DEFA14A: Atai Life Sciences to Acquire Beckley Psytech, Forms 'Atai Beckley N.V.' and Secures $30M in Concurrent Financing

Atai Life Sciences announced a definitive agreement to acquire Beckley Psytech in an all-share transaction, creating a combined entity named Atai Beckley N.V., alongside a concurrent $30 million private placement.

Summary

• Atai Life Sciences N.V. (atai) has entered into a share purchase agreement to acquire the entire issued share capital of Beckley Psytech Limited not already owned by atai.
• The acquisition consideration involves atai issuing 105,044,902 ordinary shares to Beckley Psytech shareholders, representing approximately 31% of the combined company on a fully diluted basis and valuing Beckley at approximately $390 million.
• Concurrently, atai secured a $30 million private placement (PIPE Financing) from Ferring Ventures S.A. and Adage Capital Partners LP, involving the purchase of 9,993,341 Common Shares at $1.84 per share and a pre-funded warrant for 6,311,006 Common Shares at an exercise price of $0.01.
• Beckley Psytech is a private clinical-stage biopharmaceutical company focused on rapid-acting, short-duration psychedelic product candidates, including BPL-003 for treatment-resistant depression (TRD) and alcohol use disorder, and ELE-101 for major depressive disorder.
• Atai had previously made a strategic investment in Beckley Psytech in January 2024, acquiring an approximate one-third ownership stake.
• The acquisition is subject to atai shareholder approval for the transaction, director nominees, and the company name change to Atai Beckley N.V., expected to close in the second half of 2025.
• Consideration Shares and replacement awards issued to Beckley Psytech shareholders and optionholders will be subject to a lock-up period, with 1/12th of shares released monthly over 12 months after the initial lock-up completion.
• Eleusis Holdings Limited, a wholly-owned subsidiary of Beckley Psytech holding assets and funding for ELE-101, will be carved out from the Beckley Group prior to the acquisition closing.
• Apeiron Investment Group Ltd., atai's founder's family office (owning ~21.1% of atai pre-PIPE), voluntarily entered into a similar lock-up agreement covering all its atai shares.
• Atai has granted registration rights to PIPE Investors and Beckley Psytech shareholders for the resale of their Common Shares.

Sentiment

Score: 8

Explanation: The document conveys a highly positive sentiment, emphasizing the strategic benefits of the merger, the synergistic pipeline, strong IP, and the validation from concurrent financing. The language used by management is optimistic, highlighting market leadership and transformative potential. While risks are disclosed as legally required, the overall tone and content focus on growth, innovation, and value creation.

Positives

• The strategic combination creates a market-leading mental health company with a synergistic and fully-owned pipeline of rapid-acting psychedelic compounds.
• The combined entity will benefit from convenient routes of administration and short time-in-clinic for its psychedelic assets, differentiating them in the market.
• The transaction is expected to provide financial synergies and extend cash runway through multiple Phase 2 clinical catalysts.
• The combined company will possess a strong intellectual property portfolio, with granted U.S. patents extending to 2043.
• The concurrent $30 million private placement from existing investors, Ferring Ventures S.A. and Adage Capital Partners LP, validates the strength and potential of the combination and provides additional capital for general corporate purposes.
• The acquisition brings BPL-003, a mebufotenin benzoate candidate for TRD and alcohol use disorder, which has shown rapid and lasting antidepressant effects in open-label results, into atai's core pipeline.
• The new entity is expected to leverage the expertise, teams, and networks of both organizations to accelerate development and commercialization of mental health treatments.

Negatives

• The acquisition is subject to atai shareholder approval, which, if not obtained, would result in a $10 million break fee payable by atai to Beckley Psytech.
• If BPL-003 Phase 2b clinical trial milestones are not met and atai's boards change their recommendation, atai can terminate the SPA and pay a $4 million break fee.
• The lock-up provisions for newly issued shares and existing Apeiron shares could limit liquidity for a significant period post-closing.

Risks

• The closing of the acquisition is subject to shareholder approval and other customary closing conditions, which may not be satisfied.
• The BPL-003 Phase 2b clinical trial results, expected in mid-2025, may not achieve statistical significance on the primary endpoint or may show an unacceptable number of drug-related serious adverse events, potentially leading to termination of the SPA and a break fee.
• The Carve-Out of Eleusis Holdings Limited from Beckley Psytech prior to closing is a complex reorganization that needs to be completed in accordance with an agreed steps plan.
• The success of the combined company relies on the strategic value and successful clinical development of its pipeline assets, which are subject to inherent risks of drug development.
• Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected, as detailed in atai's SEC filings.

Future Outlook

The combined company, to be named Atai Beckley N.V., aims to become a global leader in psychedelic mental health therapies, focusing on rapid-acting and accessible treatments. Key near-term milestones include the expected topline data from Beckley's BPL-003 Phase 2b trial in mid-2025. The company anticipates a cash runway through multiple Phase 2 clinical catalysts and plans to accelerate the development and commercialization of innovative interventional psychiatry therapies. There is also a potential future transaction to move the company's legal and tax domicile from the Netherlands and Germany to Delaware.

