M&A - ATAI Life Sciences N.V.

Form Type: 8-K

Filing Date: 2025-06-02

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125021024

Filing Summary: On June 2, 2025, ATAI Life Sciences N.V. announced it entered into a share purchase agreement (SPA) to acquire Beckley Psytech Limited by issuing 105,044,902 ordinary shares to Beckley Psytech's shareholders. This transaction is part of a significant strategic move for ATAI, which had previously invested in Beckley Psytech in January 2024. Concurrently, ATAI entered into subscription agreements for a private investment in public equity (PIPE) financing, raising approximately $30 million from various investors, which will not be used to finance the acquisition. The SPA includes provisions for shareholder approval, with specific conditions and contingencies, including options for Beckley Psytech shareholders and management team to receive shares in lieu of options at closing. Closing is subject to the approval of shareholders within six months and the satisfaction of several customary closing conditions. Additionally, ATAI has entered into voting and rights agreements with key stakeholders to support the acquisition and related matters. The acquisition will enhance ATAI's position in the psychedelic mental health therapeutics market, aiming for significant operational synergies and development of innovative product candidates.

Form Type: DEFA14A

Filing Date: 2025-06-02

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125021132

Filing Summary: On June 2, 2025, ATAI Life Sciences N.V. announced the execution of a share purchase agreement (SPA) to acquire Beckley Psytech Limited. The agreement entails ATAI acquiring the entire share capital of Beckley Psytech not already owned, in exchange for 105,044,902 ordinary shares of ATAI. Concurrently, ATAI will engage in a PIPE Financing, selling 9,993,341 Common Shares at $1.84 each and an additional 6,311,006 shares via a pre-funded warrant, raising approximately $30 million. The Acquisition is contingent on shareholder approval by a defined Longstop Date and includes provisions for the treatment of Beckley Psytech's option holders. The transaction is significant as it expands ATAI's portfolio in the psychedelic medicine sector, specifically regarding compounds targeting treatment-resistant depression and substance use disorders. The SPA outlines terms for closing, including drag-along provisions for Beckley Psytech shareholders not originally part of the SPA, as well as termination rights and covenants related to the business operations between signing and closing.

Form Type: DEFA14A

Filing Date: 2025-06-02

Corporate Action: Merger

Type: New

Accession Number: 000114036125021134

Filing Summary: ATAI Life Sciences N.V. announced a strategic business combination with Beckley Psytech, which involves an all-stock transaction where Beckley Psytech shareholders will receive 105 million shares of Atai, representing approximately 34% of the new pro forma company. The combined entity aims to leverage a focused pipeline of psychedelic products and experienced management to unlock value for patients and shareholders. The merger is contingent upon achieving predefined success criteria related to an upcoming Phase IIb trial and is expected to close in the second half of 2025, pending standard approvals. The new company will be led by Atai's current CEO, with key executive roles filled by members from both organizations. The merger is anticipated to enhance the collective capabilities in developing psychedelic treatments for mental health conditions, backed by a strong IP portfolio and strategic focus on commercialization for unmet medical needs.

Form Type: DEFA14A

Filing Date: 2025-06-02

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125021152

Filing Summary: ATAI Life Sciences N.V. announced a significant business combination with Beckley Psytech, effectively acquiring the remaining two-thirds of Beckley Psytech shares, positioning atai to fully own Beckley and use the name 'atai Beckley' following the transaction's closure. This acquisition follows an earlier strategic investment by atai in January 2024, granting atai a one-third ownership stake in Beckley. Under the agreement, Beckley shareholders will receive approximately 105 million newly issued atai shares, representing about 31% of the combined company. The acquisition focuses on Beckley’s lead compound, BPL-003, a patent-protected formulation of 5-MeO-DMT, which has shown promising results in prior studies. Phase 2b data for BPL-003 is expected mid-2025. The acquisition aligns with atai's evolution into a fully operational biotech company, with a vision to consolidate medically viable psychedelics under one umbrella. This move is supported by recent political backing for psychedelic therapies, and strategic investments from partners like Ferring Ventures and Adage Capital, further bolstering atai's market position and operational capacity.