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
(Commission File Number)
Not Applicable
(I.R.S. Employer Identification No.)

Wallstraße 16
10179 Berlin, Germany
(Address of principal executive offices) (Zip Code)

+49 89 2153 9035
(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common shares, €0.10 par value per share
ATAI
The Nasdaq Stock Market LLC (Nasdaq Global Market)

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 2.02.
Results of Operations and Financial Condition.
 
On March 28, 2024, ATAI Life Sciences N.V. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2023 and provided a corporate and clinical update. A copy of the press release is being furnished to the Securities and Exchange Commission as Exhibit 99.1 to this Current Report on Form 8-K (“Form 8-K”).
 
The information contained or incorporated in Item 2.02 of this Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits

Exhibit
No.
 
Description
   
 
Press Release of ATAI Life Sciences N.V., dated March 28, 2024.
104
 
Cover Page Interactive Data File (embedded within the inline XBRL document).
     
*
 
Furnished herewith


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:   March 28, 2024
By:
/s/ Florian Brand
 
Name:
Florian Brand
 
Title:
Chief Executive Officer




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 demonstrated a rapid and durable antidepressant effect through three months in TRD patients; top-line results from a controlled Phase 2b TRD study anticipated in 2H 2024
 

Dosing commenced in VLS-01 (oral transmucosal DMT) Phase 1b study, with optimized formulation designed to improve pharmacokinetics and patient experience ahead of anticipated Phase 2 trial in TRD
 
 
    Cash, marketable securities, and committed term loan funding expected to fund operations into 2026

NEW YORK and BERLIN, March 28, 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 fourth quarter and full year 2023 financial results and provided corporate and clinical highlights.
 
“In 2023, we demonstrated our continued commitment to transforming mental health care for those most in need. Much of our recent focus has centred on psychedelic-based therapies for depression - such as BPL-003, an intranasal formulation of 5-MeO-DMT - that require two hours or less in a clinic. We believe that the combination of a short treatment time and durable efficacy has the potential to enable accessible and convenient interventional treatments at scale. The recent BPL-003 Phase 2a data from Beckley Psytech are encouraging in anticipation of the larger Phase 2b results in the second half of this year. The data showed that acute effects resolved on average in less than two hours, the antidepressant effect was rapid, and was sustained for three months,” said Florian Brand, atai Chief Executive Officer and Co-founder.
 
Mr. Brand continued, “Another asset designed as a two hour in-clinic treatment is VLS-01, an oral transmucosal formulation of N,N-DMT, which recently started dosing in a Phase 1b trial. Looking ahead, we anticipate several important milestones throughout the next year, including the Phase 2b readout from BPL-003.”
 
Corporate Highlights
 

In January 2024, atai made a strategic investment in Beckley Psytech, a private clinical-stage biotechnology company. The transaction added two clinical-stage assets, BPL-003 and ELE-101 to atai’s programs. Atai owns 35.5% of Beckley Psytech and holds a time-limited right of first refusal on a future sale of the company, asset sales or other transfer of commercial rights, as well as an indefinite right of first negotiation for BPL-003 and ELE-101.
 

In November 2023, atai acquired all remaining outstanding shares of its subsidiary, DemeRx IB, Inc., streamlining clinical, general and administrative operations.
 

atai realized operational efficiencies by simplifying and optimizing its organizational structure in line with its revised business and pipeline priorities.
 


Clinical Highlights
 
BPL-003: 5-MeO-DMT for Treatment-Resistant Depression (TRD)
 

BPL-003 is an intranasal formulation of 5-methoxy-N,N-dimethyltryptamine (5-MeO-DMT) designed to fit within a two hour in-clinic treatment paradigm.
 

In March 2024, a Phase 2a open-label study showed that a single administration of BPL-003 resulted in rapid and durable antidepressant effects, with 45% of patients in remission three months after dosing. The acute effects of BPL-003 resolved on average in less than two hours, and it was found to be safe and well-tolerated in this trial population, with no serious adverse events (SAEs) reported.
 

A controlled Phase 2b study of BPL-003 in 225 TRD patients is underway across multiple sites, including the United States, Australia and Europe, with topline data expected in 2H 2024.
 

Data from a Phase 2a open-label study in Alcohol Use Disorder patients is expected mid-2024.
 
VLS-01: N,N-dimethyltryptamine (DMT) for TRD
 

VLS-01 is an oral transmucosal film (OTF) formulation of DMT designed to fit within a two-hour treatment paradigm.
 

In March 2024, we announced the initiation of dosing in a Phase 1b study that is designed to evaluate the relative safety, tolerability, pharmacokinetics (PK) and pharmacodynamics (PD) of an optimized OTF formulation of VLS-01, compared to intravenous (IV) DMT.
 

