8-K - ATAI - Equibles

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): July 1, 2025

ATAI LIFE SCIENCES N.V.

(Exact name of registrant as specified in its charter)

The Netherlands	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

Netherlands

(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)
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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

Title of each class	Trading<br><br> <br>Symbol(s)	Name of each exchange<br><br> <br>on which registered
Common shares, €0.10 par value per share	ATAI	The Nasdaq Stock Market LLC<br> <br>(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 1.01	Entry into a Material Definitive Agreement.

On July 1, 2025, atai Life Sciences N.V. (“atai” or the “Company”) entered into subscription agreements, dated as of July 1, 2025 (“Subscription Agreements”), relating to the purchase (the “PIPE Financing”) by the investors party thereto (the “PIPE Investors”) of 18,264,840 ordinary shares in the capital of the Company with a nominal value of €0.10 per share (“Common Shares”) for a purchase price of $2.19 per share and a pre-funded warrant to purchase 4,566,210 Common Shares with an exercise price of $0.01 (the “Pre-Funded Warrant”) for a purchase price of $2.19 per Common Share underlying the Pre-Funded Warrant less the exercise price for the Pre-Funded Warrant of $0.01 per share, resulting in aggregate gross proceeds to the Company from the PIPE Financing of approximately $50 million. The PIPE Financing is subject to customary closing conditions, as described further under “Subscription Agreements” below. The PIPE Financing is expected to close in the third quarter of 2025. The proceeds from the PIPE Financing are expected to be used by the Company for general corporate purposes, including for working capital and to advance the clinical development of its product candidates and programs. Apeiron Investment Group Ltd. (“Apeiron”), the family office of Christian Angermayer, Co-Founder and Chairman of the Company, participated in the PIPE Financing. TD Securities (USA) LLC, Leerink Partners LLC, Guggenheim Securities, LLC and Berenberg Capital Markets LLC acted as joint-lead placement agents in connection with the PIPE Financing.

The Company estimates that, after giving effect to the consummation of the PIPE Financing following the satisfaction of the closing conditions to the Subscription Agreements described herein, its cash, short-term securities and public equity holdings will be sufficient to fund its operating expenses into the second half of 2027. The Company has based this estimate on assumptions (including without limitation, that the closing conditions to the PIPE Financing will be satisfied, or that they will be satisfied in a timely manner) that may prove to be incorrect, and the Company could use its available capital resources sooner than it currently expects.

As previously reported on June 2, 2025, the Company entered into a share purchase agreement, dated as of June 2, 2025, by and among the Company, Beckley Psytech Limited (“Beckley Psytech”) and certain other parties thereto (the “SPA”), pursuant to which the Company agreed to acquire from the shareholders of Beckley Psytech (the “Sellers”) the entire issued share capital of Beckley Psytech not already owned by the Company (the “Acquisition”) by issuing to the Sellers 105,044,902 Common Shares. The proceeds from the PIPE Financing will not be used to finance the Acquisition, and the closing of the PIPE Financing is not conditioned on the closing of the Acquisition. Beckley Psytech is a private clinical-stage biopharmaceutical company developing psychedelic product candidates designed to be rapid-acting. Beckley Psytech’s two investigational compounds are BPL-003, Mebufotenin benzoate, for treatment-resistant depression (“TRD”) and alcohol use disorder, and ELE-101, psilocin, for the treatment of major depressive disorder. As previously announced, in January 2024, the Company made a strategic investment in Beckley Psytech, resulting in an approximate one third ownership stake of Beckley Psytech.

Subscription Agreements

On July 1, 2025, in connection with the PIPE Financing, the Company entered into the Subscription Agreements with the PIPE Investors, pursuant to which,

    among other things, the PIPE Investors have agreed to purchase an aggregate of approximately 18,264,840 Common Shares and the Pre-funded Warrant, for an aggregate purchase price
    of approximately $50 million, on the terms and subject to the conditions set forth therein.

The Subscription Agreements contain customary representations, warranties and agreements by the Company, customary conditions to closing and termination provisions, as well as, for all PIPE Investors, a closing condition that the expiration or termination of the waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) with respect to a filing pursuant to the HSR Act expected to be made by Christian Angermayer in connection with Apeiron’s investment in the PIPE Financing has occurred. The Subscription Agreements may be terminated by either the Company or the PIPE Investor party thereto if the PIPE Financing has not been consummated on or before November 1, 2025.

This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

The foregoing description of the Subscription Agreements does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Subscription Agreements, the forms of which are filed as Exhibit 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.

Pre-Funded Warrant

The Pre-Funded Warrant is expected to be issued in connection with the closing of the PIPE Financing. The Pre-Funded Warrant provides the holder thereof with the right to purchase 4,566,210 Common Shares with an exercise price of $0.01 and will be immediately exercisable on the date of the issuance of the Pre-Funded Warrant. The Pre-Funded Warrant does not expire until the date the Common Shares underlying the Pre-Funded Warrants have been exercised in full. Under the terms of the Pre-Funded Warrant, the Company may not effect the exercise of any Pre-Funded Warrant, and the holder will not be entitled to exercise any portion of any Pre-Funded Warrant that, upon giving effect to such exercise, would cause an aggregate number of Common Shares beneficially owned by such holder (together with its affiliates) to exceed 4.99% of the total number of Common Shares of the Company outstanding immediately after giving effect to the exercise. The Pre-Funded Warrant may be exercised by a holder by paying the exercise price in cash or on a cashless basis. No fractional shares will be issued upon any exercise of the Pre-Funded Warrant. If, upon exercise of the Pre-Funded Warrant, a holder would be entitled to receive a fractional interest in a share, the Company may at its option, upon exercise, pay cash in lieu of any such factional share or round up to the nearest whole share. The exercise price and number of Common Shares underlying the Pre-Funded Warrant are subject to adjustment from time to time in accordance with the provisions thereof. Subject to compliance with applicable federal and state securities laws, the Pre-Funded Warrant and all rights thereunder are transferable subject to the terms of the Pre-Funded Warrant. The Common Shares issuable upon exercise of the Pre-Funded Warrant are expected to be registered for resale pursuant to the terms of the Registration Rights Agreement described below.

The foregoing description of the Pre-Funded Warrant does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the form of Pre-Funded Warrant, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Registration Rights Agreement

On July 1, 2025, the Company entered into a registration rights agreement, dated July 1, 2025, with the PIPE Investors (the “Registration Rights Agreement”) providing for certain resale shelf registration rights with respect to Common Shares held by such holders from time to time.

The Registration Rights Agreement requires the Company to file a registration statement under the Securities Act providing for the resale of all or part of the registrable securities held by the parties thereto as promptly as practicable, and in any event within 30 calendar days following the earlier of (i) the closing of the transactions contemplated by the SPA and (ii) the termination of the SPA, and use reasonable best efforts to cause such registration statement to be declared effective within the timelines specified therein, and thereafter to keep such registration statement effective for the periods specified therein. The Registration Rights Agreement also contains customary indemnity, exculpation and contribution obligations by the Company and the other parties to the Registration Rights Agreement.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02	Unregistered Sales of Equity Securities

On July 1, 2025, the Company entered into the Subscription Agreements, in each case, in a private placement in reliance on the exemption from the registration requirements of the Securities Act. The Common Shares and the Pre-Funded Warrant issued in the PIPE Financing will be offered and sold in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act. The offer and sale of the Common Shares underlying the Pre-Funded Warrant have not been registered under the Securities Act. To the extent required, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01	Regulation FD Disclosure

On July 1, 2025, the Company issued press releases regarding the Beckley Psytech data described in Item 8.01 below and the PIPE Financing described in Item 1.01 above. Copies of the press releases are furnished as Exhibits 99.1 and 99.2 herewith. Attached as Exhibit 99.3 to this Current Report on Form 8-K is the form of presentation used by the Company in presentations with the PIPE Investors.

The information contained under Item 7.01 of this Form 8-K (including Exhibits 99.1, 99.2 and 99.3), 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 may be expressly set forth by specific reference in such filing.

Item 8.01	Other Events

Beckley Psytech Data

On July 1, 2025, Beckley Psytech publicly announced positive topline findings from the core part of its Phase IIb blinded clinical study of PBL-003 in 193 patients with moderate-to-severe TRD (defined as non-response to two or more prior treatments in the current depressive episode). BPL-003 is Beckley Psytech’s investigational, synthetic, intranasal formulation of 5-MeO-DMT benzoate. According to the announcement, (i) a single 12 mg dose of BPL-003 led to a mean reduction in Montgomery-Åsberg Depression Rating Scale (“MADRS”) score of 11.1 from baseline compared with 5.8 in the 0.3 mg comparator dose arm (p=0.0038) at Day 29, with the 8 mg dose arm showing a mean MADRS reduction of 12.1 from baseline at that same timepoint (p=0.0025), (ii) efficacy results were statistically significant in both active arms from as early as Day 2, with mean MADRS reductions from baseline of 8.8 in the 8 mg group and 8.9 in the 12 mg group observed at that timepoint (these mean reductions from baseline increased to 11.1 in the 8 mg group and 10.8 in the 12 mg group at Day 8), and (iii) a durable effect was also observed for both doses, with the 8 mg group showing a mean reduction of 10.8 points from baseline at Day 57 and the 12 mg group showing a mean reduction of 10.2 points from baseline compared with the 0.3 mg group (5.2 point reduction). BPL-003 was generally well-tolerated with more than 99% of adverse events being reported as mild or moderate and no drug-related serious adverse events reported, and with no participants in the 12 mg or 8 mg arms having any instance of treatment-emergent suicidal intent or behavior, indicating no suicide-related safety signal. The majority of patients were deemed ready for discharge at 90 minutes post-dose. Beckley Psytech believes these results support selection of the 8 mg dose for Phase III studies of BPL-003 and now plans to progress Phase III planning with appropriate regulatory bodies.

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 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: expectations regarding the closing of the PIPE Financing, including satisfaction and timing of closing conditions, including the closing conditions relating to the HSR Act filing, and expectations regarding the use of proceeds from the proposed financing, the Company’s expected cash runway after giving effect to this offering, the closing of the Acquisition, including timing and approvals; expectations regarding operations of the combined company, including strategic value of the clinical development programs for patients and shareholders as well as expectations regarding financial synergies; timing and results of Beckley’s BPL-003 Phase IIb trial and related data readouts and expectations for progressing to phase III studies of BPL-003; expectations regarding Beckley’s other clinical assets, including ELE-101; our business strategy and plans; and the potential, success, cost and timing of development of our product candidates, and the product candidates of those companies we invest in.

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 Current Report on Form 8-K, other than to the extent required by applicable law.

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits
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Exhibit<br><br> <br>No.	Description
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10.1+§	Form of Subscription Agreement.
10.2+§	Subscription Agreement, dated as of July 1, 2025, entered into between the Company and Apeiron Investment Group Ltd.
10.3+§	Subscription Agreement, dated as of July 1, 2025, entered into between the Company and Ferring Ventures S.A.
10.4§	Form of Pre-Funded Warrant.
10.5+	Registration Rights Agreement, dated as of July 1, 2025, among the Company and the PIPE Investors.
99.1*	Press Release, titled “atai Life Sciences and Beckley Psytech Announce Positive Topline Results from Phase 2b Study of BPL-003 in Patients with<br> Treatment-Resistant Depression”, dated July 1, 2025.
99.2*	Press Release, titled “atai Life Sciences Announces $50 Million Private Placement Financing”, dated July 1, 2025.
99.3*	Atai Company Presentation, dated July 1, 2025.
104	Cover Page Interactive Data File (embedded within the inline XBRL document).

*Furnished herewith

+Certain of the schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the SEC upon request.

§Certain portions of this exhibit (indicated by “[***]”) have been redacted pursuant to Regulation S-K, Item 601(a)(6).

No Offer or Solicitation

This Current Report on Form 8-K is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Additional Information and Where to Find It

This Current Report on Form 8-K is being made in respect of the proposed transaction between the Company and Beckley Psytech. In connection with the proposed transaction, a registration statement on Form S-4 will be filed (the “Registration Statement”) which will include a proxy statement of the Company (the “Proxy Statement”), as well as other relevant documents regarding the Acquisition. This Current Report on Form 8-K is not a substitute for the Registration Statement, the Proxy Statement or any other document which the Company may file with the SEC. INVESTORS ARE URGED TO READ IN THEIR ENTIRETY THE REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION, WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

A free copy of the Registration Statement, including the Proxy Statement, as well as other filings containing information about the Company, when such documents become available, may be obtained at the SEC’s website (http://www.sec.gov).

Participants in the Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from its shareholders in respect of the proposed transactions contemplated by the Registration Statement, including the Proxy Statement. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the shareholders of the Company in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the Registration Statement, including the Proxy Statement, when it is filed with the SEC. Information regarding the Company’s directors and executive officers is contained in its Annual Report on Form 10-K for the year ended December 31, 2024 and its proxy statement on Schedule 14A, dated April 21, 2025, which are filed with the SEC.

SIGNATURES

Pursuant to the requirements of the Exchange Act, 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: July 1, 2025	By:	/s/ Srinivas Rao
	Name:	Srinivas Rao
	Title:	Chief Executive Officer

Exhibit 10.1

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS THEREUNDER. THE SECURITIES PURCHASED HEREUNDER MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS THEREUNDER.

FORM OF SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Agreement”) is made and entered into as of July 1, 2025 (the “Agreement Date”), by and among (i) the undersigned investor named on the signature page hereto (the “Purchaser”) and (ii) ATAI Life Sciences N.V. (the “Company”).

