M&A - ATAI Life Sciences N.V.

Form Type: DEFA14A

Filing Date: 2025-07-02

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125024438

Filing Summary: ATAI Life Sciences N.V. filed a proxy statement detailing a proposed acquisition of Beckley Psytech Limited. The filing emphasizes the completion of Phase 2b trials for BPL-003, showcasing significant data and commitment from core shareholders, including a $50 million investment. The funding extends operational support into 2027 and prepares for Phase 3 trials. The document discusses forward-looking statements regarding the acquisition timing, approvals, operations of the combined entity, and potential financial synergies. It highlights potential risks associated with the transaction, including shareholder approval and satisfaction of the conditions for the acquisition. The communication also specifies it is not an offer or solicitation, and encourages investors to read the upcoming Registration Statement containing the proxy statement for further details.

Form Type: DEFA14A

Filing Date: 2025-07-02

Corporate Action: Merger

Type: Update

Accession Number: 000114036125024439

Filing Summary: ATAI Life Sciences N.V. released strong Phase 2b topline data for its drug BPL-003 (5-MeO-DMT), successfully meeting primary and key secondary endpoints, which demonstrated rapid and significant antidepressant effects from a single dose. Core shareholders, including the pharma company Ferring, contributed a total of USD 50 million, facilitating an update on the merger progress with Beckley Psytech. The BPL-003 study indicated that both 8 mg and 12 mg doses led to meaningful reductions in depressive symptoms, while also being well-tolerated with no serious drug-related adverse events. The study is noted for being the largest controlled study of 5-MeO-DMT, paving the way for the merger, which is contingent on meeting predefined success criteria. Furthermore, the document emphasizes the transformative potential of psychedelics in addressing global mental health challenges, articulating atai's commitment to maintaining an independent commercialization strategy for its psychedelic therapies, with Ferring's continued increase in stake validating confidence in atai's mission. Upcoming milestones are outlined, including further developments for BPL-003 and other candidates.

Form Type: 8-K

Filing Date: 2025-07-01

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125024290

Filing Summary: On July 1, 2025, ATAI Life Sciences N.V. entered into subscription agreements for PIPE Financing, allowing investors to purchase approximately 18,264,840 ordinary shares at a price of $2.19 per share, raising about $50 million. The funds will be used for general corporate purposes, including advancing clinical development. Notably, the company is set to acquire Beckley Psytech Limited through an agreement signed previously on June 2, 2025, which involves issuing 105,044,902 common shares to Beckley’s shareholders. The PIPE Financing is anticipated to close in Q3 2025, and proceeds are not designated for the Beckley acquisition. Additionally, Beckley Psytech announced positive results from a Phase IIb study of BPL-003 in treatment-resistant depression, supporting its progression to Phase III studies.

Form Type: DEFA14A

Filing Date: 2025-07-01

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125024291

Filing Summary: On July 1, 2025, ATAI Life Sciences N.V. entered into subscription agreements for PIPE financing, acquiring 18,264,840 ordinary shares at $2.19 each and issuing a pre-funded warrant for 4,566,210 shares. The financing aims to raise approximately $50 million to be utilized for corporate purposes and advancing clinical development. Notably, this report also highlights an acquisition of Beckley Psytech's shares, further integrating their psychedelic product development efforts. The acquisition is not conditioned upon the PIPE financing. The Company projects that post-financing capital will sustain operations through late 2027, assuming closing conditions are satisfied. The PIPE financing has participation from Apeiron Investment Group and several lead placement agents. Furthermore, positive topline results from Beckley Psytech's clinical study for treatment-resistant depression were announced, potentially influencing future product strategies.

Form Type: DEFA14A

Filing Date: 2025-06-18

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125022874

Filing Summary: ATAI Life Sciences N.V. recently announced the acquisition of Beckley Psytech, aiming to strengthen its pipeline of mental health treatments. The acquisition is positioned to simplify its developmental strategy with a focus on short-duration psychedelics and pro-cognitive therapeutics. Current pipeline candidates include BPL-003, VLS-01, RL-007, and EMP-01, targeting various mental health disorders such as treatment-resistant depression, substance use disorders, and social anxiety disorder. The company highlights the importance of its upcoming clinical trial data, particularly for BPL-003 and VLS-01, which are expected to read out in the near future. The document underlines the significance of these trials to validate the efficacy of their therapies and advance into Phase 3 trials. Moreover, ATAI emphasizes scalability in treatment delivery, aiming for patient acceptability and a transformative impact on mental health care.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-06-04

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025081778

Filing Summary: This document is Amendment No. 1 to the Schedule 13D filed by Apeiron Investment Group Ltd., Apeiron Presight Capital Fund II, L.P., Presight Capital Management I, L.L.C., Fabian Hansen, and Christian Angermayer regarding their ownership stakes in ATAI Life Sciences N.V. as of June 4, 2025. Collectively, these parties hold 46,521,717 Common Shares, representing approximately 22.1% of the voting rights. The amendment updates the previous Schedule 13D filed on February 24, 2025, and outlines agreements related to a recent acquisition involving ATAI Life Sciences. Specific agreements include a Voting Agreement outlining the responsibilities of Apeiron regarding shareholder approvals for the acquisition, a Shareholders Rights Agreement granting Apeiron rights to nominate directors based on their equity stake, and a Lock-Up Agreement restricting equity sales by Apeiron for a specified duration. Additionally, a Registration Rights Agreement is detailed that mandates ATAI Life Sciences facilitate the registration of shares for Apeiron, including responsibilities to assist with marketing efforts for resale of shares. Option grants for Mr. Angermayer related to continued service as a consultant and performance goals are described.

Form Type: DEFA14A

Filing Date: 2025-06-03

Corporate Action: Merger

Type: New

Accession Number: 000114036125021192

Filing Summary: ATAI Life Sciences N.V. is initiating a proposed merger with Beckley Psytech, which will enable both companies to unlock value for patients and shareholders through scalable psychedelic therapies. The merger is significant as it combines management teams from both firms, establishing a new board structure, including contributions from Beckley Psytech shareholders. The deal is structured as an all-stock combination, where non-ATAI Beckley shareholders will receive approximately 105 million newly issued shares of ATAI common stock, representing around 31% of the combined entity. The closing of the transaction is expected in the second half of 2025, contingent on necessary shareholder approvals. The document also outlines specific performance criteria linked to the merger, including successful results from a Phase 2b clinical trial of BPL-003, which is essential for finalizing the deal. Additional notes on drug safety and trial results emphasize the reduced adverse effects seen throughout the studies and the strong intellectual property surrounding their product candidates. The strategic advantages projected from the merger include an enhanced product pipeline and significant financial synergies that could emerge from the streamlined corporate structure. Governance changes and new leadership appointments from both companies further illustrate the commitment to successfully navigating this merger and advancing their shared objectives in mental health treatments.

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.