[10-Q] ATAI Life Sciences N.V. Quarterly Earnings Report
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.
ATAI Life Sciences N.V. ha presentato un complesso documento trimestrale che descrive finanziamenti in corso, investimenti, acquisizioni e aggiornamenti sui programmi clinici. Al 30 giugno 2025 la società aveva 212.244.597 azioni ordinarie in circolazione e ha completato più PIPE: il PIPE di giugno 2025 ha raccolto circa 29,9 milioni di dollari e il PIPE di luglio 2025 ha raccolto circa 50,0 milioni di dollari (completato in agosto 2025). La società ha acquisito Nualtis (inclusi circa 1,0 milione di dollari di attrezzature di produzione) e ha investito complessivamente 40,0 milioni di dollari in azioni privilegiate di nuova emissione di Serie C di Beckley Psytech, oltre a un acquisto secondario di 10,0 milioni di dollari.
I movimenti finanziari includono il riconoscimento di variazioni di fair value: le partecipazioni in COMPASS hanno generato un utile di 0,9 milioni di dollari per i tre mesi terminati il 30 giugno 2025 (contro una perdita di 21,8 milioni di dollari nello stesso trimestre dell'anno precedente) e una perdita di 5,4 milioni di dollari per i sei mesi terminati il 30 giugno 2025. La società ha pagato 21,8 milioni di dollari per rimborsare l'Hercules Loan Facility, registrando una perdita di 1,3 milioni di dollari per estinzione del debito e relative commissioni e oneri di prepagamento. Il tasso di sconto per i contratti di leasing operativo è stato del 10,3% e l'affitto base di sublocazione è attualmente di 0,2 milioni di dollari all'anno. Il documento descrive numerosi pagamenti contingent, strumenti convertibili, modifiche a prestiti a termine (attività sul prestito IntelGenx e warrant), earn-out basati su milestone e tempistiche dei programmi clinici per VLS-01, EMP-01 e BPL-003.
ATAI Life Sciences N.V. presentó un complejo informe trimestral que muestra financiaciones activas, inversiones, adquisiciones y actualizaciones de programas clínicos. La compañía tenía 212.244.597 acciones ordinarias en circulación al 30 de junio de 2025 y completó varias PIPE: la PIPE de junio de 2025 recaudó aproximadamente 29,9 millones de dólares y la PIPE de julio de 2025 recaudó aproximadamente 50,0 millones de dólares (finalizada en agosto de 2025). La compañía adquirió Nualtis (incluyendo aproximadamente 1,0 millón de dólares en equipos de fabricación) e invirtió un total de 40,0 millones de dólares en acciones preferentes Serie C recién emitidas de Beckley Psytech, además de una compra secundaria de 10,0 millones de dólares.
Los movimientos financieros incluyen el reconocimiento de cambios en el valor razonable: las participaciones en COMPASS produjeron una ganancia de 0,9 millones de dólares en los tres meses terminados el 30 de junio de 2025 (frente a una pérdida de 21,8 millones en el mismo trimestre del año anterior) y una pérdida de 5,4 millones en los seis meses terminados el 30 de junio de 2025. La compañía pagó 21,8 millones de dólares para reembolsar la Hercules Loan Facility, registrando una pérdida de 1,3 millones por extinción y cargos y tarifas por prepago relacionados. La tasa de descuento para arrendamientos operativos fue del 10,3% y la renta base de subarrendamiento es actualmente de 0,2 millones de dólares al año. El informe detalla numerosos pagos contingentes, instrumentos convertibles, enmiendas a préstamos a plazo (actividad del préstamo IntelGenx y warrants), earn-outs basados en hitos y cronogramas clínicos para VLS-01, EMP-01 y BPL-003.
ATAI Life Sciences N.V.는 진행 중인 자금조달, 투자, 인수 및 임상 프로그램 업데이트를 포함한 복잡한 분기 제출서를 보고했습니다. 회사는 2025년 6월 30일 기준으로 212,244,597주의 보통주를 발행했으며 여러 건의 PIPE 자금조달을 완료했습니다: 2025년 6월 PIPE는 약 2,990만 달러를 조달했고 2025년 7월 PIPE는 약 5,000만 달러를 조달했으며(2025년 8월 완료) 회사는 Nualtis를 인수(제조 장비 약 100만 달러 포함)했으며 Beckley Psytech의 새로 발행된 시리즈 C 우선주에 총 4,000만 달러를 투자하고 1,000만 달러의 2차 매입을 수행했습니다.
재무적 변화로는 공정가치 변동 인식이 포함됩니다: COMPASS 보유가치는 2025년 6월 30일로 끝나는 3개월 동안 90만 달러의 이익을 기록했으며(전년 동기에는 2,180만 달러의 손실) 2025년 6월 30일로 끝나는 6개월 동안은 540만 달러의 손실을 기록했습니다. 회사는 Hercules Loan Facility 상환을 위해 2,180만 달러를 지급했으며 채무 소멸 및 관련 선불수수료와 비용으로 130만 달러의 손실을 기록했습니다. 운영리스 할인율은 10.3%였고 현재 기본 전대 임대료는 연간 20만 달러입니다. 제출서에는 수많은 조건부 지급, 전환증권, 기한부 대출 수정(IntelGenx 대출 활동 및 워런트), 마일스톤 기반 인수 대금(earn-out) 및 VLS-01, EMP-01, BPL-003의 임상 프로그램 일정이 자세히 설명되어 있습니다.
ATAI Life Sciences N.V. a publié un rapport trimestriel complexe faisant état de financements actifs, d'investissements, d'acquisitions et de mises à jour des programmes cliniques. La société comptait 212 244 597 actions ordinaires en circulation au 30 juin 2025 et a finalisé plusieurs opérations PIPE : la PIPE de juin 2025 a levé environ 29,9 millions de dollars et celle de juillet 2025 environ 50,0 millions de dollars (finalisée en août 2025). La société a acquis Nualtis (incluant environ 1,0 million de dollars d'équipements de production) et investi au total 40,0 millions de dollars dans des actions privilégiées de série C nouvellement émises de Beckley Psytech, ainsi qu'un achat secondaire de 10,0 millions de dollars.
Les mouvements financiers incluent la comptabilisation des variations de juste valeur : les participations COMPASS ont généré un gain de 0,9 million de dollars pour les trois mois clos le 30 juin 2025 (contre une perte de 21,8 millions au trimestre comparable de l'année précédente) et une perte de 5,4 millions pour les six mois clos le 30 juin 2025. La société a versé 21,8 millions de dollars pour rembourser l'Hercules Loan Facility, enregistrant une perte de 1,3 million liée à l'extinction et des frais liés au remboursement anticipé. Le taux d'actualisation des contrats de location opérationnelle était de 10,3 % et le loyer de sous-location de base est actuellement de 0,2 million de dollars par an. Le rapport détaille de nombreux paiements conditionnels, instruments convertibles, amendements de prêts à terme (activité du prêt IntelGenx et warrants), earn-outs conditionnés par des jalons et les calendriers cliniques pour VLS-01, EMP-01 et BPL-003.
ATAI Life Sciences N.V. meldete eine komplexe Quartalsmeldung mit laufenden Finanzierungen, Investitionen, Akquisitionen und Updates zu klinischen Programmen. Zum 30. Juni 2025 hatte das Unternehmen 212.244.597 Stammaktien ausstehend und schloss mehrere PIPE-Finanzierungen ab: Die PIPE im Juni 2025 erzielte rund 29,9 Mio. USD und die PIPE im Juli 2025 etwa 50,0 Mio. USD (im August 2025 abgeschlossen). Das Unternehmen erwarb Nualtis (einschließlich ca. 1,0 Mio. USD an Fertigungsausstattung) und investierte insgesamt 40,0 Mio. USD in neu ausgegebene Serie-C-Vorzugsaktien von Beckley Psytech sowie 10,0 Mio. USD in einen Sekundärkauf.
Finanzielle Bewegungen umfassen die Erfassung von Fair-Value-Änderungen: Bestände an COMPASS führten in den drei Monaten zum 30. Juni 2025 zu einem Gewinn von 0,9 Mio. USD (gegenüber einem Verlust von 21,8 Mio. USD im Vorjahresquartal) und zu einem Verlust von 5,4 Mio. USD in den sechs Monaten zum 30. Juni 2025. Das Unternehmen zahlte 21,8 Mio. USD zur Rückzahlung der Hercules Loan Facility und verbuchte dabei einen Verlust von 1,3 Mio. USD aus der Tilgung sowie damit zusammenhängende Vorfälligkeitsentschädigungen und Gebühren. Der Diskontsatz für Operating Leases lag bei 10,3%, und die laufende Basis-Submietmiete beträgt derzeit 0,2 Mio. USD pro Jahr. Die Meldung beschreibt zahlreiche Eventualzahlungen, Wandlungsinstrumente, Änderungen bei Terminkrediten (IntelGenx-Kreditaktivität und Warrants), erfolgsabhängige Earn-outs und Zeitpläne für die klinischen Programme VLS-01, EMP-01 und BPL-003.
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Insights
TL;DR: Heavy financing and investment activity with notable fair-value volatility; operational impacts and cash burn remain key near-term focuses.
The filing documents significant capital raises (June and July 2025 PIPEs totaling roughly $79.9 million gross), material equity and preferred investments (Beckley Psytech primary $40.0M and $10.0M secondary), and repayment of the Hercules Loan with a $1.3M loss on extinguishment. Fair-value swings in COMPASS and New NV Notes produced both gains and losses across periods, indicating valuation volatility in portfolio holdings. Multiple convertible instruments and contingent milestone liabilities create dilution and future cash/stock settlement risk. Operationally, acquisition of Nualtis and related manufacturing arrangements may support product supply but also introduce integration and milestone obligations. Overall, the company's liquidity profile is actively managed through equity raises and complex financings, but fair-value volatility and contingent obligations are material near-term considerations.
TL;DR: Material strategic transactions and financings completed; Beckley investment and Nualtis acquisition are transformative and materially impactful.
The company completed a sizable investment in Beckley Psytech (Series C primary $40.0M plus $10.0M secondary) that implies significant ownership and strategic positioning. Nualtis acquisition and a multi-year supply agreement (sole manufacturer subject to FDA approval) create operational synergies but also impose milestone payments and firm commitments. The use of PIPE financings and convertible instruments to fund these transactions is significant for capitalization and dilution dynamics. Term loan amendments, warrant issuances and stalking-horse bidding for IntelGenx matters further underscore active balance-sheet restructuring. These transactions are material to the firm's strategic direction and capital structure.
ATAI Life Sciences N.V. ha presentato un complesso documento trimestrale che descrive finanziamenti in corso, investimenti, acquisizioni e aggiornamenti sui programmi clinici. Al 30 giugno 2025 la società aveva 212.244.597 azioni ordinarie in circolazione e ha completato più PIPE: il PIPE di giugno 2025 ha raccolto circa 29,9 milioni di dollari e il PIPE di luglio 2025 ha raccolto circa 50,0 milioni di dollari (completato in agosto 2025). La società ha acquisito Nualtis (inclusi circa 1,0 milione di dollari di attrezzature di produzione) e ha investito complessivamente 40,0 milioni di dollari in azioni privilegiate di nuova emissione di Serie C di Beckley Psytech, oltre a un acquisto secondario di 10,0 milioni di dollari.
I movimenti finanziari includono il riconoscimento di variazioni di fair value: le partecipazioni in COMPASS hanno generato un utile di 0,9 milioni di dollari per i tre mesi terminati il 30 giugno 2025 (contro una perdita di 21,8 milioni di dollari nello stesso trimestre dell'anno precedente) e una perdita di 5,4 milioni di dollari per i sei mesi terminati il 30 giugno 2025. La società ha pagato 21,8 milioni di dollari per rimborsare l'Hercules Loan Facility, registrando una perdita di 1,3 milioni di dollari per estinzione del debito e relative commissioni e oneri di prepagamento. Il tasso di sconto per i contratti di leasing operativo è stato del 10,3% e l'affitto base di sublocazione è attualmente di 0,2 milioni di dollari all'anno. Il documento descrive numerosi pagamenti contingent, strumenti convertibili, modifiche a prestiti a termine (attività sul prestito IntelGenx e warrant), earn-out basati su milestone e tempistiche dei programmi clinici per VLS-01, EMP-01 e BPL-003.
ATAI Life Sciences N.V. presentó un complejo informe trimestral que muestra financiaciones activas, inversiones, adquisiciones y actualizaciones de programas clínicos. La compañía tenía 212.244.597 acciones ordinarias en circulación al 30 de junio de 2025 y completó varias PIPE: la PIPE de junio de 2025 recaudó aproximadamente 29,9 millones de dólares y la PIPE de julio de 2025 recaudó aproximadamente 50,0 millones de dólares (finalizada en agosto de 2025). La compañía adquirió Nualtis (incluyendo aproximadamente 1,0 millón de dólares en equipos de fabricación) e invirtió un total de 40,0 millones de dólares en acciones preferentes Serie C recién emitidas de Beckley Psytech, además de una compra secundaria de 10,0 millones de dólares.
Los movimientos financieros incluyen el reconocimiento de cambios en el valor razonable: las participaciones en COMPASS produjeron una ganancia de 0,9 millones de dólares en los tres meses terminados el 30 de junio de 2025 (frente a una pérdida de 21,8 millones en el mismo trimestre del año anterior) y una pérdida de 5,4 millones en los seis meses terminados el 30 de junio de 2025. La compañía pagó 21,8 millones de dólares para reembolsar la Hercules Loan Facility, registrando una pérdida de 1,3 millones por extinción y cargos y tarifas por prepago relacionados. La tasa de descuento para arrendamientos operativos fue del 10,3% y la renta base de subarrendamiento es actualmente de 0,2 millones de dólares al año. El informe detalla numerosos pagos contingentes, instrumentos convertibles, enmiendas a préstamos a plazo (actividad del préstamo IntelGenx y warrants), earn-outs basados en hitos y cronogramas clínicos para VLS-01, EMP-01 y BPL-003.
ATAI Life Sciences N.V.는 진행 중인 자금조달, 투자, 인수 및 임상 프로그램 업데이트를 포함한 복잡한 분기 제출서를 보고했습니다. 회사는 2025년 6월 30일 기준으로 212,244,597주의 보통주를 발행했으며 여러 건의 PIPE 자금조달을 완료했습니다: 2025년 6월 PIPE는 약 2,990만 달러를 조달했고 2025년 7월 PIPE는 약 5,000만 달러를 조달했으며(2025년 8월 완료) 회사는 Nualtis를 인수(제조 장비 약 100만 달러 포함)했으며 Beckley Psytech의 새로 발행된 시리즈 C 우선주에 총 4,000만 달러를 투자하고 1,000만 달러의 2차 매입을 수행했습니다.
재무적 변화로는 공정가치 변동 인식이 포함됩니다: COMPASS 보유가치는 2025년 6월 30일로 끝나는 3개월 동안 90만 달러의 이익을 기록했으며(전년 동기에는 2,180만 달러의 손실) 2025년 6월 30일로 끝나는 6개월 동안은 540만 달러의 손실을 기록했습니다. 회사는 Hercules Loan Facility 상환을 위해 2,180만 달러를 지급했으며 채무 소멸 및 관련 선불수수료와 비용으로 130만 달러의 손실을 기록했습니다. 운영리스 할인율은 10.3%였고 현재 기본 전대 임대료는 연간 20만 달러입니다. 제출서에는 수많은 조건부 지급, 전환증권, 기한부 대출 수정(IntelGenx 대출 활동 및 워런트), 마일스톤 기반 인수 대금(earn-out) 및 VLS-01, EMP-01, BPL-003의 임상 프로그램 일정이 자세히 설명되어 있습니다.
ATAI Life Sciences N.V. a publié un rapport trimestriel complexe faisant état de financements actifs, d'investissements, d'acquisitions et de mises à jour des programmes cliniques. La société comptait 212 244 597 actions ordinaires en circulation au 30 juin 2025 et a finalisé plusieurs opérations PIPE : la PIPE de juin 2025 a levé environ 29,9 millions de dollars et celle de juillet 2025 environ 50,0 millions de dollars (finalisée en août 2025). La société a acquis Nualtis (incluant environ 1,0 million de dollars d'équipements de production) et investi au total 40,0 millions de dollars dans des actions privilégiées de série C nouvellement émises de Beckley Psytech, ainsi qu'un achat secondaire de 10,0 millions de dollars.
Les mouvements financiers incluent la comptabilisation des variations de juste valeur : les participations COMPASS ont généré un gain de 0,9 million de dollars pour les trois mois clos le 30 juin 2025 (contre une perte de 21,8 millions au trimestre comparable de l'année précédente) et une perte de 5,4 millions pour les six mois clos le 30 juin 2025. La société a versé 21,8 millions de dollars pour rembourser l'Hercules Loan Facility, enregistrant une perte de 1,3 million liée à l'extinction et des frais liés au remboursement anticipé. Le taux d'actualisation des contrats de location opérationnelle était de 10,3 % et le loyer de sous-location de base est actuellement de 0,2 million de dollars par an. Le rapport détaille de nombreux paiements conditionnels, instruments convertibles, amendements de prêts à terme (activité du prêt IntelGenx et warrants), earn-outs conditionnés par des jalons et les calendriers cliniques pour VLS-01, EMP-01 et BPL-003.
ATAI Life Sciences N.V. meldete eine komplexe Quartalsmeldung mit laufenden Finanzierungen, Investitionen, Akquisitionen und Updates zu klinischen Programmen. Zum 30. Juni 2025 hatte das Unternehmen 212.244.597 Stammaktien ausstehend und schloss mehrere PIPE-Finanzierungen ab: Die PIPE im Juni 2025 erzielte rund 29,9 Mio. USD und die PIPE im Juli 2025 etwa 50,0 Mio. USD (im August 2025 abgeschlossen). Das Unternehmen erwarb Nualtis (einschließlich ca. 1,0 Mio. USD an Fertigungsausstattung) und investierte insgesamt 40,0 Mio. USD in neu ausgegebene Serie-C-Vorzugsaktien von Beckley Psytech sowie 10,0 Mio. USD in einen Sekundärkauf.
Finanzielle Bewegungen umfassen die Erfassung von Fair-Value-Änderungen: Bestände an COMPASS führten in den drei Monaten zum 30. Juni 2025 zu einem Gewinn von 0,9 Mio. USD (gegenüber einem Verlust von 21,8 Mio. USD im Vorjahresquartal) und zu einem Verlust von 5,4 Mio. USD in den sechs Monaten zum 30. Juni 2025. Das Unternehmen zahlte 21,8 Mio. USD zur Rückzahlung der Hercules Loan Facility und verbuchte dabei einen Verlust von 1,3 Mio. USD aus der Tilgung sowie damit zusammenhängende Vorfälligkeitsentschädigungen und Gebühren. Der Diskontsatz für Operating Leases lag bei 10,3%, und die laufende Basis-Submietmiete beträgt derzeit 0,2 Mio. USD pro Jahr. Die Meldung beschreibt zahlreiche Eventualzahlungen, Wandlungsinstrumente, Änderungen bei Terminkrediten (IntelGenx-Kreditaktivität und Warrants), erfolgsabhängige Earn-outs und Zeitpläne für die klinischen Programme VLS-01, EMP-01 und BPL-003.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 11, 2025, the registrant had
ATAI Life Sciences N.V.
FORM 10-Q
Table of Contents
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Forward-Looking Statements |
1 |
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PART I. FINANCIAL INFORMATION |
3 |
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Item 1. |
Financial Statements (Unaudited) |
3 |
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Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 |
3 |
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Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 |
4 |
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Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2025 and 2024 |
5 |
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Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024 |
6 |
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Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 |
7 |
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Notes to Condensed Consolidated Financial Statements |
8 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
54 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
78 |
Item 4. |
Controls and Procedures |
79 |
PART II. OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
80 |
Item 1A. |
Risk Factors |
81 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
83 |
Item 3. |
Defaults Upon Senior Securities |
83 |
Item 4. |
Mine Safety Disclosures |
83 |
Item 5. |
Other Information |
83 |
Item 6. |
Exhibits |
84 |
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Signatures |
86 |
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (the “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Quarterly Report other than statements of historical fact are forward-looking statements, including without limitation statements regarding our future operating results and financial position; the success, cost, and timing of development of our product candidates, including the progress of preclinical studies and clinical trials and related milestones; the commercialization of our current product candidates and any other product candidates we may identify and pursue, if approved, including our ability to successfully build a specialty sales force and commercial infrastructure to market our current product candidates and any other product candidates we may identify and pursue; the timing of and our ability to obtain and maintain regulatory approvals; our business strategy and plans, including the benefits of our corporate restructuring and our pending corporate redomiciliation to the U.S.; potential acquisitions, partnerships and other strategic arrangements, including our pending transaction with Beckley Psytech Limited (“Beckley Psytech”); the ability to generate revenue from any current or future licensing agreements and other strategic arrangements, the sufficiency of our cash and cash equivalents and short-term securities to fund our operations; and the plans and objectives of management for future operations and capital expenditures. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “preliminary,” “likely,” and similar expressions are intended to identify forward-looking statements.
We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are neither promises nor guarantees, and are subject to a number of important factors that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements, including without limitation: we are a clinical-stage biopharmaceutical company and have incurred significant losses since our inception, and we expect to incur losses for the foreseeable future and may never be profitable; if we are unable to obtain funding when needed and on acceptable terms, we could be forced to delay, limit or discontinue our product candidate development efforts; our limited operating history may make it difficult for you to evaluate the success of our business and to assess our future viability; risks related to the proposed transaction with Beckley Psytech; we rely on third parties to assist in conducting our clinical trials and some aspects of our research and preclinical testing; we currently rely on qualified therapists working at third-party clinical trial sites to administer certain of our product candidates in our clinical trials and we expect this to continue upon approval, if any, of our current or future product candidates, and if third-party sites fail to recruit and retain a sufficient number of therapists or effectively manage their therapists, our business, financial condition and results of operations would be materially harmed; our product candidates are in preclinical or clinical development, which is a lengthy and expensive process with uncertain outcomes, and we cannot give any assurance that any of our product candidates will be successfully developed and/or receive regulatory approval, which is necessary before they can be commercialized; research and development of drugs targeting the central nervous system, or CNS, is particularly difficult, and it can be difficult to predict and understand why a drug has a positive effect on some patients but not others, which may reduce the likelihood our product candidates are ultimately approved and therefore may have a material adverse effect on our business and operating results; the production and sale of our product candidates may be considered illegal or may otherwise be restricted due to the use of controlled substances, which may also have consequences for the legality of investments from foreign jurisdictions and therefore we may not be successful in commercializing our product candidates in such jurisdictions, which will adversely affect our business, financial condition and results of operations; we face significant competition in an environment of rapid technological and scientific change, and there is a possibility that our competitors may achieve regulatory approval before we do or develop therapies that are safer, more advanced or more effective than ours, which may negatively impact our ability to successfully market or commercialize any product candidates we may develop and ultimately harm our financial condition; if we are unable to obtain and maintain sufficient intellectual property protection for our existing product candidates or any other product candidates that we may identify, or if the scope of the intellectual property protection we currently have or obtain in the future is not sufficiently broad, our competitors could develop and commercialize product candidates similar or identical to ours, and our ability to successfully commercialize our existing product candidates and any other product candidates that we may pursue may be impaired; third parties may claim that we are infringing, misappropriating or otherwise violating their intellectual property rights, the outcome of which would be uncertain and may prevent or delay our development and commercialization efforts; our future success depends on our ability to retain key employees, directors, consultants and advisors and to attract, retain and motivate qualified personnel; if we fail to maintain an effective system of disclosure controls and internal control over financial reporting our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired; our business is subject to economic, political, regulatory and other risks associated with international operations; a pandemic, epidemic, or outbreak of an infectious disease, such as the COVID-19 pandemic, may materially and adversely affect our business, including our preclinical studies, clinical trials, trial sites, third parties on whom we rely, our supply chain, our ability to raise capital, our ability to conduct regular business and our financial results, and other risks, uncertainties, and assumptions described under “Risk Factors” in Item 1A of Part I, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of Part II and elsewhere in our Form 10-K for the year ended December 31, 2024 (the “Form 10-K”), as further updated in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of this Quarterly Report, and in our subsequent filings with the Securities and Exchange Commission (“SEC”).
1
Any forward-looking statements made herein speak only as of the date of this Quarterly Report, and you should not rely on forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, performance, or achievements reflected in the forward-looking statements will be achieved or will occur. Except as required by applicable law, we undertake no obligation to update any of these forward-looking statements for any reason after the date of this Quarterly Report or to conform these statements to actual results or revised expectations.
GENERAL
Unless the context otherwise requires, all references in this Quarterly Report to “we,” “us,” “our,” “atai” or the “Company” refer to ATAI Life Sciences N.V. and its consolidated subsidiaries. References to "Quarterly Report" herein refer to this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 and references to “Form 10-K” and “Annual Report” herein refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
All reports we file with the SEC are available for download free of charge via the Electronic Data Gathering Analysis and Retrieval (EDGAR) System on the SEC’s website at www.sec.gov. We also make electronic copies of our reports available for download, free of charge, through our investor relations website at ir.atai.com as soon as reasonably practicable after filing such material with the SEC.
We may announce material business and financial information to our investors using our investor relations website at ir.atai.com. We therefore encourage investors and others interested in atai to review the information that we make available on our website, in addition to following our filings with the SEC, webcasts, press releases and conference calls. Information contained on our website is not incorporated into, and does not form a part of this Quarterly Report.
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ATAI LIFE SCIENCES N.V.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share amounts)
(unaudited)
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June 30, |
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December 31, |
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2025 |
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2024 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Securities carried at fair value |
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Short-term restricted cash for other investments |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets, net |
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Other investments held at fair value |
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Other investments |
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Intangible assets, net |
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Goodwill |
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Digital assets |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Current portion of lease liabilities |
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Short-term convertible promissory notes and derivative liability - related party |
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Short-term convertible promissory notes and derivative liability |
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Current portion of long-term debt |
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Other current liabilities |
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Total current liabilities |
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Contingent consideration liability - related party |
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Contingent consideration liabilities |
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Noncurrent portion of lease liabilities |
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Pre-funded warrant liabilities |
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Long-term debt, net |
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Other liabilities |
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Total liabilities |
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$ |
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$ |
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(Note 19) |
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Stockholders’ equity: |
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Common stock, € |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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( |
) |
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( |
) |
Accumulated deficit |
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( |
) |
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( |
) |
Total stockholders’ equity attributable to ATAI Life Sciences N.V. stockholders |
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Noncontrolling interests |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
|
|
$ |
|
||
See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.
3
ATAI LIFE SCIENCES N.V.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share amounts)
(unaudited)
|
|
For the three months ended June 30, |
|
|
For the six months ended June 30, |
|
||||||||||
|
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2025 |
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2024 |
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2025 |
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2024 |
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||||
License revenue |
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$ |
|
|
$ |
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$ |
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$ |
|
||||
Research and development services revenue |
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||||
Total revenue |
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Operating expenses: |
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Research and development |
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General and administrative |
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Total operating expenses |
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||||
Loss from operations |
|
|
( |
) |
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( |
) |
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( |
) |
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( |
) |
Other expense, net: |
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||||
Interest income |
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Interest expense |
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( |
) |
|
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( |
) |
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( |
) |
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( |
) |
Benefit from research and development tax credit |
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||||
Change in fair value of assets and liabilities, net |
|
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Gain on other investments |
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||||
Change in fair value of digital assets, net |
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||||
Loss on extinguishment of debt |
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( |
) |
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( |
) |
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|
||
Foreign exchange gain (loss), net |
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( |
) |
|||
Other expense, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total other expense, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss before income taxes |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Provision for income taxes |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Losses from investments in equity method investees, net of tax |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss attributable to noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss attributable to ATAI Life Sciences N.V. |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per share attributable to ATAI Life Sciences N.V. |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted average common shares outstanding attributable |
|
|
|
|
|
|
|
|
|
|
|
|
||||
See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.
4
ATAI LIFE SCIENCES N.V.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Amounts in thousands)
(unaudited)
|
|
For the three months ended June 30, |
|
|
For the six months ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments, net of tax |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Comprehensive loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss attributable to noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Foreign currency translation adjustments, net of tax attributable to noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Comprehensive loss attributable to noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Comprehensive loss attributable to ATAI Life Sciences N.V. stockholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.
5
ATAI LIFE SCIENCES N.V.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Amounts in thousands, except share amounts)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
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|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
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|
|
Accumulated |
|
|
|
|
|
Stockholders’ |
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
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|
|
Additional |
|
|
Other |
|
|
|
|
|
Equity Attributable to |
|
|
|
|
|
Total |
|
||||||||
|
|
Common Stock |
|
|
Paid-In |
|
|
Comprehensive |
|
|
Accumulated |
|
|
ATAI Life Sciences N.V. |
|
|
Noncontrolling |
|
|
Stockholders’ |
|
|||||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Loss |
|
|
Deficit |
|
|
Stockholders |
|
|
Interests |
|
|
Equity |
|
||||||||
Balances at December 31, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Issuance of shares upon restricted stock units vest |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Foreign currency translation adjustment, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balances at March 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Issuance of shares upon restricted stock units vest |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
- |
|
|
|
— |
|
|
|
- |
|
||
Issuance of shares upon exercise of stock options |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
Adjustment to additional paid in capital upon acquiring additional interest in variable interest entity |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Adjustment to additional paid in capital upon debt modification |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Foreign currency translation adjustment, net of tax |
|
|
— |
|
|
|
— |
|
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
- |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balances at June 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
Stockholders’ |
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
Additional |
|
|
Other |
|
|
|
|
|
Equity Attributable to |
|
|
|
|
|
Total |
|
||||||||
|
|
Common Stock |
|
|
Paid-In |
|
|
Comprehensive |
|
|
Accumulated |
|
|
ATAI Life Sciences N.V. |
|
|
Noncontrolling |
|
|
Stockholders’ |
|
|||||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Loss |
|
|
Deficit |
|
|
Stockholders |
|
|
Interests |
|
|
Equity |
|
||||||||
Balances at December 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Issuance of shares upon exercise of stock options |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
Issuance of shares upon restricted stock units vest |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Issuance of common shares, net of issuance costs of $ |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Foreign currency translation adjustment, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balances at March 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Issuance of shares upon exercise of stock options |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
Issuance of common shares, net of issuance costs of $ |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Foreign currency translation adjustment, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balances at June 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.
6
ATAI LIFE SCIENCES N.V.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(unaudited)
|
|
For the six months ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization of long-term assets |
|
|
|
|
|
|
||
Noncash lease expense |
|
|
|
|
|
|
||
Amortization of debt discount |
|
|
|
|
|
|
||
Stock-based compensation expense |
|
|
|
|
|
|
||
Noncash change in the fair value of assets and liabilities, net |
|
|
|
|
|
|
||
Gain on other investments |
|
|
( |
) |
|
|
|
|
Noncash change in the fair value of digital assets, net |
|
|
( |
) |
|
|
|
|
Loss on extinguishment of debt |
|
|
|
|
|
|
||
Unrealized foreign exchange (gain) loss |
|
|
( |
) |
|
|
|
|
Losses from investments in equity method investees, net of tax |
|
|
|
|
|
|
||
Issuance costs allocated to pre-funded warrants |
|
|
|
|
|
|
||
Other expense, net |
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Prepaid expenses and other assets |
|
|
|
|
|
|
||
Accounts payable |
|
|
|
|
|
( |
) |
|
Accrued liabilities |
|
|
|
|
|
( |
) |
|
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from investing activities |
|
|
|
|
|
|
||
Proceeds from sale and maturities of securities carried at fair value |
|
|
|
|
|
|
||
Proceeds from sale of other investment held at fair value |
|
|
|
|
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|
||
Cash paid for securities carried at fair value |
|
|
|
|
|
( |
) |
|
Cash paid for investments |
|
|
( |
) |
|
|
( |
) |
Cash paid for digital assets |
|
|
( |
) |
|
|
|
|
Cash paid for asset acquisition |
|
|
( |
) |
|
|
|
|
Cash paid for short-term convertible notes receivable and warrant - related party |
|
|
|
|
|
( |
) |
|
Cash paid for short term notes receivable - related party |
|
|
|
|
|
( |
) |
|
Cash paid for capitalized internal-use software development costs |
|
|
|
|
|
( |
) |
|
Cash paid for property and equipment |
|
|
( |
) |
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
( |
) |
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
||
Proceeds from issuance of shares upon exercise of stock options |
|
|
|
|
|
|
||
Proceeds from equity offerings, net |
|
|
|
|
|
|
||
Proceeds from issuance of pre-funded warrants |
|
|
|
|
|
|
||
Cash paid for common stock and pre-funded warrant issuance costs |
|
|
( |
) |
|
|
|
|
Cash paid for debt extinguishment |
|
|
( |
) |
|
|
|
|
Net cash provided by financing activities |
|
|
|
|
|
|
||
Effect of foreign exchange rate changes on cash |
|
|
|
|
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
|
|
|
( |
) |
|
Cash, cash equivalents and restricted cash – beginning of the period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash – end of the period |
|
$ |
|
|
$ |
|
||
Supplemental disclosures: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Cash paid for taxes |
|
$ |
|
|
$ |
|
||
Supplemental disclosures of noncash investing and financing information: |
|
|
|
|
|
|
||
Right of use asset obtained in exchange for operating lease liabilities |
|
$ |
|
|
$ |
|
||
Common stock and pre-funded warrant issuance costs in accounts payable and accrued liabilities |
|
$ |
|
|
$ |
|
||
Purchase of property and equipment in accounts payable |
|
$ |
|
|
$ |
|
||
Noncash exchange of convertible promissory note modification |
|
$ |
|
|
$ |
|
||
Noncash commitment for debtor-in-possession loan |
|
$ |
|
|
$ |
|
||
Noncash consideration for variable interest deconsolidation |
|
$ |
|
|
$ |
|
||
See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.
7
ATAI LIFE SCIENCES N.V.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Organization and Description of Business
ATAI Life Sciences N.V. (“atai”, "Company"), headquartered in Amstelveen, Netherlands, is the parent company of ATAI Life Sciences GmbH (formerly ATAI Life Sciences AG) and, along with its subsidiaries, is a clinical-stage biopharmaceutical company aiming to transform the treatment of mental health disorders. Founded in 2018, atai emerged from the urgent need for better mental health solutions for patients who are under-served by current treatment options. The Company is advancing a pipeline of interventional psychiatric product candidates designed to address the complex nature of mental health disorders. The Company believes that these investigational compounds have the potential to become fast-acting, durable, and commercially scalable therapies for mental health patients in need of new treatment options.
The Company's research is focused on developing rapid-acting, effective and durable mental health treatments that can deliver large-scale patient impact. The Company is committed to leading a new era of mental health treatment – one that not only offers relief from symptoms, but the possibility of an improved quality of life and lasting change. The Company pursues this in two ways: the Company develops novel product candidates in-house and the Company makes strategic investments in companies developing promising product candidates.
The Company has built a diversified pipeline of drug and discovery development programs, including psychedelic and nonpsychedelic compounds. Psychedelics are emerging as novel therapies for mental health disorders, such as depression and, with growing scientific support, recent regulatory advancements and increasing patient and physician acceptance. There is a growing body of clinical evidence that supports the development of psychedelics, which the Company believes may have potential therapeutic benefits, such as a rapid onset of effect and sustained efficacy after a short-course of administration. The Company believes these programs, which include new molecular entities as well as variants of known compounds with unique pharmacology, have the potential to address unmet needs in mental health disorders.
These programs vary across stages of development, targeted indication and proposed mechanism of action, which the Company believes will improve the commercial potential and risk profile of our pipeline in the aggregate. The Company also prioritizes the development of, and investments in companies who are developing, compounds and compound classes that have shown potential for efficacy and safety in prior clinical trials or observational studies.
The Company is subject to risks and uncertainties common to clinical stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, third-party clinical research organizations and manufacturers, protection of proprietary intellectual property and technology, compliance with government regulations and the ability to secure additional capital to fund operations. Therapeutic candidates currently under development will require significant additional research and development (“R&D”) efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s therapeutic development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from sales.
Beckley Psytech Limited
Beckley Psytech Limited ("Beckley Psytech") is a clinical stage biotechnology company dedicated to improving the lives of people suffering from neuropsychiatric disorders by transforming psychedelics into effective and rapid-acting clinical medicines. Its most advanced programs are focused on the development of psychedelic-based medicines to treat people with treatment resistant depression and major depressive disorder.
In June 2025, the Company announced it entered into a share purchase agreement by and among the Company, Beckley Psytech Limited and certain other parties thereto (the “SPA”), pursuant to which the Company agreed to acquire from the shareholders of Beckley Psytech (the “Sellers”) the entire issued share capital of Beckley Psytech not already owned by the Company by issuing to the Sellers
IntelGenx Corp.
In October 2024, the Company acquired all of the issued and outstanding shares of IntelGenx Corp. (“IGX”), a subsidiary of IntelGenx Technologies Corp. (“IntelGenx”). IntelGenx is a drug delivery company focused on the development and manufacturing of novel oral thin film products for the pharmaceutical market and for the Company's product candidates, VLS-01. The acquisition was structured as a credit bid, whereby the Company agreed that its senior secured debt in IntelGenx was discharged in exchange for IGX shares. No Company equity or cash was exchanged in connection with this transaction.
In June 2025, IGX rebranded to Nualtis Corp. (“Nualtis”) as part of the subsidiary's transformation and long-term strategic vision.
8
Liquidity and Going Concern
The Company has incurred significant losses and negative cash flows from operations since its inception. As of June 30, 2025, the Company had cash and cash equivalents of $
The Company currently expects that its existing cash and cash equivalents and short-term securities as of June 30, 2025 will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from the date the unaudited condensed consolidated financial statements are issued.
9
2. Basis of Presentation, Consolidation and Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and follow the requirements of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements as certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 17, 2025.
The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the Company’s financial position, its results of operations and comprehensive loss, and its cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other future annual or interim period.
Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”).
Consolidation
The Company's unaudited condensed consolidated financial statements include the accounts of atai and its subsidiaries. All intercompany balances and transactions have been eliminated in the consolidation.
The Company's policy is to consolidate all entities that it controls by ownership of a majority of the outstanding voting stock. In addition, entities that meet the definition of a variable interest entity (“VIE”) for which atai is the primary beneficiary are consolidated. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly-owned, the third-party’s holding of equity interest is presented as Noncontrolling interests in the Company's unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of stockholders' equity. The portion of net earnings attributable to the noncontrolling interests is presented as Net loss attributable to noncontrolling interests in the Company's unaudited condensed consolidated statements of operations.
Ownership interests in entities over which the Company has significant influence, but not a controlling financial interest, are accounted for under either the alternative measurement under ASC Topic 321: Investments - Equity Securities (“ASC 321”) or as an equity method investment. Investments eligible for the measurement alternative under ASC 321 are carried at its initial cost, with remeasurements to fair value upon impairment or upon a price change observed in an orderly transaction of the same or similar investment of the same issuer. For equity method investments where the Company has not elected the fair value option, it records gains (losses) from investments in equity method investees, net of tax, for its proportionate share of the underlying company’s net results until the investment balance is adjusted to zero. If the Company makes subsequent additional investments in that same company, it may record additional gains (losses) based on changes to its investment basis and also may record additional income (loss) in equity method investments.
If the Company has elected the fair value option for an equity investment, the fair value of the investment will be recorded upon acquisition and any changes in fair value will be recorded as a component of other income (expense), net.
Significant Accounting Policies
During the six months ended June 30, 2025, the following changes were made to the Company’s significant accounting policies as described in the Company’s audited consolidated financial statements as of, and for, the year ended December 31, 2024:
Debt Extinguishments
When the Company modifies or extinguishes debt, it first evaluates whether the modification qualifies as a troubled debt restructuring (TDR) under ASC Topic 470-60, which requires debt modifications to be evaluated to determine if (1) the borrower is experiencing financial difficulty, and (2) the lender grants the borrower a concession. If a TDR is determined not to have occurred, the Company evaluates the modification in accordance with ASC Topic 470-50-40, which requires modification to debt instruments to be evaluated to assess whether debt modification or debt extinguishment accounting is applicable. This evaluation includes analyzing whether there are significant and consequential changes to the economic substance of the note. If the change is deemed insignificant then the change is considered a debt modification, whereas if the change is substantial the change is reflected as a debt extinguishment.
If debt extinguishment guidance applies, the previous debt principal amount is removed, the previously capitalized debt issuance costs are
10
expensed, the value of instruments exchanged are recorded, including cash, new debt, warrants and common stock, and a gain or loss on extinguishment of debt is recorded. If debt modification guidance applies, no gain or loss is recorded and the effective interest rate of the debt is updated based on the carrying value of the debt and the revised future cash flows. Any previously capitalized debt issuance costs in a debt modification are amortized as interest expense over the term of the new debt instrument.
Warrants
The Company determines the accounting classification of warrants that are issued, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and then in accordance with ASC 815, Derivatives and Hedging (“ASC 815”), depending on the specific terms of the warrant agreement. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815, in order to conclude equity classification, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments are made, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded in the statements of operations as a gain or loss. For equity classified warrants, no changes in fair value are recognized after the issuance date. Transaction costs associated with the warrant liabilities are recognized as other expenses when incurred.
Digital Assets
As a result of the Company's investment in Bitcoin in March 2025 as part of its treasury reserve diversification strategy, the Company recognized its investment in accordance with ASC 350-60 (as defined below). Under the guidance, Bitcoin and other crypto assets (“digital assets”) are accounted for as indefinite-lived intangible assets, are initially measured at cost, and are adjusted to fair value at the end of each reporting period. The Company measures gains or losses on the disposition of digital assets in accordance with the first-in-first-out (“FIFO”) method of accounting. Additionally, changes in fair value will be recorded in Change in fair value of digital assets on the Company's unaudited condensed consolidated statements of operations.
The Company expects to hold its digital assets as a long-term investment, and, therefore, they are classified as non-current assets as of June 30, 2025 on the unaudited condensed consolidated balance sheets.
Contingent Consideration Liabilities
The Company may record contingent consideration as part of the cost of either business combinations or asset acquisitions. For contingent consideration recognized as part of a business combination, the Company recognizes the contingent consideration in accordance with ASC Topic 805: Business Combinations (“ASC 805”) which is measured at the fair value as of the date of acquisition and accounted for under Contingent consideration liabilities or Contingent consideration liability - related party on the consolidated balance sheets. Contingent considerations from business combinations are remeasured on a quarterly basis, as appropriate, using a discounted cash-flow valuation technique until fulfillment of the contingency. Changes in the fair value of the contingent consideration are recognized as Change in fair value of assets and liabilities, net, a component of other income (expense), net in the unaudited condensed consolidated statements of operations.
For contingent consideration recognized as part of an asset acquisition, the Company must first assess whether the contingent consideration should be accounted for as either an embedded derivative under ASC Topic 815: Derivatives (“ASC 815”), or in accordance with an acquisition of an equity-method investment under Subtopic ASC 323-10 (“ASC 323-10”). Contingent consideration under the guidance of ASC 815 will be recorded as a derivative liability, which is measured at fair value and remeasured on a quarterly basis. Under the guidance of ASC 323-10, contingent consideration is recorded as a liability at the lesser of either the maximum amount of contingent consideration or the excess of the Company's share of the equity method investee's net assets over the initial cost measurement. If the contingent consideration does not fall under the guidance of either ASC 815 or ASC 323-10, the Company elects the practical expedient under FASB's Statement 141, in which no contingent consideration liability is recognized on the acquisition date, and recognition does not occur unless the contingency is resolved and the consideration is issued or become issuable.
Leases
Where feasible and allowed under the lease agreement, the Company may sublet their leased space to third party tenants. Under ASC Topic 842: Leases (“ASC 842”), the Company must first assess whether their obligation to the head landlord is relieved based on the terms of the head lease. If the Company is relieved of their obligation to the landlord under the head lease, the sublease transaction is considered to be a termination of the head lease, where the right-of-use asset and lease liability is derecognized, with the difference recorded to profit or loss on the Company's unaudited condensed consolidated statements of operation. If the Company is not relieved of their primary obligation to the landlord, the Company determines the subleases' lease classification as either a sales-type, direct-financing, or operating lease from the perspective of the lessor. As of June 30, 2025, the Company has entered into one sublease agreement which is classified as
11
an operating lease. Operating subleases under ASC 842 are treated as separate contracts, with the Company continuing to account for their obligation as lessee in the head lease agreement. The Company records sublease income on a net basis, which is recorded against rent expense within either Research and development expense or General and administrative expense in the Company's unaudited condensed consolidated statements of operations.
Recently Adopted Accounting Pronouncements
ASU 2023-07 Segment Reporting: Improvements to Reportable Segment Disclosures
In November 2023, the Financial Accounting Standard Board (“FASB”) issued new guidance designed to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses per segment. The guidance is effective for all fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. The new standard must be adopted on a retrospective basis and early adoption is permitted. The Company adopted this standard for fiscal year 2024, and applied the amendments retrospectively to all prior periods presented in the Company's unaudited condensed consolidated financial statements. Refer to Note 24 for more information.
ASU 2023-08 Intangibles - Goodwill and Other - Crypto Assets
In December 2023, the FASB issued ASU 2023-08, Accounting for and Disclosure of Crypto Assets, which is codified as ASC subtopic 350-60 (“ASC 350-60”). The new guidance is designed to streamline the accounting treatment of crypto assets. ASC 350-60 requires that an entity measure crypto assets at fair value with changes recognized in net income at each reporting period and present crypto assets separately from other intangible assets in the balance sheet and changes from the remeasurement of crypto assets separately from changes in the carrying amounts of other intangible assets in the income statement. The guidance is effective for annual periods beginning after December 15, 2024 and interim periods within annual periods beginning after December 15, 2024. The Company adopted ASC 350-60 as of January 1, 2025 resulting in certain expanded disclosures about its digital assets. Refer to Note 11 for more information.
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is designed to improve income tax disclosure requirements, primarily through increased disaggregation disclosures within the effective tax rate reconciliation as well as enhanced disclosures on income taxes paid. The guidance is effective for all fiscal years beginning after December 15, 2024. The new standard can be adopted on a prospective basis with an option to be adopted retrospectively and early adoption is permitted. The Company is not early adopting the standard. The Company is currently evaluating this guidance to determine its impact on the Company's unaudited condensed consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, which is designed to improve income statement expense disclosures, primarily by requiring new financial statement disclosures in tabular format and disaggregating information about prescribed categories underlying any relevant income statement captions. The standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Upon adoption, the new standard may be applied prospectively or retrospectively. The Company is currently evaluating the impact that the adoption may have on its disclosures in its unaudited condensed consolidated financial statements.
In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The standard is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06. Adoption can be on a prospective or retrospective basis. The Company is currently in the process of evaluating the impact of adoption on the unaudited condensed consolidated financial statements.
12
3. Revenue
As described in Note 1 above, the Company's primary operations are inclusive of the research and development of several product candidates. The Company's ability to generate revenue will depend substantially on the successful development and eventual commercialization of product candidates. For the three and six months ended June 30, 2025 and 2024, the Company has not recognized revenue from its primary operations and does not expect to do so for at least the next several years. The Company does generate revenue from license agreements and research and development agreements through certain subsidiaries, which is further explained below:
License Revenue
Otsuka License and Collaboration Agreement
In March 2021, Perception Neuroscience Holdings, Inc. (“Perception”), a controlled VIE of the Company, entered into a license and collaboration agreement (the “Otsuka Agreement”) with Otsuka under which Perception granted exclusive rights to Otsuka to develop and commercialize products containing arketamine, known as PCN-101 in Japan for the treatment of any depression, including treatment-resistant depression, or major depressive disorder or any of their related symptoms or conditions at its own cost and expense. Perception retained all rights to PCN-101 outside of Japan.
In January 2025, Otsuka provided a notice of termination pursuant to the Otsuka Agreement, effective as of April 2025. As of the termination date, the Company is no longer eligible to receive any milestone payments or royalties pursuant to the Otsuka Agreement. For the three and six months ended June 30, 2025 there were
Rizafilm LLC License and Supply Agreement
In January 2025, the Company, through its wholly-owned subsidiary Nualtis, entered into an Amended & Restated Asset Purchase Agreement ("APA") and an Amended & Restated Supply Agreement ("Supply Agreement") with Rizafilm LLC ("Rizafilm"). Under the APA, Nualtis sold licensing and intellectual property rights of Nualtis's oral thin film technology in exchange for an upfront payment of $
During the three and six months ended June 30, 2025, the Company recognized zero and $
Research and Development Services Revenue
In addition to the Company's license revenue, the Company recognizes revenue through various research and development agreements through Nualtis. In these agreements, Nualtis is responsible for performing research and development services for customers interested in leveraging Nualtis's novel oral thin film technology for drug delivery. Many of these agreements provide Nualtis either the option or the right to serve as the sole manufacturer of these drugs upon regulatory approval. For the three and six months ended June 30, 2025, the Company has recognized $
As of June 30, 2025 and December 31, 2024, the Company had contract liabilities of $
For the six months ended June 30, 2025, the Company's license revenue and research and development revenue has been recognized entirely in Canada.
13
4. Acquisitions
2024 Acquisitions
IntelGenx Corp.