Management Comments

• Srinivas Rao, M.D., Ph.D., CEO and Co-Founder of atai: "Strategic combination marks a transformational moment, solidifying us as a leader in rapid-acting and accessible psychedelic treatments for mental health conditions with a pipeline of potential first-in-class and best-in-class assets."
• Srinivas Rao, M.D., Ph.D., CEO and Co-Founder of atai: "With a unified vision and a synergistic pipeline, we believe we are well-positioned to unlock the strategic value of our clinical development programs for both patients and shareholders. Together, we plan to move confidently towards our goal of bringing innovative interventional psychiatry therapies to patients in need of new treatments."
• Cosmo Feilding Mellen, CEO and Co-Founder of Beckley: "This combination brings together two highly complementary pipelines to create a market leader at the forefront of psychiatric care. Clinical data has shown the rapid and durable effects of our compounds, as well as their potential to fit within the existing treatment paradigm established by SPRAVATO."
• Cosmo Feilding Mellen, CEO and Co-Founder of Beckley: "We believe that the unified business will be even better positioned to accelerate development, drive long-term value for shareholders, and most importantly deliver meaningful innovation for patients."
• Christian Angermayer, Co-Founder and Chairman of atai: "This transaction marks a pivotal milestone in delivering on the strategic vision we set forth from the start of atai in 2018: to be the leader in the psychedelic space."
• Christian Angermayer, Co-Founder and Chairman of atai: "I am also very pleased to announce the concurrent financing with existing investors from both companies. The continued support from Ferring Ventures, a valued investor in atai, and Adage Capital, a longstanding investor in Beckley, further validates the strength and potential of this combination."

Industry Context

This acquisition positions Atai Life Sciences as a significant player in the emerging psychedelic mental health therapies market. By combining with Beckley Psytech, atai aims to solidify its leadership in rapid-acting and accessible psychedelic treatments, leveraging a synergistic pipeline of proprietary compounds. The focus on convenient administration and short time-in-clinic for their assets (like BPL-003) suggests an effort to integrate these novel therapies more seamlessly into existing healthcare systems, potentially expanding market access beyond traditional psychedelic treatment models.

Comparison to Industry Standards

• Beckley Psytech's compounds are highlighted for their potential to fit within the existing treatment paradigm established by SPRAVATO (esketamine nasal spray), suggesting a focus on rapid-acting, short-duration effects that could be administered in a clinical setting, similar to SPRAVATO's model for TRD.

Management Changes

Corporate Governance

Legal Proceedings

• The Company is currently the defendant in ongoing litigation with DemeRx.

Related Party Transactions

• Atai made a strategic investment in Beckley Psytech in January 2024, resulting in an approximate one-third ownership stake, prior to the full acquisition.
• Apeiron Investment Group Ltd., the family office of atai's founder Christian Angermayer, which owns approximately 21.1% of atai's outstanding Common Shares (prior to the PIPE Financing), entered into a voting agreement and a lock-up agreement related to the transaction.
• Christian Angermayer, Co-Founder and Chairman of atai, was granted new options to purchase 337,686 and 292,500 ordinary shares of atai in consideration of his continued service as a consultant.

Stakeholder Impact

• **Shareholders (Atai)**: Will experience dilution from the issuance of new shares for the acquisition and PIPE financing, but gain a broader pipeline and potential for increased market leadership. Existing shares held by Apeiron are subject to a lock-up, potentially reducing immediate selling pressure.
• **Shareholders (Beckley Psytech)**: Will become shareholders of the combined atai entity, receiving atai shares as consideration, subject to lock-up provisions.
• **Optionholders (Beckley Psytech)**: Vested and in-the-money options will be exchanged for atai shares or replacement awards, while unvested/underwater options will be replaced with equivalent value atai stock awards, integrating them into the new company's incentive plan.
• **Employees (Combined Entity)**: The new entity is expected to leverage the expertise and teams of both organizations, suggesting integration and potential for new roles and strategic focus.
• **Customers/Patients**: The combination aims to accelerate the development and commercialization of transformative mental health treatments, potentially leading to more rapid access to new therapies for patients in need.

Next Steps

• Closing of the PIPE Financing expected on or about June 3, 2025.
• Atai to convene a general meeting for shareholder approval of the acquisition, director nominees, and company name change to Atai Beckley N.V. within six months of June 2, 2025 (Longstop Date, with potential 90-day extension).
• Eleusis Holdings Limited to be carved out from the Beckley Group prior to the acquisition closing.
• Topline data from Beckley's BPL-003 Phase 2b trial in treatment-resistant depression (TRD) is expected in mid-2025.
• Atai to file a registration statement under the Securities Act for the resale of Common Shares held by PIPE Investors and Beckley Psytech shareholders within 30 calendar days following the earlier of the SPA closing or termination.
• Potential future transaction to move the company's legal and tax domicile from the Netherlands and Germany to Delaware.

Key Dates

Recommendation

Keywords

Psychedelic medicine, Mental health treatments, Biopharmaceutical, Acquisition, Private placement, Clinical-stage, Treatment-resistant depression, Alcohol use disorder, Major depressive disorder, BPL-003, ELE-101, Mebufotenin, Psilocin, Drug development, Corporate governance, Shareholder approval, PIPE financing, Lock-up agreement, SEC filing