Atai Beckley Inc SEC Filings

atai Life Sciences (ATAI) reported shareholder approvals tied to its proposed Beckley Psytech acquisition and corporate reorganization. Holders approved the Acquisition Proposal with 121,090,088 votes for, and authorized the related share issuance under Nasdaq Rule 5635(a) with 120,951,244 votes for. Shareholders also elected Cosmo Feilding-Mellen and Dr. Robert Hershberg as non-executive directors and approved governing document changes.

Steps toward redomiciliation advanced, including approval of a merger with atai Life Sciences Luxembourg S.A. and related charter amendments addressing withdrawal-right cash compensation and potential B share conversion. As of October 7, 2025, shares outstanding were 240,488,841; 156,318,136 shares were present or represented at the meeting. Completion of the redomiciliation remains subject to closing conditions.

ATAI Life Sciences amended its Share Purchase Agreement for the Beckley Psytech acquisition. The amendment reduces the consideration by 1,221,712 atai shares on a pro‑rata basis, with a revised total of 103,823,190 atai shares to be distributed to Beckley shareholders or to underlie Replacement Awards for certain optionholders.

The amendment also allocates 900,901 atai shares to Cantor Fitzgerald & Co. for advisory services. These CF&CO shares will have no lock‑up and will be registered for resale on a prospectus supplement to be filed immediately following closing. Definitions for “Buyer Share Price” and “VWAP” were updated, and leakage provisions clarify that certain Transaction or Carve‑out Costs up to $6,780,500 may be settled via pro‑rata share reductions.

Consideration Shares and applicable Replacement Awards remain subject to lock‑up covenants, with limited discretionary releases of up to 0.75% to cover certain tax obligations. Shareholders must notify atai to attend the Extraordinary General Meeting by 5:00 p.m. CET on October 31, 2025.

ATAI Life Sciences amended its share purchase agreement for the Beckley Psytech acquisition. The amendment reduces the consideration to Beckley shareholders by an aggregate of 1,221,712 atai Shares, with a total of 103,823,190 atai Shares now to be distributed to Beckley shareholders or to underlie Replacement Awards for certain optionholders.

The amendment also provides that 900,901 atai Shares will be issued to Cantor Fitzgerald & Co. for advisory services to Beckley Psytech. These shares will not be subject to lock-up and will be registered for resale on a prospectus supplement filed immediately following closing. The filing updates “Permitted Costs” and leakage mechanics, including that certain leakage up to $6,780,500 may be settled via pro‑rata reductions in Consideration Shares. Lock-up terms remain in place, with atai able to allow up to 0.75% of Consideration Shares to be released to cover tax obligations.

The company also reminded shareholders of Extraordinary General Meeting attendance procedures tied to the October 31, 2025 notification deadline.

ATAI Life Sciences closed a public offering of 27,283,750 common shares at $5.48 per share, including the underwriters’ option exercised in full for 3,558,750 additional shares. The company said the offering has closed.

ATAI plans to use net proceeds, together with existing cash and investments, to advance its pipeline: funding the planned Phase 3 program for BPL-003 (mebufotenin benzoate) nasal spray through the first Phase 3 top-line readout, completing the Phase 2 trial of VLS-01 (buccal film DMT), and completing the Phase 2a study for EMP-01 (oral R-MDMA), as well as for working capital and general corporate purposes. Based on its plan, ATAI estimates liquidity will fund operations into 2029.

ATAI Life Sciences priced a public offering of 23,725,000 common shares at $5.48 per share under its automatic shelf on Form S-3, with Jefferies as representative of the underwriters. The company granted a 30-day option to purchase up to an additional 3,558,750 shares, and expects closing on or about October 20, 2025, subject to customary conditions.

ATAI estimates net proceeds of approximately $121.2 million, or $139.4 million if the option is exercised in full. The company plans to use the proceeds, together with existing cash and investments, to advance clinical programs and for working capital and general corporate purposes. Management estimates cash, cash equivalents and short-term investments were approximately $114.6 million as of September 30, 2025, and that available capital is sufficient to fund operating expenses into 2028, though additional funds may be needed to complete the Phase 3 study of BPL-003.

ATAI Life Sciences N.V. is offering 23,725,000 common shares at $5.48 per share, a primary raise totaling $130,013,000 in gross proceeds. Underwriting discounts are $0.349876 per share, for $121,712,191.90 in proceeds before expenses; the company estimates net proceeds of about $121.2 million. The underwriters have a 30‑day option to buy up to 3,558,750 additional shares.

ATAI intends to use proceeds to advance clinical development, and for working capital and general corporate purposes. Shares outstanding will be 235,969,597 after the offering (or 239,528,347 if the option is exercised), versus 212,244,597 outstanding as of June 30, 2025. ATAI preliminarily expects $114.6 million in cash, cash equivalents and short‑term investments as of September 30, 2025. Recent items include an agreement to issue 105,044,902 shares for the planned Beckley Psytech combination (subject to shareholder approval) and FDA Breakthrough Therapy designation for Beckley Psytech’s BPL‑003.

atai Life Sciences (ATAI)Breakthrough Therapy designation to BPL-003 (intranasal mebufotenin benzoate) for adult patients with treatment-resistant depression. The designation is reserved for drugs addressing serious conditions where early clinical evidence indicates substantial improvement over existing therapies.

The announcement highlights positive topline results from Beckley Psytech’s Phase 2b blinded study: a single 8 mg or 12 mg dose produced clinically meaningful and statistically significant reductions in depressive symptoms within 24 hours, with effects sustained through the eight-week trial. Most patients were assessed as ready for discharge at 90 minutes post-dose, aligning with an in-clinic, two-hour treatment paradigm.

The communication also references a contemplated acquisition of Beckley Psytech and directs investors to the company’s proxy materials for details.

ATAI Life Sciences launched a preliminary prospectus supplement for a public offering of common shares. The deal includes a 30‑day option for underwriters to buy additional shares after pricing. Proceeds will go to ATAI and are intended to advance clinical development, with the remainder for working capital and general corporate purposes.

ATAI reported preliminary cash, cash equivalents and short‑term investments of $114.6 million as of September 30, 2025. Recent updates include a planned strategic combination with Beckley Psytech, to be completed subject to shareholder approval, for which ATAI agreed to issue 105,044,902 shares. Beckley Psytech’s BPL‑003 received FDA Breakthrough Therapy designation for treatment‑resistant depression based on positive Phase 2b results. ATAI also plans a redomiciliation to Delaware via a Luxembourg merger structure, subject to approvals. Shares trade on Nasdaq as ATAI; the last reported price was $5.96 on October 15, 2025.