IntelGenx is a drug delivery company focused on the development and manufacturing of novel oral thin film products for the pharmaceutical market and for one of the Company’s product candidates, VLS-01. Prior to the Company's acquisition of IGX, a subsidiary of IntelGenx, and from 2021 to 2024, the Company entered into various notes receivable agreements, loan agreements, and equity agreements which are described below.
Equity Agreements
2021 Securities Purchase Agreement
In May 2021 the Company and IntelGenx entered into a Securities Purchase Agreement (the “IntelGenx SPA”) whereby IntelGenx issued shares of its common stock (the “IntelGenx Common Shares”) and warrants to the Company in an aggregate amount of approximately $
2023 Subscription Agreement, as Amended
In August 2023 the Company and IntelGenx entered into a subscription agreement (the “Subscription Agreement”), under which the Company paid IntelGenx $
Notes Receivable and Loan Agreements
IntelGenx Term Loan, as amended
In March 2021, the Company and IntelGenx entered into a loan agreement (the “Original Loan Agreement”) for an aggregate principal amount of $
IntelGenx Convertible Notes
On August 30, 2023, the Company and IntelGenx entered into the Subscription Agreement (as described above), under which the Company paid IntelGenx $
In November 2023, upon shareholder approval, the Company paid $
IntelGenx 2023 Term Loan Note
In December 2023, the Company and IntelGenx entered into a new term loan agreement under which the Company provided IntelGenx with an aggregate principal amount of $
14
IntelGenx Liquidation and Acquisition of IGX
In May 2024, IntelGenx announced that its board of directors authorized IntelGenx to bring an application in the Quebec Superior Court to seek protection from creditors under the Companies' Creditors Arrangement Act (“CCAA”) to allow time to review its strategic alternatives. IntelGenx was granted protection pursuant to an initial order (“Initial Order”), which also authorized interim debtor-in-possession financing (“DIP Financing”) provided by the Company in order to allow IntelGenx to continue its operations during a restructuring process. Pursuant to the DIP Financing, the Company and IntelGenx entered into a senior secured super-priority, interim, non-revolving multiple draw credit facility (“DIP Loan”) up to a maximum of CDN $
On September 30, 2024, the Superior Court of Quebec issued an Approval and Vesting Order, sanctioning the transactions contemplated in the Company’s stalking horse bid, which consisted of the Company acquiring IGX (rebranded as Nualtis effective June 2025), the operating company and subsidiary of IntelGenx. The acquisition closed on October 2, 2024.
The transaction was structured as a credit bid, which resulted in the Company receiving all issued and outstanding shares of Nualtis in exchange for the discharge of all senior secured debt payable by IntelGenx, which included the DIP Loan and the IntelGenx Term Loan. For more information regarding the Company's IntelGenx notes receivable and debt instruments refer to Notes 6 and 7 in the Company's audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2025.
The transaction was further structured to include only the assets and liabilities the Company designated within their Stalking Horse Bid (the “Purchase Transaction”).
The Company determined that the transaction met the definition of a business under ASC 805; therefore, the Company accounted for the transaction as a business combination and applied the acquisition method of accounting. The purchase consideration transferred on October 2, 2024 (the “Acquisition Date”) was $
The following table sets forth the allocation of the Nualtis purchase price to the estimated fair value of the net assets acquired at the Acquisition Date (in thousands):
|
|
Amounts recognized at the Acquisition Date |
|
|
Assets acquired: |
|
|
|
|
Cash |
|
$ |
|
|
Accounts receivable |
|
|
|
|
Prepaid expenses and other current assets |
|
|
|
|
Property and Equipment |
|
|
|
|
Right-of-use assets, net |
|
|
|
|
Definite-lived intangible assets |
|
|
|
|
Other assets |
|
|
|
|
Total assets |
|
$ |
|
|
Liabilities assumed: |
|
|
|
|
Accounts payable |
|
$ |
|
|
Deferred revenue |
|
|
|
|
Accrued liabilities |
|
|
|
|
Right-of-use liabilities |
|
|
|
|
Other current liabilities |
|
|
|
|
Total liabilities |
|
$ |
|
|
Total identifiable net assets acquired |
|
|
|
|
Goodwill |
|
|
|
|
Total consideration transferred |
|
$ |
|
|
15
5. Variable Interest Entities
Consolidated VIEs
At each reporting period, the Company reassesses whether it remains the primary beneficiary for Variable Interest Entities (“VIEs”) consolidated under the VIE model.
The entities consolidated by the Company are comprised of wholly and partially owned entities for which the Company is the primary beneficiary under the VIE model as the Company has (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses that could potentially be significant to the VIE, or the right to receive benefits from the VIE that could potentially be significant to the VIE. The results of operations of the consolidated entities are included within the Company’s unaudited condensed consolidated financial statements from the date of acquisition to June 30, 2025.
As of June 30, 2025 and December 31, 2024, the Company has accounted for the following consolidated investments as VIEs:
Consolidated Entities |
|
Relationship as of |
|
Relationship as of |
|
Date Control Obtained |
|
Ownership % |
|
Ownership % December 31, 2024 |
Perception Neuroscience Holdings, Inc. |
|
|
|
|
|
|||||
Recognify Life Sciences, Inc. |
|
|
|
|
|
As of June 30, 2025 and December 31, 2024, the assets of the consolidated VIEs can only be used to settle the obligations of the respective VIEs. The liabilities of the consolidated VIEs are obligations of the respective VIEs and their creditors have no recourse to the general credit or assets of atai.
Consolidated VIE Balance Sheets
The following table presents the assets and liabilities (excluding intercompany balances that were eliminated in consolidation) for all VIEs as of June 30, 2025 (in thousands):
|
|
Perception |
|
|
Recognify |
|
||
Assets: |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash |
|
$ |
|
|
$ |
|
||
Accounts receivable |
|
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
Liabilities: |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Accrued liabilities |
|
|
|
|
|
|
||
Other current liabilities |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
$ |
|
|
$ |
|
||
The following table presents the assets and liabilities (excluding intercompany balances that were eliminated in consolidation) for all consolidated VIEs as of December 31, 2024 (in thousands):
|
|
Perception |
|
|
Recognify |
|
||
Assets: |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash |
|
$ |
|
|
$ |
|
||
Accounts receivable |
|
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
Liabilities: |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Accrued liabilities |
|
|
|
|
|
|
||
Other current liabilities |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
$ |
|
|
$ |
|
||
16
Noncontrolling Interests
The Company recognizes noncontrolling interests related to its consolidated VIEs and provides a roll forward of the noncontrolling interests balance, as follows (in thousands):
|
|
Perception |
|
|
Balance as of December 31, 2024 |
|
$ |
|
|
Net loss attributable to noncontrolling interests - preferred |
|
|
( |
) |
Comprehensive loss attributable to noncontrolling interests |
|
|
( |
) |
Balance as of March 31, 2025 |
|
$ |
|
|
Net loss attributable to noncontrolling interests - preferred |
|
|
( |
) |
Comprehensive loss attributable to noncontrolling interests |
|
|
( |
) |
Balance as of June 30, 2025 |
|
$ |
|
|
|
|
Perception |
|
|
Kures |
|
|
Recognify |
|
|
Total |
|
||||
Balance as of December 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net loss attributable to noncontrolling interests - preferred |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Comprehensive income attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance as of March 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net loss attributable to noncontrolling interests - preferred |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Comprehensive loss attributable to noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance as of June 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Non-consolidated VIEs
The Company evaluated the nature of its investments in Innoplexus AG (“Innoplexus”) and Beckley Psytech (collectively “non-consolidated VIEs”) and determined that the investments are VIEs as of the date of the Company’s initial investment through June 30, 2025. The Company is not the primary beneficiary of the non-consolidated VIEs as it did not have the power to direct the activities that most significantly impact the investments’ economic performance and therefore concluded that it did not have a controlling financial interest in each of the non-consolidated VIEs that would require consolidation as of June 30, 2025 and December 31, 2024.
The Company will reevaluate if the investments meet the definition of a VIE upon the occurrence of specific reconsideration events. The Company accounted for these investments under either the equity method, fair value option, or the measurement alternative included within ASC 321 (See Note 6). As of June 30, 2025, the Company’s maximum exposure to loss for its non-consolidated VIEs was
17
6. Investments
Other investments held at fair value
As of June 30, 2025 and December 31, 2024, the carrying values of Other investments held at fair value were as follows (in thousands):
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
COMPASS Pathways plc |
|
$ |
|
|
$ |
|
||
Beckley Psytech Additional Warrants |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
COMPASS Pathways plc
COMPASS Pathways plc (“COMPASS”) is a mental health care company dedicated to pioneering the development of a new model of psilocybin therapy with its product COMP360. The Company accounts for its COMPASS investment under ASC 321 at fair value. Any changes in fair value of the Company's investment in COMPASS are recognized as a Change in fair value of assets and liabilities, net in its unaudited condensed consolidated statements of operations.
During the three months ended June 30, 2025, the Company sold
Based on quoted market prices, the market value of the Company’s remaining ownership in COMPASS was $
IntelGenx Technologies Corp.
In October 2024, the Company acquired all issued and outstanding shares of Nualtis. As of June 30, 2025, the Company continues to hold multiple investments in IntelGenx, the former parent company of Nualtis, which consists of common shares, 2023 Initial Warrants, 2023 Subsequent Warrants, and 2024 Warrants, (the 2023 Initial Warrants, 2023 Subsequent Warrants, and 2024 Warrants are collectively referred to as the “Warrants”), and Call Option Units, all of which are measured at fair value. As of June 30, 2025 and December 31, 2024, both the Warrants and Call Option have a fair value of
Strategic Development Agreement
Prior to the Company's acquisition of Nualtis in October 2024 and pursuant to the Strategic Development Agreement, the Company engaged IntelGenx to conduct research and development projects (“Development Projects”) using IntelGenx’s proprietary oral thin film technology. Under the terms of the Strategic Development Agreement, the Company could select four program products. As of the effective date of the Strategic Development Agreement, the Company nominated two program products - DMT and Salvinorin A.
Other investments
The Company’s investments in the preferred stock of Innoplexus, GABA and Beckley Psytech Limited are not considered as in-substance common stock due to the existence of substantial liquidation preferences and therefore did not have subordination characteristics that were substantially similar to common stock.
18
During the three and six months ended June 30, 2025 and 2024, the Company evaluated all of its other investments to determine if certain events or changes in circumstance during these time periods in 2025 and 2024 had a significant adverse effect on the fair value of any of its investments in non-consolidated entities. Based on its analysis, the Company did not note any impairment indicators associated with the Company’s Other investments.
During the three and six months ended June 30, 2025 and 2024 there were no observable changes in price recorded related to the Company’s Other investments.
As of June 30, 2025 and December 31, 2024, the carrying values of other investments, which consisted of investments in the investee’s preferred stock not in the scope of ASC 323 were as follows (in thousands):
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Beckley Psytech Limited |
|
$ |
|
|
$ |
|
||
Total |
|
$ |
|
|
$ |
|
||
Beckley Psytech
Subscription and shareholders' agreement
On January 3, 2024, the Company entered into a subscription and shareholders' agreement with Beckley Psytech and certain other shareholders as identified in the agreement (the “SSA”). Pursuant to the terms of the SSA, the Company (a) has the right to acquire
In connection with the SSA, the Company acquired, pursuant to an equity warrant instrument between the Company and Beckley Psytech,
Also under the SSA, the Company has the right to receive additional warrants to purchase Series C Shares in the event Beckley Psytech issues equity or equity linked securities pursuant to a deferred equity arrangement in connection with a prior acquisition made by Beckley Psytech, each such warrant is exercisable at an exercise price of $
Initial Subscription
On January 3, 2024, the Company made an initial payment of $
Deferred Shares
On January 5, 2024, subject to the terms of the Escrow Agreement, the Company deposited $
Secondary Sale
On January 18, 2024, the Company and Beckley Psytech entered into the Secondary Sale SPA pursuant to which the Company agreed to purchase
Upon each of closing of the Initial Subscription, execution of the Escrow Agreement, and acquisition of the Secondary Sale Shares, the Company recognized a fair value of $
19
The Company qualified for and elected to account for the investment acquired per the SSA using the measurement alternative under ASC 321, and is included in Other Investments in the consolidated balance sheets. The Company applied a calibrated model for the $
Pursuant to the Escrow Agreement, the Company recognized the fair value of the Deferred Shares as additional consideration for its initial investment in Beckley as the fair value of the Deferred Shares was less than the purchase price of $
Escrow Agreement Draws
In October 2024, pursuant to the terms of the Escrow Agreement, Beckley Psytech, at its sole discretion, drew $
In April 2025, pursuant to the terms of the Escrow Agreement, Beckley Psytech, at its sole discretion, drew the remaining $
As of the April 2025 escrow draw, the Company has satisfied their obligations under the Escrow Agreement.
Additional Warrants
The Company determined that the Additional Warrants meet the definition of a derivative instrument under ASC 815 and recorded the $
In May 2024, Beckley Psytech issued equity pursuant to the deferred equity arrangement, and, per the SSA, the Company received
As of June 30, 2025 and December 31, 2024, the remaining Additional Warrants had a fair value of
GABA Therapeutics, Inc.
GABA is a California based biotechnology company focused on developing GRX-917 for the treatment of anxiety, depression and a broad range of other neurological disorders. The Company is deemed to have significant influence over GABA through its total ownership interest in GABA’s equity, including the Company’s investment in GABA’s common and preferred stock, and the Company’s noncontrolling representation on GABA’s board of directors.
The Company’s investment in GABA’s common stock was accounted for in accordance with the equity method, and the carrying value of the investment in GABA common stock was reduced to
The Company’s 2019 investment of $
As of June 30, 2025, the Company's remaining obligation to purchase additional shares of Series A preferred stock from GABA is for up to $
GABA’s net losses attributable to the Company were determined based on the Company’s ownership percentage of preferred stock in GABA and recorded to the Company’s investments in GABA preferred stock. As of June 30, 2025 and December 31, 2024, the investment in GABA’s preferred stock had a carrying value of
20
proportionate share of GABA's net loss of
Innoplexus AG
Innoplexus is a technology company that provides “Data as a Service” and “Continuous Analytics as a Service” solutions that aims to help healthcare organizations leverage their technologies and expedite the drug development process across all stages—preclinical, clinical, regulatory and commercial. The Company first acquired investments in Innoplexus in August 2018 with an additional investment in December 2020, bringing its aggregate ownership percentage to
The Company had significant influence over Innoplexus through its noncontrolling representation on the investee’s supervisory board. Accordingly, the Company’s investment in Innoplexus’ common stock was accounted for in accordance with the equity method. The Company’s investment in Innoplexus’ preferred stock did not meet the criteria for in-substance common stock. As such, the investment in Innoplexus’ preferred stock was accounted for under the measurement alternative under ASC 321. The carrying value of the Company’s investment in Innoplexus was zero as of June 30, 2025 and December 31, 2024.
In February 2021, the Company entered into a Share Purchase and Assignment Agreement (the “Innoplexus SPA”) to sell its shares of common and preferred stock held in Innoplexus to a current investor of Innoplexus (the “Purchaser”) in exchange for an initial purchase price of approximately $
Pursuant to the Innoplexus SPA, the Purchaser is required to hold a minimum number of shares equivalent to the number of shares purchased from the Company through
In addition, the Innoplexus SPA also provides the right for the Company to receive additional consideration with a maximum payment outcome of $
Summarized Financial Information
The following is a summary of financial data for investments accounted for under the equity method of accounting (in thousands):
Balance Sheets
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
|
|
GABA |
|
|
GABA |
|
||
Current assets |
|
$ |
|
|
$ |
|
||
Noncurrent assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Current liabilities |
|
$ |
|
|
$ |
|
||
Noncurrent liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
$ |
|
|
$ |
|
||
21
Statements of operations
|
|
For the three months ended June 30, 2025 |
|
|
For the three months ended June 30, 2024 |
|
|
For the six months ended June 30, 2025 |
|
|
For the six months ended June 30, 2024 |
|
||||
|
|
GABA |
|
|
GABA |
|
|
GABA |
|
|
GABA |
|
||||
Gain (loss) from continuing operations |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Net gain (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
22
7. Notes Receivable
IntelGenx Technologies Corp.
Prior to the Company's acquisition of Nualtis in October 2024, the Company had outstanding loan agreements and convertible notes with IntelGenx, which are measured at fair value. The Company discharged its secured debt it held with IntelGenx, which included the DIP Loan and the IntelGenx Term Loan, in consideration of its acquisition of Nualtis (Note 4). The Company continues to hold the 2023 Initial Notes, the 2023 Subsequent Notes, and the IntelGenx 2023 Term Loan Note with IntelGenx, however IntelGenx continues to be subject to protections under the CCAA. Accordingly, the Company determined that the fair value of the 2023 Initial Notes, the 2023 Subsequent Notes, and the 2023 Term Loan Note with IntelGenx was zero as of June 30, 2025 and December 31, 2024. For more information regarding the Company's notes receivable refer to Note 6 in the Company's audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2025.
For the three and six months ended June 30, 2024, the Company recognized a $
23
8. Fair Value Measurement
The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation (in thousands):
|
|
Fair Value Measurements as of |
|
|||||||||||||
|
|
June 30, 2025 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Investment in securities at fair value: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasuries |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Digital assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other investments held at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term convertible promissory note conversion option - related party |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Short-term convertible promissory note conversion option |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration liability - related party |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pre-funded warrant liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Fair Value Measurements as of |
|
|||||||||||||
|
|
December 31, 2024 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Investment in securities at fair value: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasuries |
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|
||||
Other investments held at fair value |
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|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term convertible promissory note conversion option - related party |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Short-term convertible promissory note conversion option |
|
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|
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|
||||
Contingent consideration liability - related party |
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|
||||
Contingent consideration liabilities |
|
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|
|
|
|
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|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Investment in securities at fair value
The Company elected the fair value option for the securities in its investment portfolio. The fair value is based on quoted market prices, when available. When a quoted market price is not readily available, the Company uses the market price from its last sale of similar assets. The cash and cash equivalents held by the Company are categorized as Level 1 investments as quoted market prices are readily available for these investments. All other investments in the investment portfolio are categorized as Level 2 investments as inputs utilized to fair value these securities are either directly or indirectly observable, such as the market price from the last sale of similar assets.
The unrealized gains and losses on the available-for-sale securities, represented by change in the fair value of the investment portfolio, is reported in earnings. Since the investment in the available-for-sale securities are already measured at fair value, no separate credit losses would be recorded in the financials.
For the three months ended June 30, 2025 and 2024, the Company recognized a $
24
, the Company recognized a $
Digital assets
In March 2025, the Company invested in Bitcoin to diversify its treasury investment strategy. Under ASC 350-60, the Company’s digital assets are measured at fair value based on quoted prices on active exchanges, and are therefore categorized as Level 1 investments in the fair value hierarchy. The Company recognizes changes in the fair value of its digital assets as gains or losses in Change in fair value of digital assets on the Company's unaudited condensed consolidated statements of operations during the period in which they occur.
For the three and six months ended June 30, 2025, the Company recognized a gain of $
Other investments held at fair value
COMPASS Pathways plc
The Company determines the fair value of its COMPASS investment by taking the publicly available share price as of the balance sheet date multiplied by the number of shares the Company holds. There are no non-observable inputs in determining the fair value. For the three months ended June 30, 2025 and 2024, the Company recognized a change in fair value of its COMPASS holdings of a $
Beckley Psytech
As described in Note 6, the Company determined that the Additional Warrants meet the definition of a derivative instrument under ASC 815 and recorded the Additional Warrants at fair value with subsequent changes in fair value being reflected through the unaudited condensed consolidated statements of operations in the Change in fair value of assets and liabilities, net. For the three months ended June 30, 2025 and 2024, the Company recorded a $
As described in Note 1, the Company announced it entered into a SPA by and among the Company, Beckley Psytech and certain other parties. Considering certain provisions of the SPA, the Company has estimated zero value for the Additional Warrants as of June 30, 2025.
As of December 31, 2024, the fair value of the Beckley Additional Warrants was calculated using a Black-Scholes model. Significant unobservable inputs to the Black-Scholes model consisted of a
IntelGenx Technologies Corp.
IntelGenx equity investments
As described in Note 6, prior to the completion of the Company's acquisition of Nualtis in October 2024, the Company's investment in IntelGenx included common shares, 2023 Initial Warrants, 2023 Subsequent Warrants, and 2024 Warrants, (the 2023 Initial Warrants, 2023 Subsequent Warrants, and 2024 Warrants are collectively referred to as the “Warrants”), and Call Option. The fair value of these instruments were estimated based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.
Considering relevant facts and circumstances, the Company estimated zero fair value to be attributable to the Warrants and the Call Option as of June 30, 2025 and December 31, 2024, respectively. For the three and six months ended June 30, 2024, the Company recognized a $
IntelGenx notes receivable
As described in Note 7, prior to October 2024, the Company's notes receivable with IntelGenx included the IntelGenx Term Loan, the 2023 Initial Notes, the 2023 Subsequent Notes, the DIP Loan, and the 2023 Term Loan Note. The fair value of these instruments were estimated based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.
Considering relevant facts and circumstances, the Company estimated the fair value attributable to the various notes receivables with IntelGenx based on the remaining fair value of the underlying collateral. As the 2023 Initial Notes, 2023 Subsequent Notes, and the 2023 Term Loan Note were not secured by the underlying collateral, the Company determined the fair value of IntelGenx Unsecured Debt to be
25
zero as of June 30, 2025 and December 31, 2024, respectively. For the three and six months ended June 30, 2024, the Company recognized a $
Convertible Promissory Note
As described in Note 14, in December 2023 and April 2024, the Company entered into subscription agreements with each of a noteholder and a related party noteholder, respectively (together the “Subscription Agreements”) whereby each of the noteholder and the related party noteholder exchanged their ATAI Life Sciences AG notes (subsequently converted to ATAI Life Sciences GmbH in April 2025) into the same principal amount of new convertible notes issued by ATAI Life Sciences N.V. (the “New NV Notes”). The exchange resulted in the New NV Notes conversion option no longer meeting the equity classification criteria. Accordingly, at the time of the exchange modification, the Company bifurcated the conversion option and reclassified the conversion option fair value from equity to a liability, which is included in Short-term convertible promissory notes and derivative liability and Short-term convertible promissory notes and derivative liability - related party, respectively, in the unaudited condensed consolidated balance sheets. The conversion option is measured at fair value on a quarterly basis and any changes in the fair value will be recorded as Change in fair value of assets and liabilities, net, a component of other income (expense), net in the unaudited condensed consolidated statements of operations. For the three months ended June 30, 2025 and 2024, the Company recorded losses of $
The conversion option fair value was estimated utilizing the Black-Scholes option pricing model and is classified as Level 3 in the fair value hierarchy based on the nature of the inputs and valuation techniques. The Black-Scholes option pricing model is based on the estimated market value of the underlying common stock at the valuation measurement date, the remaining contractual term of the conversion feature, risk-free interest rates, expected dividends, and expected volatility of the price of the underlying common stock. The expected volatility is based upon the historical volatility of daily lognormal returns on atai shares.
A significant input that is included in the valuation of the conversion feature as of June 30, 2025 and December 31, 2024 is volatility of
Contingent consideration liability – related party
The contingent consideration liability - related party in the fair value measurement table above relates to milestone and royalty payments in connection with the acquisition of Perception Neuroscience Holdings, Inc. (“Perception”) in 2018. The fair value of the contingent consideration liabilities—related parties was determined based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. The fair value of the contingent milestone and royalty liabilities was estimated based on the discounted cash flow valuation technique. The technique considered the following unobservable inputs:
The fair value of the Perception contingent milestone and royalty liabilities could change in future periods depending on prospects for the outcome of R-Ketamine milestone meetings with the FDA or other regulatory authorities, and whether the Company realizes a significant increase or decrease in sales upon commercialization. The most significant assumptions in the discounted cash flow valuation technique that impacts the fair value of the milestone contingent consideration are the projected milestone timing and the probability of the milestone being met. Further, significant assumptions in the discounted cash flow that impacts the fair value of the royalty contingent consideration are the projected revenue over ten years, the timing of royalties on commercial revenue, and the probability of success rate for a commercial R-Ketamine product. The valuations as of June 30, 2025 and December 31, 2024, respectively, used inputs that were unobservable inputs with the most significant being the discount rates for royalties on projected commercial revenue and clinical milestones and probability of success estimates over the following ten years, which represent Level 3 measurements within the fair value hierarchy.