The optimized formulation is designed to improve the PK and the patient and provider experience ahead of moving into an anticipated Phase 2 trial in TRD.
 

Results of the Phase 1b trial are anticipated in 2H 2024.
 
ELE-101: Psilocin for Major Depressive Disorder (MDD)
 

ELE-101 is an IV formulation of psilocin, the active moiety of psilocybin.
 

ELE-101 has the potential to offer the therapeutic benefits of psilocybin in a more consistent, controllable, and shorter treatment paradigm of approx. 2 hours.
 

Initial results from the ELE-01 Phase 1/2a study are anticipated in H1 2024.
 
COMP360: Psilocybin Therapy for TRD
 

COMP360 is a formulation of synthetic psilocybin.
 

COMP360 is currently being evaluated in a Phase 3 program in TRD patients composed of two pivotal trials, each of which will have a long-term follow-up component.
 

Pivotal Trial 1 (COMP005) top-line data is expected in the fourth quarter of 2024 and Pivotal Trial 2 (COMP006) top-line data is anticipated mid-2025.
 

Phase 2 open-label efficacy data in PTSD is expected in Spring 2024.
 
IBX-210: Ibogaine for Opioid Use Disorder (OUD)
 

IBX-210 is an IV formulation of semi-synthetic ibogaine.
 

In August 2023, the Phase 1 study results demonstrated that 9 mg/kg of oral ibogaine leads to robust psychedelic experiences. However, a high degree of inter-individual PK variability and significant QT prolongation were noted across all doses. While deemed to be clinically manageable, both factors have the potential to increase site burden and limit scalability.
 

atai has developed a novel IV formulation of ibogaine. The objective is to improve safety, reduce PK variability and achieve a shorter and more predictable in-clinic time.
 

A Phase 1/2a study of IBX-210 for the treatment of OUD is anticipated to initiate in the second half of this year.
 


RL-007: Pro-Cognitive Neuromodulator for Cognitive Impairment Associated with Schizophrenia (CIAS)
 

RL-007 is an orally bioavailable compound that has demonstrated pro-cognitive effects in multiple pre-clinical and clinical studies, including two Phase 1 and two Phase 2 trials.
 

The ongoing Phase 2b study will evaluate 20mg and 40mg of RL-007 vs. placebo in patients living with CIAS. Topline results are expected mid-2025.
 

The Company will deliver a presentation at the 2024 Congress of the Schizophrenia International Research Society in Florence (Italy) on April 4, 2024 from 10:00 AM – 12:00 PM CET.
 
Consolidated Financial Results
 
Cash, cash equivalents, and short-term investments: Cash and cash equivalents and short-term investments were $154.2 million as of December 31, 2023, as compared to $273.1 million as of December 31, 2022. The decrease of $118.9 million was primarily driven by $84.1 million net cash used in operating activities, $25.0 million designated for the Beckley Psytech investment and $15.0 million of additional investments to advance our programs. The Company expects its cash, marketable securities and committed term loan facility with Hercules Capital, Inc. will be sufficient to fund operations into 2026.
 
Research and development (R&D) expenses: R&D expenses were $14.2 million and $62.2 million for the three and twelve months ended December 31, 2023, respectively, as compared to $21.9 million and $74.3 million for the same prior year periods. The year-over-year full-year decrease of $12.1 million was primarily attributable to a decrease of $10.1 million of contract research organization expenses and $2.1 million in R&D personnel costs as a result of the deprioritization of certain programs.
 
General and administrative (G&A) expenses: G&A expenses for the three and twelve months ended December 31, 2023 were $19.4 million and $63.6 million, respectively, as compared to $15.7 million and $70.4 million in the same prior year periods. The year-over-year decrease of $6.8 million was primarily attributable to a $8.1 million decrease in personnel expenses, $2.0 million net decrease of professional services and other administrative expenses, partially offset by a $3.3 million increase related to a prior year non-income tax refund.
 
Net loss: Net loss attributable to shareholders for the three and twelve months ended December 31, 2023 was $18.3 million and $40.2 million, respectively, as compared to $45.0 million and $152.4 million for the comparable prior year periods.
 
About atai Life Sciences
 
atai is a clinical-stage biopharmaceutical company aiming to transform the treatment of mental health disorders and was founded as a response to the significant unmet need and lack of innovation in the mental health treatment landscape. atai is dedicated to efficiently developing innovative therapeutics to treat depression, anxiety, addiction, and other mental health disorders. By pooling resources and best practices, atai aims to responsibly accelerate the development of new medicines to achieve clinically meaningful and sustained behavioral change in mental health patients. atai's vision is to heal mental health disorders so that everyone, everywhere can live a more fulfilled life. For more information, please visit www.atai.life.
 

