SEC Form DEFA14A filed by ATAI Life Sciences N.V.
$ATAI
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ |
Preliminary Proxy Statement
|
| ☐ |
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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| ☐ |
Definitive Proxy Statement
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| ☒ |
Definitive Additional Materials
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| ☐ |
Soliciting Material Pursuant to §240.14a-12
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ATAI Life Sciences N.V.
|
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
| ☒ |
No fee required
|
| ☐ |
Fee paid previously with preliminary materials
|
| ☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
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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): October 10, 2025
ATAI LIFE SCIENCES
N.V.
(Exact name of registrant as specified in its charter)
|
The Netherlands
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001-40493 |
Not Applicable |
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
Prof. J.H. Bavincklaan 7
1183 AT Amstelveen
The Netherlands
(Address of principal executive offices) (Zip Code)
+31 20 793 2536
(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)
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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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||
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Common shares, €0.10 par value per share
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ATAI
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The Nasdaq Stock Market LLC
(Nasdaq Global Market)
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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 8.01. |
Other Events.
|
This Current Report on Form 8-K is being filed to provide additional information related to Beckley Psytech Limited, a company incorporated
in England and Wales (“Beckley Psytech”), in connection with the previously announced share purchase agreement, dated June 2, 2025 (the “SPA”), by and among ATAI Life Sciences N.V., a Dutch public company with limited liability (“atai” or the
“Company”), Beckley Psytech and certain other parties thereto, pursuant to which atai agreed to acquire from the shareholders of Beckley Psytech, excluding atai, the entire issued share capital of Beckley Psytech not already owned by atai
(the “Transaction”).
The unaudited interim condensed consolidated financial statements of Beckley Psytech Limited as of June 30, 2025 and for the six months
ended June 30, 2025 and 2024 are attached hereto as Exhibit 99.1 and incorporated herein by reference.
The Transaction is currently expected to close in the fourth quarter of 2025, subject to approval by atai’s shareholders and satisfaction of
other customary closing conditions. No assurance can be given that the Transaction will be consummated within this timeframe or at all.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K 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, and Section 21E of the Securities Exchange Act of 1934, as
amended. 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: expectations regarding the Transaction,
including the anticipated closing timing.
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, (i) the Transaction and the other transactions contemplated by the SPA (collectively, the “Proposed Transactions”) may not be completed in a timely
manner or at all, including the risk that any required shareholder approvals are not obtained; (ii) the failure to realize the anticipated benefits of the Proposed Transactions; (iii) the possibility that any or all of the various conditions
to the consummation of the Proposed Transactions may not be satisfied or waived; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the SPA; and (v) the effect of the announcement or
pendency of the Proposed Transactions on atai’s ability to retain and hire key personnel, or its operating results and business generally and other 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”) and our Proxy Statement on Schedule 14A (the “Proxy Statement”) that was filed with
the SEC on September 24, 2025, in each case, 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 herein, other than to the extent required by applicable law.
Additional Information and Where to Find It
This Current Report on Form 8-K is being made in respect of the Proposed Transactions. This communication is not a substitute for the Proxy
Statement or any other document which the Company has or may file with the SEC. INVESTORS ARE URGED TO READ IN THEIR ENTIRETY THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTIONS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
A free copy of the Registration Statement, including the Proxy Statement, as well as other filings containing information about the Company,
may be obtained at the SEC’s website (http://www.sec.gov).
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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Unaudited interim condensed consolidated financial statements of Beckley Psytech Limited as of June 30, 2025 and for the six months ended June 30, 2025 and 2024.
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104
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Cover Page Interactive Data File (embedded within the inline XBRL document).
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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: |
October 10, 2025
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By:
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/s/ Srinivas Rao
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Name:
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Srinivas Rao
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Title:
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Chief Executive Officer
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BECKLEY PSYTECH LIMITED
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
FOR THE SIX MONTHS ENDED June 30, 2025
Beckley Psytech Limited
For the six months ended June 30, 2025 and 2024
(Unaudited)
|
Notes
|
2025
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2024
|
|||||||
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|
£’000s
|
|
£’000s
|
||||||
|
Operating expenses:
|
|||||||||
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General and administrative
|
(5,219
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)
|
(4,182
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)
|
|||||
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Research and development
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(11,406
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)
|
(11,988
|
)
|
|||||
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Loss on contingent consideration
|
6
|
(14,121
|
)
|
(3,105
|
)
|
||||
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Operating Loss
|
(30,746
|
)
|
(19,275
|
)
|
|||||
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Interest income
|
76
|
550
|
|||||||
|
Interest expense
|
(84
|
)
|
-
|
||||||
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Gain on revaluation of warrants
|
6
|
6,765
|
7,485
|
||||||
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Other non-operating income
|
6,757
|
8,035
|
|||||||
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Loss before income taxes
|
(23,989
|
)
|
(11,240
|
)
|
|||||
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Income tax benefit
|
2
|
3,896
|
3,762
|
||||||
|
Loss for the period
|
(20,093
|
)
|
(7,478
|
)
|
|||||
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Items that may be reclassified to profit and loss
|
|||||||||
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Exchange difference on translation of foreign operations
|
(167
|
)
|
(16
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)
|
|||||
|
(20,260
|
)
|
(7,494
|
)
|
||||||
The accompanying notes form part of these unaudited interim condensed consolidated financial statements.
