UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.02. | Unregistered Sales of Equity Securities |
As previously disclosed by ATAI Life Sciences N.V. (the “Company”), in November 2018 and October 2020, ATAI Life Sciences AG (“ATAI AG”) issued an aggregate principal amount of €1.0 million of convertible notes in a notional amount of €1.00 each (the “2018 Notes”), each such 2018 Note convertible into one common share of ATAI AG at a conversion price of €17.00 per common share (an “ATAI AG Conversion Share”).
In connection with the 2018 Notes, on July 28, 2022, the Company entered into a Notes Conversion Agreement (the “Agreement”), by and among the Company, Kendall Capital Markets, LLC (“Kendall”) and ATAI AG. Pursuant to the Agreement, Kendall will convert 210,000 of its 2018 Notes into ATAI AG Conversion Shares in exchange for an aggregate payment of €3,570,000. In addition, pursuant to the Agreement, concurrent with the conversion of the 2018 Notes into ATAI AG Conversion Shares, the ATAI AG Conversion Shares will be exchanged into 3,360,000 common shares, par value €0.10 per share, of the Company through a transfer and sale arrangement.
No underwriter or underwriting discount was involved in the issuance of the common shares of the Company. The Agreement and the common shares of the Company issued in connection with the above transactions were offered and sold in transactions that were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ATAI LIFE SCIENCES N.V. | ||||||
| Date: August 1, 2022 | By: | /s/ Florian Brand | ||||
| Name: | Florian Brand | |||||
| Title: | Chief Executive Officer | |||||