Atai Life Sciences B.V. SEC Filings

atai disclosed additional information about its previously announced share purchase agreement to acquire the remaining issued share capital of Beckley Psytech Limited under the SPA dated June 2, 2025. The filing attaches audited consolidated financial statements of Beckley Psytech for the years ended December 31, 2024 and 2023 and the three-year period ended December 31, 2024 as Exhibit 99.1, and unaudited pro forma condensed combined financial information reflecting the Transaction (and related transactions) as of and for the six months ended June 30, 2025 and the year ended December 31, 2024 as Exhibit 99.2. The company states the Unaudited Pro Forma Information is illustrative and may not reflect actual results. The Transaction is expected to close in the fourth quarter of 2025, subject to atai shareholder approval and customary closing conditions, and the filing notes there is no assurance the Transaction will be consummated.

atai Life Sciences N.V. is asking shareholders to approve a transaction to acquire Beckley Psytech and to redomicile from the Netherlands to Delaware. The Acquisition would issue 105,044,902 Ordinary Shares to Beckley shareholders (representing approximately 28.2% of outstanding shares on a post-transaction basis) and would make Beckley and its subsidiaries wholly owned by atai. The Board unanimously recommends voting FOR the Acquisition and Redomiciliation, citing a stronger combined pipeline, expected pre-tax synergies, and improved U.S. alignment. Guggenheim Securities rendered a fairness opinion to atai. Key risks disclosed include significant dilution, integration challenges, termination fees of $4.0M or $10.0M in certain scenarios, tax and creditor risks related to the redomiciliation, and the Combined Group’s expected ongoing losses.

ATAI Life Sciences and Beckley Psytech reported positive proof-of-concept results from an open-label Phase 2a study of intranasal BPL-003 (mebufotenin benzoate) in treatment-resistant depression (TRD). The study enrolled 13 patients (12 per-protocol). After an 8 mg dose mean MADRS fell 13.3 points at Day 2 and 12.9 at Day 8; one week after a second 12 mg dose the mean reduction reached 19.0 points, with effects sustained at Week 12 (13.7 points reduction). Remitter rates were 25% one week after 8 mg, 50% at Week 8, and 42% at Week 12. All adverse events were mild-to-moderate; no serious drug-related events reported. Patients met discharge readiness within two hours after dosing. Companies plan regulatory discussions and, pending FDA feedback, expect Phase 3 initiation in H1 2026.

Amendment No. 2 to a Schedule 13D reports that Apeiron and related persons purchased additional ATAI Life Sciences ordinary shares through a PIPE financing and now collectively beneficially own 55,197,516 ordinary shares, representing approximately 23.7% of voting rights as of August 14, 2025. The filing states Apeiron purchased 8,675,799 shares in the PIPE for approximately $19 million, funded by proceeds drawn under a credit facility with Joh. Berenberg, Gossler & Co. KG.

The filing details related arrangements including a Subscription Agreement, a Registration Rights Agreement providing for resale registration efforts, an HSR expense reimbursement letter up to $150,000, and convertible notes and vested options that affect beneficial ownership calculations.

Form 4: Apeiron Investment Group Ltd. and Christian Angermayer reported transactions in ATAI Life Sciences (ATAI). On 08/14/2025 Apeiron acquired 8,675,799 common shares at $2.19 per share. After the transaction Apeiron Investment Group Ltd. beneficially owned 51,045,214 shares (indirect). Apeiron Presight Capital Fund II, L.P. is shown with 1,799,302 shares (indirect). Angermayer is identified as a director and 10% owner.

Rao Srinivas, Co-Founder and Chief Executive Officer of atai Life Sciences N.V. (ATAI), reported vesting of previously awarded performance-based stock options on 08/13/2025. The Form 4 shows two tranches of Performance Options originally granted on 01/20/2021 that the board certified as having satisfied their performance conditions as of 08/13/2025, and the vested portions are now fully vested and currently exercisable.

The filing reports acquisition (vesting) of 650,794 options with an exercise price of $5.68 and 217,777 options with an exercise price of $2.50, each underlying the same number of common shares and held directly. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 08/15/2025.

ATAI Life Sciences N.V. reported a complex quarterly filing showing active financings, investments, acquisitions and clinical program updates. The company had 212,244,597 common shares outstanding at June 30, 2025 and completed multiple PIPE financings: June 2025 PIPE raised approximately $29.9 million and the July 2025 PIPE raised approximately $50.0 million (completed in August 2025). The company acquired Nualtis (including ~ $1.0 million of manufacturing equipment) and invested a total of $40.0 million in newly issued Series C preferred shares of Beckley Psytech plus a $10.0 million secondary purchase.

Financial movement includes recognition of changes in fair value: COMPASS holdings produced a $0.9 million gain for the three months ended June 30, 2025 (versus a $21.8 million loss year-ago quarter) and a $5.4 million loss for the six months ended June 30, 2025. The company paid $21.8 million to repay the Hercules Loan Facility, recording a $1.3 million loss on extinguishment and related prepayment fees and charges. Operating lease discount rate was 10.3% with base sublease rent currently $0.2 million per year. The filing details numerous contingent payments, convertible instruments, term loan amendments (IntelGenx term loan activity and warrants), milestone-based earn-outs, and clinical program timelines for VLS-01, EMP-01 and BPL-003.