WHEREAS, the Company has agreed to issue to the Purchaser ordinary shares in the capital of the Company with a nominal value of €0.10 per share (“Common Shares”);

WHEREAS, concurrently with the entry into this Agreement, the Company has entered into subscription agreements (the “Other Subscription Agreements”) with certain other investors parties thereto (the “Other Purchasers”) on substantially the same terms as set forth herein; and

WHEREAS, as of the date hereof, the Company and the other parties thereto have executed and delivered that certain Registration Rights Agreement in the form attached hereto as Exhibit A (the “Registration Rights Agreement”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree as follows:

1.	Purchase and Sale of the Purchased Shares. Subject to the terms and conditions hereof, the Company hereby agrees to issue, sell, assign, transfer and convey to Purchaser, and Purchaser,<br> hereby agrees to purchase and accept from the Company, at the Closing (as hereinafter defined), the number of Common Shares as indicated on the Purchaser’s signature page hereto. The Common Shares<br> purchased by the Purchaser pursuant to this Agreement shall be referred to in this Agreement as the “Purchased Shares”. The Purchased Shares shall be purchased free and clear of all encumbrances<br> (other than those imposed by the Securities Act, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations; or pursuant to any applicable state “blue sky” laws, or encumbrances arising out of<br> actions of the Purchaser or any encumbrances created as a result of, or in connection with, the Purchased Shares being in book-entry form).
2.	Purchase Price. Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to purchase, and the Company agrees to sell, the Purchased Shares for an<br> aggregate purchase price as indicated on the Purchaser’s signature page hereto (the “Purchase Price”). The Company approves payment of the Purchase Price in a<br> currency other than Euro.
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Purchase and Sale of the Purchased Shares. Subject to the terms and conditions hereof, the Company hereby agrees to issue, sell, assign, transfer and convey to Purchaser, and Purchaser, hereby agrees to purchase and accept from the Company, at the Closing (as hereinafter defined), the number of Common Shares as indicated on the Purchaser’s signature page hereto. The Common Shares purchased by the Purchaser pursuant to this Agreement shall be referred to in this Agreement as the “Purchased Shares”. The Purchased Shares shall be purchased free and clear of all encumbrances (other than those imposed by the Securities Act, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations; or pursuant to any applicable state “blue sky” laws, or encumbrances arising out of actions of the Purchaser or any encumbrances created as a result of, or in connection with, the Purchased Shares being in book-entry form).

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3.	Closing. The closing of the purchase and sale of the Purchased Shares under this Agreement (the “Closing”) shall occur on a date to be determined<br> by the Company, which the Company will take commercially reasonable efforts to cause to occur as promptly as practicable following the satisfaction (or waiver) of the closing condition specified in Section 6(b)(iii) hereof (the “Closing Date”). Not less than five (5) business days prior to the scheduled Closing Date, the Company shall provide to the undersigned written notice (i) that the Company reasonably expects all<br> conditions to the Closing to be satisfied or waived, (ii) of the date and expected time of such scheduled Closing, and (iii) wire instructions for delivery of the Purchase Price by the undersigned. At the Closing, the Company shall issue<br> (whether or not through the facilities of The Depository Trust Company) to the Purchaser the Purchased Shares against, and subject to receipt by the Company of, payment of the Purchase Price by wire transfer of immediately available<br> funds to an account designated by the Company, and the Company shall provide evidence to the Purchaser from the Company’s transfer agent of the delivery and issuance of the Purchased Shares on the books and records of such transfer agent.
4.	Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser as of the date hereof as follows:
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Closing. The closing of the purchase and sale of the Purchased Shares under this Agreement (the “Closing”) shall occur on a date to be determined by the Company, which the Company will take commercially reasonable efforts to cause to occur as promptly as practicable following the satisfaction (or waiver) of the closing condition specified in Section 6(b)(iii) hereof (the “Closing Date”). Not less than five (5) business days prior to the scheduled Closing Date, the Company shall provide to the undersigned written notice (i) that the Company reasonably expects all conditions to the Closing to be satisfied or waived, (ii) of the date and expected time of such scheduled Closing, and (iii) wire instructions for delivery of the Purchase Price by the undersigned. At the Closing, the Company shall issue (whether or not through the facilities of The Depository Trust Company) to the Purchaser the Purchased Shares against, and subject to receipt by the Company of, payment of the Purchase Price by wire transfer of immediately available funds to an account designated by the Company, and the Company shall provide evidence to the Purchaser from the Company’s transfer agent of the delivery and issuance of the Purchased Shares on the books and records of such transfer agent.

Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser as of the date hereof as follows:

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(a) Due Organization; Qualification.

(i) Each of the Company and its subsidiaries is duly organized, validly existing and in good standing (in each jurisdiction in which such qualification exists) under the laws of its place of incorporation, organization or formation and has all necessary power and authority to conduct its business in the manner in which its business is currently being conducted.

(ii) The Company is duly registered, licensed or otherwise qualified to do business as a foreign entity, and is in good standing, under the laws of all jurisdictions in which such qualification exists and where the character of the properties owned or leased by it or the nature of its business requires such registration, licensing or other qualification, except where such failure to be so registered, licensed or otherwise qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company or on the Company’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby (a “Material Adverse Effect”). Each of the Company’s subsidiaries is duly registered, licensed or otherwise qualified to do business as a foreign entity, and is in good standing, under the laws of all jurisdictions which such qualification exists and where the character of the properties owned or leased by it or the nature of its business requires such registration, licensing or other qualification, except where such failure to be so registered, licensed or otherwise qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no pending or, to the knowledge of the Company, threatened proceeding for the dissolution or liquidation of the Company or any of its subsidiaries.

(b) Authority; Binding Nature of Agreement. The Company has all necessary power and authority to enter into and to perform its obligations under this Agreement, and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar law relating to or affecting the enforcement of creditors’ rights generally and legal principles of general applicability governing the availability of equitable remedies.

(c) Non-Contravention. Except as may result from any facts or circumstances relating solely to the Purchaser (and in the case of clauses (iii) and (iv), except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impede the Company’s ability to consummate the transactions contemplated hereby), neither (x) the execution, delivery or performance of this Agreement by the Company, nor (y) the consummation of the transactions contemplated hereby by the Company, will directly or indirectly (with or without notice or lapse of time):

(i) contravene, conflict with or result in a violation of any of the provisions of the Articles of Association of the Company;

(ii) contravene, conflict with or result in a violation of any law, statute, rule or regulation (“Law”)

      to which the Company or its subsidiaries is subject, or any agreement, order, judgment or decree \(“Order”\) to which the Company or its subsidiaries is subject;

(iii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any governmental, administrative or other regulatory body (“Governmental Authority”) the right to revoke, withdraw, suspend, cancel, terminate or modify, any applicable governmental, administrative or other regulatory permits, consents or approvals that are held by the Company or any of its subsidiaries; or

(iv) contravene, conflict with, result in a violation or breach of or loss of rights under, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or result in the creation of any encumbrance under, any provision of any agreement, indenture or instrument to which the Company or its subsidiaries is a party (a “Material Contract”) that is in effect as of the date hereof, or give any person the right to: (i) declare a default or exercise any remedy under any Material Contract in effect as of the date hereof; (ii) accelerate the maturity or performance of any Material Contract in effect as of the date hereof; or (iii) cancel, terminate, or modify any term of any Material Contract in effect as of the date hereof.