The fair value of the contingent milestone and royalty liabilities for Perception was estimated to be $
26
The fair value of the Perception contingent consideration liability – related parties was calculated using the following significant unobservable inputs:
|
|
|
|
June 30, 2025 |
|
December 31, 2024 |
|
|
|
|
|
|
|
Valuation Technique |
|
Significant Unobservable Inputs |
|
Input Range |
|
Input Range |
Discounted cash flow |
|
Milestone contingent consideration: |
|
|
|
|
|
|
Discount rate |
|
|
||
|
|
Probability of the milestone |
|
|
||
Discounted cash flow with scenario-based method |
|
Royalty contingent consideration: |
|
|
|
|
|
|
Discount rate for royalties |
|
|
||
|
|
Discount rate for royalties on milestones |
|
|
||
|
|
Probability of success rate |
|
|
Contingent Consideration Liabilities
The contingent consideration liabilities in the fair value measurement table above relate to milestone payments in connection with the acquisition of DemeRx IB, Inc. (“DemeRx”), and TryptageniX, Inc. (“TryptageniX”). The fair value of the contingent consideration liabilities were determined based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. The fair value of the contingent milestone and royalty liabilities was estimated based on the discounted cash flow valuation technique. The technique considered the following unobservable inputs:
DemeRx
In October 2023, the Company and DemeRx, Inc. entered into a Stock Purchase and Framework Agreement which resulted in the Company's acquisition of DemeRx, Inc.’s equity ownership of DemeRx IB (the “Stock Purchase”), in exchange for consideration that included, among other items, earn-out consideration of up to an additional $
The fair value of the DemeRx contingent milestone could change in future periods depending on prospects for the outcome of ibogaine milestone meetings with the FDA or other regulatory authorities. The most significant assumptions in the discounted cash flow valuation technique that impacts the fair value of the milestone contingent consideration are the projected milestone timing and the probability of the milestone being met. The valuations as of June 30, 2025 and December 31, 2024 used inputs that were unobservable inputs with the most significant being the discount rates and the probability of success of certain clinical milestones, which represent Level 3 measurements within the fair value hierarchy.
The fair value of the contingent milestone for DemeRx was estimated to be $
The fair value of the DemeRx contingent consideration liability – related parties was calculated using the following significant unobservable inputs:
|
|
|
June 30, 2025 |
|
December 31, 2024 |
|
|
|
|
|
|
Valuation Technique |
|
Significant Unobservable Inputs |
Input Range |
|
Input Range |
Discounted cash flow |
|
Milestone contingent consideration: |
|
|
|
|
|
Discount rate |
|
||
|
|
Probability of the milestone |
|
TryptageniX
TryptageniX was incorporated by CB Therapeutics, Inc. (“CBT”) on November 17, 2021, for the purpose of developing and commercializing intellectual property and to develop innovative biosynthetic methods to manufacture bioidentical, clinically relevant compounds, including psychoactive compounds which are highly difficult to produce sustainability through traditional methods. In December 2021, the Company and TryptageniX entered into the Stock Purchase Agreement (“TryptageniX-ATAI Stock Purchase Agreement”) which resulted in the Company holding a
27
TryptageniX. In exchange for its equity holding, the Company gave consideration that included, among other items, earn-out consideration payable to CBT contingent upon the achievement of certain R&D milestone and royalties payments. The earn-out consideration was recorded at fair value in contingent consideration as a liability under ASC 480 and the fair value is adjusted each quarter and reflected in other income and expense in the statement of operations. Subsequently in December 2023, the Company disposed of its equity interest in TryptageniX, but retained the earnout consideration with CBT.
The fair value of the contingent liability for TryptageniX was estimated to be an immaterial amount as of June 30, 2025 and December 31, 2024. The fair value of the success fee liability was estimated based on the scenario-based method within the income approach. The fair value of the contingent liability for TryptageniX was determined based on significant unobservable inputs, including the discount rate, estimated probabilities of success, and timing of achieving certain clinical milestones. The fair value of the royalties liability was determined to be de minimis as the products are in the early stages of development. The Company will continue to assess the appropriateness of the fair value of the contingent liability as the products continue through development.
Pre-funded warrant liabilities
On June 2, 2025, the Company entered into the subscription agreements, dated as of June 2, 2025 (the “June 2025 Subscription Agreements”) relating to the purchase (the “June 2025 PIPE Financing”) by the investors party thereto of (i)
Under ASC 815 the Company recognizes the June 2025 Pre-Funded Warrants at fair value as Pre-funded warrant liabilities within its unaudited condensed consolidated balance sheet. The change in fair value of the Company's June 2025 Pre-Funded Warrants is recognized as a Change in fair value of assets and liabilities, net in its unaudited condensed consolidated statements of operations. The fair value of these instruments are estimated based on the Company's stock price observable in the market less the exercise price, which represents a Level 1 measurement within the fair value hierarchy. For the three and six months ended June 30, 2025, the Company recognized a $
The following table provides a roll forward of the aggregate fair values of the Company’s financial instruments described above, for which fair value is determined using Level 3 inputs (in thousands):
|
|
Beckley Psytech Additional Warrants |
|
|
New NV Notes Conversion Feature |
|
|
Contingent |
|
|
Contingent |
|
||||
Balance as of December 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Change in fair value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance as of March 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Change in fair value |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Balance as of June 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(i)
(ii)
|
|
IntelGenx Convertible Notes Receivable |
|
|
IntelGenx Investments Held at Fair Value (i) |
|
|
Contingent |
|
|
Contingent |
|
|
New NV Notes Conversion Feature |
|
|
Beckley Psytech Additional Warrants |
|
||||||
Balance as of December 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Initial fair value of instrument |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Change in fair value, including interest |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||||
Balance as of March 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Initial fair value of instrument |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Change in fair value, including interest |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Balance as of June 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
(i)
(ii)
(iii)
research and development milestone success fee payments and royalties payments.
28
9. Prepaid Expenses and Other Current Assets
Prepaid expenses consist of the following (in thousands):
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Prepaid research and development related expenses |
|
$ |
|
|
$ |
|
||
Tax receivables |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Prepaid insurance |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
29
10. Property and Equipment
Property and equipment consisted of the following (in thousands):
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Manufacturing equipment |
|
$ |
|
|
$ |
|
||
Furniture and fixtures |
|
|
|
|
|
|
||
Laboratory and office equipment |
|
|
|
|
|
|
||
Computer equipment |
|
|
|
|
|
|
||
Construction-in-process |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Less: accumulated depreciation and amortization |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
As of June 30, 2025, substantially all of the Company’s in use manufacturing equipment, laboratory and office equipment, computer equipment, and construction-in-process were located in Canada and were comprised of assets acquired in connection with the Company's acquisition of Nualtis. The Company had $
For the three months ended June 30, 2025 and 2024, depreciation and amortization expense on property and equipment was $
30
11. Intangible Assets, Goodwill, and Digital Assets
Intangible Assets
Definite-lived Intangible Assets
In connection with the Company’s acquisition of Nualtis (see Note 4 above), the Company acquired ownership and intellectual property rights to Nualtis’s Oral Thin Film (“OTF”) platform technology. This platform technology serves as the foundation and platform to deliver active pharmaceutical ingredients for both the Company’s and other potential customer products. Collectively, the OTF Technologies will serve as a platform for both the Company's and other potential customers' own products. The Company determined there to be legal and competitive factors that limit the useful life of these OTF Technologies and therefore designated them as a definite-lived intangible asset.
In addition, the Company acquired a manufacturing contract with regards to Nualtis's right to manufacture gBelBuca, a generic version of Belbuca®, an opioid that is used to manage chronic pain severe enough to require daily, around-the-clock, long-term treatment. This manufacturing contract includes potential future royalty and milestone payments, for which the Company is now eligible to receive.
In accordance with the acquisition method of accounting, the Company allocated the acquisition cost for the transaction to the underlying assets acquired and liabilities assumed, based upon the estimated fair values of those assets and liabilities at the date of acquisition. The value allocated to the OTF Technology was $
In addition to the definite-lived intangible assets above, the Company's definite-lived intangible assets also includes internal-use software costs, which will be amortized over the estimated remaining useful life of approximately
Indefinite-lived Intangible Assets
As of June 30, 2025, the Company owned various intellectual property, including clinical trial data from previously consolidated or wholly-owned subsidiaries and other intangible assets. The Company has designated each of these intangible assets to be indefinite-lived as there are no characteristics that limit each asset's useful life.
As of December 31, 2024, the Company determined it was no longer pursuing digital therapeutics as an enabling technology for its product compounds. The Company performed an impairment assessment and concluded its in-process digital therapeutics application platforms were fully impaired. The carrying value of these indefinite-lived intangible assets prior to the Company's assessment was $
The Company continually evaluates whether events or circumstances have occurred that indicate that the carrying value of the intangible assets may be impaired or that the estimated remaining useful lives of these assets may warrant revision. As of June 30, 2025, the Company determined that no intangible assets were impaired and that there are no facts or circumstances that would indicate a need for changing the estimated remaining useful lives of these assets.
Intangible assets consisted of the following (in thousands):
|
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
|
|||||||||||||||||
|
Remaining Useful Lives |
|
Cost |
|
Accumulated Amortization |
|
Net Carrying Amount |
|
|
Cost |
|
Accumulated Amortization |
|
Impairment |
|
Net Carrying Amount |
|
|
|||||||
OTF Technology |
|
$ |
|
$ |
( |
) |
$ |
|
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
|
||||||
gBelBuca manufacturing contract |
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
||||||
Internal-use software |
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
||||||
In-process research and development |
indefinite-lived |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Other |
various |
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|||||
Total |
|
|
$ |
|
$ |
( |
) |
$ |
|
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
|
||||
For the three months ended June 30, 2025 and 2024, amortization expense related to these intangible assets was $
Estimated future amortization expense for intangible assets subsequent to June 30, 2025 is as follows (in thousands):
|
|
|
|
2025 |
$ |
|
|
2026 |
|
|
|
2027 |
|
|
|
2028 |
|
|
|
2029 |
|
|
|
Thereafter |
|
|
|
|
$ |
|
|
31
The weighted average remaining useful lives of all amortizable assets is approximately
Goodwill
In connection with the Company's acquisition of Nualtis (see Note 4 above), the Company also recognized $
Digital Assets
In February 2025, the Company paid approximately $
Under ASC 350-60, the Company’s digital assets are measured at fair value based on quoted prices on active exchanges, and are therefore categorized as Level 1 investments in the fair value hierarchy. The Company recognizes changes in the fair value of its digital assets as gains or losses in Change in fair value of digital assets, net on the Company's unaudited condensed consolidated statements of operations during the period in which they occur.
The details of the activity related to the Company’s digital assets as of June 30, 2025 and December 31, 2024, are as follows (fair value in thousands):
|
|
Units |
|
|
Fair Value |
|
||
Digital assets at December 31, 2024 |
|
|
|
|
$ |
|
||
Additions |
|
|
|
|
|
|
||
Unrealized loss |
|
|
|
|
|
( |
) |
|
Digital assets at March 31, 2025 |
|
|
|
|
$ |
|
||
Unrealized gain |
|
|
|
|
|
|
||
Digital assets at June 30, 2025 |
|
|
|
|
$ |
|
||
32
12. Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Accrued accounting, legal, and other professional fees |
|
$ |
|
|
$ |
|
||
Accrued payroll |
|
|
|
|
|
|
||
Accrued external research and development expenses |
|
|
|
|
|
|
||
Accrued restructuring costs |
|
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
|
||
Taxes payable |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
33
13. Leases
Operating lease Right-of-Use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes lease payments made, lease incentives, and initial direct costs incurred, if any.
The Company leases certain office space under long-term operating leases that expire at various dates through 2028. The Company generally has options to renew lease terms on its facilities, which may be exercised at the Company's sole discretion.
In connection with the Company's acquisition of Nualtis on October 2, 2024, the Company assumed lessee rights to approximately
In February 2025, the Company amended the lease agreements to exercise the aforementioned renewal option. As a result, the leases will now expire in February 2031. The Company adjusted the Operating lease right-of-use asset, net and lease liability by approximately $
In May 2025, the Company sublet approximately
The weighted-average remaining lease term for the Company’s operating leases as of June 30, 2025 was
ROU assets and lease liabilities related to the Company’s operating leases are as follows (in thousands):
|
Balance Sheet Classification |
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Right-of-use assets |
Operating lease right-of-use asset, net |
$ |
|
|
$ |
|
||
Current lease liabilities |
|
|
|
|
|
|||
Non-current lease liabilities |
|
|
|
|
|
|||
Expenses related to leases are recorded on a straight-line basis over the lease term.
|
|
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||
Lease Cost Components |
|
Statement of Operations Classification |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Operating lease cost |
|
Operating expenses: General and administrative |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating lease cost |
|
Operating expenses: Research and Development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term lease cost |
|
Operating expenses: General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total lease cost |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Future minimum commitments under all non-cancelable operating leases are as follows (in thousands):
Year Ended |
|
Future Lease Commitments |
|
|
2025 |
|
$ |
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
Thereafter |
|
|
|
|
Total lease payments |
|
$ |
|
|
Less: Imputed interest |
|
|
( |
) |
Present value of lease liabilities |
|
$ |
|
|
34
Supplemental cash flow information related to the Company’s operating leases for the six months ended June 30, 2025 and 2024 are as follows (in thousands):
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
||
Operating cash flows from operating leases |
|
$ |
|
|
$ |
|
||
Right-of-use assets obtained in exchange for new operating lease liabilities |
|
$ |
|
|
$ |
|
||
35
14. Debt
Convertible Promissory Notes
Convertible Promissory Notes—Related Parties
During November 2018 and October 2020, the Company executed a terms and conditions agreement (the “Convertible Note Agreement”) under which it would issue convertible promissory notes to investors. An investor would become a party to the Convertible Note Agreement and would be issued a convertible promissory note by executing and delivering a subscription form. In November 2018 and October 2020, certain investors subscribed to the Convertible Note Agreement and the Company issued convertible promissory notes in the aggregate principal amount of €
The Company concluded that both the embedded conversion feature, which is exercisable by the investor at any time during the maturity, and the contingent put option, which would trigger upon the occurrence of an event of default of the Convertible Notes, do not meet the criteria to be bifurcated and separately accounted for as derivatives and the notes were recorded net of discount and issuance costs, or a reduction to the carrying value of the notes issued in November 2018, with a corresponding adjustment to additional paid in capital. The discount is being amortized using the effective interest method over the period from the respective date of issuance to the Maturity Date.
The Company determined that the October 2020 notes were issued in exchange for services previously provided by the Company’s founders and other shareholders and were fully vested and non-forfeitable upon issuance. These instruments were therefore considered share-based compensation awards to non-employees, and the instruments were initially measured and recorded at their grant date fair value based on a Black-Scholes option- pricing model. The fair value of the October 2020 notes exceeded the principal amount that will be due at maturity. Therefore, at initial recognition, the October 2020 notes were accounted for as convertible debt issued at a substantial premium, such that the face value of the note is recorded as a liability and the premium was recorded as paid-in capital.
In April 2021, the Company undertook a corporate reorganization. Upon the corporate reorganization, ATAI Life Sciences N.V became the sole shareholder of ATAI Life Sciences AG (ATAI Life Sciences AG was subsequently converted to ATAI Life Sciences GmbH in April 2025). In connection with the corporate reorganization, all former shareholders of ATAI Life Sciences AG contributed their shares of ATAI Life Sciences AG to ATAI Life Sciences N.V. and received sixteen shares in ATAI Life Sciences N.V. for every one share of ATAI Life Sciences AG. In 2023, certain November 2018 noteholders elected to convert some of their convertible promissory notes into shares of ATAI Life Sciences N.V for an immaterial amount. As of December 31, 2023, all notes issued in November 2018 have been converted and the only outstanding Convertible Notes are those issued in October 2020. As of June 30, 2025, the Convertible notes issued in October 2020 continue to be outstanding.
Exchange of Convertible Promissory Notes
In November 2023 and April 2024, a noteholder and a related party noteholder, respectively, of the Convertible Notes issued in October 2020 and ATAI Life Sciences AG (ATAI Life Sciences AG was subsequently converted to ATAI Life Sciences GmbH in April 2025) executed exchange agreements (together the “Exchange Agreements”) where each noteholder agreed to exchange its Convertible Notes issued by ATAI Life Sciences AG (“Old AG Notes”) into the same principal amount of new convertible notes issued by ATAI Life Sciences NV (“New NV Notes”). The New NV Notes are non-interest-bearing, unsecured and are due and payable on September 30, 2025, unless previously redeemed, converted, purchased or cancelled (the “Maturity Date”). Each New NV Note has a face value of €
In December 2023 and April 2024, the Company entered into subscription agreements with each of the noteholder and related party noteholder, respectively (together the “Subscription Agreements”) and exchanged their respective Old AG Notes into New NV Notes. The Company determined that the note exchanges were modifications of the debt. The Exchange Agreements and Subscription Agreements resulted in the New NV Notes conversion option no longer meeting the equity classification criteria. Accordingly, at the time of the Exchange Agreements modification, the Company bifurcated the conversion option and reclassified the conversion option fair value from equity to a liability and is included in Convertible promissory notes and derivative liability in the consolidated balance sheets. The conversion option is measured at fair value on a quarterly basis and any changes in the fair value will be recorded as Change in fair value of assets and liabilities, net, in the consolidated statements of operations. For the three months ended June 30, 2025 and 2024, the Company recognized a loss of $
36
the six months ended June 30, 2025 and 2024, the Company recognized a loss of $
As of June 30, 2025 and December 31, 2024, the fair value of the Short-term convertible Notes and derivative liability was $
Term Loan
Hercules Loan and Security Agreement
In August 2022 (the “Closing Date”), the Company and certain subsidiaries, as guarantors, and Hercules Capital, Inc., a Maryland corporation (“Hercules”), entered into a Loan and Security Agreement (as amended, the “Hercules Loan Agreement”). The Hercules Loan Agreement provided for term loans in an aggregate principal amount of up to $
The 2022 Term Loan Facility was scheduled to mature on
The Hercules Loan Agreement contained customary closing and commitment fees, prepayment fees and provisions, events of default and representations, warranties and affirmative and negative covenants, including a financial covenant requiring the Company to maintain certain levels of cash in accounts subject to a control agreement in favor of the Agent (the “Qualified Cash”) at all times commencing from the Closing Date, which included a cap on the amount of cash that can be held by, among others, certain of our foreign subsidiaries in Australia and the United Kingdom.
Prior to the Payoff Date, the Company incurred financing expenses related to the Hercules Loan Agreement, which were recorded as an offset to long-term debt on the Company's consolidated balance sheets. These deferred financing costs were amortized over the term of the debt using the effective interest method, and were included in other income, net in the Company’s unaudited condensed consolidated statements of operations. For the three months ended June 30, 2025 and 2024, interest expense included $
On May 2, 2025, the Company and Hercules entered into a payoff letter for a voluntary prepayment with respect to the Hercules Loan Agreement (the “Payoff Letter”). Pursuant to the Payoff Letter, on May 2, 2025 (the “Payoff Date”), the Borrowers paid off the outstanding loan amount of approximately $
37
There were no outstanding debt obligations as of June 30, 2025. Outstanding debt obligations as of December 31, 2024 were as follows (in thousands):
|
|
|
|
|
|
|
December 31, 2024 |
|
|
Principal amount |
|
$ |
|
|
End of the term charge |
|
|
|
|
Less: unamortized issuance discount |
|
|
( |
) |
Less: unamortized issuance costs |
|
|
( |
) |
Less: unamortized end of term charge |
|
|
( |
) |
Net carrying amount |
|
|
|
|
Less: current maturities |
|
|
( |
) |
Long-term debt, net of current maturities and unamortized debt discount and issuance costs |
|
$ |
|
|
The fair value of the outstanding debt obligations under the 2022 Term Loan Facility was $
38
15. Common Stock
All common shareholders have identical rights. Each common share entitles the holder to one vote on all matters submitted to the shareholders for a vote.
All holders of common shares are entitled to receive dividends, as may be declared by the Company’s board of directors. Upon liquidation, common shareholders will receive distribution on a pro rata basis. As of June 30, 2025 and December 31, 2024, no cash dividends have been declared or paid.
Open Market Sale Agreement
In November 2022, the Company entered into an Open Market Sale Agreement with Jefferies LLC (“Jefferies”), pursuant to which the Company may issue and sell its common shares, nominal value €
February 2025 Public Offering
In February 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Berenberg Capital Markets LLC in connection with the issuance and sale by the Company in a public offering of
The net proceeds from the offering of the common shares were approximately $
June 2025 PIPE Financing
As described in Note 8, on June 2, 2025, the Company entered into the June 2025 Subscription Agreements relating to the purchase by the investors party thereto of (i)
The securities being issued and sold in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state’s securities laws, and were issued and sold in a private placement in reliance on Section 4(a)(2) of the Securities Act. The securities may not be offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act.
The aggregate gross proceeds from the offering of the common shares in the June 2025 PIPE Financing were approximately $
The June 2025 Pre-Funded Warrants were immediately exercisable upon issuance, and do not expire until the date the common shares underlying the June 2025 Pre-Funded Warrants have been exercised in full. Under the terms of the June 2025 Pre-Funded Warrant, the Company may not effect the exercise of any June 2025 Pre-Funded Warrant, and the holder will not be entitled to exercise any portion of any June 2025 Pre-Funded Warrant that, upon giving effect to such exercise, would cause an aggregate number of common shares beneficially owned by such holder (together with its affiliates) to exceed
The aggregate gross proceeds from the offering of the June 2025 Pre-Funded Warrants in the June 2025 PIPE Financing were approximately $
The Company incurred offering expenses related to the June 2025 PIPE Financing of $
39
June 30, 2025. The Company recorded the amount allocated to the common shares of $
40
16. Stock-Based Compensation
atai Equity Incentive Plans
The Company has stock options outstanding under various equity incentive plans, including the 2020 Incentive Plan, 2021 Incentive Plan, and HSOP Plan, which are further described in Note 15 of the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2025.
As of June 30, 2025, there were
Shares that are expired, terminated, surrendered, or canceled without having been fully exercised will be available for future awards. As of June 30, 2025,
As of June 30, 2025,
Stock Option activity under 2020 Incentive Plan and 2021 Incentive Plan
The stock options outstanding noted below consist primarily of both service and performance-based options to purchase common stock. These stock options have a ten-year contractual term. These awards are subject to the risk of forfeiture until vested by virtue of continued employment or service to the Company.
The following is a summary of stock option activity from December 31, 2024 to June 30, 2025:
|
|
Number of |
|
|
Weighted- |
|
|
Weighted- |
|
|
Aggregate |
|
||||
Outstanding as of December 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
(i) |
|
|
|
|
— |
|
|
|
— |
|
||
Exercised |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
Cancelled or forfeited |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
Outstanding as of June 30, 2025 |
|
|
|
(ii) |
$ |
|
|
|
|
|
$ |
|
||||
Options exercisable as of June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
The weighted-average grant-date fair value of options granted during the six months ended June 30, 2025 was $
The Company estimates the fair value of each stock option using the Black-Scholes option-pricing model on the date of grant. During the six months ended June 30, 2025 and 2024, the assumptions used in the Black-Scholes option pricing model were as follows:
|
|
June 30, |
||
|
|
2025 |
|
2024 |
Weighted average expected term in years |
|
|
||
Weighted average expected stock price volatility |
|
|
||
Risk-free interest rate |
|
|
||
Expected dividend yield |
|
|
||
41
For the three months ended June 30, 2025 and 2024, the Company recorded stock-based compensation expense related to stock options of $
As of June 30, 2025, total unrecognized compensation cost related to the unvested stock options was $
Restricted Stock Unit activity under the 2021 Incentive Plan
The Company has granted RSUs to certain of its employees under the 2021 Incentive Plan, as part of its equity compensation program. Pursuant to the terms of the applicable award agreements, each RSU represents the right to receive one share of the Company’s common stock. The restricted stock units noted below consist of service-based awards vesting over a two-year period, subject to the risk of forfeiture until vested by virtue of continued employment or service to the Company. The Company reflects restricted stock units as issued and outstanding common stock when vested and the shares have been delivered to the individual.
The following is a summary of restricted stock unit activity from December 31, 2024 to June 30, 2025:
|
|
Number of Restricted Stock Units |
|
|
Weighted-Average Grant Date Fair Value |
|
||
Unvested at December 31, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
|
|
|
|
||
Forfeited |
|
|
|
|
|
|
||
Unvested at June 30, 2025 |
|
|
|
|
$ |
|
||
The total fair value of restricted stock units vested during the six months ended June 30, 2025 was $
Stock Option activity under HSOP Plan
The HSOP Options outstanding noted below consist of service and performance-based options to request the distribution of HSOP Shares. These HSOP Options have a fifteen-year contractual term. These HSOP Options vested over a three to four-year service period. These awards are subject to the risk of forfeiture until vested by virtue of continued employment or service to the Company.
The following is a summary of stock option activity under the HSOP Plan from December 31, 2024 to June 30, 2025:
|
|
Number of |
|
|
Weighted- |
|
|
Weighted- |
|
|
Aggregate |
|
||||
Outstanding as of December 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Exercised |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Cancelled or forfeited |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Outstanding as of June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
— |
|
|||
Options exercisable as of June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
— |
|
|||
As shown above, the Company did not grant any new HSOP options during the six months ended June 30, 2025 or 2024. The Company did not record any stock-based compensation expenses related to HSOP options for the three months ended June 30, 2025 or 2024. The Company did not record any stock-based compensation expenses related to HSOP options for the six months ended June 30, 2025. The Company recorded stock-based compensation expense related to HSOP options of $
As of June 30, 2025, there was
Subsidiary Equity Incentive Plans
Certain controlled subsidiaries of the Company adopted their own equity incentive plans (each, an “EIP”). Each EIP is generally structured so that the applicable subsidiary, and its affiliates’ employees, directors, officers and consultants are eligible to receive non-qualified and incentive stock options and restricted stock unit awards under their respective EIP. Standard option grants have time-based vesting
42
requirements, generally vesting over a period of four years with a contractual term of ten years. Such time-based stock options use the Black-Scholes option pricing model to determine grant date fair value.
For the three months ended June 30, 2025 and 2024, the Company recorded stock-based compensation expense related to EIP options of an immaterial amount and $
As of June 30, 2025, there was an $
Stock-Based Compensation
Stock-based compensation expense is allocated to either research and development or general and administrative expense on the unaudited condensed consolidated statements of operations based on the cost center to which the option holder belongs.
The following tables summarize the total stock-based compensation expense by function for the three and six months ended June 30, 2025, which includes expense related to stock options and restricted stock unit awards (in thousands):
|
|
Three months ended June 30, 2025 |
|
|||||||||
|
|
atai 2020 and 2021 Incentive Plans |
|
|
Other Subsidiary Equity Plans |
|
|
Total |
|
|||
Research and development |
|
$ |
|
|
$ |
|
|
$ |
|
|||
General and administrative |
|
|
|
|
|
|
|
$ |
|
|||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
Six months ended June 30, 2025 |
|
|||||||||
|
|
atai 2020 and 2021 Incentive Plans |
|
|
Other Subsidiary Equity Plans |
|
|
Total |
|
|||
Research and development |
|
$ |
|
|
$ |
|
|
$ |
|
|||
General and administrative |
|
|
|
|
|
|
|
$ |
|
|||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The following tables summarize the total stock-based compensation expense by function for the three and six months ended June 30, 2024, which includes expense related to stock options and restricted stock unit awards (in thousands):
|
|
Three months ended June 30, 2024 |
|
|||||||||
|
|
atai 2020 and 2021 Incentive Plans |
|
|
Other Subsidiaries Equity Plan |
|
|
Total |
|
|||
Research and development |
|
$ |
|
|
$ |
|
|
$ |
|
|||
General and administrative |
|
|
|
|
|
|
|
$ |
|
|||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
Six months ended June 30, 2024 |
|
|||||||||||||
|
|
atai 2020 and 2021 Incentive Plans |
|
|
atai |
|
|
Other Subsidiaries Equity Plan |
|
|
Total |
|
||||
Research and development |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
43
17. Income Taxes
The Company records its quarterly income tax expense by utilizing an estimated annual effective tax rate applied to its period to date earnings as adjusted for any discrete items arising during the quarter. The tax effects for discrete items are recorded in the period in which they occur. For the three months ended June 30, 2025 and 2024, the Company recorded income tax expense of $
In early June 2025, atai N.V. migrated its headquarters and effective place of management (“EPOM”) from Berlin, Germany to Amstelveen, Netherlands. Following the change, atai N.V. became exclusively a tax resident, and fully liable to tax, in the Netherlands. Generally, the forfeiture of German taxation rights based on the change in a company’s EPOM is associated with a taxable event for German tax purposes. Based on current analysis, and when considering the availability of German tax attributes such as asset bases, current year losses, and tax loss carryforwards, the taxable gain associated with atai N.V.’s change in EPOM is expected to be minimal.
In July 2025, the One Big Beautiful Bill Act was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses. Some of the provisions of the new tax law affecting corporations include, but are not limited to, expensing of domestic specified research or experimental expenditures and one hundred percent bonus depreciation on eligible property acquired after January 19, 2025. The Company is evaluating the full effects of the legislation on our estimated annual effective tax rate and cash tax position, but expects that the legislation will likely not have a material impact on its financial statements. As the legislation was signed into law after the close of the Company’s second quarter, the impacts are not included in the operating results for the three and six months ended June 30, 2025.
44
18. Net Loss Per Share
Basic and diluted net loss per share attributable to atai stockholders were calculated as follows (in thousands, except share and per share data):
|
|
For the three months ended June 30, |
|
|
For the six months ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Basic and Diluted EPS |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss attributable to noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss attributable to ATAI Life Sciences N.V. shareholders - basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding attributable to ATAI Life Sciences N.V. Stockholders - basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per share attributable to ATAI Life Sciences N.V. shareholders - basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
HSOP Shares issued to the Partnership and allocated to the HSOP Participants are not considered outstanding for accounting purposes and not included in the calculation of basic weighted average common shares outstanding in the table above because the HSOP Participants have a forfeitable right to distributions until the HSOP Options vest and are exercised, at which time the right becomes nonforfeitable.
The following also represents the maximum amount of outstanding shares of potentially dilutive securities that were excluded from the computation of diluted net loss per share attributable to common shareholders for the periods presented because including them would have been antidilutive:
Potentially dilutive securities to the Company’s common shares:
|
|
As of June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Options to purchase common stock |
|
|
|
|
|
|
||
HSOP options to purchase common stock |
|
|
|
|
|
|
||
2018 short-term convertible promissory notes - related parties |
|
|
|
|
|
|
||
2018 short-term convertible promissory notes |
|
|
|
|
|
|
||
Pre-funded warrants |
|
|
|
|
|
|
||
Unvested restricted stock units |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
45
19. Commitments and Contingencies
Research and Development Agreements
The Company may enter into contracts in the normal course of business with clinical research organizations for clinical trials, with contract manufacturing organizations for clinical supplies and with other vendors for preclinical studies, supplies and other services and products for operating purposes.
Indemnification
In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, lessors, business partners, non-executive board members, officers and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company, negligence or willful misconduct of the Company, violations of law by the Company, or intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with our non-employee directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as non-employee directors, officers or employees. No demands have been made upon the Company to provide indemnification under such agreements, and thus, there are no claims that the Company is aware of that could have a material effect on the Company’s consolidated financial statements.
The Company also maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify the Company’s directors. To date, the Company has not incurred any material costs and has not accrued any liabilities in the consolidated financial statements as a result of these provisions.
Contingencies
From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company is unable to predict the outcome of these matters or the ultimate legal and financial liability, and at this time cannot reasonably estimate the possible loss or range of loss and accordingly has not accrued a related liability. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. Given that such proceedings are subject to uncertainty, there can be no assurance that such legal proceedings, either individually or in the aggregate, will not have a material adverse effect on our business, results of operations, financial condition or cash flows.
46
20. License Agreements
National University Corporation Chiba University License Agreement
In August 2017, Perception entered into a license agreement (the “CHIBA License”), with the National University Corporation Chiba University (“CHIBA”), relating to Perception’s drug discovery and development initiatives. Under the CHIBA License, Perception has been granted a worldwide exclusive license under certain patents and know-how of CHIBA to research, develop, manufacture, use and commercialize therapeutic products.
During the three and six months ended June 30, 2025 and 2024, respectively, the Company made
Allergan License Agreement
In February 2020, Recognify entered into an amended and restated license agreement (the “Allergan License Agreement”), with Allergan Sales, LLC (“Allergan”), under which Allergan granted Recognify an exclusive (non-exclusive as to know-how), sublicensable and worldwide license under certain patent rights and know-how controlled by Allergan to develop, manufacture and commercialize certain products for use in all fields including the treatment of certain diseases and conditions of the central nervous system.
During the three and six months ended June 30, 2025 and 2024, respectively, Recognify made
Dalriada License Agreement
In December 2021, Invyxis, Inc. (“Invyxis”), a wholly owned subsidiary of the Company, entered into an exclusive services and license agreement (the “Invyxis ESLA”) with Dalriada Drug Discovery Inc. (“Dalriada”). Under the Invyxis ESLA, Dalriada is to exclusively collaborate with Invyxis to develop products, services and processes with the specific purpose of generating products consisting of new chemical entities. Invyxis will pay Dalriada up to $
In January 2022, in accordance with the Invyxis ESLA, Invyxis paid an upfront deposit of $
During the three months ended June 30, 2025 and 2024, the Company recorded
Rizafilm LLC License and Supply Agreement
As described in Note 3, in January 2025, the Company, through its wholly-owned subsidiary Nualtis, entered into an APA and a Supply Agreement with Rizafilm. Under the APA, Nualtis sold licensing and intellectual property rights of Nualtis's oral thin film technology and under the Supply Agreement, subject to approval by the FDA, Nualtis will serve as the sole manufacturer of Rizafilm's products over a five year term with an automatic renewal option for an additional five years unless either party provides sufficient written notice.
During the three months ended June 30, 2025, the Company did not recognize any license revenue under the license agreement.. During the six months ended June 30, 2025, the Company recognized $
Psilera Acquisition
In February 2025, the Company entered into an Intellectual Property Assignment & License Agreement with Psilera, Inc. (“Psilera”) under which the Company has acquired Psilera's DMT (dimethyltryptamine) patent portfolio, including all granted and pending patents related to DMT and other related psychedelics. In return, the Company paid Psilera an upfront fee of $
The Company has determined the regulatory and sales milestones to meet the requirements of contingent consideration acquired via an asset acquisition. As described in Note 2 above, the Company has elected the practical expedient under FASB's Statement 141 for the
47
accounting of the regulatory and sales milestones. Under this guidance, the contingent consideration will be recorded once the contingencies are resolved and the consideration is issued or becomes issuable.
During the three and six months ended June 30, 2025, the Company did
48
21. Related Party Transactions
atai Formation
In connection with the formation of atai in 2018, the Company entered into a series of transactions with its shareholders Apeiron Investment Group Ltd. (“Apeiron”), the family office of Christian Angermayer, Co-Founder and Chairman of the Company, among other shareholders, contributed their investments in COMPASS, Innoplexus and Juvenescence Ltd. to the Company in exchange for the Company's common stock of equivalent value. Apeiron is the family office of the Company’s co-founder who owns
Consulting Agreement with Mr. Angermayer
In January 2024, the Company and Mr. Angermayer entered into the Termination and New Consultancy Agreement (the “2024 Consultancy Agreement”). Pursuant to the 2024 Consultancy Agreement, the parties agreed to terminate the original consulting agreement between ATAI AG and Mr. Angermayer dated January 16, 2021 (the “Original Consultancy Agreement”) and enter into a new consultancy agreement between the Company and Mr. Angermayer to, among other things, extend the term of the Original Consultancy Agreement to January 5, 2028, increase the services to include various business objectives (including related to business and finance, communication and investor relations), and provide for the grant of an option to purchase
For the three months ended June 30, 2025 and 2024, the Company recognized $
For the three months ended June 30, 2025 and 2024, the Company recognized an immaterial amount and $
Apeiron's Purchase of Common Shares
As mentioned in Note 15 above, in February 2025, the Company entered into an Underwriting Agreement in connection with the issuance and sale by the Company in a public offering of its common shares. Apeiron participated in the public offering, purchasing
49
22. Defined Contribution Plan
The Company has a defined contribution retirement savings plan under Section 401(k) of the Internal Revenue Code. This plan allows eligible employees to defer a portion of their annual compensation. Employees may make contributions by having the Company withhold a percentage of their salary up to the Internal Revenue Service annual limit. For the three months ended June 30, 2025 and 2024, the Company recognized $
50
23. Corporate Restructuring
2025 Restructuring
In March 2025, the Company eliminated approximately
Restructuring expense related to the workforce reduction incurred during the six months ended June 30, 2025 resulted in $
As of June 30, 2025, net restructuring liabilities totaled approximately $
2024 Restructuring
In February 2024, the Company eliminated approximately
Restructuring expense related to the workforce reduction incurred during the six months ended June 30, 2024, resulted in $
As of June 30, 2024, net restructuring liabilities totaled approximately $
A reconciliation of the restructuring charges and related payments for the six months ended June 30, 2025 and 2024 is as follows (in thousands):
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24. Segment Reporting
The Company's operations are organized into
The Company's primary operations are located in the United States, Germany, and Canada. The measure of segment assets is reported on the Company's consolidated balance sheets as total assets. Refer to Note 10 for more information regarding the Company's property and equipment assets by geographic region.
The Company has not generated any revenues to date from the sale of its product candidates and does not anticipate generating any revenues from the sale of its product candidates unless and until it successfully completes development and obtains regulatory approval to market its product candidates. The Company does recognize revenue through its licenses of intellectual property and development agreements. Refer to Notes 3 and 20 for more information.
For the Company's single reportable segment, the CODM uses net loss that is reported on the consolidated statements of operations to allocate resources, predominantly during the annual budget and forecasting process. The CODM also uses non-financial inputs and qualitative information to evaluate the Company's performance, establish compensation, monitor budget versus actual results, and decide the level of investment in the Company's various operating activities and other capital allocation activities.
The Company's reportable segment net loss, including significant segment expenses, for the three and six months ended June 30, 2025 and 2024 consisted of the following (in thousands):
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(i)
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52
25. Subsequent Events
July 2025 PIPE
In July 2025, the Company entered into subscription agreements (the "July Subscription Agreements”), relating to the purchase (the “July 2025 PIPE Financing”) by the investors party thereto (the “July 2025 PIPE Investors”) of
The securities being issued and sold in the private placement have not been registered under the Securities Act, or any state’s securities laws, and were issued and sold in a private placement in reliance on Section 4(a)(2) of the Securities Act. The securities may not be offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act.
Apeiron participated in the financing, purchasing
Promissory Note
On August 13, 2025, the Company issued an unsecured promissory note (the ‘‘Promissory Note’’) to Beckley Psytech in the principal amount of $
53
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes thereto included in this Quarterly Report and our audited consolidated financial statements and related notes thereto for the year ended December 31, 2024, included in our Form 10-K (the “Annual Report”) filed with the SEC on March 17, 2025. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the section titled “Risk Factors” in our Annual Report and may be updated from time to time in our other filings with the SEC.
All references to years, unless otherwise noted, refer to our fiscal years, which end on December 31. Unless the context otherwise requires, all references in this subsection to “we,” “us,” “our,” “atai” or the “Company” refer to atai and its consolidated subsidiaries.
Business Overview
Overview
We are a clinical-stage biopharmaceutical company on a mission to develop highly effective mental health treatments to transform patient outcomes. Founded in 2018, atai emerged from the urgent need for better mental health solutions for patients who are under-served by current treatment options. We are advancing a pipeline of product candidates designed to address the complex nature of mental health disorders. We believe that these investigational compounds have the potential to become rapid-acting, durable, and commercially scalable therapies for mental health patients in need of new treatment options.
Mental health disorders are highly prevalent and estimated to affect more than one billion people globally. The economic burden of these disorders is substantial and is growing rapidly. Between 2009 and 2019, spending on mental health care in the United States increased by more than 50%, reaching $225 billion, and a Lancet Commission report estimates that the global economic cost will reach $16 trillion by 2030. While current treatments, such as selective serotonin reuptake inhibitors (“SSRIs”) and serotonin-norepinephrine reuptake inhibitors (“SNRIs”) are well established and effective for certain patients, approximately 65% of patients do not achieve remission of their symptoms after up to four antidepressant treatment trials, translating to a significant unmet medical need.
Since our inception in 2018, we have focused substantially all of our efforts and financial resources on acquiring and developing product and technology rights, establishing our platform, building our intellectual property portfolio and conducting research and development activities for our product candidates within our atai companies that we consolidate based on our controlling financial interest of such entities. We are advancing a pipeline of product candidates designed to address the complex nature of mental health disorders. We believe that these investigational compounds have the potential to become rapid-acting, durable, and commercially scalable therapies for mental health patients in need of new treatment options.
We do not have any products approved for sale and have not generated any revenue from product sales; however, we have recognized revenue from license and research and development arrangements. We have funded our operations to date primarily with proceeds from the sale of our common shares and issuances of convertible notes.
Our Approach
Our research is focused on developing rapid-acting, robust, and durable mental health treatments that can deliver large-scale patient impact. We are committed to leading a new era of mental health treatment – one that not only offers relief from symptoms, but the possibility of an improved quality of life and lasting change. We pursue this in two ways: we develop novel product candidates in-house and we make strategic investments in companies developing promising product candidates.
Our Core Psychedelic Programs
We have built a diversified pipeline of psychedelic product candidates that target mental health disorders that we believe have significant unmet medical need. Our in-house programs include:
We believe psychedelics are emerging as novel breakthrough therapies for mental health disorders, such as depression, supported by growing scientific evidence, recent regulatory advancements and increasing patient and physician acceptance. Clinical studies have demonstrated the potential safety and efficacy profile of psychedelics, particularly their rapid onset of effect and sustained efficacy after a short course of administration. We believe these programs, which include both novel molecular entities and optimized variants of known compounds, have the potential to address significant unmet needs in mental health treatment.
54
Our commitment to innovation extends to early-stage drug discovery through our discovery platform. Intellectual property development has been essential to our strategy since inception, particularly through key investments in novel chemical entity (“NCE”) development. We have made substantial progress in our drug discovery efforts to date, synthesizing and screening more than 750 compounds and identifying novel scaffolds that display potential in targeting mental health disorders.
Beckley Psytech Strategic Combination
We have a strategic investment in Beckley Psytech Limited (“Beckley Psytech”), a private clinical-stage biopharmaceutical company developing two investigational compounds: BPL-003, mebufotenin benzoate, for TRD and alcohol use disorder (“AUD”), and ELE-101, psilocin, for the treatment of major depressive disorder (“MDD”).
In June 2025, we entered into a share purchase agreement with Beckley Psytech and certain other parties thereto, pursuant to which we agreed to acquire from the shareholders of Beckley Psytech (the “Sellers”) the entire issued share capital of Beckley Psytech not already owned by the Company by issuing to the Sellers 105,044,902 of our common shares (subject to certain adjustments). The strategic combination with Beckley Psytech is expected to close in the fourth quarter of 2025, subject to approval of the share issuance by the Company’s shareholders and satisfaction of other customary closing conditions.
Corporate Redomiciliation
In August 2025, our board of directors approved a redomiliciation of the Company to Delaware (the “Redomiciliation”). The Redomiciliation is intended to generally improve the Company’s operational and financial flexibility and provide for a more efficient corporate structure to achieve strategic and financial goals. As Dutch law does not facilitate a direct change of legal domicile of a Dutch public limited liability company (such as us) to a jurisdiction outside the European Economic Area, the Redomiciliation is anticipated to be effected through a series of transactions occurring in a specific sequence and as a consequence of which, among other things (i) the Company and a newly formed Luxembourg entity (“ATAI LuxCo”) would enter into a cross-border merger, as a result of which the Company would cease to exist and all assets and liabilities of the Company would be transferred to ATAI LuxCo (the “LuxCo Merger”), and (ii) ATAI LuxCo would redomesticate in Delaware, as permitted under Luxembourg law. The Redomiciliation is subject to, among other things, the approval of the LuxCo Merger and related matters by the Company’s shareholders.
Recognify Life Sciences Strategic Investment
We have a strategic investment in Recognify Life Sciences, Inc. (“Recognify”), a company developing inidascamine (formerly RL-007), an investigational pro-cognitive neuromodulator for the treatment of cognitive impairment associated with schizophrenia (“CIAS”). We hold a 51.9% ownership percentage in Recognify, and have consolidated this subsidiary into our consolidated financial statements with the noncontrolling interest reflected in our consolidated balance sheets and the portion of net earnings attributable to the noncontrolling interests reflected in our consolidated statements of operations.
IntelGenx Corp. Acquisition
In October 2024, we acquired IntelGenx Corp. (“IGX”), a subsidiary of IntelGenx Technologies Corp. (“IntelGenx”), a drug delivery company focused on the development and manufacturing of novel oral thin film products for the pharmaceutical market and for our development candidate, VLS-01. In June 2025, IGX rebranded into Nualtis as part of the subsidiary's transformation and long-term strategic vision.
Capital Allocation and Strategic Value Capture
Consistent with our strategy, we provide the necessary funding and operational support to our programs to maximize their probability of success in clinical development and commercialization. We also regularly review the status of our programs to assess whether there are alternative forms of ownership, partnership or other forms of collaboration that would optimize our economic interests and the success of our programs. To that end, we are focusing on clinical phase programs and business development that we expect to generate meaningful data in the near term, and, therefore, prioritizing programs and opportunities that we believe have the highest return potential and value. In 2024, our strategic investment in Beckley Psytech Limited added more programs to our diverse portfolio of clinical-stage psychedelic product candidates with multiple upcoming clinical readouts. We are also exploring other opportunities, including but not limited to seeking strategic partnership options, for example, with Recognify Life Sciences, Inc. and Perception Neuroscience Holdings, Inc. In 2024, we finalized and entered into agreements through which we disposed of our equity interest in Psyprotix, Inc. and Kures, Inc.
In February 2024 and March 2025, we conducted a reduction in force of approximately 10% and 25%, respectively, of our global workforce aligning with our current business model. Refer to Note 23 in the Notes to the unaudited condensed consolidated financial statements in Part I, Item 1 for further information.
55
Our Pipeline
Our pipeline includes wholly owned psychedelic-based product candidates across multiple neuropsychiatric indications including depression and anxiety. The table below summarizes the status of our core product candidate portfolio, as of the date of this Quarterly Report.
Psychedelic Programs
BPL-003: Intranasal mebufotenin (5-MeO-DMT) benzoate for TRD (via strategic investment in Beckley Psytech)
VLS-01: Buccal film DMT for TRD
56
EMP-01: Oral R-MDMA for SAD
Novel 5-HT2A Receptor Agonists (including the discovery of non-hallucinogenic neuroplastogens)
Non-Psychedelic Program & Strategic Investment
Inidascamine: Pro-cognitive neuromodulator for CIAS (via Strategic Investment in Recognify)
57
Factors and Trends Affecting our Results of Operations
We believe that the most significant factors affecting our results of operations include:
Research and Development Expenses
Our ability to successfully develop innovative product candidates through our programs will be the primary factor affecting our future growth. Our approach to the discovery and development of our product candidates is still being demonstrated. As such, we do not know whether we will be able to successfully develop any of our product candidates. Developing novel product candidates requires a significant investment of resources over a prolonged period of time, and a core part of our strategy is to continue making sustained investments in this area. We have chosen to leverage our platform to initially focus on advancing our product candidates in the area of mental health.
All of our product candidates are still in development stages, and we have incurred and will continue to incur significant research and development costs for preclinical studies and clinical trials. We expect that our research and development expenses will constitute the most substantial part of our expenses in future periods in line with the advancement and expansion of the development of our product candidates.
Acquisitions/Investments
To continue to grow our business and to aid in the development of our various product candidates, we are strategically acquiring and investing in companies that share our common goal towards advancing transformative treatments, including psychedelic compounds, for patients that suffer from mental health disorders. We expect that these expenses will increase in the near-term in connection with the proposed strategic combination with Beckley Psytech, and will remain a meaningful part of our expenses in future periods as we continue to pursue strategic opportunities.
58
Components of Our Results of Operations
License revenue
On March 11, 2021, we entered into a license and collaboration agreement (the “Otsuka Agreement”), with Otsuka Pharmaceutical Co., LTD (“Otsuka”). In January 2025, Otsuka provided a notice of termination pursuant to the Otsuka Agreement, effective April 2025. We did not recognize any revenue pursuant to the Otsuka Agreement in 2025, and, effective as of the termination date, we will no longer be eligible to receive any milestone payments or royalties.
As a full service contract development and manufacturing organization, Nualtis offers services that include pharmaceutical research and development and the manufacturing of pharmaceutical products by leveraging its proprietary drug delivery technologies. Nualtis recognizes license and research and development revenue from the use of its proprietary drug delivery technologies in its customers' products.
We do not expect to generate any revenue from the sale of our core psychedelic product candidates or non-psychedelic product candidates unless and until such time that these product candidates have advanced through clinical development and regulatory approval, if ever. We expect that any revenue we generate, if at all, will fluctuate from year-to-year as a result of the timing and amount of payments relating to such services and milestones and the extent to which any of our products are approved and successfully commercialized. Our ability to generate future revenues will also depend on our ability to complete preclinical and clinical development of product candidates or obtain regulatory approval for them.
