ATAI Life Sciences Reports Material Agreement & Asset Acquisition/Disposition

TL;DR

**ATAI Life Sciences just made a big deal, either buying or selling assets, which could shake up their future.**

AI Summary

ATAI Life Sciences N.V. filed an 8-K on January 3, 2024, to report the entry into a material definitive agreement and the completion of an acquisition or disposition of assets. This filing indicates a significant corporate action, likely a strategic move to expand or divest, which could impact the company's future financial performance and strategic direction. For investors, this matters because such events can signal growth opportunities or a shift in focus, potentially affecting the stock's valuation and long-term prospects.

Why It Matters

This filing signals a significant strategic move by ATAI Life Sciences, which could reshape its business operations and financial outlook, directly impacting shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and asset transaction, which can introduce both opportunities and risks depending on the specifics not fully detailed here.

Analyst Insight

Investors should monitor subsequent filings or press releases from ATAI Life Sciences N.V. for details on the material definitive agreement and asset transaction, as these specifics will determine the actual impact on the company's financials and strategic direction.

Key Numbers

• €0.10 — par value per share (This is the nominal value of each common share of ATAI Life Sciences N.V.)
• 2024-01-03 — Date of earliest event reported (This is the date the material definitive agreement or asset transaction occurred.)

Key Players & Entities

• ATAI Life Sciences N.V. (company) — registrant of the 8-K filing
• The Nasdaq Stock Market LLC (company) — exchange where ATAI common shares are registered
• January 3, 2024 (date) — date of earliest event reported
• 001-40493 (dollar_amount) — Commission File Number
• €0.10 (dollar_amount) — par value per common share

FAQ

Key Financial Figures

• $39,999,999.10 — Shares") for a total purchase price of $39,999,999.10 (the "Primary Investment"); and (b) und
• $10,000,000.40 — Sale, for a total purchase price of US $10,000,000.40. Following completion of the Investmen
• $2.158 — is exercisable at an exercise price of $2.158 per share. In addition, the Company wil
• $1.66 — is exercisable at an exercise price of $1.66 per share. Each of the warrants describ

Filing Documents

• ef20017595_8k.htm (8-K) — 46KB
• ef20017595_ex10-1.htm (EX-10.1) — 2536KB
• ef20017595_ex10-2.htm (EX-10.2) — 155KB
• ef20017595_ex99-1.htm (EX-99.1) — 28KB
• image00001.jpg (GRAPHIC) — 17KB
• image00002.jpg (GRAPHIC) — 4KB
• image00004.jpg (GRAPHIC) — 3KB
• 0001140361-24-000542.txt ( ) — 3145KB
• atai-20240103.xsd (EX-101.SCH) — 4KB
• atai-20240103_lab.xml (EX-101.LAB) — 23KB
• atai-20240103_pre.xml (EX-101.PRE) — 16KB
• ef20017595_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry Into a Material Definitive Agreement. On January 3, 2024 (the "Completion Date"), atai Life Sciences N.V. (the "Company") entered into a subscription and shareholders' agreement with Beckley Psytech Limited, a company incorporated in England and Wales ("BPL"), and certain other shareholders of BPL as identified in such agreement (the "SSA"). Pursuant to the terms of the SSA, the Company (a) acquired 24,096,385 newly issued series C preferred shares, par value 0.0001 per share, of BPL (the "Series C Shares") for a total purchase price of $39,999,999.10 (the "Primary Investment"); and (b) undertakes to enter into a Share Purchase Deed (the "Secondary Sale SPA") within 10 business days of the Completion Date, pursuant to which the Company will acquire a total of 11,153,246 shares of BPL from certain existing shareholders of BPL (the "Secondary Sale" and together with the Primary Investment, the "Investment"), all of which will be re-designated into Series C Shares immediately prior to completion of the Secondary Sale, for a total purchase price of US $10,000,000.40. Following completion of the Investment, the Company will hold a 35.47% interest in the voting securities of BPL. In connection with the Investment, the Company has also acquired, pursuant to an equity warrant instrument between the Company and BPL, dated January 3, 2024, 24,096,385 warrants to purchase an amount of Series C shares equal to the lesser of (i) 24,096,385 Series C Shares; or (ii) such number of Series C Shares (rounded up to the nearest whole number) as immediately after their issuance would, together with all shares held by the Company in the issued share capital of BPL, less than 50% of BPL's fully diluted share capital, and each such warrant is exercisable at an exercise price of $2.158 per share. In addition, the Company will have the right to receive additional warrants to purchase Series C Shares in the event BPL issues equity or equity linked securities pursuant to a

01

Item 2.01 Completion of Acquisition or Disposition of Assets. To the extent required, the information set forth in Item 1.01 above is incorporated herein by reference.

01

Item 7.01 Regulation FD Disclosure. On January 4, 2024, the Company issued a press release announcing the transactions described above. The Company intends to host a conference call on January 4, 2024 at 8:00 a.m. ET to discuss the transactions described above. Registration and dial-in details for the conference call can be accessed on the Company's website under News, Events & Presentations in the Investors section via the following link: https://ir.atai.life/news-events/events. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company also intends to post a supplemental presentation which it intends to use during the conference call to its website https://ir.atai.life/news-events/presentations immediately prior to the start of the conference call. Additionally, the Company anticipates providing an updated investor presentation reflecting the transactions described above following the conference call. The information contained under Item 7.01 of this Current Report on Form 8-K and in the press release attached hereto as Exhibit 99.1 is deemed to be "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information set forth in this Item 7.01, including Exhibit 99.1 shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Amended and Restated Subscription and Shareholders' Agreement Relating to Beckley Psytech Limited, dated January 3, 2024, by and among the Company, Beckley Psytech Limited, and certain other persons set forth therein. 10.2 Form of Share Purchase Deed by and among the Company and certain persons set forth therein. 99.1* Press Release of atai Life Sciences N.V., dated January 4, 2024. 104 Cover Page Interactive Data File (embedded within the inline XBRL document). Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit pursuant to Item 601(b)(10)(iv). Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request by the Securities and Exchange Commission. * Furnished herewith. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K (this "Current 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, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "believe", "may", "will", "estimate", "continue", "anticipate", "intend", " expect", "could", "would", "project", "plan", "potentially", "preliminary", "likely", and the negative of these terms and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. All statements contained in this Current Report other than statements of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the terms and be

SIGNATURES

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 hereunto duly authorized. ATAI LIFE SCIENCES N.V. Date: January 4, 2024 By: /s/ Florian Brand Name: Florian Brand Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR