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United States securities and exchange commission logo
May 6, 2021
Florian Brand
Chief Executive Officer
ATAI Life Sciences B.V.
c/o Mindspace
Krausenstrabe 9-10
10117 Berlin, Germany
Re: ATAI Life Sciences
B.V.
Registration
Statement on Form S-1
Filed on April 20,
2021
File No. 333-255383
Dear Mr. Brand:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 Filed April 20, 2021
Our Pipeline, page 3
1. We note your response
to prior comment 8. Please remove the GABA Therapeutics Inc.
and DemeRX NB programs
from your Our Pipeline table. It is not appropriate to
prominently highlight
these programs in your pipeline table and Summary given that your
interest is currently
limited to an equity investment in the candidates in development.
2. We note that the second
line of your pipeline table indicates that Deme RX is a VIE of
which you own 59.9%.
This information appears to contradict the last line in the table
that indicates your
ownership is limited to a 6.3% equity investment. Please revise or
explain the apparent
inconsistency.
Florian Brand
FirstName
ATAI Life LastNameFlorian Brand
Sciences B.V.
Comapany
May 6, 2021NameATAI Life Sciences B.V.
May 6,
Page 2 2021 Page 2
FirstName LastName
Corporate Structure, page 8
3. We note your response to comment 2. Please improve legibility by
increasing the font
size of the text included in the table.
Use of Proceeds, page 100
4. We note your plans to further revise the Use of Proceeds in future
amendments. Your
proceeds should be allocated by development program, rather than
disclosed in the
aggregate. Additionally, we note that your current disclosure appears
to indicate plans to
fund drug development programs at DemeRx IB and GABA, but your
obligations to fund
any portion of this development have not been disclosed. Please expand
your discussions
of these product candidates to describe all agreements related to
these development
efforts. Your discussion should include all material terms, including
rights and
obligations under any such agreements such revenue and expense
sharing,
commercialization rights, milestone payments, royalties, etc. File all
development
collaboration agreements or provide an analysis supporting your
determination that they
are not required to be filed.
Quantitative and Qualitative Disclosures of Market Risk, page 135
5. This section addresses interest rate sensitivity and foreign currency
exchange risk, but not
equity price risk. Please add disclosures to address your exposures to
equity price risk,
including but not limited to the change in fair value of your equity
method investment
Compass Pathways plc, under one of the three disclosure alternatives
for Item 305 of
Regulation S-K, or tell us why you determined that such disclosure was
not appropriate.
Perception Collaboration Arrangement, page 153
6. We note your response to comment 13 and do not agree that this
agreement is not required
to be filed as an exhibit to your registration statement.
Specifically, we note that the
agreement provided you with an up front payment of $20 million in
funding of your
product candidates in exchange for licensing rights related to one of
your product
candidates. It appears that you are substantially dependent on funding
provided from the
agreement and your future development of PCN-101 may be dependent on
potential
milestone payments related to regulatory achievements made by Otsuka.
General
7. Please provide an analysis as to why the company should not be
considered an Investment
Company under Section 3 of the Investment Company Act of 1940. Please
include in this
analysis data indicating the value of your investment securities and
total assets, exclusive
of cash items and Government securities, on an unconsolidated basis.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
Florian Brand
ATAI Life Sciences B.V.
May 6, 2021
Page 3
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Gary Newberry at 202-551-2544 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jason Drory at 202-551-8342 or Suzanne Hayes at 202-551-3675 with any
other
questions.
FirstName LastNameFlorian Brand Sincerely,
Comapany NameATAI Life Sciences B.V.
Division of
Corporation Finance
May 6, 2021 Page 3 Office of Life
Sciences
FirstName LastName