Research and development services revenue
As described above, Nualtis recognizes revenue from the development and manufacturing of novel oral thin film products for the pharmaceutical market.
Operating Expenses
Research and Development Expenses
Research and development expenses consist primarily of costs incurred for our research activities, including our discovery efforts and the development of our product candidates, which include:
Research and development costs, including costs reimbursed under the Otsuka Agreement, are expensed as incurred, with reimbursements of such amounts being recognized as revenue. We account for non-refundable advance payments for goods and services that will be used in future research and development activities as expenses when the service has been performed or when the goods have been received.
Our direct research and development expenses are tracked on a program-by-program basis for our product candidates and consist primarily of external costs, such as fees paid to outside consultants, CROs, contract manufacturing organizations (“CMOs”) and research laboratories in connection with our preclinical development, process development, manufacturing and clinical development activities. Our direct research and development expenses by program also include fees incurred under third-party license agreements.
Certain internal research and development expenses consisting of employee and contractor-related costs are not allocated to specific product candidate programs because these costs are deployed across multiple product candidate programs under research and development expense.
Research and development activities are central to our business model. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. We expect that our research and development expenses will continue to increase for the foreseeable future in connection with our planned preclinical and clinical development activities in the near term and in the future.
The successful development of our product candidates is highly uncertain. As such, at this time, we cannot reasonably estimate or know the nature, timing and estimated costs of the efforts that will be necessary to complete the remainder of the development of these product
59
candidates. We are also unable to predict when, if ever, material net cash inflows will commence from our product candidates. This is due to the numerous risks and uncertainties associated with developing products, including the uncertainty of whether (i) any clinical trials will be conducted or progress as planned or completed on schedule, if at all, (ii) we obtain regulatory approval for our product candidates and (iii) we successfully commercialize product candidates.
General and administrative expenses
General and administrative expenses consist primarily of employee-related expenses, including salaries, related benefits and stock-based compensation, for personnel in our executive, finance, corporate and business development and administrative functions, professional fees for legal, patent, accounting, auditing, tax and consulting services, travel expenses, facility-related expenses, and information technology-related expenses.
Other expense, net
Interest income
Interest income consists of interest earned on cash balances held in interest-bearing accounts. We expect that our interest income will fluctuate based on the timing and ability to raise additional funds as well as the amount of expenditures for the research and development of our product candidates and ongoing business operations.
Interest expense
Interest expense consists primarily of interest expense incurred in connection with our 2022 Term Loan Facility (as defined below), which was terminated in May 2025.
Benefit from research and development tax credit
Benefit from research and development tax credit consists of tax credits received in Australia under the Research and Development Tax Incentive (“RDTI”) program and research and development tax credits received in Canada following our acquisition of Nualtis. Qualifying expenditures include employment costs for research staff, consumables, and relevant, permitted CRO costs incurred as part of research projects.
Change in fair value of assets and liabilities, net:
The Company carries various assets and liabilities at fair value and subsequent remeasurements are recorded as a Change in fair value of assets and liabilities, net as a component of Other income (expense), net. Assets held at fair value include securities held at fair value, investments held at fair value, and convertible notes receivable. Liabilities held at fair value include contingent considerations, convertible promissory notes, derivative liability, and Pre-funded warrant liability.
Change in fair value of securities carried at fair value
Change in fair value of securities consists of changes in fair value of our available for sale securities for which we have elected the fair value option.
Change in fair value of short-term notes receivable - related party, net
Change in fair value of short-term notes receivable - related party consists of subsequent remeasurements of our convertible notes receivable with IntelGenx, for which we elected the fair value option, prior to the completion of our acquisition of Nualtis in October 2024.
Change in fair value of short-term convertible notes receivable - related party
Change in fair value of short-term convertible notes receivable - related party consists of subsequent remeasurements of our convertible notes receivable with IntelGenx, for which we elected the fair value option, prior to the completion of our acquisition of Nualtis in October 2024.
Change in fair value of other investments held at fair value
Change in fair value of other investment held at fair value consists of subsequent remeasurements of our investments held at fair value, including COMPASS Pathways plc (“COMPASS”) and IntelGenx prior to the completion of our acquisition of Nualtis in October 2024, for which we have elected the fair value option, as well as additional contingent warrants held with Beckley Psytech.
Change in fair value of short-term convertible promissory notes and derivative liability
Change in fair value of short-term convertible promissory notes and derivative liability consists of subsequent remeasurements of certain convertible notes issued in 2020.
Change in fair value of short-term convertible promissory notes and derivative liability - related party
Change in fair value of short-term convertible promissory notes and derivative liability consists of subsequent remeasurements of certain convertible notes issued in 2020 to a related party.
60
Change in fair value of contingent consideration liability - related party
Change in fair value of contingent consideration liability - related party consists of subsequent remeasurements of our contingent consideration liability related to our acquisition of Perception Neuroscience Holdings, Inc. (“Perception”) for which we record at fair value.
Change in fair value of contingent consideration liabilities
Change in fair value of contingent consideration liabilities consists of subsequent remeasurements of our contingent consideration liabilities related to our acquisitions of DemeRx IB, Inc. (“DemeRx IB”) and TryptageniX, Inc. (“TryptageniX”) for which we record at fair value.
Change in fair value of pre-funded warrant liabilities
Change in fair value of pre-funded warrant liabilities consists of subsequent remeasurements of our pre-funded warrants pursuant to the June 2025 PIPE Financing (defined below) for which we record at fair value.
Gain on other investments
Gain on other investments consists of a gain recognized on our additional investment in Beckley Psytech upon the issuance of deferred shares pursuant to the Escrow Agreement.
Change in fair value of digital assets, net
Change in fair value of digital assets, net consists of the subsequent remeasurement of our Bitcoin holding, as Bitcoin is measured at fair value based on quoted prices on active exchanges pursuant to ASC 350-60.
Loss on extinguishment of debt
Loss on extinguishment of debt represents the difference between the net carrying amount and the redemption amount related to our early repayment of all outstanding obligations under our 2022 Term Loan Facility pursuant to ASC 405-20.
Foreign exchange gain (loss), net
Foreign exchange gain (loss), net consists of the impact of changes in foreign currency exchange rates on our foreign exchange denominated assets and liabilities, relative to the U.S. dollar. The impact of foreign currency exchange rates on our results of operations fluctuates period over period based on our foreign currency exposures resulting from changes in applicable exchange rates associated with our foreign denominated assets and liabilities.
Other expense, net
Other expense, net consists principally of the changes in the carrying values of our assets and liabilities, issuance costs allocated to warrant liabilities and net gains (losses) recognized on the sale of certain of our assets.
Provision for income taxes
For our consolidated entities, deferred income taxes are provided for the effects of temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and the amounts recognized for income tax purposes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
We regularly assess the need to record a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Accordingly, we maintain a full valuation allowance against net deferred tax assets for all entities as of June 30, 2025. In assessing the realizability on deferred tax assets, we consider whether it is more-likely-than-not that some or all of deferred tax assets will not be realized. The future realization of deferred tax assets is subject to the existence of sufficient taxable income of the appropriate character (e.g., ordinary income or capital gain) as provided under the carryforward provisions of local tax law.
We consider the scheduled reversal of deferred tax liabilities (including the effect in available carryback and carryforward periods), future projected taxable income, including the character and jurisdiction of such income, and tax-planning strategies in making this assessment.
Unrecognized tax benefits arise when the estimated benefit recorded in the financial statements differs from the amounts taken or expected to be taken in a tax return because of the considerations described above. As of June 30, 2025, we had no additional unrecognized tax benefits.
Losses from Investments in Equity Method Investees, Net of Tax
Losses from investments in equity method investees, net of tax consists of our share of equity method investees losses on the basis of our equity ownership percentage.
61
Net Loss Attributable to Noncontrolling Interests
Net loss attributable to noncontrolling interests consists of the portion of net loss that is allocated to the noncontrolling interests of certain consolidated variable interest entities (“VIEs”). Net losses in consolidated VIEs are attributed to noncontrolling interests considering the liquidation preferences of the different classes of equity held by the shareholders in the VIE and their respective interests in the net assets of the consolidated VIE in the event of liquidation, and their pro rata ownership. Changes in the amount of net loss attributable to noncontrolling interests are directly impacted by changes in the net loss of our VIEs and our ownership percentage changes.
Results of Operations
Comparison of the Three Months Ended June 30, 2025 and 2024 (unaudited)
|
|
For the three months ended June 30, |
|
|
|
|
|
|
|
|||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
||||
|
|
(in thousands, except percentages) |
|
|||||||||||||
License revenue |
|
$ |
— |
|
|
$ |
273 |
|
|
$ |
(273 |
) |
|
|
(100 |
%) |
Research and development services revenue |
|
|
719 |
|
|
|
— |
|
|
|
719 |
|
|
|
100 |
% |
Total revenue |
|
$ |
719 |
|
|
$ |
273 |
|
|
$ |
446 |
|
|
|
163 |
% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
11,092 |
|
|
|
12,605 |
|
|
|
(1,513 |
) |
|
|
(12 |
%) |
General and administrative |
|
|
14,900 |
|
|
|
13,397 |
|
|
|
1,503 |
|
|
|
11 |
% |
Total operating expenses |
|
|
25,992 |
|
|
|
26,002 |
|
|
|
(10 |
) |
|
|
(0 |
%) |
Loss from operations |
|
|
(25,273 |
) |
|
|
(25,729 |
) |
|
|
456 |
|
|
|
(2 |
%) |
Other expense, net: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
248 |
|
|
|
118 |
|
|
|
130 |
|
|
|
110 |
% |
Interest expense |
|
|
(264 |
) |
|
|
(702 |
) |
|
|
438 |
|
|
|
(62 |
%) |
Benefit from research and development tax credit |
|
|
28 |
|
|
|
381 |
|
|
|
(353 |
) |
|
|
(93 |
%) |
Change in fair value of assets and liabilities, net |
|
|
(7,005 |
) |
|
|
(30,600 |
) |
|
|
23,595 |
|
|
|
(77 |
%) |
Gain on other investments |
|
|
3,794 |
|
|
|
— |
|
|
|
3,794 |
|
|
|
100 |
% |
Change in fair value of digital assets, net |
|
|
1,428 |
|
|
|
— |
|
|
|
1,428 |
|
|
|
100 |
% |
Loss on extinguishment of debt |
|
|
(1,317 |
) |
|
|
— |
|
|
|
(1,317 |
) |
|
|
100 |
% |
Foreign exchange gain, net |
|
|
1,460 |
|
|
|
122 |
|
|
|
1,338 |
|
|
|
1097 |
% |
Other expense, net |
|
|
(752 |
) |
|
|
(667 |
) |
|
|
(85 |
) |
|
|
13 |
% |
Total other expense, net |
|
|
(2,380 |
) |
|
|
(31,348 |
) |
|
|
28,968 |
|
|
|
(92 |
%) |
Net loss before income taxes |
|
|
(27,653 |
) |
|
|
(57,077 |
) |
|
|
29,424 |
|
|
|
(52 |
%) |
Provision for income taxes |
|
|
(93 |
) |
|
|
(19 |
) |
|
|
(74 |
) |
|
|
389 |
% |
Losses from investments in equity method investees, net of tax |
|
|
— |
|
|
|
(273 |
) |
|
|
273 |
|
|
|
(100 |
%) |
Net loss |
|
$ |
(27,746 |
) |
|
$ |
(57,369 |
) |
|
$ |
29,623 |
|
|
|
(52 |
%) |
Net loss attributable to noncontrolling interests |
|
|
(17 |
) |
|
|
(57 |
) |
|
|
40 |
|
|
|
(70 |
%) |
Net loss attributable to ATAI Life Sciences N.V. stockholders |
|
$ |
(27,729 |
) |
|
$ |
(57,312 |
) |
|
$ |
29,583 |
|
|
|
(52 |
%) |
License Revenue
We did not recognize any license revenue for the three months ended June 30, 2025. We recognized $0.3 million in license revenue for the three months ended June 30, 2024 related to the Otsuka Agreement.
Research and Development Services Revenue
We recognized $0.7 million in research and development services revenue for the three months ended June 30, 2025 related to certain research and development services performed by Nualtis for its customers. We did not recognize any research and development services revenue for the three months ended June 30, 2024.
62
Research and Development Expenses
The table and discussion below present research and development expenses for the three months ended June 30, 2025 and 2024:
|
|
For the three months ended June 30, |
|
|
|
|
|
|
|
|||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
||||
|
|
(in thousands, except percentages) |
|
|||||||||||||
Direct research and development expenses by program: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Core Psychedelic Programs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
VLS-01 |
|
$ |
3,471 |
|
|
$ |
2,809 |
|
|
$ |
662 |
|
|
|
24 |
% |
EMP-01 |
|
|
1,783 |
|
|
|
207 |
|
|
|
1,576 |
|
|
|
761 |
% |
Discovery (Non-Hallucinogenic) |
|
|
395 |
|
|
|
330 |
|
|
|
65 |
|
|
|
20 |
% |
Non-Psychedelic Program |
|
|
|
|
|
|
|
|
|
|
|
|
||||
RL-007 |
|
|
2,196 |
|
|
|
2,350 |
|
|
|
(154 |
) |
|
|
(7 |
%) |
Other Programs |
|
|
339 |
|
|
|
1,525 |
|
|
|
(1,186 |
) |
|
|
(78 |
%) |
Enabling Technologies and Drug Discovery Platforms |
|
|
1 |
|
|
|
72 |
|
|
|
(71 |
) |
|
|
(99 |
%) |
Unallocated research and development expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Personnel expenses |
|
|
2,543 |
|
|
|
5,132 |
|
|
|
(2,589 |
) |
|
|
(50 |
%) |
Professional and consulting services |
|
|
94 |
|
|
|
91 |
|
|
|
3 |
|
|
|
3 |
% |
Other |
|
|
210 |
|
|
|
90 |
|
|
|
120 |
|
|
|
133 |
% |
Depreciation |
|
|
60 |
|
|
|
— |
|
|
|
60 |
|
|
|
100 |
% |
Total research and development expenses |
|
$ |
11,092 |
|
|
$ |
12,605 |
|
|
$ |
(1,513 |
) |
|
|
(12 |
%) |
Research and development expenses were $11.1 million for the three months ended June 30, 2025, compared to $12.6 million for the three months ended June 30, 2024. The decrease of $1.5 million was primarily attributable to a $2.6 million decrease in personnel expenses (inclusive of a $1.8 million decrease in stock based compensation) and a $0.1 million decrease in costs related to our enabling technologies and drug discovery platform, as discussed below. The decrease was partially offset by a $1.0 million increase in direct costs for our Core Psychedelic Programs, Non-Psychedelic Programs, and Other Programs as discussed below, a $0.1 million increase in other expenses, and a $0.1 million increase in depreciation expense.
Core Psychedelic Programs
VLS-01: DMT for TRD
The $0.7 million net increase in direct costs was primarily due to a $1.1 million increase of clinical development costs related to our Elumina trial, the randomized, double-blind, placebo-controlled Phase 2 clinical trial of VLS-01, as compared to costs incurred during the three months ended June 30, 2024 primarily for our Phase 1b trial of VLS-01 designed to evaluate the efficacy, safety, tolerability, PK and PD of VLS-01 delivered using our proprietary buccal film formulation, as well as $0.6 million of increased manufacturing costs. These increases were partially offset by a $1.0 million decrease in preclinical development costs that were incurred to support our now ongoing Elumina trial.
EMP-01: R-MDMA for SAD
The $1.6 million increase in direct costs for our EMP-01 program was primarily due to a $1.4 million net increase in clinical development costs relating to our exploratory, randomized, double-blind, placebo-controlled Phase 2 study in the United Kingdom to assess the safety, tolerability and efficacy of EMP-01, as well as $0.2 million of increased manufacturing costs.
Discovery (Non-Hallucinogenic)
The $0.1 million increase in discovery costs was primarily due to a $0.1 million increase of preclinical development costs related to our novel 5-HT2A receptor agonists.
Non-psychedelic Program
RL-007: Pro-Cognitive Neuromodulator for Cognitive Impairment Associated with Schizophrenia
The $0.2 million decrease in direct costs for our RL-007 program was primarily due to a decrease of $0.2 million of clinical development costs relating to our Phase 2b clinical trial for RL-007 in CIAS. This decrease was partially offset by a $0.1 million increase in manufacturing costs.
Other Programs
The $1.2 million decrease in our other programs primarily relates to a $1.4 million decrease in IBX-210 costs, a $0.1 million decrease in PCN-101 costs, and a $0.1 million decrease in EGX-121 costs. These costs were partially offset by a $0.4 million increase in Nualtis costs.
63
Enabling Technologies and Drug Discovery Platforms
The $0.1 million decrease in our enabling technologies and drug discovery platforms primarily relates to the wind-down costs of our Invyxis, TryptageniX, InnarisBio, and Psyber programs.
General and Administrative Expenses
General and administrative expenses were $14.9 million for the three months ended June 30, 2025 compared to $13.4 million for the three months ended June 30, 2024. The $1.5 million increase was largely attributable to a $4.3 million increase in legal and professional service expenses in connection with the proposed Beckley Psytech strategic combination and our pending Redomiciliation and a $0.1 million increase in depreciation expense. This increase was partially offset by a $2.7 million decrease in personnel costs (inclusive of a $1.9 million decrease in stock-based compensation and a $0.1 million decrease in restructuring costs) and a $0.2 million decrease in insurance costs.
Other expense, net
Interest income
Interest income for the three months ended June 30, 2025 and 2024 primarily consisted of interest earned on our cash balances during these periods. We recognized interest income of $0.2 million and $0.1 million for the three months ended June 30, 2025 and 2024, respectively.
Interest expense
Interest expense for three months ended June 30, 2025 and 2024 primarily consisted of interest expense incurred in connection with our 2022 Term Loan Facility. Interest expense decreased $0.4 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 as the 2022 Term Loan Facility was extinguished in May 2025.
Benefit from research and development tax credit
We recognized a research and development tax credit from the Canadian Tax Authorities as an immaterial benefit for the three months ended June 30, 2025. We recognized a research and development tax credit from the Australian Tax Authorities as a benefit of $0.4 million for the three months ended June 30, 2024.
Change in fair value of assets and liabilities, net:
Change in Fair Value of Securities carried at Fair Value
Changes in fair value of securities consists of changes in the fair value of our available for sale securities for which we have elected the fair value option. During the three months ended June 30, 2025 and 2024 we recognized a gain of $0.6 million and $1.1 million, respectively, relating to the change in fair value of securities.
Change in fair value of short-term notes receivable - related party, net
Changes in fair value of short-term notes receivable - related party, net, including interest, consists of subsequent remeasurement of our short-term notes receivable with IntelGenx, prior to the completion of our acquisition, for which we have elected the fair value option. During the three months ended June 30, 2025 and 2024 we recognized no change in fair value and a $0.5 million loss, respectively, related to the change in the fair value. See Note 7 in the Notes to unaudited Condensed Consolidated Financial Statements in Part I, Item 1 for further information.
Change in fair value of short-term convertible notes receivable - related party
Changes in fair value of convertible notes receivable - related party, including interest, consists of subsequent remeasurement of our convertible notes receivable with IntelGenx, prior to the completion of our acquisition, for which we have elected the fair value option. During the three months ended June 30, 2025 and 2024 we recognized no change in fair value and a $6.9 million gain related to the change in fair value. See Note 7 in the Notes to unaudited Condensed Consolidated Financial Statements in Part I, Item 1 for further information.
Change in fair value of other investments held at fair value
Changes in fair value of other investments held at fair value consists of subsequent remeasurement of our investments held at fair value, including our American Depository Shares (“ADS”) holdings in COMPASS, IntelGenx related investments, prior to the completion of our acquisition, and additional contingent warrants issued by Beckley Psytech. During the three months ended June 30, 2025, we recognized a $0.9 million gain related to our ADS holdings in COMPASS Pathways plc and a $3.3 million loss related to additional contingent warrants issued by Beckley Psytech Limited. For the three months ended June 30, 2024, we recognized a $21.8 million loss related to our holding in COMPASS Pathways plc, a $8.0 million loss related to our investments in IntelGenx Technologies Corp, and a $0.7 million gain related to our investment in Beckley Psytech Limited.
Change in fair value of short-term convertible promissory notes
In December 2023, certain 2020 convertible noteholders exchanged the 2020 convertible notes issued by ATAI Life Sciences AG for notes issued by ATAI NV, which are convertible into ATAI NV common shares. We determined that this was a modification to the convertible
64
note and record the fair value of the conversion option quarterly. For the three months ended June 30, 2025 and 2024, we recognized a $1.9 million loss and a $2.3 million gain, respectively, due to a change in the fair value of the conversion option of the notes issued by ATAI Life Sciences NV.
Change in fair value of short-term convertible promissory notes - related party
In April 2024, certain related party 2020 convertible noteholders exchanged the 2020 convertible notes issued by ATAI Life Sciences AG for notes issued by ATAI NV, which are convertible into ATAI NV common shares. We determined that this was a modification to the convertible note and record the fair value of the conversion option quarterly. For the three months ended June 30, 2025 and 2024, we recognized a $1.2 million loss and a $2.5 million gain, respectively, due to a change in the fair value of the conversion option of the notes issued by ATAI NV.
Change in fair value of contingent consideration liability—related parties
The milestone and royalty payments in relation to the acquisition of Perception were recorded at the acquisition date, and are subsequently remeasured to fair value. For the three months ended June 30, 2025 and 2024 we recognized an immaterial change in fair value related to the Perception contingent consideration.
Change in fair value of contingent consideration liability
In October 2023, we acquired shares of the noncontrolling interest of DemeRx IB making DemeRx IB a wholly owned subsidiary. An earn-out of up to $8.0 million was part of the consideration and was recognized at fair value at the transaction date and subsequently remeasured at fair value. For the three months ended June 30, 2025 and 2024 we recognized an immaterial change in fair value related to the DemeRx IB contingent consideration.
In December 2023, we disposed of our equity interest in TryptageniX, but retained the contingent consideration liability, which is subsequently remeasured to fair value. For the three months ended June 30, 2025 and 2024, we recognized no change in fair value related to the TryptageniX contingent consideration.
Change in fair value of pre-funded warrant liabilities
Change in fair value of pre-funded warrant liabilities consists of subsequent remeasurements of our pre-funded warrants issued pursuant to the June 2025 PIPE Financing, which we record at fair value. For the three months ended June 30, 2025 we recognized a $2.2 million loss related to the increase in fair value of the warrants issued. We did not recognize any change in fair value for the three months ended June 30, 2024.
Gain on other investments
Gain on other investments for the three months ended June 30, 2025 consists of a $3.8 million gain related to our investment in Beckley Psytech which was recognized upon the issuance of the deferred shares pursuant to the Escrow Agreement. There was no gain on other investments for the three months ended June 30, 2024.
Change in fair value of digital assets, net
Change in fair value of digital assets, net consists of the subsequent remeasurement of our Bitcoin holding, as Bitcoin is measured at fair value based on quoted prices on active exchanges pursuant to ASC 350-60. For the three months ended June 30, 2025, we recognized a $1.4 million gain related to the change in fair value. We did not recognize any change in fair value for the three months ended June 30, 2024.
Loss on extinguishment of debt
Loss on extinguishment of debt for the three months ended June 30, 2025 was $1.3 million, which is related to our early repayment of all outstanding obligations under the 2022 Term Loan Facility in May 2025. We did not recognize any loss on extinguishment of debt for the three months ended June 30, 2024.
Foreign exchange loss, net
We recorded a gain of $1.5 million related to foreign currency exchange rates for the three months ended June 30, 2025 and a gain of $0.1 million related to foreign currency exchange rates for the three months ended June 30, 2024. This was due to the impact of fluctuations in the foreign currency exchange rate between the Euro, Canadian Dollar, and Australian Dollar and the U.S. dollar on our foreign denominated balances.
Other expense, net
Other expense for the three months ended June 30, 2025 was $0.8 million, which is related to $0.7 million of issuance costs allocated to pre-funded warrant liabilities issued pursuant to the June 2025 PIPE Financing and $0.1 million from the disposal of certain fixed assets. Other expense for three months ended June 30, 2024 was $0.7 million, which is related to our initial recognition of the IntelGenx subsequent debtor-in-possession loan commitment.
65
Provision for income taxes
We incurred $0.1 million and an immaterial amount of current income tax expense for the three months ended June 30, 2025 and 2024, respectively. Our current income tax expense relates to tax expense of subsidiaries in the United States, Germany, Canada and the United Kingdom.
Losses from Investments in Equity Method Investees
We did not recognize any losses from investment in equity method investees for the three months ended June 30, 2025. We recognized $0.3 million of losses from investment in equity method investees for the three months ended June 30, 2024. Losses from investment in equity method investees represents our share of equity method investee losses on the basis of our equity ownership percentages or based on our proportionate share of the respective class of securities in our other investments in the event that the carrying amount of our equity method investments was zero.