1
Beckley Psytech Limited
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June 30,
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December 31,
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||||||||
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Notes
|
2025
|
2024
|
|||||||
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|
£’000s
|
|
|
£’000s
|
|||||
|
(Unaudited)
|
|||||||||
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Assets
|
|||||||||
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Non-Current assets
|
|||||||||
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Property, plant and equipment
|
75
|
84
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|||||||
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Intangible assets
|
7
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48,478
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48,478
|
||||||
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Other receivables
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2,287
|
1,910
|
|||||||
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Total Non-Current Assets
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50,840
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50,472
|
|||||||
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Current assets
|
|||||||||
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Other receivables
|
3
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1,065
|
10,087
|
||||||
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Tax receivables
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8,705
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10,582
|
|||||||
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Cash and cash equivalents
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1,622
|
5,082
|
|||||||
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Total current assets
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11,392
|
25,751
|
|||||||
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Total assets
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62,232
|
76,223
|
|||||||
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Liabilities and shareholders’ equity
|
|||||||||
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Liabilities
|
|||||||||
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Current liabilities
|
|||||||||
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Trade and other payables
|
4
|
3,608
|
3,357
|
||||||
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Contingent consideration
|
6
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13,232
|
3,503
|
||||||
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Total Current liabilities
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16,840
|
6,860
|
|||||||
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Non-Current Liabilities
|
|||||||||
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Contingent consideration
|
6
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5,973
|
1,581
|
||||||
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Deferred tax liability
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-
|
1,666
|
|||||||
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Warrants
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6
|
318
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7,083
|
||||||
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Total Non-Current Liabilities
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6,291
|
10,330
|
|||||||
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Total liabilities
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23,131
|
17,190
|
|||||||
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Net assets
|
39,101
|
59,033
|
|||||||
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Issued capital and reserves
|
|||||||||
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Share capital
|
10
|
10
|
|||||||
|
Share premium
|
95,656
|
95,656
|
|||||||
|
Merger Reserve
|
31,988
|
31,988
|
|||||||
|
Cumulative Translation Adjustment
|
(562
|
) |
(395
|
) |
|||||
|
Accumulated deficit
|
(87,991
|
) |
(68,226
|
) |
|||||
|
Total equity
|
39,101
|
59,033
|
|||||||
2
Beckley Psytech Limited
(Unaudited)
For the six months ended June 30, 2025, and 2024
|
|
Note |
Share
Capital
|
Share
premium
|
Merger
reserve
|
Cumulative
Translation
Adjustment
|
Accumulated
deficit
|
Total equity
|
||||||||||||||||||
|
|
£’000s
|
|
|
£’000s
|
|
|
£’000s
|
|
|
£’000s
|
|
|
£’000s
|
|
|
£’000s
|
|
||||||||
|
At January 1, 2024
|
8
|
75,569
|
22,208
|
(370
|
)
|
(41,159
|
)
|
56,256
|
|||||||||||||||||
|
Loss for the period
|
-
|
-
|
-
|
-
|
(7,478
|
)
|
(7,478
|
)
|
|||||||||||||||||
|
Exchange difference on translation foreign operations
|
-
|
-
|
-
|
(16
|
)
|
-
|
(16
|
)
|
|||||||||||||||||
|
Total comprehensive loss for the period
|
-
|
-
|
-
|
(16
|
)
|
(7,478
|
)
|
(7,494
|
)
|
||||||||||||||||
|
Issuance of Share Capital
|
2
|
20,334
|
9,780
|
-
|
(5,935
|
)
|
24,181
|
||||||||||||||||||
|
Transaction costs
|
-
|
(247
|
)
|
-
|
-
|
-
|
(247
|
)
|
|||||||||||||||||
|
Share-based payment expense
|
-
|
-
|
-
|
-
|
795
|
795
|
|||||||||||||||||||
|
At June 30, 2024
|
10
|
95,656
|
31,988
|
(386
|
)
|
(53,777
|
)
|
73,491
|
|||||||||||||||||
|
At January 1, 2025
|
10
|
95,656
|
31,988
|
(395
|
)
|
(68,226
|
)
|
59,033
|
|||||||||||||||||
|
Loss for the period
|
-
|
-
|
-
|
-
|
(20,093
|
)
|
(20,093
|
)
|
|||||||||||||||||
|
Exchange difference on translation foreign operations
|
-
|
-
|
-
|
(167
|
)
|
-
|
(167
|
)
|
|||||||||||||||||
|
Total comprehensive loss for the period
|
-
|
-
|
-
|
(167
|
)
|
(20,093
|
)
|
(20,260
|
)
|
||||||||||||||||
|
Share-based payment expense
|
-
|
-
|
-
|
-
|
328
|
328
|
|||||||||||||||||||
|
At June 30, 2025
|
10
|
95,656
|
31,988
|
(562
|
)
|
(87,991
|
)
|
39,101
|
|||||||||||||||||
The accompanying notes form part of these unaudited interim condensed consolidated financial statements.
3
Beckley Psytech Limited
(Unaudited)
For the six months ended June 30, 2025 and 2024
|
2025
|
2024
|
||||||||
|
Notes
|
|
£’000s
|
|
£’000s
|
|||||
|
Cash flows from operating activities
|
|||||||||
|
Loss before income taxes
|
(23,989
|
)
|
(11,240
|
)
|
|||||
|
Adjustments to reconcile loss to net cash used in operating activities:
|
|||||||||
|
Depreciation expense
|
9
|
11
|
|||||||
|
Amortisation expense
|
-
|
4
|
|||||||
|
Share based payment charge
|
328
|
795
|
|||||||
|
Interest income
|
(76
|
)
|
(550
|
)
|
|||||
|
Interest expense
|
84
|
-
|
|||||||
|
Loss on contingent consideration
|
6
|
14,121
|
3,105
|
||||||
|
Revaluation of warrants
|
6
|
(6,765
|
)
|
(7,485
|
)
|
||||
|
Movements in working capital:
|
|||||||||
|
Decrease/(increase) in trade and other receivables
|
9,981
|
(11,860
|
)
|
||||||
|
(Decrease) in trade and other payables
|
(1,413
|
)
|
(4
|
)
|
|||||
|
Cash generated from/(used in) operations:
|
|||||||||
|
Interest income received
|
398
|
330
|
|||||||
|
Interest paid
|
(84
|
)
|
-
|
||||||
|
Income tax received
|
4,119
|
-
|
|||||||
|
Net cash used in operating activities
|
(3,287
|
)
|
(26,894
|
)
|
|||||
|
Cash flows from investing activities
|
|||||||||
|
Purchase of property, plant and equipment
|
(6
|
)
|
(28
|
)
|
|||||
|
Net cash used in investing activities
|
(6
|
)
|
(28
|
)
|
|||||
|
Cash flows from financing activities
|
|||||||||
|
Proceeds from short term loan
|
1,539
|
-
|
|||||||
|
Repayment of short term loan
|
(1,539
|
)
|
-
|
||||||
|
Proceeds from issuance of ordinary shares and warrants
|
-
|
31,560
|
|||||||
|
Transaction costs on issue of ordinary shares
|
-
|
(247
|
)
|
||||||
|
Net cash generated from financing activities
|
-
|
31,313
|
|||||||
|
Net (decrease)/increase in cash and cash equivalents
|
(3,293
|
)
|
4,391
|
||||||
|
Effect of exchange rate changes
|
(167
|
)
|
(16
|
)
|
|||||
|
Cash and cash equivalents at the beginning of period
|
5,082
|
5,494
|
|||||||
|
Cash and cash equivalents at the end of the period
|
1,622
|
9,869
|
|||||||
The accompanying notes form part of these unaudited interim condensed consolidated financial statements.
4
Beckley Psytech Limited
(Unaudited)
| 1. |
Material accounting policies
|
General information
Beckley Psytech Limited comprises of Beckley Psytech Limited (the “Company”), Eleusis Ltd (“Eleusis”) and other subsidiaries together referred to as the “Group”, The
Company is a private company, limited by shares and is incorporated and domiciled in United Kingdom. The Company's registered office is at Beckley Park, Beckley, Oxford, England OX3 9SY.
On June 2, 2025, Atai Life Sciences N.V (Atai) entered into a Share Purchase Agreement with the Company and certain other parties thereto, pursuant
to which Atai agreed to acquire from the shareholders of the Company the entire issued share capital of Beckley Psytech not already owned by Atai (the “Acquisition”). The closing of the acquisition is expected to be completed in the second half
of 2025. Upon completion of the acquisition, Beckley Psytech and its subsidiaries will be a wholly owned subsidiary of Atai.
Prior to the acquisition, the Group intends to spin off Eleusis and its subsidiaries by way of a dividend in specie of all of the issued shares in
Eleusis such that the Group’s existing shareholders shall each receive a pro-rata equity holding in Eleusis.
Basis of preparation
The unaudited interim condensed consolidated financial statements for the six months ended June 30, 2025 have been prepared in
accordance with IAS 34 Interim Financial Reporting as issued by the IASB.
The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be
read in conjunction with the consolidated financial statements as at December 31, 2024.
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation
of the Company’s annual consolidated financial statements for the year ended December 31, 2024. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
The Company has identified a change to IFRS listed below that has been announced but is not yet effective that may have a material impact on the Company’s
consolidated financial statements. The impact of this updated IFRS standard has not yet been quantified. Other changes to IFRS are not relevant or do not have a material impact on the Company.
- Amendments to IFRS 18, Presentation and Disclosure in Financial Statements, effective January 1, 2027
The Company’s functional and presentational currency is Pound Sterling (“GBP” or £), rounded to the nearest £1,000.
Going concern basis
Management has prepared a cash flow forecast for the Group and has considered the ability for the Group to continue as a going concern for the foreseeable future,
being at least 12 months after approving these financial statements. The Group is currently in the research and development phase and has invested heavily in research and development to date. The Group is not currently generating revenue and has
incurred net losses and net cash outflows from operating activities since inception.
5
Beckley Psytech Limited
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
As of June 30, 2025, the Group had £1.6 million of cash and cash equivalents on hand. Based on the cash and cash equivalents on hand as at the date this report is
available for issue, the directors forecast that without additional financing, current existing resources will not be sufficient to fund its ongoing operations for at least 12 months after approving these financial statements.
On June 2, 2025, Atai entered into a Share Purchase Agreement (as may be amended from time to time, the “Share Purchase Agreement”), providing that Atai will acquire
from the shareholders of Beckley Psytech (the “Sellers”) the entire issued share capital of Beckley Psytech not already owned by Atai (the “Acquisition”). Atai is a NASDAQ listed company which already owns 33.6% of the Company. The Acquisition is
conditional solely on the approval of Atai shareholders at a General Meeting to be held in the final quarter of 2025. The board of Atai has previously approved the Acquisition, and the directors consider it likely that the Acquisition will close
within the going concern period and have visibility to the plans, strategy and funding of the Group under Atai's prospective ownership. On August 13, 2025, Atai and Beckley Psytech entered into a senior promissory
note (the “Promissory Note”), pursuant to which Atai would advance an aggregate principal amount of up to $10.0 million to Beckley Psytech to be used for the achievement of certain development milestones of BPL-003. The full $10.0 million was
received by the Company on August 15, 2025. The Promissory Note bears interest at a rate equal to the lesser of 12% per annum and the highest rate permitted by applicable law.
Management’s cash flow forecast for the Group taking account of the current cash position, inclusive of the $10 million received in August from the Promissory Note,
and the R&D tax credits expected to be received under the normal operations of the business in the final quarter of the year, extend the Group's cash runway for at least 12 months beyond the date these consolidated financial statements are
available to be issued, which is the date of approval, however this would also require a significant reduction in cash spend in the short term and prior to the end of the year.
Accordingly, the directors have prepared the Interim Condensed Consolidated Financial Statements on a going concern basis due to the fact that it is the expectation
of the directors that the Acquisition will conclude and additional financing required will be provided by Atai, that R&D tax credits are expected to be received under the normal operations of the business, and cash spend will be
significantly reduced within the going concern period.
However, there is no guarantee that the Acquisition will conclude and that Atai will provide adequate financing to the Group following the closing of the
transaction, nor that other additional funding or the R&D tax credits will be received in time to enact the business plan. The inability to close the Acquisition or obtain additional funding by some other means, a delay in the receipt of
R&D tax credits or a delay or inability to implement a reduction in cash spend could impact the Group’s financial condition and ability to pursue its business strategies, including being required to delay, reduce or eliminate some of its
research and development programs, or result in the Group being unable to meet their obligations as they fall due or continue operations. This represents a material uncertainty that may cast significant doubt about the Group’s ability to
continue as a going concern. These financial statements do not include the adjustments that would result if the Group and Company were unable to continue as a going concern.
Critical Accounting Judgements and Estimates
The preparation of these interim condensed consolidated financial statements requires management to make judgements and estimates that affect the reported amounts of
assets and liabilities and the reported amounts of expenses during the reporting period. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the
circumstances. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company's future results of operations will be affected.
6
Beckley Psytech Limited
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
Following the announcement of the Acquisition, the significant estimates below have materially changed from those used at December 31, 2024. (see note 6)
The most significant estimates in the Company’s interim condensed consolidated financial statements relate to:
| • |
The share price estimate as this drives the change in value of the contingent consideration and the fair value of share options issued (see notes 6).
|
| • |
The estimated equity value of the Company as this drives the fair value of the warrant instrument (see note 6).
|
| • |
The future costs and revenue associated with the Eleusis clinical trials as this drives the potential impairment of the In-Process Research & Development (“IPR&D”).
|
| • |
The likelihood of the Acquisition being completed, as this drives the value of the warrant instrument (see note 6)
|
The most significant judgement in the Company’s interim condensed consolidated financial statements relates to the spin off of Eleusis. As noted above, the Group intends to spin off Eleusis and its subsidiaries by way of a dividend in specie of all of the issued shares in Eleusis such that the Group’s existing shareholders shall each receive a pro-rata equity holding in
Eleusis.
The Group has determined that Eleusis does not meet the criteria to be classified as a discontinued operation at the reporting date, as it is dependent
on gaining substantive Company shareholder approval, which it has not yet obtained.
| 2. |
Income tax benefit
|
During the six months ended June 30, 2025, the Company recorded an income tax benefit of £3.9 million. The income tax
benefit is primarily related to the tax credits that the Company receives for the research and development that the company is involved in, as well as the recognition of the deferred tax asset of Beckley Psytech. The company recorded a tax
benefit of £3.8 million during the six months ended June 30, 2024.
Following the acquisition of Eleusis Holdings Limited, deferred tax assets in respect of the losses incurred by the Company have been
recognised to the extent that they will offset the deferred tax liability recognised on acquisition.
For accounting periods starting on or after April 1, 2024, the SME regime has been replaced by the enhanced R&D intensive support scheme (ERIS) and the merged
scheme R&D expenditure credit (RDEC). The company expects to be eligible for the ERIS, which has the same beneficial cash rebate. For R&D intensive, loss making companies, this remains a direct cash credit.
| 3. |
Other receivables
|
The breakdown of current other receivables is:
|
June 2025
|
December 2024
|
||||||
|
|
£’000s
|
|
|
£’000s
|
|
||
|
Escrow Account
|
-
|
8,314
|
|||||
|
Prepayments
|
951
|
1,752
|
|||||
|
Other receivables
|
114
|
21
|
|||||
|
Total other receivables
|
1,065
|
10,087
|
|||||
7
Beckley Psytech Limited
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
Prepayments consist of amounts paid in advance for clinical trials that are expected to be utilised within 12 months.
The carrying value of other receivables are a reasonable approximation of their fair value.
Money held in escrow is held in USD and relates to the investment by Atai. The activity of the money held in escrow is summarised below
|
|
$’000s
|
|
|
£’000
|
|||
|
Balance at December 31, 2024
|
10,405
|
8,314
|
|||||
|
Interest earnt through the period
|
52
|
41
|
|||||
|
Foreign exchange loss
|
-
|
(260
|
)
|
||||
|
Drawdown of balance
|
(10,457
|
)
|
(8,095
|
)
|
|||
|
Balance at June 30, 2025
|
-
|
-
|
The balance was drawn down by the Company on April 1, 2025 per the terms of the Escrow agreement.
Non current other receivables relate to a non-interest bearing long term loan to Andala Medical Texas, a medical clinic managed by the Group.
| 4. |
Trade and other payables
|
Trade payables are non-interest bearing and are normally settled in 30 to 60 days.
Included in the total accruals is £0.9 million (2024 – £1.1 million) related to Clinical Research Organisations accruals for The Company.
The carrying amounts of trade and other payables classified as financial liabilities held at amortised cost are a reasonable approximation of their fair values.
| 5. |
Related party transactions
|
The shareholder Atai holds 33.64% of the shares in the Company and is able to appoint 3 board members.
On January 3, 2024, the Company issued 24,096,385 Series C shares for a total subscription amount of $40 million to Atai. $25 million was received in cash with $15
million held in Escrow. The Company withdrew $5 million in cash on October 18, 2024 with the remaining balance including interest of $10.5 million (£8.1 million) fully drawn down by the Company on April 1, 2025.
Key management personnel compensation
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, including the
Directors of the Company.
8
Beckley Psytech Limited
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
|
June 2025
|
June 2024
|
|||||
|
|
£’000s
|
|
|
£’000s
|
|
|
|
Directors’ fees
|
566
|
571
|
||||
|
Short-term employee benefits
|
138
|
137
|
||||
|
Post-employment benefits
|
12
|
12
|
||||
|
Total key management personnel compensation
|
716
|
720
|
||||
During the six months ended June 30, 2025, nil share options were granted to key management personnel (six months ended June 30, 2024 – 175,000) resulting in a charge of nil (six months ended June 30, 2024 - £0.02 million).
9
Beckley Psytech Limited
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
| 6. |
Financial Instruments
|
|
June 2025
|
December 2024
|
||||||
|
|
£’000s
|
|
|
£’000s
|
|||
|
Financial assets at amortised cost
|
|||||||
|
Cash and cash equivalents
|
1,622
|
5,082
|
|||||
|
Escrow account
|
-
|
8,314
|
|||||
|
Current other receivables
|
114
|
-
|
|||||
|
Non-current other receivables
|
2,287
|
1,910
|
|||||
|
Financial liabilities measured at amortised cost
|
|||||||
|
Trade and other payables
|
3,608
|
3,357
|
|||||
|
Financial liabilities at fair value through profit or loss
|
|||||||
|
Contingent consideration
|
19,205
|
5,084
|
|||||
|
Warrants
|
318
|
7,083
|
|||||
The company classified the following financial liabilities at fair value through profit or loss (FVPL):
| - |
Contingent consideration in relation to the purchase of Eleusis.
|
| - |
Warrants in relation to the investment by Atai.
|
During the six months ended June 30, 2025 and June 30, 2024, the following gains/(losses) were recognised in profit or loss:
|
June 2025
|
June 2024
|
||||||
|
|
£’000s
|
|
|
£’000
|
s
|
||
|
Fair value (losses) on contingent consideration
|
(14,121
|
) |
(3,105
|
)
|
|||
|
Fair value gains on warrants
|
6,765
|
7,485
|
|||||
Fair value measurements
The Company is required to classify all assets and liabilities, measured at fair value, using a three-level hierarchy, based on the lowest level of input that is
significant to the entire fair value measurement being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly;
Level 3: Unobservable inputs for the asset or liability.
Considerable judgement is required to determine what is significant to fair value and therefore which category the asset or liability is placed in can be subjective.
The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These include the use of observable inputs that require
significant adjustments based on unobservable inputs.
The Company measures the contingent consideration associated with the purchase of Eleusis Holdings Limited and the warrants in relation to the investment by Atai, at
fair value, which is at level 3 on the fair value hierarchy.
10
Beckley Psytech Limited
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
No other financial statement accounts are measured at fair value as their carrying amounts approximate fair value. The following table provides the fair values
measurement hierarchy of the Company’s liabilities.
There were no transfers between level 1, level 2 and level 3 liabilities during the six months ended June 30, 2025 or December 31, 2024.
Changes in level 3 items for the six months ended June 30, 2025 and June 30, 2024
|
Contingent
consideration
|
Warrants
|
Total
|
|||||||||
|
|
£’000s
|
|
|
£’000s
|
|
|
£’000s
|
|
|||
|
At January 1, 2024
|
5,436
|
-
|
5,436
|
||||||||
|
Initial recognition of Warrants
|
-
|
11,224
|
11,224
|
||||||||
|
Losses recognised in profit or loss
|
3,105
|
-
|
3,105
|
||||||||
|
Issuance of shares
|
(3,846
|
) |
-
|
(3,846
|
)
|
||||||
|
(Gain) on revaluation of Warrants
|
-
|
(7,485
|
)
|
(7,485
|
)
|
||||||
|
Closing balance June 30, 2024
|
4,695
|
3,739
|
8,434
|
||||||||
|
At January 1, 2025
|
5,084
|
7,083
|
12,167
|
||||||||
|
(Gain) on revaluation of Warrants
|
-
|
(6,765
|
)
|
(6,765
|
)
|
||||||
|
Losses recognised in profit or loss
|
14,121
|
-
|
14,121
|
||||||||
|
Closing balance June 30, 2025
|
19,205
|
318
|
19,523
|
||||||||
Warrants
On January 3, 2024, in conjunction with the subscription agreement with Atai the Company issued warrants to Atai expiring on the later of the first anniversary of
the date of completion of Beckley’s phase 2b study in respect of BPL-003 or January 3, 2027. These warrants are for the issuance of 24,096,385 Series C Shares, or such number of Series C Shares as immediately after their issuance would, together
with all shares held by Atai in the issued share capital of Beckley, represent less than 50% of the Company. The exercise price is USD$2.158 per share (the “Warrant Agreement”).
