ATAI Life Sciences Reports Material Agreement & Asset Transaction

TL;DR

**ATAI Life Sciences just made a big deal or asset move, watch for details!**

AI Summary

ATAI Life Sciences N.V. filed an 8-K on January 23, 2024, reporting an event from January 18, 2024, related to an entry into a material definitive agreement and the completion of an acquisition or disposition of assets. This filing indicates significant corporate activity, potentially impacting the company's strategic direction and financial health. For investors, this matters because such agreements and asset changes can alter the company's risk profile, future revenue streams, and overall valuation, making it crucial to understand the specifics of the transaction.

Why It Matters

This filing signals a significant corporate action by ATAI Life Sciences N.V., which could reshape its business operations and financial outlook. Investors should monitor for further details to assess the impact on the company's growth prospects and stock performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and an acquisition/disposition, which can introduce both opportunities and risks depending on the specifics not fully disclosed in this summary 8-K.

Analyst Insight

A smart investor would await further disclosures from ATAI Life Sciences N.V. to understand the specific terms and financial implications of the material definitive agreement and asset transaction before making any investment decisions.

Key Numbers

• 001-40493 — Commission File Number (identifies the company's registration with the SEC)
• 2024-01-18 — Date of Earliest Event Reported (indicates when the material event occurred)

Key Players & Entities

• ATAI Life Sciences N.V. (company) — the registrant filing the 8-K
• January 18, 2024 (date) — date of the earliest event reported
• January 23, 2024 (date) — date the 8-K was filed
• The Nasdaq Stock Market LLC (Nasdaq Global Market) (company) — exchange where ATAI common shares are registered
• 001-40493 (dollar_amount) — Commission File Number

Forward-Looking Statements

• Further details regarding the material definitive agreement and asset transaction will be disclosed in subsequent filings or press releases. (ATAI Life Sciences N.V.) — high confidence, target: 2024-03-31

FAQ

Key Financial Figures

• $39,999,999.10 — Shares") for a total purchase price of $39,999,999.10 (the "Primary Investment"). On January
• $10,000,000.37 — f BPL, for a total purchase price of US $10,000,000.37 (the "Secondary Sale" and together with

Filing Documents

• ef20019485_8k.htm (8-K) — 31KB
• ef20019485_ex10-1.htm (EX-10.1) — 394KB
• image1.jpg (GRAPHIC) — 3KB
• 0001140361-24-003285.txt ( ) — 600KB
• atai-20240118.xsd (EX-101.SCH) — 4KB
• atai-20240118_lab.xml (EX-101.LAB) — 23KB
• atai-20240118_pre.xml (EX-101.PRE) — 16KB
• ef20019485_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on January 3, 2024, atai Life Sciences N.V. (the "Company") entered into that certain 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"), under which, among other things, the Company 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"). On January 18, 2024, pursuant to the SSA, the Company entered into a Share Purchase Deed (the "Secondary Sale SPA"), pursuant to which the Company acquired a total of 11,153,246 additional shares of BPL from certain existing shareholders of BPL, for a total purchase price of US $10,000,000.37 (the "Secondary Sale" and together with the Primary Investment, the "Investment"), all of which have been re-designated into Series C Shares. Following completion of the Investment, the Company owns a 35.47% interest in the voting securities of BPL. The foregoing description of the Secondary Sale SPA is qualified in its entirety by reference to the full text of the Secondary Sale SPA, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1* Share Purchase Deed, dated January 18, 2024, by and among the Company, Beckley Psytech Limited, and certain other persons set forth therein. 1 104 Cover Page Interactive Data File (embedded within the inline XBRL document). * Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. Certain personal information has been redacted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

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 23, 2024 By: /s/ Florian Brand Name: Florian Brand Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR