Atai Life Sciences B.V. SEC Filings

atai Life Sciences N.V. (Nasdaq: ATAI) filed an 8-K announcing two material developments:

1. $50 million PIPE financing: On 1 July 2025 the company signed Subscription Agreements with several investors—including Apeiron Investment Group, the family office of co-founder Christian Angermayer—to sell 18,264,840 ordinary shares at $2.19 and issue a pre-funded warrant for 4,566,210 shares at a $0.01 exercise price (also priced at $2.19 per underlying share). Closing is targeted for Q3-25 and is subject to customary conditions, notably expiration of the Hart-Scott-Rodino waiting period related to Apeiron’s participation. Either side may terminate if the deal is not completed by 1 Nov 2025. Securities are being sold under Section 4(a)(2) and will be registered for resale under a new Registration Rights Agreement. Management expects the additional capital to extend the company’s cash, short-term securities and public equity runway into H2-2027.

2. Positive Phase IIb data for BPL-003 in treatment-resistant depression (TRD): Beckley Psytech—currently subject to an acquisition agreement with ATAI—reported that a single 12 mg intranasal dose of BPL-003 produced a mean 11.1-point reduction in MADRS versus 5.8 for the 0.3 mg comparator (p = 0.0038) at Day 29. The 8 mg dose yielded a 12.1-point reduction (p = 0.0025). Statistically significant effects emerged by Day 2 and remained durable through Day 57. Safety was acceptable, with >99% of adverse events mild or moderate and no suicide-related signals. The company plans to advance the 8 mg dose to Phase III.

• Use of proceeds: working capital and advancement of ATAI’s clinical pipeline; funds will not be used to finance the pending Beckley acquisition.
• Placement agents: TD Securities, Leerink Partners, Guggenheim Securities and Berenberg.
• Dilution impact: Potential issuance of ~22.8 million new shares (inclusive of warrant) before registration.

Overall, the financing strengthens ATAI’s balance sheet while positive clinical data from its pending target bolsters the strategic rationale for the Beckley acquisition.

Form 4 overview: ATAI Life Sciences N.V. filed a Form 4 on 27 June 2025 detailing a new option grant to director Andrea Heslin Smiley.

The award covers 103,000 options on ATAI common shares at an exercise price of $2.25, granted 26 June 2025. The option vests on the earlier of (i) the day before ATAI’s next annual shareholder meeting or (ii) 26 June 2026, and expires 26 June 2035. No common shares were acquired or disposed; the transaction only increases the director’s derivative holdings.

Following the grant, Smiley directly owns 103,000 derivative securities and no change is reported in non-derivative share ownership. The filing appears to be routine director compensation, carries no indication of a Rule 10b5-1 trading plan, and provides limited insight into ATAI’s operational or financial performance.

ATAI Life Sciences N.V. – Key details from Form 4

Director Amir H. Kalali filed a Form 4 on 27 June 2025 reporting the grant of a non-derivative stock option covering 103,000 common shares of ATAI Life Sciences N.V. The option was issued on 26 June 2025 with an exercise price of $2.25 per share and will vest on the earlier of (i) the day before ATAI’s next annual meeting or (ii) 26 June 2026. The option expires on 26 June 2035. After the transaction, Kalali holds 103,000 derivative securities directly. No open-market purchases or sales of ATAI shares were reported in this filing.

The filing represents a routine equity incentive award designed to align the director’s long-term interests with shareholders. Because the option is not yet exercised, there is no immediate change to share count or insider ownership of outstanding common shares.