Comparison of the Six Months Ended June 30, 2025 and 2024 (unaudited)
|
|
For the six months ended June 30, |
|
|
|
|
|
|
|
|||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
||||
|
|
(in thousands, except percentages) |
|
|||||||||||||
License revenue |
|
$ |
202 |
|
|
$ |
273 |
|
|
$ |
(71 |
) |
|
|
(26 |
%) |
Research and development services revenue |
|
|
2,072 |
|
|
|
— |
|
|
|
2,072 |
|
|
|
100 |
% |
Total revenue |
|
$ |
2,274 |
|
|
$ |
273 |
|
|
$ |
2,001 |
|
|
|
733 |
% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
22,420 |
|
|
|
24,136 |
|
|
|
(1,716 |
) |
|
|
(7 |
%) |
General and administrative |
|
|
25,497 |
|
|
|
25,952 |
|
|
|
(455 |
) |
|
|
(2 |
%) |
Total operating expenses |
|
|
47,917 |
|
|
|
50,088 |
|
|
|
(2,171 |
) |
|
|
(4 |
%) |
Loss from operations |
|
|
(45,643 |
) |
|
|
(49,815 |
) |
|
|
4,172 |
|
|
|
(8 |
%) |
Other expense, net: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
434 |
|
|
|
425 |
|
|
|
9 |
|
|
|
2 |
% |
Interest expense |
|
|
(1,164 |
) |
|
|
(1,388 |
) |
|
|
224 |
|
|
|
(16 |
%) |
Benefit from research and development tax credit |
|
|
56 |
|
|
|
586 |
|
|
|
(530 |
) |
|
|
(90 |
%) |
Change in fair value of assets and liabilities, net |
|
|
(12,502 |
) |
|
|
(31,800 |
) |
|
|
19,298 |
|
|
|
(61 |
%) |
Gain on other investments |
|
|
3,794 |
|
|
|
— |
|
|
|
3,794 |
|
|
|
100 |
% |
Change in fair value of digital assets, net |
|
|
1,216 |
|
|
|
— |
|
|
|
1,216 |
|
|
|
100 |
% |
Loss on extinguishment of debt |
|
|
(1,317 |
) |
|
|
— |
|
|
|
(1,317 |
) |
|
|
100 |
% |
Foreign exchange gain (loss), net |
|
|
1,916 |
|
|
|
(94 |
) |
|
|
2,010 |
|
|
|
(2138 |
%) |
Other expense, net |
|
|
(752 |
) |
|
|
(672 |
) |
|
|
(80 |
) |
|
|
12 |
% |
Total other expense, net |
|
|
(8,319 |
) |
|
|
(32,943 |
) |
|
|
24,624 |
|
|
|
(75 |
%) |
Net loss before income taxes |
|
|
(53,962 |
) |
|
|
(82,758 |
) |
|
|
28,796 |
|
|
|
(35 |
%) |
Provision for income taxes |
|
|
(249 |
) |
|
|
(15 |
) |
|
|
(234 |
) |
|
|
1560 |
% |
Losses from investments in equity method investees, net of tax |
|
|
— |
|
|
|
(1,974 |
) |
|
|
1,974 |
|
|
|
(100 |
%) |
Net loss |
|
$ |
(54,211 |
) |
|
$ |
(84,747 |
) |
|
$ |
30,536 |
|
|
|
(36 |
%) |
Net loss attributable to noncontrolling interests |
|
|
(51 |
) |
|
|
(722 |
) |
|
|
671 |
|
|
|
(93 |
%) |
Net loss attributable to ATAI Life Sciences N.V. stockholders |
|
$ |
(54,160 |
) |
|
$ |
(84,025 |
) |
|
$ |
29,865 |
|
|
|
(36 |
%) |
License Revenue
We recognized $0.2 million and $0.3 million in license revenue for the six months ended June 30, 2025 and 2024, respectively. The revenue recognized for the six months ended June 30, 2025 is related to Nualtis's license agreements with its customers. The revenue recognized for the six months ended June 30, 2024 is related to our license agreement with Otsuka.
Research and Development Services Revenue
We recognized $2.1 million in research and development services revenue for the six months ended June 30, 2025 related to certain research and development services performed by Nualtis for its customers. We did not recognize any research and development services revenue for the six months ended June 30, 2024.
66
Research and Development Expenses
The table and discussion below present research and development expenses for the six months ended June 30, 2025 and 2024:
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For the six months ended June 30, |
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|||||||
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2025 |
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2024 |
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$ Change |
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% Change |
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||||
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(in thousands, except percentages) |
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Direct research and development expenses by program: |
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Core Psychedelic Programs |
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|
|
|
|
|
|
|
|
|
|
|
||||
VLS-01 |
|
$ |
5,812 |
|
|
$ |
4,872 |
|
|
$ |
940 |
|
|
|
19 |
% |
EMP-01 |
|
|
2,137 |
|
|
|
267 |
|
|
|
1,869 |
|
|
|
699 |
% |
Discovery (Non-Hallucinogenic) |
|
|
765 |
|
|
|
853 |
|
|
|
(88 |
) |
|
|
(10 |
%) |
Non-Psychedelic Program |
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|
|
|
|
|
|
|
|
|
|
|
||||
RL-007 |
|
|
4,242 |
|
|
|
4,205 |
|
|
|
37 |
|
|
|
1 |
% |
Other Programs |
|
|
1,477 |
|
|
|
2,743 |
|
|
|
(1,266 |
) |
|
|
(46 |
%) |
Enabling Technologies and Drug Discovery Platforms |
|
|
49 |
|
|
|
138 |
|
|
|
(88 |
) |
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|
(64 |
%) |
Unallocated research and development expenses: |
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|
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|
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|
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||||
Personnel expenses |
|
|
6,404 |
|
|
|
10,192 |
|
|
|
(3,788 |
) |
|
|
(37 |
%) |
Professional and consulting services |
|
|
216 |
|
|
|
672 |
|
|
|
(456 |
) |
|
|
(68 |
%) |
Other |
|
|
1,199 |
|
|
|
193 |
|
|
|
1,006 |
|
|
|
521 |
% |
Depreciation |
|
|
119 |
|
|
|
— |
|
|
|
119 |
|
|
|
100 |
% |
Total research and development expenses |
|
$ |
22,420 |
|
|
$ |
24,136 |
|
|
$ |
(1,716 |
) |
|
|
(7 |
%) |
Research and development expenses were $22.4 million for the six months ended June 30, 2025, compared to $24.1 million for the six months ended June 30, 2024. The decrease of $1.7 million was primarily attributable to a $3.8 million decrease in personnel expenses (inclusive of a $3.0 million decrease in stock based compensation and $0.1 million increase in restructuring costs), a $0.5 million decrease in professional services costs, and a $0.1 million decrease in costs related to our enabling technologies and drug discovery platform as discussed below. The decrease was partially offset by a $1.5 million increase in direct costs for our Core Psychedelic Programs, Non-Psychedelic Programs, and Other Programs as discussed below, a $1.0 million increase in other expenses (inclusive of $0.8 million related to the Psilera agreement), and a $0.1 million increase in depreciation expense.
Core Psychedelic Programs
VLS-01: DMT for TRD
The $0.9 million net increase in direct costs was primarily due to a $2.3 million increase of clinical development costs related to our Elumina trial, the randomized, double-blind, placebo-controlled Phase 2 clinical trial of VLS-01, as compared to costs incurred during the six months ended June 30, 2024 primarily for our Phase 1b trial of VLS-01 designed to evaluate the efficacy, safety, tolerability, PK and PD of VLS-01 delivered using our proprietary buccal formulation, as well as $0.7 million of increased manufacturing costs. These increases were partially offset by a $2.1 million decrease in preclinical development costs that were incurred to support our now ongoing Elumina trial.
EMP-01: R-MDMA for SAD
The $1.9 million increase in direct costs for our EMP-01 program was primarily due to a $1.7 million net increase in clinical development costs relating to our exploratory, randomized, double-blind, placebo-controlled Phase 2 study in the United Kingdom to assess the safety, tolerability and efficacy of EMP-01, as well as $0.2 million of increased manufacturing costs.
Discovery (Non-Hallucinogenic)
The $0.1 million decrease in discovery costs was primarily due to a $0.1 million decrease of preclinical development costs related to our novel 5-HT2A receptor agonists.
Non-psychedelic Program
RL-007: Pro-Cognitive Neuromodulator for Cognitive Impairment Associated with Schizophrenia
The direct costs for RL-007 remained consistent year-over-year. The costs incurred for the six months ended June 30, 2025 included $3.9 million of clinical development costs relating to our Phase 2b clinical trial for RL-007 in CIAS and $0.3 million in manufacturing costs.
Other Programs
The $1.3 million decrease in our other programs primarily relates to a $1.4 million decrease IBX-210 costs, a $0.4 million decrease in PCN-101 costs, and a $0.4 million decrease in EGX-121 costs. These costs were partially offset by a $0.9 million increase in Nualtis costs.
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Enabling Technologies and Drug Discovery Platforms
The $0.1 million decrease in our enabling technologies and drug discovery platforms primarily relates to the wind-down costs of our Invyxis, TryptageniX, InnarisBio, and Psyber programs.
General and Administrative Expenses
General and administrative expenses were $25.5 million for the six months ended June 30, 2025, compared to $26.0 million for the six months ended June 30, 2024. The $0.5 million decrease was largely attributable to a $4.0 million decrease in personnel costs (inclusive of $3.1 million decrease in stock-based compensation and a $0.7 million decrease in restructuring costs) and a $0.8 million decrease in insurance costs. This decrease was partially offset by $4.1 million increase in legal and professional service expenses primarily in connection with the proposed Beckley Psytech strategic combination and our pending Redomiciliation and $0.2 million of depreciation expense.
Other expense, net
Interest income
Interest income for the six months ended June 30, 2025 and 2024 primarily consisted of interest earned on our cash balances during these periods. We recognized interest income of $0.4 million and $0.4 million for the six months ended June 30, 2025 and 2024, respectively.
Interest expense
Interest expense for six months ended June 30, 2025 and 2024 primarily consisted of interest expense incurred in connection with our 2022 Term Loan Facility. Interest expense decreased $0.2 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 as the 2022 Term Loan Facility was extinguished in May 2025.
.
Benefit from research and development tax credit
We recognized a research and development tax credit from the Canadian Tax Authorities of $0.1 million for the six months ended June 30, 2025. We recognized a research and development tax credit from the Australian Tax Authorities as a benefit of $0.6 million for the six months ended June 30, 2024.
Change in fair value of assets and liabilities, net:
Change in Fair Value of Securities carried at Fair Value
Changes in fair value of securities consists of changes in the fair value of our available for sale securities for which we have elected the fair value option. During the six months ended June 30, 2025 and 2024 we recognized a gain of $1.1 million and $2.3 million, respectively, relating to the change in fair value of securities.
Change in fair value of short-term notes receivable - related party, net
Changes in fair value of short-term notes receivable - related party, net, including interest, consists of subsequent remeasurement of our short-term notes receivable with IntelGenx, prior to the completion of our acquisition, for which we have elected the fair value option. During the six months ended June 30, 2025 and 2024 we recognized no change in fair value and a $0.5 million loss, respectively, related to the change in the fair value. See Note 7 in the Notes to unaudited Condensed Consolidated Financial Statements in Part I, Item 1 for further information.
Change in fair value of short-term convertible notes receivable - related party
Changes in fair value of convertible notes receivable - related party, including interest, consists of subsequent remeasurement of our convertible notes receivable with IntelGenx, prior to the completion of our acquisition, for which we have elected the fair value option. During the six months ended June 30, 2025 and 2024 we recognized no change in fair value and a $5.2 million loss, respectively, related to the change in the fair value. See Note 7 in the Notes to unaudited Condensed Consolidated Financial Statements in Part I, Item 1 for further information.
Change in fair value of other investments held at fair value
Changes in fair value of other investments held at fair value consists of subsequent remeasurement of our investments held at fair value, including our ADS holdings in COMPASS, IntelGenx related investments, prior to the completion of our acquisition, and additional contingent warrants issued by Beckley Psytech. During the six months ended June 30, 2025, we recognized a $5.4 million loss related to our ADS holdings in COMPASS Pathways plc and a $2.8 million loss related to additional contingent warrants issued by Beckley Psytech Limited. For the six months ended June 30, 2024, we recognized a $25.9 million loss related to our holding in COMPASS Pathways plc, a $6.5 million loss related to our investments in IntelGenx Technologies Corp, and a $0.8 million gain related to our investment in Beckley Psytech Limited.
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Change in fair value of short-term convertible promissory notes
In December 2023, certain 2020 convertible noteholders exchanged the 2020 convertible notes issued by ATAI Life Sciences AG for notes issued by ATAI NV, which are convertible into ATAI NV common shares. We determined that this was a modification to the convertible note and record the fair value of the conversion option quarterly. For the six months ended June 30, 2025 and 2024, we recognized a $1.9 million loss and a $0.6 million gain, respectively, due to a change in the fair value of the conversion option of the notes issued by ATAI Life Sciences NV.
Change in fair value of short-term convertible promissory notes - related party
In April 2024, certain related party 2020 convertible noteholders exchanged the 2020 convertible notes issued by ATAI Life Sciences AG for notes issued by ATAI NV, which are convertible into ATAI NV common shares. We determined that this was a modification to the convertible note and record the fair value of the conversion option quarterly. For the six months ended June 30, 2025 and 2024, we recognized a $1.2 million loss and a $2.5 million gain, respectively, due to a change in the fair value of the conversion option of the notes issued by ATAI Life Sciences NV.
Change in fair value of contingent consideration liability—related parties
The milestone and royalty payments in relation to the acquisition of Perception were recorded at the acquisition date, and are subsequently remeasured to fair value. For the six months ended June 30, 2025 and 2024 we recognized an immaterial change in fair value related to the Perception contingent consideration.
Change in fair value of contingent consideration liability
In October 2023, we acquired shares of the noncontrolling interest of DemeRx IB making DemeRx IB a wholly owned subsidiary. An earn-out of up to $8.0 million was part of the consideration and was recognized at fair value at the transaction date and subsequently remeasured at fair value. For the six months ended June 30, 2025 and 2024 we recognized no change in fair value and a $0.3 million loss, respectively, related to the DemeRx IB contingent consideration.
In December 2023, we disposed of our equity interest in TryptageniX, but retained the contingent consideration liability, which is subsequently remeasured to fair value. For the six months ended June 30, 2025 and 2024, we recognized no change in fair value and an immaterial change in fair value, respectively, related to the TryptageniX contingent consideration.
Change in fair value of pre-funded warrant liabilities
Change in fair value of pre-funded warrant liabilities consists of subsequent remeasurements of our pre-funded warrants issued pursuant to the June 2025 PIPE Financing, which we record at fair value. For the six months ended June 30, 2025 we recognized a $2.2 million loss related to the increase in fair value of the warrants issued. We did not recognize any change in fair value for the six months ended June 30, 2024.
Gain on other investments
Gain on other investments for the six months ended June 30, 2025 consists of a $3.8 million gain related to our investment in Beckley Psytech which was recognized upon the issuance of the deferred shares pursuant to the Escrow Agreement. There was no gain on other investments for the six months ended June 30, 2024
Change in fair value of digital assets, net
Change in fair value of digital assets, net consists of the subsequent remeasurement of our Bitcoin holding as Bitcoin is measured at fair value based on quoted prices on active exchanges pursuant to ASC 350-60. For the six months ended June 30, 2025, we recognized a $1.2 million gain related to the change in fair value. We did not recognize any change in fair value for the six months ended June 30, 2024.
Loss on extinguishment of debt
Loss on extinguishment of debt for the six months ended June 30, 2025 was $1.3 million, which is related to our early repayment of all outstanding obligations under the 2022 Term Loan Facility in May 2025. We did not recognize any loss on extinguishment of debt for the six months ended June 30, 2024.
Foreign exchange loss, net
We recorded a gain of $1.9 million related to foreign currency exchange rates for the six months ended June 30, 2025 and a loss of $0.1 million related to foreign currency exchange rates for the six months ended June 30, 2024. This was due to the impact of fluctuations in the foreign currency exchange rate between the Euro, Canadian Dollar, and Australian Dollar and the U.S. dollar on our foreign denominated balances.
Other expense, net
Other expense for the six months ended June 30, 2025 was $0.8 million, which is related to $0.7 million of issuance costs allocated to pre-funded warrant liabilities issued pursuant to the June 2025 PIPE Financing and $0.1 million from the disposal of certain fixed assets. Other
69
expense for the six months ended June 30, 2024 was $0.7 million, which is primarily related to our initial recognition of the IntelGenx subsequent debtor-in-possession loan commitment.
Provision for income taxes
We incurred $0.2 million and an immaterial amount of current income tax expense for the six months ended June 30, 2025 and 2024. Our current income tax expense relates to tax expense of subsidiaries in the United States, Germany, Canada, and the United Kingdom.
Losses from Investments in Equity Method Investees
We did not recognize any losses from investment in equity method investees for the six months ended June 30, 2025 . We recognized $2.0 million of losses from investment in equity method investees for the six months ended June 30, 2024. Losses from investment in equity method investees represents our share of equity method investee losses on the basis of our equity ownership percentages or based on our proportionate share of the respective class of securities in our other investments in the event that the carrying amount of our equity method investments was zero.
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Liquidity and Capital Resources
Overview
For the six months ended June 30, 2025 and 2024, we had net losses attributable to ATAI NV shareholders of $54.2 million and $84.0 million, respectively. As of June 30, 2025 and December 31, 2024, our accumulated deficit was $754.4 million and $700.2 million, respectively. We expect to continue to incur losses and operating cash outflows for the foreseeable future until we are able to commercialize any of our product candidates. Our primary sources of liquidity are our cash and cash equivalents, short-term securities, convertible promissory notes, investments, and sales of common shares, as further described below. We maintain cash balances with financial institutions in excess of insured limits.
Our primary requirements for liquidity and capital are clinical trial costs, manufacturing costs, nonclinical and other research and development costs, funding of strategic investments (including our proposed strategic combination with Beckley Psytech), public company compliance costs and general corporate needs. Because our product candidates are in various stages of clinical and pre-clinical development and the outcome of these efforts is uncertain, we cannot estimate the actual amounts necessary to successfully complete the development and commercialization of our product candidates or whether, or when, we may achieve profitability.
Our ability to generate product revenue sufficient to achieve profitability will depend substantially on the successful development and eventual commercialization of product candidates. We expect to continue to incur significant expenses and increasing operating losses for at least the next several years. Until such time, if ever, as we can generate substantial product revenues, we expect to finance our cash needs through a combination of equity or debt financings, collaboration arrangements, license agreements, other business development opportunities with third parties and government grants. The Company recognizes revenue from license and research and development arrangements through Nualtis.
Sources of Liquidity
Convertible Promissory Notes
In November 2018 and October 2020, we issued an aggregate principal amount of €1.0 million or $1.2 million (collectively, the “Convertible Notes”). The Convertible Notes are non-interest-bearing and have a maturity date of September 30, 2025, unless previously redeemed, converted, purchased or cancelled. Each note has a face value of €1 and is convertible into one ordinary share of ATAI Life Sciences AG (subsequently converted into ATAI Life Sciences GmbH in April 2025) upon the payment of €17.00. The noteholders have agreed that, subsequent to converting the notes into ATAI Life Sciences AG share, they will exchange the ATAI Life Sciences AG share for ATAI Life Science N.V. shares.
In December 2023 and April 2024, respectively, a noteholder and a related party noteholder each entered into an agreement with us to exchange their respective Convertible Notes for new convertible notes issued by ATAI Life Sciences N.V. Each new note has a face value of €1 and is convertible into 16 common shares of ATAI Life Sciences N.V. upon the payment of €17.00. Conversion rights may be exercised by a noteholder at any time prior to maturity.
As of June 30, 2025 the Convertible Notes had a principal balance of $0.5 million. If all convertible notes were converted, the Company would receive proceeds of €6.5 million ($7.7 million).
Investments
A significant potential source of non-dilutive funding resides in our investment in COMPASS's ADS, subject to market conditions. Based on quoted market prices, the market value of our ownership in COMPASS was $16.8 million as of June 30, 2025.
Digital Assets
A potential source of non-dilutive funding resides in our investment in digital assets, subject to market conditions. Based on quoted market prices, the market value of our ownership in Bitcoin was $6.2 million as of June 30, 2025.
ATM Agreement
In November 2022, we entered into an Open Market Sale Agreement (the “Sales Agreement”) with Jefferies LLC (“Jefferies”), pursuant to which we may issue and sell our common shares, having an aggregate offering price of up to $150.0 million, from time to time through an “at-the-market” equity offering program under which Jefferies will act as sales agent. Subject to the terms and conditions of the Sales Agreement, Jefferies could sell the common shares by any method deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. There have been no sales under the Sales Agreement during the six months ended June 30, 2025.
Underwritten Offering
In February 2025, we entered into an underwriting agreement (the “Underwriting Agreement”) with Berenberg Capital Markets LLC in connection with the issuance and sale by us in a public offering of 26,190,477 of our common shares, at a public offering price of $2.10 per share, less underwriting discounts and commissions. The common shares were offered pursuant to our registration statement on Form S-3
71
(File No. 333-265970) filed with the SEC on July 1, 2022 and declared effective on July 11, 2022 as well as a prospectus supplement filed with the SEC on February 13, 2025. Under the terms of the Underwriting Agreement, we granted to the Underwriter an option exercisable for 30 days to purchase up to an additional 3,928,571 common shares from us at the public offering price, less underwriting discounts and commissions. Pursuant to the Underwriting Agreement, the Underwriter exercised the option to purchase an additional 3,928,571 common shares.
The net proceeds from the offering of our common shares were approximately $59.1 million, after deducting the underwriting discounts and commissions and offering expenses payable by us.
PIPE Financing and Pre-Funded Warrant Subscription Agreements
On June 2, 2025, we entered into the subscription agreements, dated as of June 2, 2025 relating to the purchase (the “June 2025 PIPE Financing”) by the investors party thereto of (i) 9,993,341 common shares in the capital of the Company with a nominal value of €0.10 per share for a purchase price of $1.84 per share, and (ii) a pre-funded warrant to purchase 6,311,006 common shares with an exercise price of $0.01 (the “June 2025 Pre-Funded Warrant”), for a purchase price of $1.84 per ordinary share underlying the June 2025 Pre-Funded Warrant less the exercise price for the June 2025 Pre-Funded Warrant of $0.01 per share, resulting in aggregate gross proceeds to the Company from the June 2025 PIPE Financing of approximately $29.9 million. The June 2025 PIPE Financing was completed in June 2025.
On July 1, 2025, we entered into subscription agreements, relating to the purchase (the “July 2025 PIPE Financing”) by the investors party thereto (the “July 2025 PIPE Investors”) of 18,264,840 common shares in the capital of the Company with a nominal value of €0.10 per share for a purchase price of $2.19 per share and a pre-funded warrant to purchase 4,566,210 common shares with an exercise price of $0.01 (the “July 2025 Pre-Funded Warrant”) for a purchase price of $2.19 per common share underlying the July 2025 Pre-Funded Warrant less the exercise price for the July 2025 Pre-Funded Warrant of $0.01 per share, resulting in aggregate gross proceeds to the Company from the July 2025 PIPE Financing of approximately $50.0 million. The July 2025 PIPE Financing was completed in August 2025.
Liquidity Risks
As of June 30, 2025, we had cash and cash equivalents of $61.9 million and short-term securities of $34.0 million. We believe our cash, cash equivalents and short-term securities will be sufficient to fund our operations for at least the next twelve months following the date of this Quarterly Report on Form 10-Q, and, based on our current operating plan, we currently estimate that our existing cash, cash equivalents, and short-term securities will be sufficient to fund operations into the second half of 2027.
We expect to continue to incur substantial additional expenditures in the near term to support our ongoing activities. Additionally, we have incurred and expect to continue to incur additional costs as a result of operating as a public company. We expect to continue to incur net losses for the foreseeable future. Our ability to fund our product development and clinical operations as well as commercialization of our product candidates, will depend on the amount and timing of cash received from planned financings.
Our future capital requirements will depend on many factors, including:
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A change in the outcome of any of these or other variables with respect to the development of any of our product candidates could significantly change the costs and timing associated with the development of that product candidate. Further, our operating plans may change in the future, and we may need additional funds to meet operational needs and capital requirements associated with such operating plans. If we are unable to obtain this funding when needed and on acceptable terms, we could be forced to delay, limit or terminate our product development efforts.
