ATAI Life Sciences Announces Director Changes and Officer Compensation Updates

TL;DR

ATAI board shakeup: Rao out, Roth in. Officer pay changes too.

AI Summary

On January 7, 2025, ATAI Life Sciences N.V. reported a departure of a director, Dr. Srinivas Rao, and the election of a new director, Dr. Jonathan Roth. The company also announced changes to its compensatory arrangements for certain officers. These events are detailed in their Form 8-K filing.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Director departures and changes in officer compensation can indicate internal shifts that may affect company direction or stability.

Key Players & Entities

• ATAI Life Sciences N.V. (company) — Registrant
• Dr. Srinivas Rao (person) — Departing Director
• Dr. Jonathan Roth (person) — Newly Elected Director
• January 7, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $629,200 — is entitled to an annual base salary of $629,200, an annual discretionary bonus award ta
• $440,000 — led to an initial annual base salary of $440,000, an annual discretionary bonus award ta
• $75,000 — led to a one-time cash sign-on bonus of $75,000, which sign-on bonus is only earned if

Filing Documents

• ef20040004_8k.htm (8-K) — 46KB
• ef20040004_ex10-1.htm (EX-10.1) — 181KB
• ef20040004_ex10-2.htm (EX-10.2) — 170KB
• ef20040004_ex99-1.htm (EX-99.1) — 19KB
• image01.jpg (GRAPHIC) — 2KB
• image02.jpg (GRAPHIC) — 2KB
• image00003.jpg (GRAPHIC) — 3KB
• 0001140361-25-000708.txt ( ) — 645KB
• atai-20250107.xsd (EX-101.SCH) — 4KB
• atai-20250107_lab.xml (EX-101.LAB) — 22KB
• atai-20250107_pre.xml (EX-101.PRE) — 16KB
• ef20040004_8k_htm.xml (XML) — 4KB

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Second Amended and Restated Employment Agreement with Dr. Srinivas Rao As previously announced in a Current Report on Form 8-K, which was filed by atai Life Sciences N.V. (the "Company") on May 15, 2024, Florian Brand stepped down as Co-Chief Executive Officer and member of the Company's management board as of December 31, 2024. Dr. Srinivas Rao will serve as the Company's sole Chief Executive Officer and principal executive officer, effective January 1, 2025. On January 8, 2025, Dr. Rao entered into the Second Amended and Restated Employment Agreement with atai Life Sciences US, Inc., a subsidiary of the Company ("ATAI US"), effective January 1, 2025 (the "Rao Employment Agreement"), which Rao Employment Agreement supersedes Dr. Rao's prior employment agreement with ATAI US. Pursuant to the Rao Employment Agreement, Dr. Rao is entitled to an annual base salary of $629,200, an annual discretionary bonus award targeted at 55% of his then-current base salary and certain tax equalization payments and tax return preparation assistance in the event Dr. Rao receives payments or benefits from the Company or ATAI US that become taxable outside of the U.S. solely due to the requirement that Dr. Rao be located outside the U.S. for any period. Pursuant to the Rao Employment Agreement, on January 7, 2025, Dr. Rao was granted an option (the "Option") to purchase 2,340,000 common shares of the Company at an exercise price per share equal to the fair market value of the Company's common shares on the date of grant. The Option will vest in accordance with the Company's standard four-year vesting schedule, subject to Dr. Rao's continued service through each applicable vesting date. The Rao Employment Agreement further provides that if ATAI US terminates Dr. Rao's employment without "cause" or he resigns for "good reason," s

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Item 7.01 Regulation FD Disclosure On January 10, 2025, the Company issued a press release announcing the appointment of Gerd Kochendoerfer as Chief Operating Officer and other leadership, program and corporate updates. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference. The information contained under Item 7.01 of this Form 8-K (including Exhibit 99.1), 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Employment Agreement between Dr. Srinivas Rao and ATAI Life Sciences US, Inc., dated January 8, 2025. 10.2 Employment Agreement between Dr. Gerd Kochendoerfer and ATAI Life Sciences US, Inc., dated November 11, 2024. 99.1* Press Release, dated January 10, 2025. 104 Cover Page Interactive Data File (embedded within the inline XBRL document). * Furnished herewith.

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 10, 2025 By: /s/ Anne Johnson Name: Anne Johnson Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR