SEC Form S-3ASR filed by ATAI Life Sciences N.V.
The Netherlands (State or other jurisdiction of incorporation or organization) | Not Applicable (I.R.S. Employer Identification Number) | ||
Copies to: | ||||||
Nathan Ajiashvili Kaj Nielsen Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 +1 212 906 1200 | Ryan Barrett General Counsel ATAI Life Sciences N.V. Prof. J.H. Bavincklaan 7 1183 AT Amstelveen The Netherlands | Paul van der Bijl NautaDutilh N.V. Beethovenstraat 400 1082 PR Amsterdam The Netherlands +31 20 717 1735 | ||||
Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | ||||||
Emerging growth company | ☒ | ||||||||

• | Our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 17, 2025. |
• | The information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 21, 2025. |
• | Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, and June 30, 2025, filed with the SEC on May 14, 2025 and on August 14, 2025, respectively. |
• | Our Current Reports on Form 8-K filed with the SEC on January 10, 2025, January 24, 2025, February 13, 2025, April 30, 2025, May 8, 2025, May 21, 2025, June 2, 2025, July 1, 2025, September 23, 2025 and September 29, 2025. |
• | The description of our Share Capital contained in our Registration Statement on Form 8-A, filed with the SEC on June 14, 2021 and any amendment or report filed with the SEC for the purpose of updating the description. |
• | each holder of common shares is entitled to one vote per share on all matters to be voted on by shareholders generally, including the appointment of directors; |
• | there are no cumulative voting rights; |
• | the holders of our common shares are entitled to dividends and other distributions as may be declared from time to time by us out of funds legally available for that purpose, if any; |
• | upon our liquidation and dissolution, the holders of common shares will be entitled to share ratably in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities; and |
• | the holders of our ordinary shares have pre-emption rights in case of share issuances or the grant of rights to subscribe for shares, except if such rights are limited or excluded by the corporate body authorized to do so and except in such cases as provided by Dutch law and our articles of association. |
• | to worldwide develop biotech companies by utilizing a decentralized, technology and data-driven platform model to serve millions of people suffering from mental illness; |
• | to acquire and efficiently develop innovative treatments that meet significant unmet medical needs and that lead to paradigm shifts in the field of mental health; |
• | to incorporate, to participate in, to finance, to hold any other interest in and to conduct the management or supervision of other entities, companies, partnerships and businesses; |
• | to acquire, to manage, to invest, to exploit, to encumber and to dispose of assets and liabilities; |
• | to furnish guarantees, to provide security, to warrant performance in any other way and to assume liability, whether jointly and severally or otherwise, in respect of obligations of Group Companies or other parties; and |
• | to do anything which, in the widest sense, is connected with or may be conducive to the objects described above. |
• | if a competent court or arbitral tribunal has established, without having (or no longer having) the possibility for appeal, that the acts or omissions of such indemnified person that led to the financial losses, damages, expenses, suit, claim, action or legal proceedings as described above are of an unlawful nature (including acts or omissions which are considered to constitute malice, gross negligence, intentional recklessness and/or serious culpability attributable to such indemnified person); |
• | to the extent that his or her financial losses, damages and expenses are covered under insurance and the relevant insurer has settled, or has provided reimbursement for, these financial losses, damages and expenses (or has irrevocably undertaken to do so); |
• | in relation to proceedings brought by such indemnified person against our company, except for proceedings brought to enforce indemnification to which he or she is entitled pursuant to our articles of association, pursuant to an agreement between such indemnified person and our company which has been approved by our board of directors or pursuant to insurance taken out by our company for the benefit of such indemnified person; and |
• | for any financial losses, damages or expenses incurred in connection with a settlement of any proceedings effected without our prior consent. |
• | our board of directors, in light of the circumstances at hand when the cooling-off period was invoked, could not reasonably have concluded that the relevant proposal or hostile offer constituted a material conflict with the interests of our company and its business; |
• | our board of directors cannot reasonably believe that a continuation of the cooling-off period would contribute to careful policy-making; or |
• | other defensive measures, having the same purpose, nature and scope as the cooling-off period, have been activated during the cooling-off period and have not since been terminated or suspended within a reasonable period at the relevant shareholders’ request (i.e., no ‘stacking’ of defensive measures). |
• | the title and ranking of the debt securities (including the terms of any subordination provisions); |
• | the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities; |
• | any limit on the aggregate principal amount of the debt securities; |
• | the date or dates on which the principal of the securities of the series is payable; |
• | the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date; |
• | the place or places where principal of, and interest, if any, on the debt securities will be payable (and the method of such payment), where the securities of such series may be surrendered for registration of transfer or exchange, and where notices and demands to us in respect of the debt securities may be delivered; |
• | the period or periods within which, the price or prices at which and the terms and conditions upon which we may redeem the debt securities; |
• | any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities and the period or periods within which, the price or prices at which and in the terms and conditions upon which securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; |
• | the dates on which and the price or prices at which we will repurchase debt securities at the option of the holders of debt securities and other detailed terms and provisions of these repurchase obligations; |
• | the denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof; |
• | whether the debt securities will be issued in the form of certificated debt securities or global debt securities; |
• | the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount; |
• | the currency of denomination of the debt securities, which may be United States Dollars or any foreign currency, and if such currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency; |
• | the designation of the currency, currencies or currency units in which payment of principal of, premium and interest on the debt securities will be made; |
• | if payments of principal of, premium or interest on the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined; |
• | the manner in which the amounts of payment of principal of, premium, if any, or interest on the debt securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index; |
• | any provisions relating to any security provided for the debt securities; |
• | any addition to, deletion of or change in the Events of Default described in this prospectus or in the indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities; |
• | any addition to, deletion of or change in the covenants described in this prospectus or in the indenture with respect to the debt securities; |
• | any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities; |
• | the provisions, if any, relating to conversion or exchange of any debt securities of such series, including if applicable, the conversion or exchange price and period, provisions as to whether conversion or exchange will be mandatory, the events requiring an adjustment of the conversion or exchange price and provisions affecting conversion or exchange; |
• | any other terms of the debt securities, which may supplement, modify or delete any provision of the indenture as it applies to that series, including any terms that may be required under applicable law or regulations or advisable in connection with the marketing of the securities; and |
• | whether any of our direct or indirect subsidiaries will guarantee the debt securities of that series, including the terms of subordination, if any, of such guarantees. (Section 2.2) |
• | we are the surviving entity or the successor person (if other than atai) is a corporation, partnership, trust or other entity organized and validly existing under the laws of the Netherlands and expressly assumes our obligations on the debt securities and under the indenture; and |
• | immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and be continuing. |
• | default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited by us with the trustee or with a paying agent prior to the expiration of the 30-day period); |
• | default in the payment of principal of any security of that series at its maturity; |
• | default in the performance or breach of any other covenant or warranty by us in the indenture (other than a covenant or warranty that has been included in the indenture solely for the benefit of a series of debt securities other than that series), which default continues uncured for a period of 60 days after we receive written notice from the trustee or atai and the trustee receive written notice from the holders of not less than 25% in principal amount of the outstanding debt securities of that series as provided in the indenture; |
• | certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of atai; or |
• | any other Event of Default provided with respect to debt securities of that series that is described in the applicable prospectus supplement. (Section 6.1) |
• | that holder has previously given to the trustee written notice of a continuing Event of Default with respect to debt securities of that series; and |
• | the holders of not less than 25% in principal amount of the outstanding debt securities of that series have made written request, and offered indemnity or security satisfactory to the trustee, to the trustee to institute the proceeding as trustee, and the trustee has not received from the holders of not less than a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with that request and has failed to institute the proceeding within 60 days. (Section 6.7) |
• | to cure any ambiguity, defect or inconsistency; |
• | to comply with covenants in the indenture described above under the heading “Consolidation, Merger and Sale of Assets”; |
• | to provide for uncertificated securities in addition to or in place of certificated securities; |
• | to add guarantees with respect to debt securities of any series or secure debt securities of any series; |
• | to surrender any of our rights or powers under the indenture; |
• | to add covenants or events of default for the benefit of the holders of debt securities of any series; |
• | to comply with the applicable procedures of the applicable depositary; |
• | to make any change that does not adversely affect the rights of any holder of debt securities; |
• | to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the indenture; |
• | to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide for or facilitate administration by more than one trustee; or |
• | to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act. (Section 9.1) |
• | reduce the principal amount of debt securities whose holders must consent to an amendment, supplement or waiver; |
• | reduce the rate of or extend the time for payment of interest (including default interest) on any debt security; |
• | reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities; |
• | reduce the principal amount of discount securities payable upon acceleration of maturity; |
• | waive a default in the payment of the principal of, premium or interest on any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration); |
• | make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security; |
• | make any change to certain provisions of the indenture relating to, among other things, the right of holders of debt securities to receive payment of the principal of, premium and interest on those debt securities and to institute suit for the enforcement of any such payment and to waivers or amendments; or |
• | waive a redemption payment with respect to any debt security, provided that such redemption is made at our option. (Section 9.3) |
• | we may omit to comply with the covenant described under the heading “Consolidation, Merger and Sale of Assets” and certain other covenants set forth in the indenture, as well as any additional covenants which may be set forth in the applicable prospectus supplement; and |
• | any omission to comply with those covenants will not constitute a Default or an Event of Default with respect to the debt securities of that series (“covenant defeasance”). |
• | depositing with the trustee money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities; and |
• | delivering to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred. (Section 8.4) |
• | the number of common shares purchasable upon the exercise of warrants to purchase such shares and the price at which such number of common shares may be purchased upon such exercise; |
• | the principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants, which may be payable in cash, securities or other property; |
• | the date, if any, on and after which the warrants and the related debt securities or common shares will be separately transferable; |
• | the terms of any rights to redeem or call the warrants; |
• | the date on which the right to exercise the warrants will commence and the date on which the right will expire; |
• | United States Federal income tax consequences applicable to the warrants; and |
• | any additional terms of the warrants, including terms, procedures, and limitations relating to the exchange, exercise and settlement of the warrants. |
• | to vote, consent or receive dividends, if any, or payments upon our liquidation or dissolution; |
• | receive notice as shareholders with respect to any general meeting for the appointment of our directors or any other matter; or |
• | exercise any rights as shareholders of atai. |