During the exercise period, the Warrant Agreement contains provisions to adjust the number of Series C Shares upon the achievement of certain milestones linked to
the contingent consideration (the “Eleusis Warrant Shares”). The issuance of Eleusis Warrant Shares will mitigate potential dilution resulting from the issuance of additional equity shares (to the previous owners of Eleusis) in accordance with
the contingent consideration related to the purchase of Eleusis. The exercise price for the Eleusis Warrant Shares is USD $1.66 per share. As of June 30, 2025, no warrants have been exercised.
The warrants are classified as derivative instruments and have been recognised as a liability, with changes in fair value recognised in profit and loss. The value of
the warrants has been determined using an Option Pricing Model Framework. The key assumptions used in the measurement of the fair values at reporting dates are as follows:
|
June 30, 2025
|
December 31, 2024
|
||||||
|
Equity value ($)
|
122,000,000
|
90,595,247
|
|||||
|
Risk free rate
|
3.71%
|
|
4.25%
|
||||
|
Dividend yield
|
0.00%
|
0.00%
|
|||||
|
Time to maturity
|
1
|
1.5
|
|||||
|
Volatility
|
95.8%
|
152.5%
|
|||||
|
FV warrants ($2.518)
|
0.05
|
0.26
|
|||||
|
FV warrants ($1.66)
|
0.08
|
0.31
|
|||||
|
Probability of achieving milestones before warrant expiry
|
|||||||
|
Milestone 2
|
90%
|
90%
|
|||||
|
Milestone 3
|
0%
|
0%
|
|||||
|
Probability of warrants being exercised
|
10%
|
100%
|
|||||
11
Beckley Psytech Limited
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
Gains on warrants recognised in profit or loss in the six months ended June 30, 2025 consist of the unrealised gain of the revaluation of fair value and likelihood
of issue (£6.8 million).
The equity value was determined based on historical information which gives an indication of the value of a private company in need of funding and at a similar stage of development.
As of June 30, 2025, the warrants held by Atai are considered to have a reduced fair value of £0.3 million due to the high probability that Atai will proceed with
the acquisition of the Company. This fair value at June 30, 2025, reflects the likelihood (90% probability) that the underlying shares will not be issued as the transaction is anticipated to close. A ten-percentage point decrease in the
probability of the transaction close (i.e. 80% probability) would increase the fair value of the warrants by £0.3 million. The fair value of the warrants may change significantly upon resolution of the Acquisition. Should the Acquisition
complete, under the terms of the SPA the warrants will be extinguished.
Contingent consideration
Loss on contingent consideration recognised in profit of loss in the six months ended June 30, 2025 consists of the unrealised loss on the revaluation of share price
(£14.1 million).This is driven by the increase in the share price following the announcement of the Acquisition, which has been updated to reflect the indicative value as determined by the acquisition agreement as at June 30, 2025.
Upon the achievement of certain milestones, the former Eleusis shareholders will receive further shares in Beckley. The contingent consideration is therefore
calculated as the number of shares expected to be issued multiplied by the current share price of Beckley.
Sensitivities
The Company reviews the likelihood of success of achieving each milestone and remeasures the contingent consideration using probability adjusted shares.
The Company reviews the change in fair value of the share price and remeasures the contingent consideration.
