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
(Exact name of registrant as specified in its charter)
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The
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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On May 16, 2023, ATAI Life Sciences N.V. (“atai”) held its annual general meeting of shareholders (the “Annual Meeting”). As of April 18,
2023, the record date for the Annual Meeting, there were approximately 166,010,476 common shares outstanding. Each common share is entitled to one vote on any matter presented at the Annual Meeting as a voting item.
The following are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which are described in atai’s
definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2023.
Proposal 1 -
Adoption of the Dutch statutory annual accounts over fiscal year 2022:
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For
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Against | Abstain | |||
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56,185,273
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58,762
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85,139
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Proposal 2 -
Appointment of Deloitte & Touche LLP (and its Dutch offices/entity) as atai’s external auditor for fiscal year 2023:
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For
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Against
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Abstain | |||
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56,185,263
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79,210
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64,701
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Proposal 3 -
Release of each member of atai’s board of supervisory directors and board of managing directors from liability for the exercise of their duties during fiscal year 2022:
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For
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Against
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Abstain
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50,694,031
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5,556,136
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79,007
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Proposal 4 -
Re-appointment of Sabrina Martucci Johnson as a supervisory director:
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For
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Against
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Abstain
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53,780,277
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2,437,117
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111,780
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Proposal 5 -
Re-appointment of Amir Kalali as a supervisory director:
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For
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Against |
Abstain
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54,465,089
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1,753,814
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110,271
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Proposal 6 -
Re-appointment of Andrea Heslin Smiley as a supervisory director:
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For
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Against |
Abstain
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54,455,882
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1,767,253
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106,039
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Proposal 7 -
Extension of the authorization of atai’s management board to issue shares and grant rights to subscribe for shares:
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For
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Against |
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Abstain | |
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49,356,910
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6,693,641
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278,623
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Proposal 8 -
Extension of the authorization of atai’s management board to limit and exclude pre-emption rights:
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For
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Against
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Abstain
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49,609,170
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6,635,049
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84,955
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Proposal 9 –
Extension of the authorization of atai’s management board to acquire shares (or depositary receipts for such shares) in atai’s capital:
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For
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Against |
Abstain
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50,291,434
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5,964,883
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72,857
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Based on the foregoing votes, the shareholders re-appointed Sabrina Martucci Johnson, Amir Kalali and Andrea Heslin Smiley as supervisory directors to serve until atai’s
2026 annual general meeting of shareholders, and approved Proposals 1, 2, 3, 7, 8 and 9.
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.
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ATAI LIFE SCIENCES N.V.
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Date: May 17, 2023
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By:
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/s/ Florian Brand
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Name:
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Florian Brand
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Title:
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Chief Executive Officer
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