(d) Purchased Shares. The Purchased Shares, when issued and paid for by the Purchaser pursuant to this Agreement, will be duly authorized and validly issued and shall be non-assessable (meaning that the holder of such Common Share shall not, by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors for further payment on such Common Share), and such Purchased Shares will be issued without violation of any preemptive or similar rights of any shareholder of the Company and free and clear of all liens and charges (except or those liens and changes created by the Purchaser or those created as a direct result of the Common Shares being delivered in book-entry form).

(e) Capitalization. The authorized share capital of the Company consists of 750,000,000 Common Shares, 212,143,677 of which were issued and outstanding as of June 30, 2025. As of the date of this Agreement, all of the outstanding Common Shares have been duly authorized, are fully paid and non-assessable (meaning that the holder of a Common Share shall not, by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors for further payment on such Common Share) and were issued in compliance with all applicable securities Laws.

(f) SEC Reports. As of their respective dates, none of the reports, schedules, forms and other documents required to be filed by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof from January 1, 2025 through the Agreement Date (such materials being collectively referred to herein as the “SEC Reports”) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(g) Absence of Changes. Since December 31, 2024 and March 31, 2025, the dates of the latest audited and interim financial statements included within the SEC Reports, there has not been any Material Adverse Effect, and to the Company’s knowledge, no event has occurred or circumstance has arisen that, in combination with any other events or circumstances, could reasonably be expected to have or result in a Material Adverse Effect.

(h) Compliance with Laws. The Company and each of its subsidiaries is in compliance in all material respects with all applicable Laws to which the Company is subject, except where the failure to be in compliance with such Laws would not reasonably be expected to have a Material Adverse Effect on the Company and its subsidiaries (taken as a whole). Neither the Company nor any of its Subsidiaries has received any written notice or, to the Company’s knowledge, other communication from any Governmental Authority or other person regarding any actual or possible material violation of, or failure to comply with, any applicable Law that would reasonably be expected to have a Material Adverse Effect on the Company and its subsidiaries (taken as a whole).

(i) Consents. Assuming the accuracy of the representations and warranties of the Purchaser herein, no consent, approval, authorization, filing with or order of or registration with, any court or governmental agency or body is required in connection with the authorization, execution or delivery by the Company of this Agreement, the issuance and sale of the Purchased Shares and the performance by the Company of its obligations under this Agreement, except (a) such as have been or will be obtained or made under the Securities Act or the Exchange Act, (b) the filing of any requisite notices and/or application(s) to Nasdaq Global Market (“Nasdaq”) for the issuance and sale of the Purchased Shares, and the listing of the Purchased Shares for trading or quotation, as the case may be, thereon in the time and manner required thereby, (c) such as may be required under the securities, or blue sky, Laws of any state jurisdiction in connection with the offer and sale by the Company of the Purchased Shares pursuant to this Agreement, (d) the filing of the registration statement required to be filed by the Registration Rights Agreement (as defined herein), (e) that certain filing pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) described in Section 6(b)(iii) hereof, or (f) such that the failure of which to obtain would not have a Material Adverse Effect.

(j) Other Subscription Agreements. Other than the Other Subscription Agreements, the Company has not entered into any side letter or similar agreement with any Other Purchaser in connection with such Other Purchaser’s investment in the Company pursuant to its Other Subscription Agreement, and such Other Subscription Agreements have not been amended in any material respect following the date of this Agreement and reflect the same per share Purchase Price and terms that are no more favorable in any material respect to any such Other Purchaser thereunder than the terms of this Agreement.

5.	Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company as of the date hereof:

(a) Organization. The Purchaser is (a) duly organized, validly existing and in good standing under the laws of its place of incorporation, organization or formation and (b) has all requisite power, right and authority to conduct its business as now conducted in all material respects.

(b) Authorization. The Purchaser has all necessary power and authority to enter into this Agreement, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. This Agreement, when executed and delivered by the Purchaser, will, assuming the due and valid authorization, execution and delivery of such Agreement by the Company, constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other Laws of general application affecting enforcement of creditors’ rights generally, and as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(c) Non-Contravention. Except as may result from any facts or circumstances relating solely to the Company or its Subsidiaries, neither the execution, delivery and performance of this Agreement by the Purchaser, nor the consummation by the Purchaser of the transactions contemplated by this Agreement, will (with or without the passage of time or giving of notice or both) (i) conflict with or violate the organizational documents of the Purchaser, (ii) result in a breach or default under, or create in any person the right to terminate, cancel, accelerate or modify, or require any notice, consent or waiver under, conflict with or violate any Order or Material Contract to which the Purchaser is a party, by which the Purchaser is bound or by which any of the Purchaser’s properties or assets is subject, or (iii) violate any material Law or Order applicable to the Purchaser or any of the Purchaser’s properties or assets, except in each case that would not, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby.

(d) Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation under this Section 5 to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Purchased Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any third party to sell, transfer or grant participations to any third party, with respect to any of the Purchased Shares.

(e) Status of Purchaser. The Purchaser is an accredited investor as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act and as indicated and attested to by Purchaser on Exhibit B hereto. The Purchaser has such knowledge, skill and experience in financial, investment and business matters that the Purchaser is capable of evaluating the merits and risks of an investment in the Purchased Shares. The Purchaser has had the opportunity to consult with the Purchaser’s own attorney, accountant and/or financial advisers regarding the Purchaser’s investment in the Purchased Shares and their suitability for purchase by the Purchaser, and to the extent deemed necessary by the Purchaser in its sole discretion the Purchaser has retained, at the Purchaser’s own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits, risks and consequences of this Agreement and of purchasing and owning the Purchased Shares.

(f) Restricted Securities. The Purchaser understands that the Purchased Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such Purchased Shares may be resold without registration under the Securities Act only in certain limited circumstances.

(g) General Solicitation. Acknowledgements Regarding Placement Agents. The Purchaser represents that no Purchased Shares were offered or sold to it by means of any form of general solicitation or general advertising as such terms are used in Regulation D of the Securities Act. The Purchaser represents that it is making this investment based on the results of its own due diligence investigation of the Company, and has not relied on any information or advice furnished by or on behalf of TD Securities (USA) LLC, Leerink Partners LLC, Guggenheim Securities, LLC or Berenberg Capital Markets LLC (the “Placement

        Agents”\) in connection with the transactions contemplated hereby.

(h) Purchaser’s Review. The Purchaser has (i) received, reviewed, and understood the offering materials it deems necessary to make its decision to purchase the Securities, including financial and other information made available to it in connection with the Purchased Shares, the Company, and the transactions contemplated by the Agreement, (ii) had the opportunity to ask questions of, and receive answers from, the Company directly, as it deems necessary with respect to the financial information, the Purchased Shares, the Company, and the transactions contemplated by the Agreement, and (iii) conducted and completed its own independent due diligence with respect to the Purchased Shares, the Company, and the transactions contemplated by the Agreement. Based on such information as the Purchaser deemed appropriate, and without reliance upon the Placement Agents, the Purchaser has independently made its own analysis and decision to purchase the Purchased Shares.

6.	Conditions.

(a) Conditions to the Obligations of the Company and the Purchaser. The respective obligations of each of the Company and Purchaser to effect the Closing shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

(i) no temporary or permanent Order shall have been enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority nor shall any proceeding brought by a Governmental Authority seeking any of the foregoing be pending, or any applicable Law shall be in effect enjoining or otherwise prohibiting consummation of the sale and purchase of, or payment of the Purchase Price for, the Purchased Shares; and

(ii) the prior or substantially concurrent funding of the purchase price by each of the Other Purchasers pursuant to the Other Subscription Agreements.

(b) Conditions to the Obligations of the Company. The obligations of the Company to effect the Closing shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing of the following conditions:

(i) the representations and warranties of the Purchaser set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date);

(ii) the Purchaser shall have complied with or performed in all material respects its obligations required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing, including payment of the Purchase Price for the Purchased Shares prior to the issuance of such Purchased Shares; and

(iii) the expiration or termination of the waiting period (and any extension thereof) under the HSR Act with respect to a filing pursuant to the HSR Act expected to be made by Christian Angermayer and/or any of his affiliates, including, without limitation, Apeiron Investment Group Ltd. (“Apeiron”), in connection with its investment pursuant to the Other Subscription Agreement entered into by Apeiron on the date hereof.

(c) Conditions to the Obligations of the Purchaser. The obligations of the Purchaser to effect the Closing shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

(i) representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date);

(ii) the Company shall have complied with or performed in all material respects its obligations required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing; and

(iii) the Company and the other parties thereto shall have executed and delivered the Registration Rights Agreement to the Purchaser.

7.	Termination. This Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further<br> liability on the part of any party in respect thereof, (a) by either the Company or the Purchaser in the event that the Closing shall not have occurred on or before November 1, 2025 or (b) upon the mutual written agreement of the Company<br> and Purchaser to terminate this Agreement.
8.	Miscellaneous.
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Termination. This Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, (a) by either the Company or the Purchaser in the event that the Closing shall not have occurred on or before November 1, 2025 or (b) upon the mutual written agreement of the Company and Purchaser to terminate this Agreement.

Miscellaneous.

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(a) Further Assurance. Each party shall execute and cause to be delivered to the other parties hereto such instruments and other documents, and shall take such other actions, as such party may reasonably request (at or after the Closing) for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement.

(b) Fees and Expenses. Except as otherwise expressly provided in this Agreement or as expressly agreed to among any of the parties, each party will bear its respective expenses incurred in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated by this Agreement, including all fees and expenses of its advisors and representatives.

(c) Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day; provided, that, a copy of any notice sent by electronic mail or facsimile pursuant to this clause (b) must also be sent within one (1) business day by overnight mail with a nationally recognized overnight courier, freight prepaid, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent (i) if to the Purchaser, at its address, email or facsimile number as set forth on Purchaser’s signature page hereto and (ii) if to the Company, at the address as set forth below, or, in each case, to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 8(c):

If to the Company:	Atai Life Sciences N.V.
	Wallstrasse 16, 10179
	Berlin, Germany
	Attention: Ryan Barrett, General Counsel
	Email: [***]
with a copy to:	Latham & Watkins LLP
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	1271 Avenue of the Americas
	New York, NY 10020
	Attention: Nathan Ajiashvili
	Email: Nathan.Ajiashvili@lw.com

(d) Amendments and Waivers. Any term of this Agreement may be amended, terminated, waived or modified only with the written consent of the Company and the Purchaser. Subject to applicable Laws, any failure of the parties to comply with any obligation, covenant, agreement, or condition in this Agreement may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver. No delay on the part of any party in exercising any right, power, or privilege under this Agreement will operate as a waiver thereof, nor will any waiver on the part of any party of any right, power, or privilege under this Agreement operate as a waiver of any other right, power, or privilege under this Agreement, nor will any single or partial exercise of any right, power, or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement. Whenever this Agreement requires or permits consent by or on behalf of a party, such consent will be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8(d). Any amendment or waiver effected in accordance with this Section 8(d) shall be binding upon the Purchaser and each transferee of the Purchased Shares, each future holder of all such securities, and the Company.

(e) Non-Recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto or thereto and then only with respect to the specific obligations set forth herein or therein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, affiliate, agent, attorney or other representative of any party hereto or of any affiliate of any party hereto (“Non-Party Affiliates”), or any of their successors or permitted assigns, shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any obligations or liabilities of any party hereto under this Agreement for any claim, action, legal suit or other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby; and each party hereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement.

(f) Severability. If any term or other provision of this Agreement is deemed by any court to be violative of Law or public policy and therefore invalid, illegal or incapable of being enforced, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties.

(g) Cumulative Remedies; Specific Performance. The rights and remedies of the parties hereto shall be cumulative (and not alternative) of each other and of every other right or remedy the parties may otherwise have at law or in equity, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of other rights or remedies. The parties to this Agreement agree that, in the event of any breach or threatened breach by any party to this Agreement of any covenant, obligation or other provision set forth in this Agreement for the benefit of any other party to this Agreement, irreparable damage may occur and the parties may not have any adequate remedy at law, and that such other party may be entitled (in addition to any other remedy that may be available to it) to an Order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision by such party breaching or threatening breach, and an injunction or injunctions preventing or restraining such breach or threatened breach against such party, in each case without proof of actual damages or otherwise. Each party agrees to waive any requirement for the securing or posting of any bond in connection with such remedy.

(h) Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court in the County of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of New York or the United States District Court in the County of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS, THE PURCHASED SHARES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

(i) Entire Agreement. This Agreement and the Registration Rights Agreement constitute the entire agreement of the parties with respect hereto, and supersedes all prior and all other contemporaneous agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their affiliates (for the avoidance of doubt, not including the Company) with respect to the transactions contemplated hereby.

(j) Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the parties named herein and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. The rights and obligations of this Agreement may not be assigned by any party without the prior written consent of the Company and the Purchaser. Any purported assignment that does not comply with the provisions of this Section 8(j) shall be void.

(k) Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(l) Interpretation and Rules of Construction.

(i) When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents, titles and section headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

(ii) Each party hereto agrees that it has been represented by counsel during the negotiation and execution of this Agreement and, therefore, waives the application of any Law providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance. Without limiting anything contained in this Agreement, it is acknowledged that if any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant.

(iii) Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates (such that, for instance, “including” shall mean “including, without limitation”). The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement. Any reference herein to “dollars” or “$” shall mean United States dollars. The term “or” shall be deemed to mean “and/or”. Any reference to any particular code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to an administrative or other regulatory body shall be deemed to include reference to any successor thereto. Any reference herein to any period of days will mean the relevant number of calendar days unless otherwise specified. When calculating the period of time before which, within which or following which, any act is to be done or step taken under this Agreement, the date that is the reference date in calculating such period will be excluded. If the last day of such period is a non-business day, the period in question will end on the next succeeding business day. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

(m) Survival. All representations and warranties made by the parties hereto in this Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on behalf of the parties.