Until such time, if ever, as we can generate substantial product revenue, we expect to finance our operations through a combination of equity financings, debt financings, collaborations with other companies and other strategic transactions. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If we are unable to raise additional funds through equity or debt financings or other arrangements when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.
Further, our operating plans may change, and we may need additional funds to meet operational needs and capital requirements for clinical trials and other research and development activities. Because of the numerous risks and uncertainties associated with the development and commercialization of our product candidates, we are unable to estimate the amounts of increased capital outlays and operating expenditures associated with our current and anticipated product development programs.
Cash Flows
The following table summarizes our cash flows for the six months ended June 30, 2025 and 2024:
|
|
June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
(in thousands) |
|
|||||
Net cash used in operating activities |
|
$ |
(31,935 |
) |
|
$ |
(38,801 |
) |
Net cash provided by (used in) investing activities |
|
|
(1,230 |
) |
|
|
27,772 |
|
Net cash provided by financing activities |
|
|
67,362 |
|
|
|
326 |
|
Effect of foreign exchange rate changes on cash |
|
|
238 |
|
|
|
2 |
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
$ |
34,435 |
|
|
$ |
(10,701 |
) |
Net Cash Used in Operating Activities
Net cash used in operating activities was $31.9 million for the six months ended June 30, 2025, which consisted of a net loss of $54.2 million, adjusted by non-cash charges and other adjustments of $16.2 million and a net cash inflow of $6.1 million related to the change in operating assets and liabilities. The non-cash charges primarily consisted of a $13.4 million loss related to the change in fair value of assets and liabilities, net, $6.0 million related to stock-based compensation, $1.3 million related to non-cash loss on the extinguishment of debt, $0.9 million related to other non-cash expenses, $0.7 million related to issuance costs allocated to pre-funded warrant liabilities issued pursuant to the June 2025 PIPE Financing, $0.4 million of depreciation and amortization, $0.2 million of non-cash lease expense, and $0.2 million related to amortization of debt discount. These losses were partially offset by $3.8 million non-cash gain related to other investments, $1.9 million non-cash gain related to unrealized foreign exchange revaluation, and $1.2 million non-cash gain related to the change in fair value of digital assets. The net cash inflow of $6.1 million from the change in operating assets and liabilities were primarily due to a $4.0 million increase in accrued liabilities, $1.3 million decrease in prepaid expenses and other assets, and $0.8 million increase in accounts payable.
Net cash used in operating activities was $38.8 million for the six months ended June 30, 2024, which consisted of a net loss of $84.7 million, adjusted by non-cash charges of $48.1 million and a net cash outflow of $2.1 million related to the change in operating assets and liabilities. The non-cash charges primarily consisted $32.7 million loss related to the change in fair value of assets and liabilities, net, $12.0 million of stock-based compensation, $2.0 million of losses from our equity method investments, 0.9 million in other expenses, $0.2 million in depreciation and amortization expense, $0.2 million amortization of debt discount, and $0.1 million change in right-of-use asset. The net cash outflows from the change in operating assets and liabilities were primarily due to a $2.4 million decrease in accrued liabilities and a $0.8 million decrease in accounts payable, partially offset by a $1.1 million increase in prepaid expenses.
Net Cash Provided by (Used in) Investing Activities
Net cash used in investing activities was $1.2 million for the six months ended June 30, 2025, primarily driven $10.0 million of cash paid for our investment in Beckley Psytech, $5.0 million of cash paid for the acquisition of digital assets, $0.8 million of cash paid for Psilera asset acquisition, and $0.4 million of cash paid for property and equipment. These were partially offset by $11.1 million of proceeds from the sale and maturity of investments carried at fair value and $3.9 million of proceeds from the sale of our COMPASS Pathways plc.
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Net cash provided by investing activities was $27.8 million for the six months ended June 30, 2024, primarily driven by $128.6 million of proceeds from the sale and maturities of securities carried at fair value, partially offset by $86.9 million of cash paid for securities at fair value, $10.0 million cash paid for investments, $2.0 million of cash paid for short term convertible notes receivable and warrant – related party, and $1.9 million of cash paid for short term notes receivable – related parties, net.
Net Cash Provided by Financing Activities
Net cash provided by financing activities was $67.3 million for the six months ended June 30, 2025, primarily driven by the $78.2 million of net cash proceeds from the issuance of common stock related to our February 2025 equity offering and June 2025 PIPE Financing, $11.5 million of proceeds from the issuance of pre-funded warrants related to the June 2025 PIPE Financing, and $1.6 million in proceeds from stock option exercises. These were offset by $21.8 million paid for the extinguishment of our 2022 Term Loan Facility and $2.2 million paid for common stock and pre-funded warrant issuance costs related to our February 2025 equity offering and June 2025 PIPE Financing.
Net cash provided by finance activities was $0.3 million for the six months ended June 30, 2024, due to $0.3 million of proceeds from stock option exercises.
Indebtedness
Convertible Notes
In November 2018, we issued an aggregate principal amount of $0.2 million of 2018 Convertible Notes. In October 2020, we issued an additional principal amount of $1.0 million of 2018 and 2020 Convertible Notes. The 2018 and 2020 Convertible Notes are non-interest-bearing and have a maturity date of September 30, 2025, unless previously redeemed, converted, purchased or cancelled. Each note has a face value of €1 and is convertible into one common share of ATAI Life Sciences AG upon the payment of €17.00. Conversion rights may be exercised by a noteholder at any time prior to maturity, except during certain periods subsequent to the consummation of the IPO.
In December 2023 and April 2024, respectively, a noteholder and a related party noteholder each entered into an agreement with us to exchange their respective 2018 and 2020 Convertible Notes for new convertible notes issued by ATAI Life Sciences N.V. Each new note has a face value of €1 and is convertible into 16 common shares of ATAI Life Sciences N.V. upon the payment of €17.00. Conversion rights may be exercised by a noteholder at any time prior to maturity.
As of June 30, 2025, the Convertible Notes had a principal balance of $0.5 million. If all convertible notes were converted, the Company would receive proceeds of €6.5 million ($7.7 million).
Hercules Term Loan
In August 2022 (the “Closing Date”), we entered into a Loan and Security Agreement (as amended, the “Hercules Loan Agreement”) with Hercules Capital, Inc., a Maryland corporation (“Hercules”), The Hercules Loan Agreement provided for term loans in an aggregate principal amount of up to $175.0 million under multiple tranches (collectively, the “2022 Term Loan Facility”).
The 2022 Term Loan Facility was scheduled to mature on August 1, 2026 (the “Maturity Date”), subject to extension under certain conditions. The outstanding principal balance of the 2022 Term Loan Facility bore interest at a floating interest rate per annum equal to the greater of either (i) the prime rate as reported in the Wall Street Journal plus 4.30% and (ii) 9.05%; provided, that if certain conditions were satisfied, the rate of interest in the foregoing clause (i) would be prime rate as reported in The Wall Street Journal plus 4.05%. Accrued interest was payable monthly following the funding of each term loan advance. The Company was entitled to make interest only payments, without any loan amortization payments, until September 1, 2025, subject to extension under certain conditions.
The Hercules Loan Agreement contained customary closing and commitment fees, prepayment fees and provisions, events of default and representations, warranties and affirmative and negative covenants, including a financial covenant requiring us to maintain certain levels of cash in accounts subject to a control agreement in favor of the Agent (the “Qualified Cash”) at all times commencing from the Closing Date, which included a cap on the amount of cash that can be held by, among others, certain of our foreign subsidiaries in Australia and the United Kingdom. In addition, the financial covenant under the Hercules Loan Agreement required, beginning on October 1, 2024, that we maintain Qualified Cash in an amount no less than the sum of (1) 50% of the outstanding amount under the 2022 Term Loan Facility, and (2) the amount of our and our Subsidiary Guarantors’ accounts payable that had not been paid within 180 days from the invoice date of the relevant account payable, subject to certain exceptions; provided, upon the occurrence of certain conditions, we were required to at all times maintain Qualified cash in an amount no less than the sum of (1) 70% of the outstanding amount under the 2022 Term Loan Facility, and (2) the amount of our and our Subsidiary Guarantors’ accounts payable that had not been paid within 180 days from the invoice date of the relevant account payable, subject to certain exceptions; provided, further, that the financial covenant would not apply on any day that our market capitalization is at least $550.0 million measured on a consecutive 10-business day period immediately prior to such date of measurement and tested on a daily basis. Upon the occurrence of an event of default, subject to any specified cure periods, the Lenders could declare all amounts owed by us immediately due and payable by the Lenders. As of the Payoff Date (as defined below), we were in compliance with all applicable covenants under the Hercules Loan Agreement.
Prior to the Payoff Date, we incurred financing expenses related to the Hercules Loan Agreement, which were recorded as an offset to long-term debt on our consolidated balance sheets. These deferred financing costs were amortized over the term of the debt using the
74
effective interest method, and were included in other income, net in our unaudited condensed consolidated statements of operations. For the three months ended June 30, 2025 and 2024, interest expense included $0.1 million and $0.1 million of amortized deferred financing costs related to the 2022 Term Loan Facility. For the six months ended June 30, 2025 and 2024, interest expense included $0.2 million and $0.2 million of amortized deferred financing costs related to the 2022 Term Loan Facility.
On May 2, 2025, we entered into a payoff letter for a voluntary prepayment with respect to the Hercules Loan Agreement (the “Payoff Letter”) with Hercules . Pursuant to the Payoff Letter, on May 2, 2025 (the “Payoff Date”), the we paid off the outstanding loan amount of approximately $21.8 million in full in repayment of the our outstanding obligations under the Hercules Loan Agreement, and thereby terminated the 2022 Term Loan Facility. Due to the early prepayment, the we incurred a prepayment fee equal to 0.50% of the outstanding principal balance for a total of $0.1 million. In addition, the we paid an end of term charge equal to 6.95% of the outstanding principal balance for a total of $1.4 million. For the three months ended June 30, 2025, we recognized a $1.3 million loss on extinguishment of debt, which is recorded to Loss on extinguishment of debt in our unaudited condensed consolidated statements of operations.
75
Material Cash Requirements from Known Contractual and Other Obligations and Commitments
Our commitments and obligations were reported in our Annual Report, as updated in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025.
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Recently Adopted Accounting Pronouncements
See Note 2, “Summary of Significant Accounting Policies—Recently Adopted Accounting Pronouncements” to our unaudited condensed consolidated financial statements appearing under Part 1, Item 1 for more information.
Critical Accounting Policies and Estimates
Our critical accounting policies are described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Form 10-K and in Note 2 to our audited consolidated financial statements included in our Form 10-K. As disclosed in Note 2 to our audited consolidated financial statements included in our Form 10-K, the preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ significantly from those estimates. During the period covered by this Quarterly Report, there were no material changes to our critical accounting policies from those discussed in our Form 10-K other than those disclosed in Note 2 of this Quarterly Report.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates. In addition, our portfolio of notes receivables is exposed to credit risk in the form of non-payment or non-performance. In mitigating our credit risk, we consider multiple factors, including the duration and terms of the note and the nature of and our relationship with the counterparty. The following analysis provides quantitative information regarding these risks.
Interest Rate Sensitivity
Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates. As of June 30, 2025 we had cash and cash equivalents of $61.9 million and short-term securities of $34.0 million. We generally hold our cash in interest-bearing demand deposit accounts and short-term securities. Due to the nature of our cash and investment portfolio, a hypothetical 100 basis point change in interest rates would not have a material effect on the fair value of our cash. Our cash is held for working capital purposes. The Company purchases investment grade marketable debt securities which are rated by nationally recognized statistical credit rating organizations in accordance with its investment policy. This policy is designed to minimize the Company's exposure to credit losses and to ensure that the adequate liquidity is maintained at all times to meet anticipated cash flow needs.
As of June 30, 2025, we had $0.5 million in convertible promissory notes, which was comprised of non-interest-bearing borrowings under the 2018 Convertible Notes. Based on the principal amounts of the convertible promissory notes and the interest rate assigned to the convertible promissory notes, a hypothetical 10% change in interest rates would not have a material impact on our convertible promissory notes, financial position or results of operations.
Foreign Currency Exchange Risk
Our reporting and functional currency is the U.S. dollar, and the functional currency of our foreign subsidiaries is generally the respective local currency. The assets and liabilities of each of our foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at each balance sheet date. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the unaudited condensed consolidated statements of comprehensive loss. Equity transactions are translated using historical exchange rates. Expenses are translated using the average exchange rate during the previous month. Gains or losses due to transactions in foreign currencies are included in interest and other income, net in our unaudited condensed consolidated statements of operations.
The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. We have experienced and will continue to experience fluctuations in foreign exchange gains and losses related to changes in foreign currency exchange rates. In the event our foreign currency denominated assets, liabilities, revenue, or expenses increase, our results of operations may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do business, resulting in unrealized foreign exchange gains or losses. We have not engaged in the hedging of foreign currency transactions to date, although we may choose to do so in the future. No strategy can completely insulate us from risks associated with such fluctuations and our currency exchange rate risk management activities could expose us to substantial losses if such rates move materially differently from our expectations.
A hypothetical 10% change in the relative value of the U.S. dollar to other currencies during any of the periods presented would not have had a material effect on our consolidated financial statements, but could result in significant unrealized foreign exchange gains or losses for any given period.
78
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025, the end of the period covered by this Quarterly Report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2025 at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II- OTHER INFORMATION
Item 1. Legal Proceedings.
We are, from time to time, party to various claims and legal proceedings arising in the ordinary course of our business. Given that such proceedings are subject to uncertainty, there can be no assurance that such legal proceedings, either individually or in the aggregate, will not have a material adverse effect on our business, results of operations, financial condition or cash flows. See Part I, Item I “Financial Statements (Unaudited) – Note 19, Commitments and Contingencies” in this Quarterly Report, which are incorporated herein by reference.
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Item lA. Risk Factors.
Investing in our common shares involves a high degree of risk. In addition to the other information set forth in this Quarterly Report and in other documents that we file with the SEC, you should carefully consider the factors described in the section titled “Risk Factors” in our Form 10-K. Except as set forth below, there have been no material changes to the risk factors described in Part I, Item 1A of our Form 10-K. If any of the risk factors described in the Form 10-K actually materializes, our business, financial condition and results of operations could be materially adversely affected. In such an event, the market price of our common shares could decline and you may lose all or part of your investment. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
Risks Relating to the Strategic Combination with Beckley Psytech
atai shareholders as of immediately prior to the strategic combination will have reduced ownership in the combined group immediately following the strategic combination.
The issuance of the atai’s common shares pursuant to the SPA could have the effect of depressing the market price of the common shares, through dilution of earnings per share or otherwise. Any dilution of, or delay of any accretion to, atai’s earnings per share could cause the price of the atai’s common shares to decline or increase at a reduced rate.
The respective obligations of atai, Beckley Psytech and the other parties to the SPA to complete the strategic combination are subject to conditions that, if not fulfilled, or not fulfilled in a timely manner, may delay completion of the strategic combination or result in termination of the SPA.
The respective obligations of atai, the Sellers, certain holders of Beckley Psytech options party to the SPA and Beckley Psytech to complete the strategic combination are subject to the satisfaction at or prior to the closing of certain closing conditions, including obtaining required shareholder approvals.
Certain of the conditions to completion of the strategic combination are not within atai’s control, and atai cannot predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to the Longstop Date (as defined in the SPA), it is possible that the SPA may be terminated. atai cannot predict whether and when these other conditions will be satisfied. Furthermore, the requirements for obtaining the required approvals could delay the closing for a significant period of time or prevent it from occurring. There can be no assurance that all required approvals will be obtained or obtained prior to the Longstop Date (as defined in the SPA).
Failure to complete the strategic combination could negatively impact atai’s share price.
If the strategic combination is not completed for any reason, atai would be subject to a number of risks, including the following:
If the strategic combination is not completed, the risks described above may materialize and cause atai’s share price to be negatively impacted.
Risks Relating to the Combined Group Following Completion of the Strategic Combination with Beckley Psytech
The combined group will incur losses for the foreseeable future and might never achieve profitability.
The combined group may never become profitable, even if the combined group is able to complete clinical development for one or more product candidates and eventually commercialize such product candidates. The combined group will need to successfully complete significant research, development, testing and regulatory compliance activities that, together with projected general and administrative expenses, is expected to result in substantial increased operating losses for at least the next several years. Even if the combined group does achieve profitability, it may not be able to sustain or increase profitability on a quarterly or annual basis.
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The combined group may fail to realize the anticipated benefits of the strategic combination.
The success of the strategic combination will depend on, among other things, the combined group’s ability to integrate atai’s and Beckley Psytech’s businesses in a manner that realizes anticipated synergies and benefits and meets or exceeds the forecasted stand‑alone cost savings anticipated by the combined group. Over time, atai anticipates that the combined group will benefit from significant synergies, based on, among other things, increased scale. If the combined group is not able to successfully achieve these synergies, or the cost to achieve these synergies is greater than expected, then the anticipated benefits of the strategic combination may not be realized fully or at all or may take longer to realize than expected.
The success of the strategic combination will also depend on the ability of the product candidates to achieve anticipated clinical, regulatory and commercial outcomes. Clinical trials are inherently uncertain, and preliminary or early-stage results may not be predictive of final outcomes or lead to regulatory approval. Furthermore, even if regulatory approval is obtained, the combined group may face significant commercialization challenges or encounter competition sooner than expected. If Beckley Psytech’s product candidates do not demonstrate safety or efficacy in later-stage trials, fail to receive regulatory approvals, encounter intellectual property challenges or face unforeseen commercial or competitive obstacles, the combined group may not realize the expected benefits of the strategic combination.
The failure to successfully integrate the businesses and operations of atai and Beckley Psytech in the expected time frame may adversely affect the combined group’s future results.
atai and Beckley Psytech have operated and, until the closing, will continue to operate independently. Upon completion of the strategic combination, their respective businesses may not be integrated successfully. It is possible that the integration process could result in the loss of suppliers, vendors, landlords, joint venture partners or other business partners, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, potential unknown liabilities and unforeseen expenses or delays associated with and following completion of the strategic combination or higher than expected integration costs and an overall post‑completion integration process that takes longer than originally anticipated.
Risks Relating to the Redomiciliation
The expected benefits of the Redomiciliation may not be realized.
There can be no assurance that any or all of the anticipated benefits of the Redomiciliation will be achieved. Achieving the anticipated benefits of the Redomiciliation is subject to a number of risks and uncertainties, including factors that we do not and cannot control. In addition, if the expected benefits of the Redomiciliation do not meet expectations of investors or securities analysts, the price of the Company’s common shares following completion of the Redomiciliation may decline.
The Redomiciliation may not be implemented or may not be implemented in a timely manner.
Completion of the Redomiciliation is contingent on factors and circumstances of which some are not, or not completely, within the control of atai. As a result, the Redomiciliation may not be implemented or may not be implemented according to the timeline as currently foreseen by atai, including, without limitation, as a result of the following factors and circumstances:
Furthermore, atai’s board of directors has reserved the right to delay or abandon the Redomiciliation at any time prior to the LuxCo Merger if it determines for any reason that the consummation of the Redomiciliation, or any part thereof, would be inadvisable or not in the best interests of atai’s shareholders.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Promissory Note
The information set forth below is included for the purpose of providing disclosure under “Item 1.01 – Entry into a Material Definitive Agreement” of Form 8-K.
On August 13, 2025, the Company issued an unsecured promissory note (the ‘‘Promissory Note’’) to Beckley Psytech in the principal amount of $10.0 million, with net proceeds to be used for the achievement of specified product development milestones.
The Promissory Note bears interest at a rate equal to the lesser of 12% per annum and the highest rate permitted by applicable law. The outstanding principal balance of the Promissory Note and all accrued but unpaid interest will be due and payable in full on the earlier of (i) the payment of the break fee under the terms of the SPA, (ii) three hundred sixty-four days from the date of the first advance, and (iii) the occurrence of an event of default pursuant to the terms of the Promissory Note.
The foregoing description of the Promissory Note does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Promissory Note, a copy of which is filed as Exhibit 10.17 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
None.
During the six months ended June 30, 2025, no director or officer of the Company, as defined in Rule 16a-1(f) of the Exchange Act,
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Item 6. Exhibits.
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Incorporated by Reference |
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Exhibit Number |
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Description |
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Form |
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File No. |
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Exhibit |
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Filing |
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Filed/Furnished |
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2.1+§ |
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Share Purchase Agreement, dated as of June 2, 2025, among the Company, Beckley Psytech Limited and certain other parties thereto. |
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8-K |
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001-40493 |
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2.1 |
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6/2/2025 |
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3.1 |
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Articles of Association of ATAI Life Sciences N.V. (translated into English), currently in effect |
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* |
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10.1#^ |
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Separation Agreement and Release between Sahil Kirpekar and atai Life Sciences US, Inc., dated April 24, 2025 |
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8-K |
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001-40493 |
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10.1 |
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4/30/2025 |
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10.2# |
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Consulting Agreement between Sahil Kirpekar and atai Life Sciences AG, dated April 3, 2025 |
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8-K
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001-40493
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10.2 |
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4/30/2025 |
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10.3# |
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Compensation Policy of ATAI Life Sciences N.V. |
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* |
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10.4+ |
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Form of Voting Agreement, dated as of June 2, 2025, entered into by each of the directors and the members of the executive team of the Company, with the Company and Beckley Psytech Limited. |
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8-K |
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001-40493
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10.1 |
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6/2/2025 |
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10.5+§ |
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Voting Agreement, dated as of June 2, 2025, entered into by Aperion Investment Group Ltd. with the Company and Beckley Psytech Limited. |
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8-K
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001-40493 |
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10.2 |
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6/2/2025
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10.6§ |
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Shareholders Rights Agreement, dated as of June 2, 2025 between the Company and Aperion Investment Group Ltd. |
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8-K
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001-40493
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10.3 |
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6/2/2025
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10.7 |
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Lock-Up Agreement, dated as of June 2, 2025 between the Company and Aperion Investment Group Ltd. |
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8-K
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001-40493
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10.4 |
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6/2/2025
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10.8+§ |
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Subscription Agreement, dated as of June 2, 2025, entered into between the Company and Ferring Ventures S.A. |
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8-K
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001-40493
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10.5 |
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6/2/2025
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10.9+§ |
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Subscription Agreement, dated as of June 2, 2025, entered into between the Company and Adage Capital Partners LP. |
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8-K
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001-40493
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10.6 |
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6/2/2025
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10.10+§ |
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Form of Pre-Funded Warrant. |
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8-K
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001-40493
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10.7 |
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6/2/2025
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10.11+ |
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Registration Rights Agreement, dated as of June 2, 2025, among the Company, Aperion Investment Group Ltd. and certain shareholders named therein. |
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8-K
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001-40493
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10.8 |
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6/2/2025
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10.12+§ |
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Form of Subscription Agreement |
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8-K |
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001-40493 |
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10.1 |
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7/1/2025 |
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10.13+§
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Subscription Agreement, dated as of July 1, 2025, entered into between the Company and Apeiron Investment Group Ltd. |
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8-K |
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001-40493 |
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10.2 |
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7/1/2025 |
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10.14+§ |
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Subscription Agreement, dated as of July 1, 2025, entered into between the Company and Ferring Ventures S.A |
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8-K |
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001-40493 |
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10.3 |
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7/1/2025
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10.15§ |
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Form of Pre-Funded Warrant. |
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8-K |
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001-40493 |
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10.4 |
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7/1/2025
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10.16+ |
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Registration Rights Agreement, dated as of July 1, 2025, among the Company and the July 2025 PIPE Investors. |
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8-K |
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001-40493 |
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10.5 |
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7/1/2025
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10.17+ |
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Senior Promissory Note, dated as of August 13, 2025, by and between the Company and Beckley Psytech Ltd. |
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*
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31.1 |
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Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a) |
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* |
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31.2 |
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Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a) |
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* |
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32.1 |
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Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 |
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** |
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32.2 |
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Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 |
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** |
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101.INS |
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Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document |
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* |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
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* |
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101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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* |
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101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document |
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* |
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101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
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* |
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101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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* |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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* |
* |
Filed herewith. |
** |
Furnished herewith |
# |
Management contract or compensatory plan, contract or arrangement. |
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Certain of the schedules and attachments to this exhibit have been omitted from this exhibit pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the SEC upon request. |
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Certain portions of this exhibit have been redacted pursuant to Regulation S-K, Item 601(a)(6). |
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Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit pursuant to Item 601(b)(10)(iv). |
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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.
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ATAI LIFE SCIENCES N.V. |
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Date: August 14, 2025 |
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By: |
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/s/ Srinivas Rao |
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Srinivas Rao |
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Chief Executive Officer (Principal Executive Officer) |
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Date: August 14, 2025 |
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By: |
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/s/ Anne Johnson |
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Anne Johnson |
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Chief Financial Officer |
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(Principal Financial Officer and Principal Accounting Officer) |
86