• | the title of the series of units; |
• | identification and description of the separate constituent securities comprising the units; |
• | the price or prices at which the units will be issued; |
• | the date, if any, on and after which the constituent securities comprising the units will be separately transferable; |
• | a discussion of certain United States federal income tax considerations applicable to the units; and |
• | any other terms of the units and their constituent securities. |
• | a limited-purpose trust company organized under the New York Banking Law; |
• | a “banking organization” within the meaning of the New York Banking Law; |
• | a member of the Federal Reserve System; |
• | a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and |
• | a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. |
• | DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing such series of securities or if DTC ceases to be a clearing agency registered under the Exchange Act at a time when it is required to be registered and a successor depositary is not appointed within 90 days of the notification to us or of our becoming aware of DTC’s ceasing to be so registered, as the case may be; |
• | we determine, in our sole discretion, not to have such securities represented by one or more global securities; or |
• | an Event of Default has occurred and is continuing with respect to such series of securities, |
Prior to this Prospectus | Maximum Number of Common Shares Subject to Resale Pursuant to this Prospectus | After Resale of All Common Shares Subject to Resale Pursuant to this Prospectus | |||||||||||||
Selling Securityholders | Number | % | Number | Number | % | ||||||||||
Apeiron Investment Group Ltd.(1) | 55,211,716 | 23.62% | 11,042,999(2) | 44,168,717 | 18.70% | ||||||||||
Adage Capital Partners LP(3) | 5,434,782 | 2.32% | 5,434,782 | — | — | ||||||||||
ADAR1 Partners, LP(4) | 782,648 | 0.33% | 782,648 | — | — | ||||||||||
Ally Bridge MedAlpha Master Fund L.P.(5) | 2,283,105 | 0.98% | 2,283,105 | — | — | ||||||||||
Ferring Ventures S.A.(6) | 15,503,775 | 4.99% | 15,435,775 | 68,000 | 0.03% | ||||||||||
Galaxy Group Funding ECI U LLC(7) | 913,242 | 0.39% | 913,242 | — | — | ||||||||||
Hypothalmus Ltd(8) | 4,566,210 | 1.95% | 4,566,210 | — | — | ||||||||||
Seligman Healthcare Spectrum (Master) Fund(9) | 913,242 | 0.39% | 913,242 | — | — | ||||||||||
Spearhead Insurance Solutions IDF, LLC - Series ADAR1(10) | 130,594 | 0.06% | 130,594 | — | — | ||||||||||
Wilde Ventures GmbH(11) | 3,818,704 | 1.63% | 3,818,704 | — | — | ||||||||||
(1) | Based solely on the Schedule 13D/A jointly filed with the SEC on August 18, 2025 by Apeiron Investment Group Ltd. (“Apeiron”), Apeiron Presight Capital Fund II, L.P. (“Presight II”), Presight Capital Management I, L.L.C. (“Presight Management”), Fabien Hansen and Christian Angermayer. As of August 14, 2025, Apeiron and Mr. Angermayer reported shared voting and dispositive power over 55,211,716 common shares, and Presight II and Fabian Hansen reported shared voting and dispositive power over 1,799,302 common shares. Presight II is the record holder of 1,799,302 common shares. Apeiron and Mr. Hansen are the managing members of Presight Management, which is the general partner of Presight II. As a result, each of Apeiron, Mr. Hansen and Presight Management may be deemed to share beneficial ownership of the securities held by Presight II. Apeiron is the record holder of 51,045,214 common shares and may be deemed to own an additional 2,367,200 common shares underlying convertible notes. Mr. Angermayer is the majority shareholder of Apeiron and may be deemed to share beneficial ownership of the securities beneficially owned by Apeiron. The principal business address for Apeiron, and Mr. Angermayer is 66 & 67, Amery Street, SLM1707, Sliema, Malta. The principal business address for Presight II, Presight Management and Mr. Hansen is 440 N Barranca Ave #3391 Covina, California 91723. |
(2) | Consists of (i) 8,675,799 common shares acquired pursuant to one of the Subsequent Subscription Agreements and (ii) 2,367,200 shares issuable upon the conversion of 147,950 convertible notes. |
(3) | Consists of 5,434,782 common shares held by Adage Capital Partners LP (“Adage”), whose principal offices are located at 200 Clarendon Street, Boston Massachusetts, 02116. Bob Atchinson and Phillip Gross are the managing members of Adage Capital Advisors, L.L.C., which is the managing member of Adage Capital Partners GP, L.L.C., which is the general partner of Adage, and each such person or entity, as the case may be, has shared voting and/or investment power over the securities held by Adage and may be deemed the beneficial owner of such shares, and each such person or entity, as the case may be, disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. |
(4) | Consists of 782,648 common shares held by ADAR1 Partners, LP, whose principal offices are located at 3503 Wild Cherry Drive, Building 9, Austin, Texas 78738. |
(5) | Consists of 2,283,105 common shares held by Ally Bridge MedAlpha Master Fund L.P. (“MedAlpha”). Mr. Fan Yu is the sole shareholder of ABG Management Ltd., which is the sole member of Ally Bridge Group (NY) LLC, which manages investments of MedAlpha. As such, each of the foregoing entities and Mr. Fan Yu may be deemed to share beneficial ownership of the shares held by MedAlpha. Each of them disclaims any such beneficial ownership. The address of the above person and entities is 430 Park Avenue, 12th Floor, New York, NY 10022. |
(6) | Consists of (i) 4,626,559 common shares, which is inclusive of 4,558,559 common shares acquired pursuant to one of the Initial Subscription Agreements, and (ii) 10,877,216 common shares issuable upon the exercise of pre-funded warrants, which are exercisable subject to a beneficial ownership limitation that provides such warrants may only be exercised to the extent that immediately following such exercise the holder will not beneficially own more than 4.99% of the outstanding common shares. Each of the common shares and pre-funded warrants are held by Ferring Ventures S.A., whose principal offices are located at Chemin de la Vergognausaz 50, 1162 St-Prex, Switzerland. |
(7) | Consists of 913,242 common shares held by Galaxy Group Funding ECI U LLC, whose principal offices are located at 107 Grand St, 6th Floor, New York, New York 10013. |
(8) | Consists of 4,566,210 common shares held by Hypothalmus Ltd, whose principal offices are located at Binzemühlestrasse 80, CH-8050 Zürich, Switzerland. |
(9) | Consists of 913,242 common shares held by Seligman Healthcare Spectrum (Master) Fund, whose principal offices are located at 290 Congress Street, Boston, Massachusetts 02210. |
(10) | Consists of 130,594 common shares held by Spearhead Insurance Solutions IDF, LLC - Series ADAR1, whose principal offices are at 3503 Wild Cherry Drive, Building 9, Austin, Texas 78738. |
(11) | Consists of 3,818,704 common shares issued upon the conversion on September 11, 2025 of 238,669 convertible notes held by Wilde Ventures GmbH, whose principal offices are located at In der Rehwiese 3, 40629 Düsseldorf, Federal Republic of Germany. |
• | on any national securities exchange on which our common shares may be listed at the time of sale, including the Nasdaq Global Market (including through “at-the-market” offerings); |
• | in the over-the-counter market; |
• | in privately negotiated transactions; |
• | through broker-dealers, who may act as agents or principals; |
• | through one or more underwriters on a firm commitment or best-efforts basis; |
• | in a block trade in which a broker-dealer may attempt to sell a block of common shares as agent or may position and resell all or a portion of the block as principal to facilitate the transaction; |
• | through put or call option transactions relating to our common shares; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise, and/or the settlement of margin transactions; |
• | directly to one or more purchasers; |
• | through agents; |
• | through loans or pledges of our common shares, including to a broker-dealer or an affiliate thereof; or |
• | through a combination of any of these methods of sale or by any other legally available means. |
• | purchases of our common shares by a broker-dealer as principal and resales of our common shares by the broker-dealer for its account pursuant to this prospectus; |
• | ordinary brokerage transactions; or |
• | transactions in which the broker/dealer solicits purchasers on a best efforts basis. |
Item 14. | Other Expenses of Issuance and Distribution |
SEC registration fee for common shares offered by the selling securityholders identified herein | $11,914.09 | ||
SEC registration fee | $(1) | ||
FINRA filing fee | $(2) | ||
Printing expenses | $(2) | ||
Legal fees and expenses | $(2) | ||
Accounting fees and expenses | $(2) | ||
Blue Sky, qualification fees and expenses | $(2) | ||
Transfer agent fees and expenses | $(2) | ||
Trustee fees and expenses | $(2) | ||
Depositary fees and expenses | $(2) | ||
Warrant agent fees and expenses | $(2) | ||
Miscellaneous | $ (2) | ||
Total | $ (2) | ||
(1) | Pursuant to Rules 456(b) and 457(r) under the Securities Act, the SEC registration fee will be paid at the time of any particular offering of securities under the registration statement, and is therefore not currently determinable. |
(2) | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time. |
Item 15. | Indemnification of Directors and Officers |
• | if a competent court or arbitral tribunal has established, without having (or no longer having) the possibility for appeal, that the acts or omissions of such indemnified person that led to the financial losses, damages, expenses, suit, claim, action or legal proceedings as described above are of an unlawful nature (including acts or omissions which are considered to constitute malice, gross negligence, intentional recklessness and/or serious culpability attributable to such indemnified person); |