(n) Exculpation of the Placement Agents. Each party hereto agrees for the express benefit of the Placement Agents, and their respective affiliates and representatives that neither the Placement Agents, nor their respective affiliates and representatives has made any representation or warranty, whether express or implied, of any kind or character and has not provided any advice or recommendation in connection with the execution, delivery and performance of this Agreement or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or in connection with any of the transactions contemplated hereby; or shall be liable (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon it by this Agreement or (y) for anything which any of them may do or refrain from doing in connection with this Agreement, except for such party’s own gross negligence, willful misconduct or bad faith.

(o) Third Party Beneficiaries. The Placement Agents and their respective affiliates and representatives may rely on and shall be express third party beneficiaries of the representations and warranties and other provisions herein as if such representations and warranties, as applicable, were made directly to the Placement Agents.

(p) Disclosure. From and after the filing of a Current Report on Form 8-K disclosing all material terms of the transactions contemplated hereby, the undersigned shall not be in possession of any material, non-public information received from the Company or any of its officers, directors, employees or agents (including the Placement Agents). Each party hereto acknowledges and agrees that the undersigned, without the prior written consent of the Company, will not publicly make reference to the Company or any of its affiliates, and the Company, without the prior written consent of the undersigned, will not, and will cause its representatives, including the Placement Agents and their respective representatives, not to, publicly make reference to the undersigned or its affiliates, in each case (i) in connection with this Agreement (provided, that the undersigned may disclose its entry into this Agreement and the terms thereof) or (ii) in any press release, promotional materials, media or filings with the Securities and Exchange Commission (the “Commission”), except, in each case, disclosure as the Company reasonably determines may be required by Law, regulation, or the rules and regulations of the Commission or Nasdaq, or at the request of the Commission, Nasdaq or other regulatory agency or Governmental Authority, including, without limitation in connection with (a) the Registration Rights Agreement and any filings in connection therewith, (b) the filing of this Agreement (or a form of this Agreement) with the Commission and the inclusion of the Purchaser’s name and other information on the “conformed” signature pages thereto, and (c) the filing of a registration statement on Form S-4 or a proxy statement containing the information specified in Schedule 14A, and related materials to be filed by the Company with respect to the proposed acquisition of Beckley Psytech Limited, in each case, including without limitation, disclosure of the undersigned’s identity and beneficial ownership of Common Shares and the nature of the undersigned’s commitments, arrangements and understandings under and relating to this Agreement and any other agreements entered into between the Company and the Purchaser and/or its affiliates.

(Signature Pages Follow)

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Agreement Date.

COMPANY:
ATAI LIFE SCIENCES N.V.
By:
	Name:
	Title:

[Signature Page to Subscription Agreement]

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the Agreement Date.

PURCHASER:
By:
Name:
Title:
Notice Address:
Email:
Number of Purchased Shares subscribed for:
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Price Per Purchased Share:	$2.19
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Aggregate Purchase Price:	$
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[Signature Page to Subscription Agreement]

Exhibit A

Form of Registration Rights Agreement

Exhibit B

ELIGIBILITY REPRESENTATIONS OF PURCHASER

Exhibit 10.2

SUBSCRIPTION AGREEMENT

WHEREAS, the Company has agreed to issue to the Purchaser ordinary shares in the capital of the Company with a nominal value of €0.10 per share (“Common Shares”);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree as follows:

1.	Purchase and Sale of the Purchased Shares. Subject to the terms and conditions<br> hereof, the Company hereby agrees to issue, sell, assign, transfer and convey to Purchaser, and Purchaser, hereby agrees to purchase and accept from the Company, at the Closing (as hereinafter defined), the number of Common Shares as indicated on the Purchaser’s signature page hereto. The Common Shares purchased by the Purchaser pursuant to this Agreement shall be referred to in this<br> Agreement as the “Purchased Shares”. The Purchased Shares shall be purchased free and clear of all encumbrances (other than those imposed by the<br> Securities Act, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations; or pursuant to any applicable state “blue sky” laws, or encumbrances arising out of actions of the Purchaser or any<br> encumbrances created as a result of, or in connection with, the Purchased Shares being in book-entry form).
2.	Purchase Price. Upon the terms and subject to the conditions set forth in this<br> Agreement, the Purchaser agrees to purchase, and the Company agrees to sell, the Purchased Shares for an aggregate purchase price as indicated on the Purchaser’s signature page hereto (the “Purchase Price”). The Company approves payment of the Purchase Price in a currency other than Euro.
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Purchase and Sale of the Purchased Shares. Subject to the terms and conditions hereof, the Company hereby agrees to issue, sell, assign, transfer and convey to Purchaser, and Purchaser, hereby agrees to purchase and accept from the Company, at the Closing (as hereinafter defined), the number of Common Shares as indicated on the Purchaser’s signature page hereto. The Common Shares purchased by the Purchaser pursuant to this Agreement shall be referred to in this Agreement as the “Purchased Shares”. The Purchased Shares shall be purchased free and clear of all encumbrances (other than those imposed by the Securities Act, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations; or pursuant to any applicable state “blue sky” laws, or encumbrances arising out of actions of the Purchaser or any encumbrances created as a result of, or in connection with, the Purchased Shares being in book-entry form).

Purchase Price. Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to purchase, and the Company agrees to sell, the Purchased Shares for an aggregate purchase price as indicated on the Purchaser’s signature page hereto (the “Purchase Price”). The Company approves payment of the Purchase Price in a currency other than Euro.

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3.	Closing. The closing of the purchase and sale of the Purchased Shares under this<br> Agreement (the “Closing”) shall occur on a date to be determined by the Company, which the Company will take commercially reasonable efforts to cause to<br> occur as promptly as practicable following the satisfaction (or waiver) of the closing condition specified in Section 6(b)(iii) hereof (the “Closing Date”).<br><br><br><br><br><br> Not less than five (5) business days prior to the scheduled Closing Date, the Company shall provide to the undersigned written notice (i) that the Company reasonably expects all conditions to the Closing to be satisfied or waived, (ii) of the<br> date and expected time of such scheduled Closing, and (iii) wire instructions for delivery of the Purchase Price by the undersigned. At the Closing, the Company shall issue (whether or not through the facilities of The Depository Trust<br> Company) to the Purchaser the Purchased Shares against, and subject to receipt by the Company of, payment of the Purchase Price by wire transfer of immediately available funds to an account designated by the Company, and the Company shall<br> provide evidence to the Purchaser from the Company’s transfer agent of the delivery and issuance of the Purchased Shares on the books and records of such transfer agent.
4.	Representations and Warranties of the Company. The Company hereby represents and<br> warrants to the Purchaser as of the date hereof as follows:
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Closing. The closing of the purchase and sale of the Purchased Shares under this Agreement (the “Closing”) shall occur on a date to be determined by the Company, which the Company will take commercially reasonable efforts to cause to occur as promptly as practicable following the satisfaction (or waiver) of the closing condition specified in Section 6(b)(iii) hereof (the “Closing Date”). Not less than five (5) business days prior to the scheduled Closing Date, the Company shall provide to the undersigned written notice (i) that the Company reasonably expects all conditions to the Closing to be satisfied or waived, (ii) of the date and expected time of such scheduled Closing, and (iii) wire instructions for delivery of the Purchase Price by the undersigned. At the Closing, the Company shall issue (whether or not through the facilities of The Depository Trust Company) to the Purchaser the Purchased Shares against, and subject to receipt by the Company of, payment of the Purchase Price by wire transfer of immediately available funds to an account designated by the Company, and the Company shall provide evidence to the Purchaser from the Company’s transfer agent of the delivery and issuance of the Purchased Shares on the books and records of such transfer agent.

Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser as of the date hereof as follows:

---

(a) Due Organization; Qualification.

(i) contravene, conflict with or result in a violation of any of the provisions of the Articles of Association of the Company;

(ii) contravene, conflict with or result in a violation of any law, statute, rule or regulation (“Law”) to which the Company or its subsidiaries is subject, or any agreement, order, judgment or decree (“Order”) to which the Company or its subsidiaries is subject;

5.	Representations and Warranties of the Purchaser. The Purchaser hereby represents and<br> warrants to the Company as of the date hereof:

        Agents”\) in connection with the transactions contemplated hereby.

6.	Conditions.

(ii) the prior or substantially concurrent funding of the purchase price by each of the Other Purchasers pursuant to the Other Subscription Agreements.

(b)

    Conditions to the Obligations of the Company. The obligations of the Company to effect the Closing shall be further subject to the satisfaction \(or waiver,
    if permissible under applicable Law\) on or prior to the Closing of the following conditions:

    to the Obligations of the Purchaser. The obligations of the Purchaser to effect the Closing shall be further subject to the satisfaction \(or waiver, if
    permissible under applicable Law\) on or prior to the Closing Date of the following conditions:

(iii) the Company and the other parties thereto shall have executed and delivered the Registration Rights Agreement to the Purchaser.

7.	Termination. This Agreement shall terminate and be void and of no further force and<br> effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, (a) by either the Company or the Purchaser in the event that the Closing shall not have<br> occurred on or before November 1, 2025 or (b) upon the mutual written agreement of the Company and Purchaser to terminate this Agreement.
8.	Miscellaneous.
---	---

Termination. This Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, (a) by either the Company or the Purchaser in the event that the Closing shall not have occurred on or before November 1, 2025 or (b) upon the mutual written agreement of the Company and Purchaser to terminate this Agreement.

Miscellaneous.

---

If to the Company:	Atai Life Sciences N.V.

Wallstrasse 16, 10179

Berlin, Germany

Attention: Ryan Barrett, General Counsel

Email: [***]

with a copy to:	Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

Attention: Nathan Ajiashvili

Email: Nathan.Ajiashvili@lw.com

(l) Interpretation and Rules of Construction.

(q) HSR Filings. The Company and the Purchaser agree to make, or cause their respective affiliates to make, any required filings pursuant to the HSR Act with respect to the purchase of the Purchased Shares pursuant to this Agreement as promptly as reasonably practicable following the date of this Agreement, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act, and to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents that may be required pursuant to the HSR Act, so as to enable the parties hereto to consummate the transactions contemplated pursuant to this Agreement and the Other Subscription Agreements. Each of the Company and the Purchaser shall use its reasonable best efforts to (i) cooperate in all respects with the other party in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated pursuant to this Agreement and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated pursuant to this Agreement, including any proceeding initiated by a private person, (ii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by the Company or the Purchaser or any of its affiliates, as the case may be, from or given by the Company or the Purchaser or any of its affiliates, as the case may be, to the Federal Trade Commission (“FTC”), the Department of Justice (“DOJ”) or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private person, in each case regarding the transactions contemplated pursuant to this Agreement, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other party with respect to information relating to such party and its respective subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third person or any Governmental Authority in connection with the transactions contemplated pursuant to this Agreement, and (iv) to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other person, give the other party the opportunity to attend and participate in such meetings and conferences. Any documents or other materials provided pursuant to this Section 8(q) may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove competitively sensitive material, and the parties may, as each deems advisable, reasonably designate any material provided under this Section 8(q) as “outside counsel only material”.

(Signature Pages Follow)

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Agreement

Date.
	COMPANY:
	ATAI LIFE SCIENCES N.V.
	By:	/s/ Srinivas Rao
Name:	Srinivas Rao
---	---
Title:	Chief Executive Officer

[Signature Page to Subscription Agreement]

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the Agreement Date.

PURCHASER:
APEIRON INVESTMENT GROUP LTD
By:	/s/ Lorin Van Nuland
Name: Lorin Van Nuland
Title: Authorized Signatory
Notice Address:<br><br> <br>66 & 67 Beatrice, Amery Street,<br><br> <br>Silema O1, SLM 1707<br><br> <br>Malta
Email:[***]
Number of Purchased Shares subscribed for:	8,675,799
---	---
Price Per Purchased Share:	$	2.19
---	---	---
Aggregate Purchase Price:	$	18,999,999.81
---	---	---

[Signature Page to Subscription Agreement]

Exhibit A

Form of Registration Rights Agreement

Exhibit B

ELIGIBILITY REPRESENTATIONS OF PURCHASER

Exhibit 10.3

SUBSCRIPTION AGREEMENT

WHEREAS, the Company has agreed to issue to the Purchaser ordinary shares in the capital of the Company with a nominal value of €0.10 per share (“Common Shares”) and the Pre-Funded Warrant (as defined below);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree as follows:

1.	Purchase and Sale of the Purchased Shares and the Pre-Funded Warrant. Subject to the terms and conditions hereof, the Company hereby agrees to issue, sell, assign, transfer and convey to<br> Purchaser, and Purchaser, hereby agrees to purchase and accept from the Company, at the Closing (as hereinafter defined), the number of Common Shares as indicated on the Purchaser’s signature page<br> hereto (the “Purchased Shares”) and a pre-funded warrant (the “Pre-Funded<br> Warrant”) to purchase the number of Common Shares as indicated on the Purchaser’s signature page hereto (the “Warrant<br> Shares”) in the form set forth in Exhibit B hereto. The Purchased Shares and Pre-Funded Warrant shall be purchased free and clear of all encumbrances (other than those imposed by the Securities Act, and applicable rules<br> and regulations thereunder, and any successor to such statute, rules or regulations; or pursuant to any applicable state “blue sky” laws, or encumbrances arising out of actions of the Purchaser or any encumbrances created as a result of,<br> or in connection with, the Purchased Shares, Warrant Shares or Pre-Funded Warrant being in book-entry form).
2.	Purchase Price. Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to purchase, and the Company agrees to sell, the Purchased Shares for a<br> purchase price as indicated on the Purchaser’s signature page hereto (the “Common Shares Purchase Price”)<br> and the Pre-Funded Warrant for a purchase price as indicated on the Purchaser’s signature page hereto (the “Pre-Funded Warrant Purchase Price”, and together with<br> the Common Shares Purchase Price, the “Purchase Price”). The Company approves payment of the Purchase Price in a currency other than Euro.
---	---

Purchase and Sale of the Purchased Shares and the Pre-Funded Warrant. Subject to the terms and conditions hereof, the Company hereby agrees to issue, sell, assign, transfer and convey to Purchaser, and Purchaser, hereby agrees to purchase and accept from the Company, at the Closing (as hereinafter defined), the number of Common Shares as indicated on the Purchaser’s signature page hereto (the “Purchased Shares”) and a pre-funded warrant (the “Pre-Funded Warrant”) to purchase the number of Common Shares as indicated on the Purchaser’s signature page hereto (the “Warrant Shares”) in the form set forth in Exhibit B hereto. The Purchased Shares and Pre-Funded Warrant shall be purchased free and clear of all encumbrances (other than those imposed by the Securities Act, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations; or pursuant to any applicable state “blue sky” laws, or encumbrances arising out of actions of the Purchaser or any encumbrances created as a result of, or in connection with, the Purchased Shares, Warrant Shares or Pre-Funded Warrant being in book-entry form).

