ATAI Life Sciences N.V. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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,” subject to his timely executing a release of claims and his continued compliance with certain covenants, he is entitled to receive (i) base salary continuation for a period of 12 months; (ii) payment for any earned but unpaid annual bonus for the year prior to the year of termination; and (iii) reimbursement for continued health coverage pursuant to COBRA for up to 12 months following termination. If such a termination of employment occurs on or within 12 months following a “change in control” (as defined in the Rao Employment Agreement), then, in lieu of the severance payments and benefits described above, subject to his timely executing a release of claims and his continued compliance with certain covenants, Dr. Rao is entitled to receive (i) a lump-sum payment equal to 18 months of his annual base salary and 1.5 times his target annual bonus for the year of termination; (ii) payment for any earned but unpaid annual bonus for the year prior to the year of termination; (iii) reimbursement for continued health coverage pursuant to COBRA for up to 18 months following termination; and (iv) subject to approval by the supervisory board (the “Board”), accelerated vesting of all unvested equity or equity-based awards that vest solely based on the passage of time, with any such awards that vest based on the attainment of performance-vesting conditions being governed by the terms of the applicable award agreement, and the time period that Dr. Rao may have to exercise any unvested stock options may be extended until the first to occur of (a) 12 months following termination and (b) the expiration of the remaining term of the applicable option.

Pursuant to the Rao Employment Agreement, Dr. Rao has agreed to refrain from soliciting our employees, consultants and clients while employed and following his termination of employment for any reason for a period of 12 months.

The foregoing summaries of the Rao Employment Agreement and the Kochendoerfer Employment Agreement are not complete and each is qualified in its entirety by reference to the Rao Employment Agreement and the Kochendoerfer Employment Agreement, filed herewith as Exhibits 10.1 and 10.2, respectively, and each of the Rao Employment Agreement and the Kochendoerfer Employment Agreement is incorporated by reference herein.