Atai Life Sciences Beckley Psytech to combine in all-share transaction

Atai Life Sciences (ATAI) and Beckley Psytech, a private clinical-stage biopharmaceutical company pioneering the next generation of mental health treatments, announced a definitive agreement under which atai and Beckley plan to combine in an all-share transaction subject to pre-agreed BPL-003 Phase 2b success criteria. atai made a strategic investment in Beckley in January 2024. Under the terms of the deal, Beckley’s shareholders will be issued approximately 105M new shares as consideration for the remaining shares of Beckley not presently held by atai. These newly issued shares equate to approximately 31% of the combined company on a fully diluted basis, based on the treasury stock method, upon closing of the transaction and the concurrent private placement, and value Beckley at approximately $390M. These newly issued atai shares are subject to a lock-up wherein, following the completion of the lock-up period, 1/12 of the shares are released every month. Additionally, Apeiron Investment Group, the family office of MAngermayer, voluntarily entered into a similar lock-up agreement covering all of its shares in atai. Beckley also intends to distribute Eleusis Holdings Limited and its subsidiaries, which hold assets and funding related to its second clinical-stage asset, ELE-101, out of Beckley prior to closing of the transaction. Atai’s Supervisory Board and Management Board and Beckley’s Board of Directors have approved the transaction. The transaction is expected to close in the second half of 2025, subject to approval of the share issuance by the shareholders of atai and satisfaction of other customary closing conditions.