The significant unobservable inputs used in the fair value measurements categorised within Level 3 of the fair value hierarchies of June 30, 2025 are shown below:
12
Beckley Psytech Limited
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
|
Financial
Instrument
|
Valuation
technique
|
Significant
unobservable
inputs
|
Range/Point
estimate
(weighted
average)
|
Sensitivity of the input to the fair
value
|
|
Contingent Consideration
|
Expected probability
|
Probability of achieving Milestone 2
|
06/30/25:
90%
|
A 10 percentage point increase in the probability of achieving milestone 2 would increase the fair value of the contingent consideration by £1.5 million. A 10 percentage decrease in the probability of
achieving milestone 2 would decrease the fair value of the contingent consideration by £1.5 million.
|
|
Expected probability
|
Probability of achieving Milestone 3
|
06/30/25:
36%
|
A 7 percentage point increase in the probability of achieving milestone 3 would increase the fair value of the contingent consideration by £1.2 million. A 7 percentage point decrease in the probability of
achieving milestone 3 would decrease the fair value of the contingent consideration by £1.2 million.
|
|
|
Fair value of share price
|
06/30/25:
£2.69
|
A 7% appreciation in the share price would increase the fair value of the contingent consideration by £1.3 million. A 7% depreciation in the share price would decrease the fair value of the contingent
consideration by £1.3 million.
|
| 7. |
Intangible assets
|
Intangible assets consists wholly of the In Process Research and Development associated with the Eleusis CGU.
The recoverable amount of indefinite life intangible assets associated with the Eleusis CGU is determined as the higher of its fair value less cost of disposal and
its value in use. The key assumptions used to determine the recoverable amount for the Eleusis CGU are disclosed in the annual consolidated financial statements for the year ended December 31, 2024.
As part of the Acquisition with Atai, the Group intends to spin off Eleusis and its subsidiaries by way of a dividend in specie
of all of the issued shares in Eleusis such that the Group’s existing shareholders shall each receive a pro-rata equity holding in Eleusis. As a result of this potential spin off management performed an impairment test as at June 30,
2025 for the Eleusis CGU.
The projected cash flows were updated to reflect a delay in commercialisation of 12 months and increased operation costs, as a result of the potential of Eleusis
being a standalone company following the likely spin off as well as lower annual price increase. The delay is driven by the time required to complete the spin off and the need for Eleusis to raise funding as a standalone company before commencing
the trial.
All other assumptions remained consistent with those disclosed in the annual financial statements for the year ended 31 December 2024. As a result of this analysis,
management did not identify an impairment for the Eleusis CGU.
Sensitivity to changes in assumptions
The significant estimates used in the impairment assessment are shown below:
13
Beckley Psytech Limited
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
|
June 30, 2025
|
December 31, 2024
|
||||||
|
Probability of a successful Ph2a/b study
|
90%
|
|
90%
|
||||
|
Cumulative probability of a successful Ph3
|
36%
|
36%
|
|||||
|
Cumulative probability of FDA approval
|
18%
|
18%
|
|||||
|
Cumulative probability of commercialisation
|
15%
|
15%
|
|||||
|
Discount rate
|
18%
|
18%
|
|||||
|
Revenue Expectations *
|
|||||||
*There are a number of significant assumptions underpinning managements expectation of future revenue including:
- the anticipated target patient population, (specifically the size of the US population suffering with treatment resistant depression and moderate depressive
disorder)
- the annual price achievable on commercialisation based on expectations of pricing from competitors, discounts available and proposed treatment regime; and
- the market share that can be achieved across the treatment lines.
The estimates that have the biggest impact on the value in use are:
| - |
Probability of commercialisation. A decrease of 1% would give rise to an impairment of £4.3 million
|
| - |
Discount rate. An increase of 0.5% would give rise to an impairment of £3.1 million
|
| - |
Time to commercialisation. A further delay of one year to would give rise to an impairment of £7.0 million
|
| - |
Annual revenue. A 3% decrease in annual revenue would give rise to an impairment of £1.6 million
|
14
Beckley Psytech Limited
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
| 8. |
Events after the reporting period
|
On July 1, 2025, the Company announced the topline results of the BPL-003-201 Phase 2b study. The results showed that the study met its primary and
all key secondary endpoints, and BPL-003 demonstrated rapid, robust and durable antidepressant effects with a single dose.
On August 13, 2025, Atai and Beckley Psytech entered into a senior promissory note
(the “Promissory Note”), pursuant to which Atai would advance an aggregate principal amount of up to $10.0 million to Beckley Psytech to be used for the achievement of certain development milestones of BPL-003. The full $10.0 million was received by the Company on August 15, 2025. The Promissory Note bears interest at a rate equal to the lesser of 12% per annum and the highest
rate permitted by applicable law. (See note 1)
Subsequent to the period end, management have been considering the strategic direction
of the In Process Research and Development associated with the Eleusis CGU and focusing on an alternative indication. This decision could materially change the future
cashflows and therefore the recoverable amount of the related intangible asset in future periods.