ATAI / AtaiBeckley Inc. - Zgłoszenia SEC, Raport roczny, o pełnomocnictwie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT (POST-EFFECTIVE AMENDMENT NO. 1) UNDER THE SECURITIES ACT OF 1933 ATAIBECKLEY INC. (Exact Name of Registrant as Specified in Its Charter)

Registration No. 333-257482 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT (POST-EFFECTIVE AMENDMENT NO. 1) UNDER THE SECURITIES ACT OF 1933 ATAIBECKLEY INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) Not Applicable (I.R.S. Employer Identification Number) c/o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40493 ATAI BECKLEY N.V. (Exact name of registrant as specified in its ch

Bylaws of AtaiBeckley Inc. (a Delaware corporation) as of December 30, 2025 Table of Contents

Exhibit 3.2 Bylaws of AtaiBeckley Inc. (a Delaware corporation) as of December 30, 2025 Table of Contents Page Article I - Corporate Offices 3 1.1 Registered Office 3 1.2 Other Offices 3 Article II - Meetings of Stockholders 3 2.1 Place of Meetings 3 2.2 Annual Meeting 3 2.3 Special Meeting 3 2.4 Notice of Business to be Brought before a Meeting. 4 2.5 Notice of Nominations for Election to the Boa

ATAIBECKLEY INC. 2021 INCENTIVE AWARD PLAN (as amended)

Exhibit 99.1 ATAIBECKLEY INC. 2021 INCENTIVE AWARD PLAN (as amended) ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI. ARTICLE II. E

CERTIFICATE OF INCORPORATION ATAIBECKLEY INC.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF ATAIBECKLEY INC. AtaiBeckley Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: ARTICLE I The name of the Corporation is AtaiBeckley Inc. ARTICLE II The address of the Corporation’s registered office in the State of Delaware is 1209 Orange

As filed with the Securities and Exchange Commission on December 30, 2025

As filed with the Securities and Exchange Commission on December 30, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2025 Atai Beckley N.V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2025 Atai Beckley N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or org

Calculation of Filing Fee Tables Form 424(b)(7) (Form Type) Atai Beckley N.V. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form 424(b)(7) (Form Type) Atai Beckley N.

123,134,069 Common Shares Registered for the Securityholders Named Herein Pursuant to the Registration Rights Agreement In Connection with the Completed Acquisition of Beckley Psytech

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-290592 PROSPECTUS SUPPLEMENT (to Prospectus dated September 29, 2025)   123,134,069 Common Shares Registered for the Securityholders Named Herein Pursuant to the Registration Rights Agreement In Connection with the Completed Acquisition of Beckley Psytech This prospectus supplement relates to an aggregate 123,134,069 of our co

DOORLOPENDE TEKST van de statuten van

Exhibit 3.1 1 DOORLOPENDE TEKST van de statuten van Atai Beckley N.V., statutair gevestigd te Amsterdam, na partiële statutenwijziging bij akte op 5 november 2025 verleden voor een waarnemer van Paul Cornelis Simon van der Bijl, notaris te Amsterdam. Handelsregister nummer 80299776. STATUTEN definities en interpretatie Artikel 1 1.1 In deze statuten gelden de volgende definities: Algemene Vergader

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 12, 2025 Atai Beckley N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 12, 2025 Atai Beckley N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or or

AtaiBeckley Reports Third Quarter 2025 Financial Results and Recent Corporate Highlights AtaiBeckley solidifies position as a global leader in transformative mental health therapies with a short psychedelic duration

Exhibit 99.1 AtaiBeckley Reports Third Quarter 2025 Financial Results and Recent Corporate Highlights AtaiBeckley solidifies position as a global leader in transformative mental health therapies with a short psychedelic duration • BPL-003 (mebufotenin benzoate nasal spray) granted Breakthrough Therapy designation by the U.S. Food and Drug Administration (FDA) for treatment-resistant depression (TR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40493 Atai Beckley N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2025 Atai Beckley N.V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2025 Atai Beckley N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or org

atai Life Sciences and Beckley Psytech Announce the Successful Completion of Their Strategic Combination to Create AtaiBeckley, a Global Leader in Transformative Mental Health Therapies

Exhibit 99.1 atai Life Sciences and Beckley Psytech Announce the Successful Completion of Their Strategic Combination to Create AtaiBeckley, a Global Leader in Transformative Mental Health Therapies • atai Life Sciences’ shareholders voted to approve the strategic combination with Beckley Psytech Limited and the corporate redomiciliation at the Extraordinary General Meeting of Shareholders on Nove

CALCULATION OF FILING FEE TABLE Form 424(b)(7) (Form Type) ATAI Life Sciences N.V. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 CALCULATION OF FILING FEE TABLE Form 424(b)(7) (Form Type) ATAI Life Sciences N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 5, 2025 ATAI BECKLEY N.V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 5, 2025 ATAI BECKLEY N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or org

Up to 5,316,238 Common Shares Received By the Selling Securityholders In Connection with the Acquisition of Beckley Psytech And Offered for Resale From Time to Time

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-290592 PROSPECTUS SUPPLEMENT (to Prospectus dated September 29, 2025)   Up to 5,316,238 Common Shares Received By the Selling Securityholders In Connection with the Acquisition of Beckley Psytech And Offered for Resale From Time to Time This prospectus supplement relates to the resale from time to time by the selling securityh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2025 ATAI LIFE SCIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2025 ATAI LIFE SCIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2025 ATAI LIFE SCIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation

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Exhibit 2.1 EXECUTION VERSION PRIVATE & CONFIDENTIAL 23 October 2025 FROM: ATAI LIFE SCIENCES N.V., a company incorporated in the Netherlands with company number 80299776, whose registered office is at Prof J.H. Bavincklaan 7, 1183 AT Amstelveen, The Netherlands (the “Buyer”); TO: MICHAEL JOHN NORRIS, 20 Finch Mill Avenue, Appley Bridge, WN6 9DF, United Kingdom (the “Seller Representative”), (each

atai Life Sciences Announces Closing of Public Offering and Full Exercise of Option to Purchase Additional Common Shares Cash, cash equivalents, short-term investments and other liquid assets expected to fund operations into 2029, beyond anticipated

Exhibit 99.1 atai Life Sciences Announces Closing of Public Offering and Full Exercise of Option to Purchase Additional Common Shares Cash, cash equivalents, short-term investments and other liquid assets expected to fund operations into 2029, beyond anticipated top-line results from the first Phase 3 clinical trial of BPL-003 NEW YORK and AMSTERDAM, October 20, 2025 – atai Life Sciences (NASDAQ:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 20, 2025 ATAI LIFE SCIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 20, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation

23,725,000 Shares ATAI LIFE SCIENCES N.V. COMMON SHARES, €0.10 PAR VALUE UNDERWRITING AGREEMENT

Exhibit 1.1 Execution Version 23,725,000 Shares ATAI LIFE SCIENCES N.V. COMMON SHARES, €0.10 PAR VALUE UNDERWRITING AGREEMENT October 16, 2025 October 16, 2025 JEFFERIES LLC As the Representative of the several underwriters listed in Schedule I hereto c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: ATAI Life Sciences N.V., a Dutch public company with limited lia

atai Life Sciences Announces Pricing of Public Offering of Common Shares

Exhibit 99.1 atai Life Sciences Announces Pricing of Public Offering of Common Shares NEW YORK and AMSTERDAM, October 16, 2025 – atai Life Sciences (NASDAQ: ATAI) (“atai” or “Company”), a clinical-stage biopharmaceutical company focused on transforming the treatment of mental health disorders, today announced the pricing of a registered underwritten offering of 23,725,000 common shares, at a price

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 16, 2025 ATAI LIFE SCIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 16, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation

Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) ATAI Life Sciences N.V. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) ATAI Life Sciences N.

            23,725,000 Common Shares

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-290592 PROSPECTUS SUPPLEMENT (to Prospectus dated September 29, 2025)               23,725,000 Common Shares We are offering 23,725,000 of our common shares, nominal value €0.10 per share (“common shares”), at a purchase price of $5.48 per share. Our common shares are listed on the Nasdaq Global Market under the symbol “ATAI.”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

atai Life Sciences and Beckley Psytech Announce U.S. FDA Breakthrough Therapy Designation Granted to BPL-003, Underscoring its Potential in Treatment-Resistant Depression

Exhibit 99.1 atai Life Sciences and Beckley Psytech Announce U.S. FDA Breakthrough Therapy Designation Granted to BPL-003, Underscoring its Potential in Treatment-Resistant Depression • Breakthrough Therapy designation recognizes the potential of BPL-003 to deliver substantial improvement over existing therapies for patients with treatment-resistant depression • FDA designation follows previously

Subject to Completion Preliminary Prospectus Supplement dated October 16, 2025

TABLE OF CONTENTS The information in this prospectus supplement is not complete and may be changed.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 16, 2025 ATAI LIFE SCIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 16, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 10, 2025 ATAI LIFE SCIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 10, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation

BECKLEY PSYTECH LIMITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) FOR THE SIX MONTHS ENDED June 30, 2025 Beckley Psytech Limited Interim Condensed Consolidated Statement of Comprehensive Loss For the six months ended June 30, 20

Exhibit 99.1 BECKLEY PSYTECH LIMITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) FOR THE SIX MONTHS ENDED June 30, 2025 Beckley Psytech Limited Interim Condensed Consolidated Statement of Comprehensive Loss For the six months ended June 30, 2025 and 2024 (Unaudited) Notes 2025 2024 £’000s £’000s Operating expenses: General and administrative (5,219 ) (4,182 ) Research and devel

Calculation of Filing Fee Tables Form S-3 (Form Type) ATAI Life Sciences N.V. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) ATAI Life Sciences N.

ATAI LIFE SCIENCES N.V. Dated as of [ ], 20[ ] [ ] TABLE OF CONTENTS

Exhibit 4.1 ATAI LIFE SCIENCES N.V. INDENTURE Dated as of [ ], 20[ ] [ ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 5 Section 1.4 Rules of Construction 5 ARTICLE II. THE SECURITIES 6 Section 2.1 Issuable in Series 6 Section 2.2 Establis

As filed with the Securities and Exchange Commission on September 29, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 29, 2025 Registration No.

BECKLEY PSYTECH LIMITED CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1 TABLE OF CONTENTS BECKLEY PSYTECH LIMITED   CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS           Report of Independent Auditors     F-2 Consolidated Statement of Comprehensive Loss     F-4 Consolidated Statement of Financial Position     F-5 Consolidated Statement of Changes in Equity     F-6 Consolidated Statement of Cash Flows     F-7 Notes to the Consolidated Financial State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 29, 2025 ATAI LIFE SCIE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 29, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands (State or other jurisdiction of incorporation or organization) 001-40

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction On June 2, 2025, atai entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Beckley Psytech and certain selling shareholders of Beckley Psytech, pursuant to which atai agreed to acquire from the shareholders of Beckley Psytech, excluding atai (the “Sellers”) the entire issued share capita

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 23, 2025 ATAI LIFE SCIE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 23, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporatio

atai Life Sciences and Beckley Psytech Report Positive Phase 2a Data Demonstrating Improved Outcomes with a Two-Dose Induction Regimen of BPL-003 in Patients with Treatment-Resistant Depression

Exhibit 99.1 atai Life Sciences and Beckley Psytech Report Positive Phase 2a Data Demonstrating Improved Outcomes with a Two-Dose Induction Regimen of BPL-003 in Patients with Treatment-Resistant Depression ● Open-label study evaluated a two-dose induction regimen of BPL-003 (8 mg followed by 12 mg two weeks later) in patients with treatment-resistant depression and demonstrated rapid, clinically

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 23, 2025 ATAI LIFE SCIE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 23, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2025 ATAI LIFE SCIENCE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation o

Compensation Policy of ATAI Life Sciences N.V.

Exhibit 10.3 1 COMPENSATION POLICY ATAI LIFE SCIENCES N.V. INTRODUCTION Article 1 This document sets out the Company's policy concerning the compensation of the Directors. DEFINITIONS AND INTERPRETATION Article 2 2.1 In this policy the following definitions shall apply: Article An article of this policy. Board The Company's board of directors. Change of Control Benefit Any compensation or other be

Articles of Association of ATAI Life Sciences N.V. (translated into English), currently in effect

Exhibit 3.1 1 DOORLOPENDE TEKST van de statuten van ATAI Life Sciences N.V., statutair gevestigd te Amsterdam, na partiële statutenwijziging bij akte op 25 juni 2025 verleden voor Paul Cornelis Simon van der Bijl, notaris te Amsterdam. Handelsregister nummer 80299776. STATUTEN definities en interpretatie Artikel 1 1.1 In deze statuten gelden de volgende definities: Algemene Vergadering De algemene

Senior Promissory Note, dated as of August 13, 2025, by and between the Company and Beckley Psytech Ltd.

Exhibit 10.17 BECKLEY PSYTECH LIMITED SENIOR PROMISSORY NOTE August 13, 2025 USD $10,000,000.00 Effective as of the date set forth above (the “Effective Date”), BECKLEY PSYTECH LIMITED, a private company limited by shares incorporated under the laws of England and Wales, with company number 11496099, whose registered office address is at Beckley Park, Beckley, Oxford, England OX3 9SY (the “Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2025 ATAI LIFE SCIENCE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation o

atai Life Sciences Reports Second Quarter 2025 Financial Results and Recent Corporate Updates Planned strategic combination with Beckley Psytech expected to solidify position as global leader in transformative, psychedelic-based mental health therapi

Exhibit 99.1 atai Life Sciences Reports Second Quarter 2025 Financial Results and Recent Corporate Updates Planned strategic combination with Beckley Psytech expected to solidify position as global leader in transformative, psychedelic-based mental health therapies with a short time in-clinic • Reported positive topline data from the core, blinded stage of the Phase 2b clinical trial of BPL-003 (i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40493 ATAI Life Sciences N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☒ Soliciting Material under § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☒ Soliciting Material under § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 1, 2025 ATAI LIFE SCIENCES N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 1, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or o

atai Life Sciences and Beckley Psytech Announce Positive Topline Results from the Phase 2b Study of BPL-003 in Patients with Treatment-Resistant Depression

Exhibit 99.1 atai Life Sciences and Beckley Psytech Announce Positive Topline Results from the Phase 2b Study of BPL-003 in Patients with Treatment-Resistant Depression ● Study met its primary and all key secondary endpoints, and BPL-003 demonstrated rapid, robust and durable antidepressant effects with a single dose ● Both 8 mg and 12 mg single doses of BPL-003 showed statistically significant an

atai Life Sciences Announces $50 Million Private Placement Financing Financing co-led by Ferring Ventures S.A. and Apeiron Investment Ltd. with participation from new and existing healthcare-focused institutional investors, including Ally Bridge Grou

Exhibit 99.2 atai Life Sciences Announces $50 Million Private Placement Financing Financing co-led by Ferring Ventures S.A. and Apeiron Investment Ltd. with participation from new and existing healthcare-focused institutional investors, including Ally Bridge Group and ADAR1 NEW YORK and AMSTERDAM – 1 JULY 2025 - atai Life Sciences (NASDAQ: ATAI) (“atai”), a clinical-stage biopharmaceutical company

Form of Subscription Agreement

Exhibit 10.1 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS THEREUNDER. THE SECURITIES PURCHASED HEREUNDER MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHE

atai Life Sciences and Beckley Psytech Announce Positive Topline Results from the Phase 2b Study of BPL-003 in Patients with Treatment-Resistant Depression

Exhibit 99.1 atai Life Sciences and Beckley Psytech Announce Positive Topline Results from the Phase 2b Study of BPL-003 in Patients with Treatment-Resistant Depression ● Study met its primary and all key secondary endpoints, and BPL-003 demonstrated rapid, robust and durable antidepressant effects with a single dose ● Both 8 mg and 12 mg single doses of BPL-003 showed statistically significant an

SUBSCRIPTION AGREEMENT

Exhibit 10.2 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS THEREUNDER. THE SECURITIES PURCHASED HEREUNDER MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHE

REGISTRATION RIGHTS AGREEMENT by and among ATAI LIFE SCIENCES N.V., THE OTHER HOLDERS FROM TIME TO TIME PARTIES Dated as of July 1, 2025 TABLE OF CONTENTS

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT by and among ATAI LIFE SCIENCES N.V., AND THE OTHER HOLDERS FROM TIME TO TIME PARTIES HERETO Dated as of July 1, 2025 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS 2 SECTION 1.01 Definitions 2 ARTICLE II REGISTRATION RIGHTS 4 SECTION 2.01 Resale Shelf Registration 4 SECTION 2.02 Registration Procedures 5 SECTION 2.03 Registration Expenses 8 SECTION 2.04 In

atai Life Sciences Announces $50 Million Private Placement Financing Financing co-led by Ferring Ventures S.A. and Apeiron Investment Ltd. with participation from new and existing healthcare-focused institutional investors, including Ally Bridge Grou

Exhibit 99.2 atai Life Sciences Announces $50 Million Private Placement Financing Financing co-led by Ferring Ventures S.A. and Apeiron Investment Ltd. with participation from new and existing healthcare-focused institutional investors, including Ally Bridge Group and ADAR1 NEW YORK and AMSTERDAM – 1 JULY 2025 - atai Life Sciences (NASDAQ: ATAI) (“atai”), a clinical-stage biopharmaceutical company

FORM OF SUBSCRIPTION AGREEMENT

Exhibit 10.1 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS THEREUNDER. THE SECURITIES PURCHASED HEREUNDER MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 1, 2025 ATAI LIFE SCIENCES N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 1, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or o

Registration Rights Agreement, dated as of July 1, 2025, among the Company and the July 2025 PIPE Investors.

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT by and among ATAI LIFE SCIENCES N.V., AND THE OTHER HOLDERS FROM TIME TO TIME PARTIES HERETO Dated as of July 1, 2025 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS 2 SECTION 1.01 Definitions 2 ARTICLE II REGISTRATION RIGHTS 4 SECTION 2.01 Resale Shelf Registration 4 SECTION 2.02 Registration Procedures 5 SECTION 2.03 Registration Expenses 8 SECTION 2.04 In

Form of Pre-Funded Warrant.

Exhibit 10.4 PURSUANT TO THE TERMS OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED OR CANCELED, AND THEREFORE THE ACTUAL NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF. ANY TRANSFEREE OF THIS WARRANT SHOULD CONTACT ATAI LIFE SCIENCES N.V. IN ADVANCE OF ACQUIRING THIS WARRANT TO BE APPRISED OF THE ACTUAL NUMBE

Subscription Agreement, dated as of July 1, 2025, entered into between the Company and Ferring Ventures S.A

Exhibit 10.3 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS THEREUNDER. THE SECURITIES PURCHASED HEREUNDER MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHE

SUBSCRIPTION AGREEMENT

Exhibit 10.3 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS THEREUNDER. THE SECURITIES PURCHASED HEREUNDER MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHE

July 1, 2025 atai Life Sciences and Beckley Psytech Announce Positive Topline Data from Phase 2b Study of BPL-003 for Treatment-Resistant Depression All references in this presentation to “we”, “us”, “our”, “atai”, or the “Company” refer to ATAI Life

Exhibit 99.3 July 1, 2025 atai Life Sciences and Beckley Psytech Announce Positive Topline Data from Phase 2b Study of BPL-003 for Treatment-Resistant Depression All references in this presentation to “we”, “us”, “our”, “atai”, or the “Company” refer to ATAI Life Sciences N.V. and its consolidated subsidiaries, unless the context otherwise requires. This presentation contains forward-looking state

July 1, 2025 atai Life Sciences and Beckley Psytech Announce Positive Topline Data from Phase 2b Study of BPL-003 for Treatment-Resistant Depression All references in this presentation to “we”, “us”, “our”, “atai”, or the “Company” refer to ATAI Life

Exhibit 99.3 July 1, 2025 atai Life Sciences and Beckley Psytech Announce Positive Topline Data from Phase 2b Study of BPL-003 for Treatment-Resistant Depression All references in this presentation to “we”, “us”, “our”, “atai”, or the “Company” refer to ATAI Life Sciences N.V. and its consolidated subsidiaries, unless the context otherwise requires. This presentation contains forward-looking state

FORM OF PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT ATAI LIFE SCIENCES N.V.

Exhibit 10.4 PURSUANT TO THE TERMS OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED OR CANCELED, AND THEREFORE THE ACTUAL NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF. ANY TRANSFEREE OF THIS WARRANT SHOULD CONTACT ATAI LIFE SCIENCES N.V. IN ADVANCE OF ACQUIRING THIS WARRANT TO BE APPRISED OF THE ACTUAL NUMBE

Subscription Agreement, dated as of July 1, 2025, entered into between the Company and Apeiron Investment Group Ltd.

Exhibit 10.2 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS THEREUNDER. THE SECURITIES PURCHASED HEREUNDER MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHE

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☒ Soliciting Material under § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☒ Soliciting Material under § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2025 ATAI LIFE SCIENCES N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2025 ATAI LIFE SCIENCES N

false000184090400-000000000018409042025-06-022025-06-02 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

FORM OF PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT ATAI LIFE SCIENCES N.V.

Exhibit 10.7 PURSUANT TO THE TERMS OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED OR CANCELED, AND THEREFORE THE ACTUAL NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF. ANY TRANSFEREE OF THIS WARRANT SHOULD CONTACT ATAI LIFE SCIENCES N.V. IN ADVANCE OF ACQUIRING THIS WARRANT TO BE APPRISED OF THE ACTUAL NUMBE

FORM OF VOTING AGREEMENT

Exhibit 10.1 FORM OF VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of June 2, 2025, is by and among Beckley Psytech Limited, a company incorporated in England and Wales with company number 11496099, whose registered office is at Beckley Park, Beckley, Oxford, England OX3 9SY (“Beckley”), Atai Life Sciences N.V., a company incorporated in the Netherlands with company number 80

Lock-Up Agreement

Exhibit 10.4 Lock-Up Agreement June 2, 2025 ATAI Life Sciences N.V. Wallstraße 16 10179 Berlin Germany Ladies and Gentlemen: The undersigned understands that ATAI Life Sciences N.V. (the “Company”) will enter into that certain Share Purchase Agreement dated on or about the date hereof (the “Share Purchase Agreement”) between, amongst others, certain shareholders of Beckley Psytech Limited and the

June 2, 2025 THE SELLERS details of whom are set out in Schedule 1 THE OPTIONHOLDERS details of whom are set out in Schedule 10 ATAI LIFE SCIENCES N.V. (as Buyer) BECKLEY PSYTECH LIMITED (as the Company)

Exhibit 2.1 EXECUTION VERSION June 2, 2025 THE SELLERS details of whom are set out in Schedule 1 and THE OPTIONHOLDERS details of whom are set out in Schedule 10 and ATAI LIFE SCIENCES N.V. (as Buyer) and BECKLEY PSYTECH LIMITED (as the Company) SHARE PURCHASE AGREEMENT related to BECKLEY PSYTECH LIMITED 99 Bishopsgate London EC2M 3XF United Kingdom Tel: +44.20.7710.1000 www.lw.com TABLE OF CONTEN

SHAREHOLDER RIGHTS AGREEMENT

Exhibit 10.3 SHAREHOLDER RIGHTS AGREEMENT This SHAREHOLDER RIGHTS AGREEMENT, dated as of June 2, 2025 (as amended or restated from time to time, this “Agreement”), is made by and between ATAI Life Sciences N.V., a company incorporated in the Netherlands with company number 80299776, whose registered office is at Wallstraße 16, 10179 Berlin, Germany (the “Company”) and Apeiron Investment Group Ltd

Form of Voting Agreement, dated as of June 2, 2025, entered into by each of the directors and the members of the executive team of the Company, with the Company and Beckley Psytech Limited.

Exhibit 10.1 FORM OF VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of June 2, 2025, is by and among Beckley Psytech Limited, a company incorporated in England and Wales with company number 11496099, whose registered office is at Beckley Park, Beckley, Oxford, England OX3 9SY (“Beckley”), Atai Life Sciences N.V., a company incorporated in the Netherlands with company number 80

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☒ Soliciting Material under § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☒ Soliciting Material under § 240.

Subscription Agreement, dated as of June 2, 2025, entered into between the Company and Adage Capital Partners LP.

Exhibit 10.6 Execution Version THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS THEREUNDER. THE SECURITIES PURCHASED HEREUNDER MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECUR

SUBSCRIPTION AGREEMENT

Exhibit 10.6 Execution Version THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS THEREUNDER. THE SECURITIES PURCHASED HEREUNDER MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECUR

Shareholders Rights Agreement, dated as of June 2, 2025 between the Company and Aperion Investment Group Ltd

Exhibit 10.3 SHAREHOLDER RIGHTS AGREEMENT This SHAREHOLDER RIGHTS AGREEMENT, dated as of June 2, 2025 (as amended or restated from time to time, this “Agreement”), is made by and between ATAI Life Sciences N.V., a company incorporated in the Netherlands with company number 80299776, whose registered office is at Wallstraße 16, 10179 Berlin, Germany (the “Company”) and Apeiron Investment Group Ltd

Lock-Up Agreement, dated as of June 2, 2025 between the Company and Aperion Investment Group Ltd.

Exhibit 10.4 Lock-Up Agreement June 2, 2025 ATAI Life Sciences N.V. Wallstraße 16 10179 Berlin Germany Ladies and Gentlemen: The undersigned understands that ATAI Life Sciences N.V. (the “Company”) will enter into that certain Share Purchase Agreement dated on or about the date hereof (the “Share Purchase Agreement”) between, amongst others, certain shareholders of Beckley Psytech Limited and the

Subscription Agreement, dated as of June 2, 2025, entered into between the Company and Ferring Ventures S.A.

Exhibit 10.5 Execution Version THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS THEREUNDER. THE SECURITIES PURCHASED HEREUNDER MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECUR

Voting Agreement, dated as of June 2, 2025, entered into by Aperion Investment Group Ltd. with the Company and Beckley Psytech Limited.

Exhibit 10.2 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of June 2, 2025, is by and among Beckley Psytech Limited, a company incorporated in England and Wales with company number 11496099, whose registered office is at Beckley Park, Beckley, Oxford, England OX3 9SY (“Beckley”), Atai Life Sciences N.V., a company incorporated in the Netherlands with company number 80299776,

Form of Pre-Funded Warrant.

Exhibit 10.7 PURSUANT TO THE TERMS OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED OR CANCELED, AND THEREFORE THE ACTUAL NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF. ANY TRANSFEREE OF THIS WARRANT SHOULD CONTACT ATAI LIFE SCIENCES N.V. IN ADVANCE OF ACQUIRING THIS WARRANT TO BE APPRISED OF THE ACTUAL NUMBE

VOTING AGREEMENT

Exhibit 10.2 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of June 2, 2025, is by and among Beckley Psytech Limited, a company incorporated in England and Wales with company number 11496099, whose registered office is at Beckley Park, Beckley, Oxford, England OX3 9SY (“Beckley”), Atai Life Sciences N.V., a company incorporated in the Netherlands with company number 80299776,

atai Life Sciences and Beckley Psytech to Combine Creating a Global Leader in Psychedelic Mental Health Therapies

Exhibit 99.1 atai Life Sciences and Beckley Psytech to Combine Creating a Global Leader in Psychedelic Mental Health Therapies ● Strategic combination establishes a market-leading mental health company with a pipeline that includes potentially transformative, rapid-acting psychedelic assets differentiated by their convenient route of administration and short time-in-clinic ● Combined company will

SUBSCRIPTION AGREEMENT

Exhibit 10.5 Execution Version THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS THEREUNDER. THE SECURITIES PURCHASED HEREUNDER MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECUR

Registration Rights Agreement, dated as of June 2, 2025, among the Company, Aperion Investment Group Ltd. and certain shareholders named therein

Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT by and among ATAI LIFE SCIENCES N.V., APEIRON INVESTMENT GROUP LTD, FERRING VENTURES S.A., ADAGE CAPITAL PARTNERS LP AND THE OTHER HOLDERS FROM TIME TO TIME PARTIES HERETO Dated as of June 2, 2025 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.01 Definitions 1 ARTICLE II REGISTRATION RIGHTS 4 SECTION 2.01 Resale Shelf Registration 4 SECTION 2.02

REGISTRATION RIGHTS AGREEMENT by and among ATAI LIFE SCIENCES N.V., APEIRON INVESTMENT GROUP LTD, FERRING VENTURES S.A., ADAGE CAPITAL PARTNERS LP THE OTHER HOLDERS FROM TIME TO TIME PARTIES Dated as of June 2, 2025 TABLE OF CONTENTS

Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT by and among ATAI LIFE SCIENCES N.V., APEIRON INVESTMENT GROUP LTD, FERRING VENTURES S.A., ADAGE CAPITAL PARTNERS LP AND THE OTHER HOLDERS FROM TIME TO TIME PARTIES HERETO Dated as of June 2, 2025 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.01 Definitions 1 ARTICLE II REGISTRATION RIGHTS 4 SECTION 2.01 Resale Shelf Registration 4 SECTION 2.02

Share Purchase Agreement, dated as of June 2, 2025, among the Company, Beckley Psytech Limited and certain other parties thereto.

Exhibit 2.1 EXECUTION VERSION June 2, 2025 THE SELLERS details of whom are set out in Schedule 1 and THE OPTIONHOLDERS details of whom are set out in Schedule 10 and ATAI LIFE SCIENCES N.V. (as Buyer) and BECKLEY PSYTECH LIMITED (as the Company) SHARE PURCHASE AGREEMENT related to BECKLEY PSYTECH LIMITED 99 Bishopsgate London EC2M 3XF United Kingdom Tel: +44.20.7710.1000 www.lw.com TABLE OF CONTEN

atai Life Sciences and Beckley Psytech to Combine Creating a Global Leader in Psychedelic Mental Health Therapies

Exhibit 99.1 atai Life Sciences and Beckley Psytech to Combine Creating a Global Leader in Psychedelic Mental Health Therapies ● Strategic combination establishes a market-leading mental health company with a pipeline that includes potentially transformative, rapid-acting psychedelic assets differentiated by their convenient route of administration and short time-in-clinic ● Combined company will

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2025 ATAI LIFE SCIENCES N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 14, 2025 ATAI LIFE SCIENCES N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 14, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40493 ATAI Life Sciences N.

atai Life Sciences Reports First Quarter 2025 Financial Results and Recent Corporate Updates With clinical momentum across its pipeline, atai strengthens its position as a leader in potentially transformative psychedelic mental health treatments

Exhibit 99.1 atai Life Sciences Reports First Quarter 2025 Financial Results and Recent Corporate Updates With clinical momentum across its pipeline, atai strengthens its position as a leader in potentially transformative psychedelic mental health treatments • Anticipate topline data midyear from the Phase 2b clinical trial of BPL-003 in patients with treatment-resistant depression (TRD) - the lar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 2, 2025 ATAI LIFE SCIENCES N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 2, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 24, 2025 ATAI LIFE SCIENCES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 24, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or

Separation Agreement and Release between Sahil Kirpekar and atai Life Sciences US, Inc., dated April 24, 2025

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Separation Agreement and Release This Separation Agreement and Release (“Agreement”) is made by and between Sahil Kirpekar (“Executive”) and ATAI Life

Consulting Agreement between Sahil Kirpekar and atai Life Sciences AG, dated April 3, 2025

Exhibit 10.2 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made and entered into as of April 3, 2025 (the “Effective Date”) by and between Sahil Kirpekar, with an address at [●] (“Consultant”), and atai Life Sciences AG, a German Public Limited Company having a principal place of business at Wallstraße 16, 10179, Berlin, Germany (“atai”). Both atai and Company may each herei

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT   SCHEDULE 14A INFORMATION   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT   SCHEDULE 14A INFORMATION   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 20, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or

Insider Trading Compliance Policy

Exhibit 19.1 ATAI LIFE SCIENCES N.V. INSIDER TRADING COMPLIANCE POLICY Federal and state laws prohibit trading in the securities of a company while in possession of material nonpublic information and in breach of a duty of trust or confidence. These laws also prohibit anyone who is aware of material nonpublic information from providing this information to others who may trade. Violating such laws

atai Life Sciences Reports Fourth Quarter and Full Year 2024 Financial Results and Recent Corporate Highlights

Exhibit 99.1 atai Life Sciences Reports Fourth Quarter and Full Year 2024 Financial Results and Recent Corporate Highlights - Dosed the first patient in the Phase 2 Elumina trial of VLS-01 (buccal film DMT) for patients with treatment-resistant depression; topline data anticipated in Q1’26 - Initiated a Phase 2 clinical trial of EMP-01 (oral R-MDMA) for patients with social anxiety; topline data a

List of Subsidiaries

Exhibit 21.1 Subsidiaries of the Registrant Name Jurisdiction of Incorporation atai Holdco, Inc. Delaware atai Life Sciences US, Inc. Delaware atai Life Sciences AG Germany atai Life Sciences UK Ltd England and Wales atai Therapeutics, Inc. (f.k.a. Viridia Life Sciences, Inc.) Delaware atai Therapeutics Holdings, Inc. Delaware EmpathBio, Inc. Delaware GABA Therapeutics, Inc. Delaware IntelGenx Cor

Amended and Restated Employment Agreement, dated May 10, 2023, by and between atai Life Sciences US Inc. and Anne Johnson

Page 1 von 18 Exhibit 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of the 10th of May 2023 (the “Effective Date”), by and between atai Life Sciences US, Inc. a Delaware corporation (the “Company”) and Anne Johnson (the “Executive”). The Company and the Executive may each be referred to in this Agreemen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 17, 2025 ATAI LIFE SCIENCES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 17, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or

Description of Securities

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED ATAI Life Sciences N.V. (the “Company,” “we,” “us” and “our”) has the following class of securities registered pursuant to Section 12(b) of the Exchange Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common shares, par val

Consent and Fourth Amendment to the Loan and Security Agreement between the Registrant, ATAI Life Sciences AG, certain of the Registrant’s subsidiaries from time to time party thereto as a guarantor, Hercules Capital, Inc., and the several banks and other financial institutions or entities from time to time party thereto, and Hercules Capital, Inc. as administrative agent and collateral agent for itself and the lenders, dated January 6, 2025

Exhibit 10.28 CONSENT AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This CONSENT AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Consent and Amendment”) is dated as of January 6, 2025 and is entered into by and among ATAI LIFE SCIENCES N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, having its corporate seat (statuta

Secondment Letter, dated October 17, 2024, by and between atai Life Sciences US Inc. and Srinivas Rao

Exhibit 10.3 SECONDMENT LETTER ENTSENDEBESTÄTIGUNG of / der atai Life Sciences US Inc. c/o Industrious NYC 250 West 34th St New York, NY 10119 (hereinafter “Home Company”) (nachfolgend “Heimatgesellschaft”) to / an Srinivas Rao 1477 Paseo de las Flores Encinitas, CA 92024 (hereinafter "You") (nachfolgend “Sie”) October 17, 2024 / New York We are pleased to confirm your long-term international seco

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 12, 2025 ATAI LIFE SCIEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 12, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation

26,190,477 Shares ATAI LIFE SCIENCES N.V. COMMON SHARES, €0.10 PAR VALUE UNDERWRITING AGREEMENT

Exhibit 1.1 26,190,477 Shares ATAI LIFE SCIENCES N.V. COMMON SHARES, €0.10 PAR VALUE UNDERWRITING AGREEMENT February 12, 2025 February 12, 2025 Berenberg Capital Markets LLC As the Underwriter listed in Schedule I hereto c/o Berenberg Capital Markets LLC 1251 Avenue of the Americas, 53rd Floor New York, NY 10020 Ladies and Gentlemen: ATAI Life Sciences N.V., a Dutch public company with limited lia

atai Life Sciences Announces Pricing of Public Offering of Common Shares

Exhibit 99.1 atai Life Sciences Announces Pricing of Public Offering of Common Shares NEW YORK and BERLIN, February 12, 2025 – atai Life Sciences (NASDAQ: ATAI) (“atai” or “Company”), a clinical-stage biopharmaceutical company focused on transforming the treatment of mental health disorders, today announced the pricing of a registered underwritten offering of 26,190,477 common shares, at a price o

26,190,477 Common Shares

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-265970 PROSPECTUS SUPPLEMENT (to Prospectus dated July 11, 2022)   26,190,477 Common Shares We are offering 26,190,477 common shares, nominal value €0.10 per share, at a purchase price of $2.10 per share. Our common shares are listed on the Nasdaq Global Market under the symbol “ATAI.” On February 12, 2025, the last reported s

Subject to Completion Preliminary Prospectus Supplement dated February 12, 2025

TABLE OF CONTENTS The information in this prospectus supplement is not complete and may be changed.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 19, 2025 ATAI LIFE SCIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 19, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation

Employment Agreement, dated November 11, 2025, by and between Gerd Kochendoerfer and ATAI Life Sciences AG

Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of this 11th of November 2024, by and between ATAI Life Sciences US, Inc. a Delaware corporation (the “Company”) and Gerd Kochendoerfer (the “Executive”). The Company and the Executive may each be referred to in this Agreement individually, as a “Party” and collectively,

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 7, 2025 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation o

atai Life Sciences Announces Key Leadership Appointments as it Advances its Pipeline of Novel Psychedelic Therapeutics for Mental Health

Exhibit 99.1 atai Life Sciences Announces Key Leadership Appointments as it Advances its Pipeline of Novel Psychedelic Therapeutics for Mental Health - Srinivas Rao M.D., Ph.D. succeeds as sole Chief Executive Officer - Kevin Craig, M.D. promoted to Chief Medical Officer - Glenn Short, Ph.D. promoted to Chief Scientific Officer - Gerd Kochendoerfer Ph.D. joins as Chief Operating Officer NEW YORK a

Amended and Restated Employment Agreement, dated January 8, 2025, between atai Life Sciences US, Inc. and Srinivas Rao

Exhibit 10.1 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the dates next to the signatures below, by and between ATAI Life Sciences US, Inc. a Delaware corporation (the “Company”) and Srinivas Rao (the “Executive”). The Company and the Executive may each be referred to in this Agreement indi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No.

Healing mental health disorders so that everyone everywhere can live a more fulfilled life. Company Overview Company Overview – November 2024 All references in this presentation to “we”, “us”, “our”, “atai”, or the “Company” refer to ATAI Life Scienc

Exhibit 99.1 Healing mental health disorders so that everyone everywhere can live a more fulfilled life. Company Overview Company Overview – November 2024 All references in this presentation to “we”, “us”, “our”, “atai”, or the “Company” refer to ATAI Life Sciences N.V. and its consolidated subsidiaries, unless the context otherwise requires. This presentation contains forward-looking statements w

atai Life Sciences Reports Third Quarter 2024 Financial Results and Provides Corporate Updates

Exhibit 99.1 atai Life Sciences Reports Third Quarter 2024 Financial Results and Provides Corporate Updates - The United States Food and Drug Administration cleared the investigational new drug application for VLS-01 (buccal film DMT); atai expects to initiate a Phase 2 study in treatment-resistant depression patients around YE’24 - Remain on track to initiate a Phase 2 study of EMP-01 (oral R-MDM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40493 ATAI Life Sciences N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 13, 2024 ATAI LIFE SCIEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 13, 2024 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 2, 2024 ATAI LIFE SCIENCE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 2, 2024 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation o

CMPS / COMPASS Pathways plc - Depositary Receipt (Common Stock) / ATAI Life Sciences B.V. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* COMPASS Pathways plc (Name of Issuer) Ordinary Shares** (Title of Class of Securities) 20451W101** (CUSIP Number) Ryan Barrett ATAI Life Sciences AG Wallstraße 16, 10179 Berlin, Germany +49 (0) 89 2153 9035 (Name, Address and Telephone Number of Person A

Third Amendment to the Loan and Security Agreement between the Registrant, ATAI Life Sciences AG, certain of the Registrant’s subsidiaries from time to time party thereto as a guarantor, Hercules Capital, Inc., and the several banks and other financial institutions or entities from time to time party thereto, and Hercules Capital, Inc. as administrative agent and collateral agent for itself and the lenders, dated August 14, 2024.

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT This THIRD Amendment to Loan and Security Agreement (this “Amendment”) is dated as of August 14, 2024 a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2024 ATAI LIFE SCIENCE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2024 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation o

atai Life Sciences Reports Second Quarter 2024 Financial Results and Provides Corporate Updates

Exhibit 99.1 atai Life Sciences Reports Second Quarter 2024 Financial Results and Provides Corporate Updates - Reported positive Phase 1b results of VLS-01 (buccal film DMT); expect to initiate a Phase 2 study in treatment-resistant depression patients around YE’24 - Announced clinical development plans for EMP-01 (oral R-MDMA); expect to initiate a Phase 2 study of EMP-01 in social anxiety disord

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 13, 2024 ATAI LIFE SCIENCE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 13, 2024 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40493 ATAI Life Sciences N.

Healingmental health disorders so that everyone everywhere can live a more fulfilled life. Company Overview Company Overview – June 2024 All references in this presentation to “we”, “us”, “our”, “atai”, or the “Company” refer to ATAI Life Sciences N.

Exhibit 99.1 Healingmental health disorders so that everyone everywhere can live a more fulfilled life. Company Overview Company Overview – June 2024 All references in this presentation to “we”, “us”, “our”, “atai”, or the “Company” refer to ATAI Life Sciences N.V. and its consolidated subsidiaries, unless the context otherwise requires. This presentation contains forward-looking statements within

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 5, 2024 ATAI LIFE SCIENCES N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 5, 2024 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or o

atai Life Sciences Strengthens Board with Appointment of Two New Independent Directors

Exhibit 99.1 atai Life Sciences Strengthens Board with Appointment of Two New Independent Directors NEW YORK and BERLIN, May 23, 2024 (GLOBE NEWSWIRE) – atai Life Sciences (NASDAQ: ATAI) (“atai” or “Company”), a clinical-stage biopharmaceutical company aiming to transform the treatment of mental health disorders, today announced the appointment of Scott Braunstein, M.D., and Laurent Fischer, M.D.,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 17, 2024 ATAI LIFE SCIENCES N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 17, 2024 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or o

Separation Agreement, by and between the Company and Florian Brand, dated May 14, 2024

Exhibit 10.1 SEPARATION AGREEMENT (hereinafter referred to as “Separation Agreement”) between ATAI LIFE SCIENCES N.V. Wallstraße 16, 10179 Berlin, Germany ("Company”) and Florian Brand [ ●] (“Executive”) Jointly the “Parties” the following is agreed: Executive is currently Chief Executive Officer of the Company (the “CEO”) and of the companies affiliated with the Company (hereinafter only "Affilia

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 14, 2024 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or o

atai Life Sciences Reports First Quarter 2024 Financial Results and Corporate Updates

Exhibit 99.1 atai Life Sciences Reports First Quarter 2024 Financial Results and Corporate Updates • First participant dosed in Phase 1b trial of VLS-01 with data expected in 2H’24; Phase 2 study in TRD patients anticipated to initiate around YE’24 • Beckley Psytech’s Phase 2a study of BPL-003 in TRD patients showed rapid and durable antidepressant effects; Phase 2b topline data expected in 2H’24

Fourth Amendment to Series A Preferred Stock Purchase Agreement by and among atai Life Sciences AG, Recognify Life Sciences, Inc., f/k/a FSV7, Inc., and the Shareholders (as listed on Exhibit A)

Exhibit 10.5 [***] Certain information in this document has been omitted from this exhibit because (i) the Company customarily and actually treats such information as private or confidential and (ii) the omitted information is not material.] EXECUTION COPY FOURTH AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT THIS FOURTH AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40493 ATAI Life Sciences N.

IGXT / IntelGenx Technologies Corp. / ATAI Life Sciences B.V. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* IntelGenx Technologies Corp. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 45822R101 (CUSIP Number) Ryan Barrett ATAI Life Sciences AG Wallstraße 16, 10179 Berlin, Germany +49 (0) 89 2153 9035 (Name,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT   SCHEDULE 14A INFORMATION   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT   SCHEDULE 14A INFORMATION   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

List of Subsidiaries

Exhibit 21.1 Subsidiaries of the Registrant Name Jurisdiction of Incorporation Atai Holdco, Inc. Delaware Atai Life Sciences US, Inc. Delaware Atai Life Sciences AG Germany Atai Life Sciences UK Ltd England and Wales Atai Therapeutics, Inc. (f.k.a. Viridia Life Sciences, Inc.) Delaware DemeRx IB, Inc.* Delaware EmpathBio, Inc. Delaware EntheogeniX Biosciences, Inc.* Delaware GABA Therapeutics, Inc

atai Life Sciences Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Corporate and Clinical Highlights

Exhibit 99.1 atai Life Sciences Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Corporate and Clinical Highlights • Strategic investment in Beckley Psytech to accelerate the development of psychedelic-based therapies that fit within the two hour in-clinic treatment paradigm established by Spravato® • Initial BPL-003 (intranasal 5-MeO-DMT) Phase 2a open-label results demons

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 28, 2024 ATAI Life Sciences

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 28, 2024 ATAI Life Sciences N.V. (Exact name of registrant as specified in its charter) The Netherlands (State or other jurisdiction of incorporation or organization) 001-40493

Description of Securities

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED ATAI Life Sciences N.V. (the “Company,” “we,” “us” and “our”) has the following class of securities registered pursuant to Section 12(b) of the Exchange Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common shares, par val

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO .

Policy for Recovery of Erroneously Awarded Compensation

Exhibit 97.1 ATAI LIFE SCIENCES N.V. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION ATAI Life Sciences N.V. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to Po

IGXT / IntelGenx Technologies Corp. / ATAI Life Sciences B.V. - SC 13D/A Activist Investment

SC 13D/A 1 d757113dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* IntelGenx Technologies Corp. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 45822R101 (CUSIP Number) Ryan Barrett ATAI Life Sciences AG Wallstraße 16, 10179 Berlin, German

AMENDMENT TO SUBSCRIPTION AGREEMENT

EX-99.14 2 d757113dex9914.htm EX-99.14 Exhibit 99.14 AMENDMENT TO SUBSCRIPTION AGREEMENT THIS AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”) is made as of September 30, 2023 by and among IntelGenx Technologies Corp. (the “Issuer”) and atai Life Sciences AG (the “Subscriber”). RECITALS: WHEREAS the Issuer and the Subscriber entered into that certain subscription agreement dated August 31, 2

THIRD AMENDED AND RESTATED LOAN AGREEMENT

EX-99.15 3 d757113dex9915.htm EX-99.15 Exhibit 99.15 THIRD AMENDED AND RESTATED LOAN AGREEMENT This THIRD AMENDED AND RESTATED LOAN AGREEMENT, dated as of March 8, 2024 (as amended, restated, modified and/or supplemented, from time to time, this “Agreement”), amending and restating the Amended and Restated Loan Agreement originally effective as of March 8, 2021 and as amended and restated as of Se

ATAI / Atai Life Sciences N.V. / Apeiron Investment Group Ltd. - SC 13G/A Passive Investment

SC 13G/A 1 d787948dsc13ga.htm SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* ATAI Life Sciences N.V. (Name of Issuer) Common Shares (Title of Class of

Separation Agreement between Mr. Stephen Bardin and atai Life Sciences N.V., dated February 6, 2024

Exhibit 10.1 Separation Agreement and Release This Separation Agreement and Release (“Agreement”) is made by and between Stephen Bardin (“Executive”), ATAI Life Sciences N.V. (“Parent”) and ATAI Life Sciences US, Inc., a Delaware corporation (together with any successor, the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but

atai Life Sciences Appoints Anne Johnson as Chief Financial Officer

EX-99.1 3 ef20020799ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 atai Life Sciences Appoints Anne Johnson as Chief Financial Officer NEW YORK and BERLIN, February 6, 2024 - atai Life Sciences (NASDAQ: ATAI) (“atai” or “Company”) today announced that Anne Johnson, the Company’s interim Chief Financial Officer since October 2023 and Chief Accounting Officer since August 2022, has been named Chief Financial

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 1, 2024 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation

Share Purchase Deed, dated January 18, 2024, by and among the Company, Beckley Psytech Limited, and certain other persons set forth therein

Exhibit 10.1 DATE: 18 January 2024 SHARE PURCHASE DEED Between THE SELLERS and THE BUYER CMS Cameron McKenna Nabarro Olswang LLP Cannon Place 78 Cannon Street London EC4N 6AF T +44 20 7367 3000 F +44 20 7367 2000 cms.law TABLE OF CONTENTS 1. Interpretation 1 2. Sale and purchase 3 3. Warranties 3 4. Purchase Price 5 5. Completion 6 6. Post-Completion 6 7. Confidentiality 7 8. Further assurance 7 9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 18, 2024 ATAI LIFE SCIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 18, 2024 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation

Termination and New Consultancy Agreement, by and among the Company, ATAI AG and Christian Angermayer, dated January 7, 2024

Exhibit 10.1 [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Termination and New Consultancy Agreement between 1. ATAI Life Sciences AG, a German stock corporation (Aktiengesellschaft), with its business address at Wallstraße 16, 10179 Berlin, Germany, registered with th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 7, 2024 ATAI LIFE SCIENCE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 7, 2024 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation o

Amended and Restated Subscription and Shareholders’ Agreement Relating to Beckley Psytech Limited, dated January 3, 2024, by and among the Company, Beckley Psytech Limited, and certain other persons set forth therein

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATIN ONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. DATE: JANUARY 3, 2024 AMENDED AND RESTATED SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENT RELATING TO BECKLEY PSYTECH LIMITED Between THE NEW INVESTOR and THE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 4, 2024 ATAI LIFE SCIENCE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 4, 2024 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation o

Healingmental health disorders so that everyone everywhere can live a more fulfilled life. Company Overview Company Overview – January 2024 All references in this presentation to “we”, “us”, “our”, “atai”, or the “Company” refer to ATAI Life Sciences

Exhibit 99.1 Healingmental health disorders so that everyone everywhere can live a more fulfilled life. Company Overview Company Overview – January 2024 All references in this presentation to “we”, “us”, “our”, “atai”, or the “Company” refer to ATAI Life Sciences N.V. and its consolidated subsidiaries, unless the context otherwise requires. This presentation contains forward-looking statements wit

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 3, 2024 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation o

DATE: 202[ ● ] FORM OF SHARE PURCHASE DEED THE SELLERS THE BUYER CMS Cameron McKenna Nabarro Olswang LLP Cannon Place 78 Cannon Street London EC4N 6AF T +[***] F +[***] TABLE OF CONTENTS

Exhibit 10.2 DATE: 202[ ● ] FORM OF SHARE PURCHASE DEED Between THE SELLERS and THE BUYER CMS Cameron McKenna Nabarro Olswang LLP Cannon Place 78 Cannon Street London EC4N 6AF T +[***] F +[***] cms.law TABLE OF CONTENTS 1. Interpretation 1 2. Sale and purchase 3 3. Warranties 3 4. Purchase Price 5 5. Completion 5 6. Post-Completion 6 7. Confidentiality 7 8. Further assurance 7 9. Assignment and ot

atai Life Sciences Announces Strategic Investment in Beckley Psytech to Accelerate the Clinical Development of Short-Duration Psychedelics

Exhibit 99.1 atai Life Sciences Announces Strategic Investment in Beckley Psytech to Accelerate the Clinical Development of Short-Duration Psychedelics - Strategic investment in Beckley Psytech reinforces atai’s position as the biopharmaceutical company with the largest and most diverse portfolio of clinical-stage psychedelic candidates - Two patent-protected, clinical-stage programs BPL-003 (intr

Fourth Amendment to Series A Preferred Stock Purchase Agreement by and among atai Life Sciences AG, Recognify Life Sciences, Inc., f/k/a FSV7, Inc., and the Shareholders (as listed on Exhibit A)

Exhibit 10.2 [***] Certain information in this document has been omitted from this exhibit because (i) the Company customarily and actually treats such information as private or confidential and (ii) the omitted information is not material.] EXECUTION COPY FOURTH AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT THIS FOURTH AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 14, 2023 ATAI LIFE SCIEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 14, 2023 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation

atai Life Sciences Reports Third Quarter 2023 Financial Results and Pipeline Highlights

Exhibit 99.1 atai Life Sciences Reports Third Quarter 2023 Financial Results and Pipeline Highlights - Phase 2b study of RL-007 in CIAS patients continues to be on track to report data in 2H 2024 and data from the EMP-01 (MDMA derivative) Phase 1 study is anticipated to report out later this year. - Phase 1 data of VLS-01 (a proprietary oral transmucosal film formulation of DMT) demonstrated that

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40493 ATAI Life Sciences N.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 10, 2023 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 29, 2023 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporatio

INTELGENX TECHNOLOGIES CORP. (A Delaware Corporation) SUBSCRIPTION DOCUMENTS

EX-99.8 Exhibit 99.8 INTELGENX TECHNOLOGIES CORP. (A Delaware Corporation) SUBSCRIPTION DOCUMENTS SUBSCRIPTION AGREEMENT INTELGENX TECHNOLOGIES CORP. Gentlemen (Ladies): The undersigned (the “Subscriber”) hereby tenders this subscription and applies for the purchase of 2,220 units (the “Initial Units”) of IntelGenx Technologies Corp., a Delaware corporation (the “Issuer”), with each Initial Unit c

- 2 -

EX-99.9 Certain information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) is the type that the reporting person treats as private or confidential. Exhibit 99.9 AGREEMENT This letter agreement (this “Agreement”) is dated August 31, 2023 among ATAI Life Sciences AG (“ATAI”), IntelGenx Technologies Corp. (the “Company”) and IntelGenx Corp.

IGXT / IntelGenx Technologies Corp / ATAI Life Sciences B.V. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* IntelGenx Technologies Corp. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 45822R101 (CUSIP Number) Ryan Barrett ATAI Life Sciences AG Wallstraße 16, 10179 Berlin, Germany +49 (0) 89 2153 9035 (Name,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2023 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not applicable (State or other jurisdiction of incorporation o

Amended Executive Employment Agreement dated August 25, 2023 between Stephen Bardin and ATAI Life Sciences US, Inc.

Exhibit 10.1 AMENDED EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 25th of August 2023, by and between ATAI Life Sciences US, Inc. a Delaware corporation (the “Company”) and Stephen Bardin (the “Executive”). The Company and the Executive may each be referred to in this Agreement individually, as a “Party” and collectively,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 10, 2023 ATAI LIFE SCIENCE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 10, 2023 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q n (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40493 ATAI Life Sciences N.

atai Life Sciences Reports Second Quarter 2023 Financial Results and Operational Highlights, and Announces Clinical Data from the Phase 1 Study of DMX-1002 (Ibogaine)

Exhibit 99.1 atai Life Sciences Reports Second Quarter 2023 Financial Results and Operational Highlights, and Announces Clinical Data from the Phase 1 Study of DMX-1002 (Ibogaine) - Advanced multiple clinical stage assets in development, including the on-going Phase 2b study of RL-007 in patients with Cognitive Impairment Associated with Schizophrenia - DMX-1002 (Ibogaine) Phase 1 results enable d

Second Amendment to the Loan and Security Agreement between the Registrant, ATAI Life Sciences AG, certain of the Registrant’s subsidiaries from time to time party thereto as a guarantor, Hercules Capital, Inc., and the several banks and other financial institutions or entities from time to time party thereto, and Hercules Capital, Inc. as administrative agent and collateral agent for itself and the lenders, dated May 26, 2023

Exhibit 10.1 [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This SECOND Amendment to Loan and Security Agreement (this “Amendment”) is dated as of May 26, 2023 and is entered into by and among ATAI LIFE SCIENCES N.V., a pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 26, 2023 ATAI LIFE SCIENCES N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 26, 2023 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 16, 2023 ATAI LIFE SCIENCES N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 16, 2023 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 11, 2023 ATAI LIFE SCIENCES N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 11, 2023 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or o

atai Life Sciences Reports First Quarter 2023 Financial Results and Announces Pipeline Highlights and Updates

Exhibit 99.1 atai Life Sciences Reports First Quarter 2023 Financial Results and Announces Pipeline Highlights and Updates - RL-007: First patient dosed in the Phase 2b study of RL-007 in Cognitive Impairment Associated with Schizophrenia. - GRX-917: Presented PD data from the completed Phase 1 study, which suggest the potential for anxiolytic effects without the significant sedative effects seen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q n (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40493 ATAI Life Sciences N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT   SCHEDULE 14A INFORMATION   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT   SCHEDULE 14A INFORMATION   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Second Amendment to Series A Preferred Stock Purchase Agreement, dated as of September 17, 2021, by and among ATAI Life Sciences AG and Recognify Life Sciences Inc., f/k/a FSV7, Inc.

Exhibit 10.29 [***] Certain information in this document has been omitted from this exhibit because (i) the Company customarily and actually treats such information as private or confidential and (ii) the omitted information is not material. SECOND AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT THIS SECOND AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Second Amendment”)

Omnibus Amendment to Series A Preferred Stock Purchase Agreement, dated as of October 5, 2022, by and among ATAI Life Sciences AG and Recognify Life Sciences, Inc., f/k/a FSV7, Inc.

Exhibit 10.30 [***] Certain information in this document has been omitted from this exhibit because (i) the Company customarily and actually treats such information as private or confidential and (ii) the omitted information is not material. OMNIBUS AMENDMENT THIS OMNIBUS AMENDMENT (this “Amendment”) is entered into as of October 05, 2022, by and among ATAI LIFE SCIENCES AG, a German corporation (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 24, 2023 ATAI LIFE SCIENCES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 24, 2023 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or

Description of Securities

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED ATAI Life Sciences N.V. (the “Company,” “we,” “us” and “our”) has the following class of securities registered pursuant to Section 12(b) of the Exchange Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common shares, par val

atai Life Sciences Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Clinical Pipeline Highlights

EX-99.1 Exhibit 99.1 atai Life Sciences Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Clinical Pipeline Highlights • atai’s development candidates, such as RL-007 and GRX-917, all represent significant opportunities to address unmet medical needs of patients living with mental health conditions • Continued operational progress on robust clinical pipeline, with multiple p

Separate Consolidated Financial Statements of COMPASS Pathways plc, as of December 31, 2022 and 2021 and for each of the three years ended December 31, 2022, 2021 and 2020, filed pursuant to Regulation S-X Rule 3-09.

Exhibit 99.1 INDEX TO THE FINANCIAL STATEMENTS Consolidated Financial Statements of COMPASS Pathways Plc INDEX TO ANNUAL CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 876) F-2 Consolidated Balance Sheets F-5 Consolidated Statements of Operations and Comprehensive Loss F-6 Consolidated Statements of Convertible Preferred Shares and Sharehol

List of Subsidiaries

EX-21 7 atai-ex211.htm EX-21.1 Exhibit 21.1 Subsidiaries of the Registrant Name State or Other Jurisdiction of Incorporation or Organization DemeRx IB, Inc. Delaware DemeRx NB, Inc. Delaware GABA Therapeutics, Inc. Delaware Invyxis, Inc. Delaware TryptageniX, Inc. Delaware Kures Inc. Delaware Recognify Life Sciences, Inc. Delaware Perception Neuroscience Holdings, Inc. Delaware Viridia Life Scienc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO .

First Amendment to Loan and Security Agreement between the Registrant, ATAI Life Sciences AG, certain of the Registrant’s subsidiaries from time to time party thereto as a guarantor, Hercules Capital, Inc., and the several banks and other financial institutions or entities from time to time party thereto, and Hercules Capital, Inc. as administrative agent and collateral agent for itself and the lenders, dated March 13, 2022

Execution Version Exhibit 10.27 First AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to Loan and Security Agreement (this “Amendment”) is dated as of March 13, 2023 and is entered into by and among ATAI LIFE SCIENCES N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Amsterd

Amendment to Series A Preferred Stock Purchase Agreement, dated as of May 25, 2021, by and among ATAI Life Sciences AG and FSV7, Inc.

Exhibit 10.28 [***] Certain information in this document has been omitted from this exhibit because (i) the Company customarily and actually treats such information as private or confidential and (ii) the omitted information is not material. AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT THIS AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as o

ATAI / ATAI Life Sciences N.V. / Apeiron Investment Group Ltd. - SC 13G/A Passive Investment

SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* ATAI Life Sciences N.V. (Name of Issuer) Common Shares (Title of Class of Securities) N0731H103 (CUSIP N

Employment Agreement, dated November 8, 2022, by and between Stephen Bardin and atai Life Sciences AG

Exhibit 10.2 Page 1 of 30 ARBEITSVERTRAG EMPLOYMENT AGREEMENT (im folgenden ?Arbeitsvertrag? genannt) (hereinafter referred to as ?Employment Agreement?) zwischen der between atai Life Sciences AG Wallstra?e 16 10179 Berlin, Germany (im folgenden ?Arbeitgeber? genannt) (hereinafter referred to as ?Employer?) und and Stephen Rodrick Bardin Yorckstra?e 69 10965 Berlin, Germany (im folgenden ?Arbeitn

Open Market Sale Agreement, dated as of November 10, 2022, between ATAI Life Sciences N.V. and Jefferies LLC

EX-1.1 Exhibit 1.1 Certain identified information, indicated by [***], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. OPEN MARKET SALE AGREEMENTSM November 10, 2022 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: ATAI Life Sciences N.V., a Dutch public company with limited li

Up to $150,000,000 Common Shares

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-265970 PROSPECTUS SUPPLEMENT (to Prospectus dated July 11, 2022) Up to $150,000,000 Common Shares We have entered into an Open Market Sale AgreementSM, or sales agreement, with Jefferies LLC, or Jefferies, relating to the sale of our common shares, nominal value €0.10 per share, offered by this prospectus supplement and

atai Life Sciences Reports Third Quarter 2022 Financial Results and Business Update

EX-99.1 Exhibit 99.1 PRESS RELEASE atai Life Sciences Reports Third Quarter 2022 Financial Results and Business Update - Last patient dosed in the Phase 2a proof-of-concept trial of PCN-101 (R-ketamine) for treatment-resistant depression (TRD), with topline results expected around year-end 2022. - Announced positive preliminary pharmacokinetics and pharmacodynamics results in a Phase 1 study of GR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 10, 2022 ATAI LIFE SCIEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 10, 2022 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q n (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40493 ATAI Life Sciences N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 10, 2022 ATAI LIFE SCIEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 10, 2022 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 2, 2022 ATAI LIFE SCIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 2, 2022 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 13, 2022 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT ? SCHEDULE 14A INFORMATION ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT ? SCHEDULE 14A INFORMATION ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Loan and Security Agreement between the Registrant, ATAI Life Sciences AG, certain of the Registrant’s subsidiaries from time to time party thereto as a guarantor, Hercules Capital, Inc., and the several banks and other financial institutions or entities from time to time party thereto, and Hercules Capital, Inc. as administrative agent and collateral agent for itself and the lenders, dated August 9, 2022

Exhibit 10.1 [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made and dated as of August 9, 2022 and is entered into by and among ATAI LIFE SCIENCES N.V., a public limited liability company (naamloze vennoot

Executive Employment Agreement, dated June 11, 2022, by and among ATAI Life Sciences US, Inc., ATAI Life Sciences N.V. and Stephen Bardin.

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of this 11 of June 2022, by and between ATAI Life Sciences US, Inc. a Delaware corporation (the ?Company?) and Stephen Bardin (the ?Executive?). The Company and the Executive may each be referred to in this Agreement individually, as a ?Party? and collectively, as the ?Par

atai Life Sciences Secures Term Loan Facility for up to $175 Million from Hercules Capital

Exhibit 99.1 atai Life Sciences Secures Term Loan Facility for up to $175 Million from Hercules Capital - Non-dilutive financing facility, plus $312M existing cash on hand as of June 30, 2022, gives atai access to up to $487M to continue developing next generation mental health treatments - Flexible draw availability provides optionality to optimize liquidity and capital structure moving forward N

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 9, 2022 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or

atai Life Sciences Reports Second Quarter 2022 Financial Results & Business Update

Exhibit 99.1 PRESS RELEASE atai Life Sciences Reports Second Quarter 2022 Financial Results & Business Update - Added an anticipated additional year of runway into 2025 through securing non-dilutive debt facility from Hercules combined with execution of cost optimizations by prioritizing atai?s development programs with anticipated meaningful near-term clinical value inflections - Key achieved R&D

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 15, 2022 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40493 ATAI Life Sciences N.

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 28, 2022 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or

ATAI Life Sciences N.V. c/o Mindspace Krausenstraße 9-10 10117 Berlin, Germany

ATAI Life Sciences N.V. c/o Mindspace Krausenstra?e 9-10 10117 Berlin, Germany July 7, 2022 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Ada D. Sarmento Re: ATAI Life Sciences N.V. Registration Statement on Form S-3 Filed July 1, 2022 Registration No. 333-265970 Ladies and Gentlemen:

LETTER

United States securities and exchange commission logo July 6, 2022 Florian Brand Chief Executive Officer ATAI Life Sciences N.

Articles of Association of ATAI Life Sciences N.V. (translated into English), currently in effect

Exhibit 3.1 AKTE VAN PARTI?LE STATUTENWIJZIGING ATAI LIFE SCIENCES N.V. Op ??n juli tweeduizend twee?ntwintig is voor mij, mr. Jan-Mathijs Petrus Hermans, notaris te Amsterdam, verschenen: de heer mr. Abraham Anno Christoffel Bloemers, werkzaam op mijn kantoor aan het Gustav Mahlerplein 2 te Amsterdam, geboren te Rheden op negen september negentienhonderd zesenzeventig. De verschenen persoon, hand

Form of Indenture

Exhibit 4.2 ATAI LIFE SCIENCES N.V. INDENTURE Dated as of [ ], 20[ ] [ ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 5 Section 1.4 Rules of Construction 5 ARTICLE II. THE SECURITIES 6 Section 2.1 Issuable in Series 6 Section 2.2 Establis

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) ATAI Life Sciences N.

As filed with the Securities and Exchange Commission on July 1, 2022

Table of Contents As filed with the Securities and Exchange Commission on July 1, 2022 Registration No.

Transition and Separation Agreement as of June 15, 2022 by and among ATAI Life Sciences US, Inc., ATAI Life Sciences N.V. and Greg Weaver

Exhibit 10.1 Transition and Separation Agreement This Transition and Separation Agreement (?Agreement?) is made as of June 15, 2022 (the ?Notice Date?), by and among ATAI Life Sciences US, Inc. (the ?Company?), ATAI Life Sciences N.V. (?Parent?) and Greg Weaver (the ?Executive?) (collectively referred to as the ?parties? or individually referred to as a ?party?). Capitalized terms used but not def

Stephen Bardin to Join atai Life Sciences as CFO Designate

Exhibit 99.1 Stephen Bardin to Join atai Life Sciences as CFO Designate ? Stephen Bardin will join as CFO Designate on June 27, 2022 ? After a transition period, atai?s current CFO Greg Weaver will be moving into a part time strategic advisory role NEW YORK and BERLIN, JUNE 17, 2022 @ 7:59 AM EST [NEWSWIRE] // atai Life Sciences N.V., (Nasdaq: ATAI) (?atai? or the ?Company?), a clinical stage biop

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 15, 2022 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or

Articles of Association of ATAI Life Sciences N.V., as amended on May 25, 2022, marked to show amendments.

Exhibit 3.2 In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in translation, and if so, by law the Dutch text will govern. Complete continuous text of the articles of association ATAI Life Sciences N.V. @ 2022 ARTICLES OF ASSOCIATION 1 DEFINITIONS (FOR CONVENIENCE SAKE THE FOLLOWING DEFINITIONS

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 25, 2022 ATAI LIFE SCIENCES N.V. (Exact name of registrant as specified in its charter) The Netherlands 001-40493 Not Applicable (State or other jurisdiction of incorporation or o

Articles of Association of ATAI Life Sciences N.V., as amended on May 25, 2022.

1 Exhibit 3.1 In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in translation, and if so, by law the Dutch text will govern. Complete continuous text of the articles of association ATAI Life Sciences N.V. @ 2022 ARTICLES OF ASSOCIATION 1 DEFINITIONS (FOR CONVENIENCE SAKE THE FOLLOWING DEFINITION

DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED ATAI Life Sciences N.V. (the ?Company,? ?we,? ?us? and ?our?) has the following class of securities registered pursuant to Section 12(b) of the Exchange Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common shares, par val

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40493 ATAI Life Sciences N.