ATAI Life Sciences Files 8-K for Material Agreement

TL;DR

ATAI Life Sciences signed a big deal, filing an 8-K. Details TBD.

AI Summary

On October 23, 2025, ATAI Life Sciences N.V. entered into a material definitive agreement. The company also reported other events and filed financial statements and exhibits as part of this 8-K filing. The exact nature of the agreement and the financial details are not specified in the provided text.

Why It Matters

This filing indicates a significant new agreement for ATAI Life Sciences, which could impact its business operations and financial future.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications, but the lack of specific details necessitates a medium risk assessment.

Key Numbers

• 001-40493 — Commission File Number (Identifies the SEC filing for ATAI Life Sciences N.V.)

Key Players & Entities

• ATAI Life Sciences N.V. (company) — Registrant
• October 23, 2025 (date) — Date of earliest event reported
• Prof. J.H. Bavincklaan 7 (address) — Principal executive offices
• Amstelveen (location) — City of principal executive offices
• The Netherlands (location) — Country of incorporation and principal executive offices

FAQ

Key Financial Figures

• $6,780,500 — saction Costs or Carve-out Costs, up to $6,780,500 in the aggregate, shall instead be sett

Filing Documents

• ny20057479x1_8k.htm (8-K) — 58KB
• ny20057479x1_ex2-1.htm (EX-2.1) — 45KB
• 0001140361-25-039317.txt ( ) — 241KB
• atai-20251023.xsd (EX-101.SCH) — 4KB
• atai-20251023_lab.xml (EX-101.LAB) — 21KB
• atai-20251023_pre.xml (EX-101.PRE) — 16KB
• ny20057479x1_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry Into a Material Definitive Agreement Amendment to Share Purchase Agreement On October 23, 2025, ATAI Life Sciences N.V., a Dutch public company with limited liability (the "Company" or "atai"), entered into a Side Letter Deed to the Share Purchase Agreement (the "SPA Amendment") to the previously announced Share Purchase Agreement, dated June 2, 2025 (as amended, the "Share Purchase Agreement"), with Beckley Psytech Limited ("Beckley Psytech"), a company incorporated in England and Wales, and certain other parties thereto. The SPA Amendment provides that the number of ordinary shares of atai, nominal value EUR 0.10 per share ("atai Shares"), to be issued to shareholders of Beckley Psytech pursuant to the Share Purchase Agreement will be reduced on a pro-rata basis by an aggregate of 1,221,712 atai Shares, with a total of 103,823,190 atai Shares to now be distributed to shareholders of Beckley Psytech or to underlie Replacement Awards issued to certain Beckley Psytech optionholders. The SPA Amendment also provides that 900,901 atai Shares will be issued to Cantor Fitzgerald & Co ("CF&CO") in connection with services rendered as financial advisor to Beckley Psytech. The atai Shares received by CF&CO will not be subject to any lock-up restrictions and will be registered for resale on a prospectus supplement to be filed by atai immediately following the closing of the transaction. The SPA Amendment further provides, in addition to the revisions described above, additional changes to the "Permitted Costs" definition to adjust the amount of permitted leakage and to include as a "Permitted Cost" certain payments to be made pursuant to a fee reduction amendment agreement between Beckley Psytech and CF&CO. The foregoing description of the SPA Amendment does not purport to be complete and is qualified in its entirety by the full text of the SPA Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated by reference herein.

01

Item 8.01. Other Events. This Item 8.01 sets forth certain additional information relating to the Acquisition in addition to certain reminders relating to the Extraordinary General Meeting. As previously disclosed in the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 24, 2025 (the "Definitive Proxy Statement"), registered shareholders of atai as of the record date of October 7, 2025, as well as holders of atai Shares in "street name" as of October 7, 2025 who have obtained a "legal proxy" or "instrument of proxy" from their broker, bank or other holder of record, and who wish to attend, either virtually or in person, and, if relevant, vote during the Extraordinary General Meeting, must notify atai of their identity and intention to attend the Extraordinary General Meeting by e-mail (addressed to shareholdermeeting@atai.com) or in writing (addressed to atai Life Sciences N.V., Corporate Secretary, Prof. J.H. Bavincklaan 7, 1183 AT Amstelveen, the Netherlands) no later than 5:00 p.m. (Central European Time) on October 31, 2025. Holders of atai Shares who have not complied with this requirement may be refused attendance, and may therefore be unable to vote, at the Extraordinary General Meeting. SUPPLEMENTAL DISCLOSURE This Item 8.01 should be read in conjunction with the Definitive Proxy Statement, which you are urged to read in its entirety. To the extent that information in this Supplement differs from or updates information contained in the Definitive Proxy Statement, the information in this Supplement shall supersede or supplement the information in the Definitive Proxy Statement. Paragraph and page references used herein refer to the Definitive Proxy Statement before any additions or deletions resulting from this Supplement. Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Definitive Proxy Statement. Unless stated otherwise, new text is

Forward-looking Statements

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, as amended. 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, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "anticipate," "initiate," "could," "would," "project," "plan," "potentially," "preliminary," "likely," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements include express or implied statements relating to, among other things: expectations regarding the closing of the acquisition of Beckley Psytech Limited or the redomiciliation transaction (the "Proposed Transactions"), including timing, terms and approvals as well as expectations regarding operations of the combined company. Forward-looking statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation, (i) the Proposed Transactions may not be completed in a timely manner or at all, including the risk that any required shareholder approvals are not obtained; (ii) the failure to realize the anticipated benefits of the Proposed Transactions; (iii) the possibility that any or all of the various conditions to the consummation of the Proposed Transactions may not be satisfied or, in the case of the acquisition of Beckley Psytech, waived; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the share purchase agreement; (v) the effects of the redomiciliation transact

01

Item 9.01 . Finan cial Statements and Exhibits (d) Exhibits EXHIBIT NO. DESCRIPTION 2.1 Side Letter Deed to SPA, dated as of October 23, 2025, by and between the Company and the Seller Representative 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ATAI LIFE SCIENCES N.V. By: /s/ Srinivas Rao Name: Srinivas Rao Title: Chief Executive Officer Date: October 24, 2025

View Full Filing

View this 8-K filing on SEC EDGAR