Entry into a Material Definitive Agreement
On November 10, 2022, ATAI Life Sciences N.V. (the “Company”)
entered into an Open Market Sale AgreementSM (the “Sales
Agreement”) with Jefferies LLC (“Jefferies”), pursuant to which the
Company may issue and sell its common shares, nominal value €0.10
per share (the “Common Shares”), having an aggregate offering price
of up to $150,000,000, from time to time through an “at the market”
equity offering program (the “Offering Program”) under which
Jefferies will act as sales agent. The Common Shares to be sold
pursuant to the Sales Agreement, if any, will be issued pursuant to
the Company’s registration statement on Form S-3 (File No. 333-265970) and related
prospectus supplement filed on November 10, 2022 with the
Securities and Exchange Commission.
Under the Sales Agreement, the Company will set the parameters for
the sale of Common Shares, the number of Common Shares to be
issued, the dates on which such sales are anticipated to be made,
any limitation on the number of Common Shares to be sold in any one
day and any minimum price below which sales may not be made.
Subject to the terms and conditions of the Sales Agreement,
Jefferies will use commercially reasonable efforts to sell the
Common Shares by methods deemed to be an “at the market offering”
as defined in Rule 415(a)(4) promulgated under the Securities Act
of 1933, as amended (the “Securities Act”). The Company has no
obligation to sell any of the Common Shares. The Company may
instruct Jefferies not to sell the Common Shares if the sales
cannot be effected at or above the price designated by the Company
from time to time and the Company may at any time suspend sales
pursuant to the Sales Agreement. The Company will pay Jefferies a
commission of up to 3.0% of the gross sales proceeds of any Common
Shares sold through Jefferies under the Sales Agreement. The
Company made certain customary representations, warranties and
covenants concerning the Company and its Common Shares in the Sales
Agreement and also provided Jefferies with customary
indemnification and contribution rights. The offering of Common
Shares pursuant to the Sales Agreement will terminate upon the
earlier of (i) the sale of all Common Shares subject to the
Sales Agreement and (ii) the termination of the Sales
Agreement as permitted therein.
The foregoing description of the material terms of the Sales
Agreement is qualified in its entirety by reference to the full
text of the Sales Agreement, a copy of which is filed as Exhibit
1.1 to this Current Report on Form 8-K and is incorporated herein by
The Company intends to use the net proceeds from any issuances
through the Offering Program to advance the clinical development of
its product candidates and programs and for working capital and
general corporate purposes.
Dentons Europe LLP, Dutch counsel to the Company, has issued a
legal opinion regarding the validity of the Common Shares to be
issued and sold pursuant to the Sales Agreement. A copy of the
opinion, including the consent included therein, is filed as
Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of any offer to buy the securities
discussed herein, nor shall there be any offer, solicitation or
sale of the securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
Financial Statements and Exhibits.