Risks Related to Our Dependence on Third Parties● ● ● 3 ▸ Risks Related to Our Financial Position and Need for Additional Capital● ● ● 3 ▸ group Risks Related to Regulatory Compliance● ● ● 3 ▸ group Risks Related to the Ownership of Our ADSs● ● ● 3 ▸ Shareholder protections found in provisions under the UK City Code on Takeovers and Mergers, or the Takeover Code, will not apply if our place of central management and control remains outside of the UK (or the Channel Islands or the Isle of Man).● ● ● 3 ▸ Should any of these events occur, they could have a material adverse effect on our business, financial condition, results of operations, and prospects.● ● ● 3 ▸ Tax authorities may disagree with our positions and conclusions regarding certain tax positions, or may apply existing rules in an unforeseen manner, resulting in unanticipated costs, taxes or non-realization of expected benefits.● ● ● 3 ▸ The distribution of pharmaceutical products is subject to additional requirements and regulations, including licensing, extensive record-keeping, storage and security requirements intended to prevent the unauthorized sale of pharmaceutical products.● ● ● 3 ▸ The increasing use of social media platforms presents new risks and challenges.● ● ● 3 ▸ The market price of our ADSs has been and will likely continue to be volatile and you could lose all or part of your investment.● ● ● 3 ▸ The potential reclassification of psilocybin and psilocin in the United States could create additional regulatory burdens on our operations and negatively affect our results of operations.● ● ● 3 ▸ The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.● ● ● 3 ▸ Unfavorable global economic conditions have in the past andcould in the future adversely affect our business, financial condition or results of operations.● ● ● 3 rw ▸ We anticipate that we will face intense and increasing competition as new treatments enter the market.● ● ● 3 ▸ We are subject to certain tax risks and treatments that could negatively impact our results of operations.● ● ● 3 ▸ We could experience difficulty enforcing our contracts.● ● ● 3 ▸ We face substantial competition and our competitors may discover, develop or commercialize treatments before or more successfully than us, which may result in the reduction or elimination of our commercial opportunities.● ● ● 3 rw ▸ We have never commercialized a therapeutic candidate before and may lack the necessary expertise, personnel and resources to successfully commercialize our treatments on our own or with suitable collaborators.● ● ● 3 rw ▸ We may be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property, or claiming ownership of what we regard as our own intellectual property.● ● ● 3 ▸ We may be unable to use net operating loss and tax credit carryforwards and certain built-in losses to reduce future tax payments or benefit from favorable UK tax legislation.● ● ● 3 ▸ We may become subject to U.S. federal and state forfeiture laws which could negatively impact our business operations.● ● ● 3 ▸ We may not be able to protect our intellectual property rights throughout the world and may face difficulties in certain jurisdictions, which may diminish the value of intellectual property rights in those jurisdictions.● ● ● 3 ▸ We may not be successful in obtaining or maintaining necessary rights to COMP360 or any future therapeutic candidates through acquisitions and in-licenses.● ● ● 3 
