Apeiron boosts ATAI stake to 53,412,414 shares via note conversion

Rhea-AI Filing Summary

Apeiron Investment Group Ltd. and related reporting person Christian Angermayer disclosed insider transactions in ATAI Life Sciences N.V. (ATAI). On 09/30/2025 Apeiron converted convertible notes into 2,367,200 common shares, increasing its reported beneficial ownership to 53,412,414 shares. The conversion price for the Convertible Notes is EUR 17.00 per note. The filing also shows 147,950 convertible notes with underlying common shares noted as part of the transaction. Angermayer is identified as a director and a >10% owner. The Form 4 reports the transactions as acquisitions by conversion of debt instruments into equity.

Positive

• 2,367,200 common shares acquired by conversion, increasing Apeiron's stake
• Conversion price disclosed: EUR 17.00, providing clear pricing for the transaction
• Beneficial ownership level provided: 53,412,414 shares, offering transparency on stake size

Negative

• None.

Insights

Insider Transactions Specialist

Major note-to-equity conversion added >2.3M ATAI shares to Apeiron's stake.

This Form 4 documents a conversion of convertible notes into 2,367,200 common shares at a conversion price of EUR 17.00. The conversion increased Apeiron's reported beneficial ownership to 53,412,414 shares, indicating a substantial equity position held indirectly.

The report also lists 147,950 convertible notes as the instrument converted, with the underlying common shares recorded. Because the filing shows acquisitions by conversion, this is a change in ownership structure rather than an open-market purchase.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Apeiron Investment Group Ltd.

(Last) (First) (Middle)

66 & 67 BEATRICE, AMERY STREET

(Street)

SILEMA O1 SLM1707

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ATAI Life Sciences N.V. [ ATAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	09/30/2025		C		2,367,200	A	(1)	53,412,414	I	By Apeiron Investment Group Ltd.
Common Shares								1,799,302	I	By Apeiron Presight Capital Fund II, L.P.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Notes	(1)	09/30/2025		C			147,950	04/15/2024	09/30/2025	Common Shares	2,367,200	(2)	0	I	By Apeiron Investment Group Ltd.

1. Name and Address of Reporting Person^*

Apeiron Investment Group Ltd.

(Last) (First) (Middle)

66 & 67 BEATRICE, AMERY STREET

(Street)

SILEMA O1 SLM1707

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Angermayer Christian

(Last) (First) (Middle)

66 & 67 AMERY STREET

(Street)

SILEMA O1 SLM 1707

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The conversion price for the Convertible Notes is EUR 17.00 per note.

2. The Convertible Notes were acquired in exchange for convertible notes issued by ATAI Life Sciences AG with substantially similar terms and economics.

	Apeiron Investment Group Ltd. By: /s/ Mario Frendo, Director	10/02/2025
	/s/ Christian Angermayer	10/02/2025
	** Signature of Reporting Person	Date
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FAQ

What did Apeiron report on the ATAI Form 4?

Apeiron reported converting convertible notes into 2,367,200 ATAI common shares, increasing its reported beneficial ownership to 53,412,414 shares.

At what price were the convertible notes converted into ATAI shares?

The conversion price is stated as EUR 17.00 per note.

How many convertible notes were involved in the reported transaction?

The filing lists 147,950 convertible notes associated with the conversion reported on the Form 4.

What is Christian Angermayer's relationship to ATAI in this filing?

Christian Angermayer is identified as a director and a 10% owner in the reporting information.

Was the Form 4 transaction an open-market purchase or a conversion?

The transaction was an acquisition by conversion of convertible notes into common shares, not an open-market purchase.