• | to the extent that his or her financial losses, damages and expenses are covered under insurance and the relevant insurer has settled, or has provided reimbursement for, these financial losses, damages and expenses (or has irrevocably undertaken to do so); |
• | in relation to proceedings brought by such indemnified person against our company, except for proceedings brought to enforce indemnification to which he is entitled pursuant to our articles of association, pursuant to an agreement between such indemnified person and our company which has been approved by our board of directors or pursuant to insurance taken out by our company for the benefit of such indemnified person; and |
• | for any financial losses, damages or expenses incurred in connection with a settlement of any proceedings effected without our prior consent. |
Item 16. | Exhibits |
Exhibit Number | Description | ||
Articles of Association of ATAI Life Sciences N.V. (translated into English), currently in effect (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed by ATAI Life Sciences N.V. on August 14, 2025). | |||
Form of Indenture. | |||
4.2* | Form of Note. | ||
4.3* | Form of Warrant. | ||
4.4* | Form of Warrant Agreement. | ||
4.5* | Form of Unit Agreement. | ||
Registration Rights Agreement, dated as of June 2, 2025, among ATAI Life Sciences N.V., Apeiron and the Initial PIPE Investors (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed by ATAI Life Sciences N.V. on June 2, 2025). | |||
4.7§ | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed by ATAI Life Sciences N.V. on June 2, 2025). | ||
Registration Rights Agreement, dated as of July 1, 2025, among ATAI Life Sciences N.V. and the Subsequent PIPE Investors (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by ATAI Life Sciences N.V. on July 1, 2025). | |||
4.9§ | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by ATAI Life Sciences N.V. on July 1, 2025). | ||
Opinion of NautaDutilh N.V., Dutch counsel of the registrant, as to the validity of the common shares. | |||
Opinion of Latham & Watkins LLP, U.S. counsel of the registrant, as to the validity of the debt securities, warrants and units. | |||
Consent of NautaDutilh N.V., Dutch counsel of the registrant (included in Exhibit 5.1). | |||
Consent of Latham & Watkins LLP, U.S. counsel of the registrant (included in Exhibit 5.2). | |||
Consent of Deloitte & Touche LLP, an independent registered public accounting firm. | |||
Consent of PricewaterhouseCoopers LLP, independent auditors. | |||
Powers of Attorney (incorporated by reference to the signature page hereto). | |||
25.1** | Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended. | ||
Filing Fee Table. | |||
* | To be filed by amendment or incorporated by reference in connection with the offering of the securities. |
** | To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939, as amended. |
+ | Certain of the schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the SEC upon request. |
§ | Certain portions of this exhibit (indicated by “[***]”) have been redacted pursuant to Regulation S-K, Item 601(a)(6). |
Item 17. | Undertakings |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(5) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(6) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communications that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(h) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
(j) | The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (the “Act”) in accordance with the rules and regulations prescribed by the SEC under section 305(b)(2) of the Act. |
ATAI LIFE SCIENCES N.V. | ||||||
By: | /s/ Srinivas Rao | |||||
Srinivas Rao | ||||||
Chief Executive Officer | ||||||
Signature | Title | Date | ||||
/s/ Srinivas Rao | Chief Executive Officer and Executive Director (Principal Executive Officer) | September 29, 2025 | ||||
Srinivas Rao | ||||||
/s/ Anne Johnson | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | September 29, 2025 | ||||
Anne Johnson | ||||||
/s/ Christian Angermayer | Director | September 29, 2025 | ||||
Christian Angermayer | ||||||
/s/ Scott Braunstein | Director | September 29, 2025 | ||||
Scott Braunstein | ||||||
/s/ Laurent Fischer | Director | September 29, 2025 | ||||
Laurent Fischer | ||||||
/s/ John Hoffman | Director | September 29, 2025 | ||||
John Hoffman | ||||||
/s/ Sabrina Martucci Johnson | Director | September 29, 2025 | ||||
Sabrina Martucci Johnson | ||||||
Signature | Title | Date | ||||
/s/ Amir Kalali | Director | September 29, 2025 | ||||
Amir Kalali, M.D. | ||||||
/s/ Andrea Heslin Smiley | Director | September 29, 2025 | ||||
Andrea Heslin Smiley | ||||||
ATAI LIFE SCIENCES US INC. | ||||||
By: | /s/ Srinivas Rao | |||||
Srinivas Rao | ||||||
Chief Executive Officer | ||||||