Forward-looking Statements
 
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “anticipate,” “initiate,” “could,” “would,” “project,” “plan,” “potentially,” “preliminary,” “likely,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements include express or implied statements relating to, among other things: our business strategy and plans; the potential, success, cost and timing of development of our product candidates, including the progress of preclinical and clinical trials and related milestones; expectations regarding our strategic investment in Beckley Psytech; and the plans and objectives of management for future operations and capital expenditures.
 
Forward-looking statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation, the important factors described in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in atai's other filings with the SEC. atai disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this press release, other than to the extent required by applicable law.
 
Contact Information
 
Investor Contact:
 
IR@atai.life
 
Media Contact:
 
PR@atai.life
 


ATAI LIFE SCIENCES N.V.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share amounts)

     
Three Months Ended
December 31,
    
Years Ended
December 31,
  
   
2023
   
2022
   
2023
   
2022
 
   
(unaudited)
             
License revenue
 
$
18
   
$
38
   
$
314
   
$
233
 
Operating expenses:
                               
Research and development
   
14,156
     
21,876
     
62,203
     
74,313
 
Acquisition of in-process research and development
   
     
     
     
357
 
General and administrative
   
19,423
     
15,727
     
63,582
     
70,350
 
Total operating expenses
   
33,579
     
37,603
     
125,785
     
145,020
 
Loss from operations
   
(33,561
)
   
(37,565
)
   
(125,471
)
   
(144,787
)
Other income (expense), net
   
15,241
     
(1,756
)
   
86,185
     
9,605
 
Loss before income taxes
   
(18,320
)
   
(39,321
)
   
(39,286
)
   
(135,182
)
Provision for income taxes
   
(428
)
   
(6,002
)
   
(1,016
)
   
(6,229
)
Losses from investments in equity method investees, net of tax
   
(394
)
   
(1,326
)
   
(3,593
)
   
(16,006
)
Net loss
   
(19,142
)
   
(46,649
)
   
(43,895
)
   
(157,417
)
Net loss attributable to noncontrolling interests
   
(850
)
   
(1,638
)
   
(3,671
)
   
(5,032
)
Net loss attributable to ATAI Life Sciences N.V. stockholders
 
$
(18,292
)
 
$
(45,011
)
 
$
(40,224
)
 
$
(152,385
)
Net loss per share attributable to ATAI Life Sciences N.V.
stockholders — basic and diluted
 
$
(0.12
)
 
$
(0.28
)
 
$
(0.25
)
 
$
(0.98
)
Weighted average common shares outstanding attributable to
ATAI Life Sciences N.V. stockholders — basic and diluted
   
158,842,995
     
158,703,781
     
158,833,785
     
155,719,585
 


ATAI LIFE SCIENCES N.V.
CONDENSED CONSOLIDATED BALANCE SHEET
(Amounts in thousands)

     
December 31,
2023
    
December 31,
2022
  
Assets
           
Cash and cash equivalents
 
$
45,034
   
$
190,613
 
Securities carried at fair value
   
109,223
     
82,496
 
Committed Investment Funds
   
25,000
     
 
Prepaid expenses and other current assets
   
5,830
     
14,036
 
Short term notes receivable
   
505
     
 
Property and equipment, net
   
981
     
928
 
Operating lease right-of-use asset, net
   
1,223
     
226
 
Other investments held at fair value
   
89,825
     
 
Other investments
   
1,838
     
6,755
 
Long term notes receivable - related parties, net
   
97
     
7,262
 
Convertible notes receivable - related party
   
11,202
     
 
Other assets
   
2,720
     
3,125
 
Total assets
 
$
293,478
   
$
305,441
 
Liabilities and Stockholders' Equity
               
Accounts payable
   
4,589
     
2,399
 
Accrued liabilities
   
15,256
     
17,306
 
Current portion of contingent consideration liability - related parties
   
275
     
180
 
Other current liabilities
   
     
12
 
Contingent consideration liability - related parties
   
620
     
953
 
Contingent consideration liability
   
1,637
     
 
Noncurrent portion of lease liability
   
990
     
44
 
Convertible promissory notes - related parties
   
164
     
415
 
Convertible promissory notes
   
2,666
     
 
Long term debt, net
   
15,047
     
14,702
 
Other liabilities
   
7,918
     
3,664
 
Total stockholders' equity attributable to ATAI Life Sciences N.V. stockholders
   
242,962
     
260,740
 
Noncontrolling interests
   
1,354
     
5,026
 
Total liabilities and stockholders' equity
 
$
293,478
   
$
305,441