Purchase Price. Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to purchase, and the Company agrees to sell, the Purchased Shares for a purchase price as indicated on the Purchaser’s signature page hereto (the “Common Shares Purchase Price”) and the Pre-Funded Warrant for a purchase price as indicated on the Purchaser’s signature page hereto (the “Pre-Funded Warrant Purchase Price”, and together with the Common Shares Purchase Price, the “Purchase Price”). The Company approves payment of the Purchase Price in a currency other than Euro.

---

3.	Closing. The closing of the purchase and sale of the Purchased Shares under this Agreement (the “Closing”) shall occur on a date to be determined<br> by the Company, which the Company will take commercially reasonable efforts to cause to occur as promptly as practicable following the satisfaction (or waiver) of the closing condition specified in Section 6(b)(iii) hereof (the “Closing Date”). Not less than five (5) business days prior to the scheduled Closing Date, the Company shall provide to the undersigned written notice (i) that the Company reasonably expects all<br> conditions to the Closing to be satisfied or waived, (ii) of the date and expected time of such scheduled Closing, and (iii) wire instructions for delivery of the Purchase Price by the undersigned. At the Closing, the Company shall issue<br> (whether or not through the facilities of The Depository Trust Company) to the Purchaser the Purchased Shares and the Pre-Funded Warrant, in each case, against, and subject to receipt by the Company of, payment of the Purchase Price by<br> wire transfer of immediately available funds to an account designated by the Company, and the Company shall provide evidence to the Purchaser from the Company’s transfer agent of the delivery and issuance of the Purchased Shares on the<br> books and records of such transfer agent and shall provide Purchaser with a Pre-Funded Warrant certificate in the form set forth in Exhibit B hereto (the “Warrant Certificate”).
4.	Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser as of the date hereof as follows:
---	---

Closing. The closing of the purchase and sale of the Purchased Shares under this Agreement (the “Closing”) shall occur on a date to be determined by the Company, which the Company will take commercially reasonable efforts to cause to occur as promptly as practicable following the satisfaction (or waiver) of the closing condition specified in Section 6(b)(iii) hereof (the “Closing Date”). Not less than five (5) business days prior to the scheduled Closing Date, the Company shall provide to the undersigned written notice (i) that the Company reasonably expects all conditions to the Closing to be satisfied or waived, (ii) of the date and expected time of such scheduled Closing, and (iii) wire instructions for delivery of the Purchase Price by the undersigned. At the Closing, the Company shall issue (whether or not through the facilities of The Depository Trust Company) to the Purchaser the Purchased Shares and the Pre-Funded Warrant, in each case, against, and subject to receipt by the Company of, payment of the Purchase Price by wire transfer of immediately available funds to an account designated by the Company, and the Company shall provide evidence to the Purchaser from the Company’s transfer agent of the delivery and issuance of the Purchased Shares on the books and records of such transfer agent and shall provide Purchaser with a Pre-Funded Warrant certificate in the form set forth in Exhibit B hereto (the “Warrant Certificate”).

Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser as of the date hereof as follows:

---

(a) Due Organization; Qualification.

(ii) The Company is duly registered, licensed or otherwise qualified to do business as a foreign entity, and is in good standing, under the laws of all jurisdictions in which such qualification exists and where the character of the properties owned or leased by it or the nature of its business requires such registration, licensing or other qualification, except where such failure to be so registered, licensed or otherwise qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company or on the Company's ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby (a “Material Adverse Effect”). Each of the Company’s subsidiaries is duly registered, licensed or otherwise qualified to do business as a foreign entity, and is in good standing, under the laws of all jurisdictions which such qualification exists and where the character of the properties owned or leased by it or the nature of its business requires such registration, licensing or other qualification, except where such failure to be so registered, licensed or otherwise qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no pending or, to the knowledge of the Company, threatened proceeding for the dissolution or liquidation of the Company or any of its subsidiaries.

(i) contravene, conflict with or result in a violation of any of the provisions of the Articles of Association of the Company;

(ii) contravene, conflict with or result in a violation of any law, statute, rule or regulation (“Law”)

      to which the Company or its subsidiaries is subject, or any agreement, order, judgment or decree \(“Order”\) to which the Company or its subsidiaries is subject;

(d) Purchased Shares; Warrant Shares. The Purchased Shares, when issued and paid for by the Purchaser pursuant to this Agreement, will be duly authorized and validly issued and shall be non-assessable (meaning that the holder of such Common Share shall not, by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors for further payment on such Common Share), and such Purchased Shares will be issued without violation of any preemptive or similar rights of any shareholder of the Company and free and clear of all liens and charges (except or those liens and changes created by the Purchaser or those created as a direct result of the Common Shares being delivered in book-entry form). The Warrant Shares, when issued in accordance with the terms of the Pre-Funded Warrants, will be duly authorized and validly issued and shall be non-assessable (meaning that the holder of such Common Share shall not, by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors for further payment on such Common Share), and such Warrant Shares will be issued without violation of any preemptive or similar rights of any shareholder of the Company and free and clear of all liens and charges (except or those liens and changes created by the Purchaser or those created as a direct result of the Common Shares being delivered in book-entry form). The Company has reserved from its duly authorized capital stock the maximum number of Warrant Shares issuable pursuant to the Pre-Funded Warrants.

(i) Consents. Assuming the accuracy of the representations and warranties of the Purchaser herein, no consent, approval, authorization, filing with or order of or registration with, any court or governmental agency or body is required in connection with the authorization, execution or delivery by the Company of this Agreement, the issuance and sale of the Purchased Shares and the Pre-Funded Warrant and the performance by the Company of its obligations under this Agreement, except (a) such as have been or will be obtained or made under the Securities Act or the Exchange Act, (b) the filing of any requisite notices and/or application(s) to Nasdaq Global Market (“Nasdaq”) for the issuance and sale of the Purchased Shares and the Pre-Funded Warrant, and the listing of the Purchased Shares and the Warrant Shares, when issued, for trading or quotation, as the case may be, thereon in the time and manner required thereby, (c) such as may be required under the securities, or blue sky, Laws of any state jurisdiction in connection with the offer and sale by the Company of the Purchased Shares, the Pre-Funded Warrant and the Warrant Shares pursuant to this Agreement, (d) the filing of the registration statement required to be filed by the Registration Rights Agreement (as defined herein), (e) that certain filing pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) described in Section 6(b)(iii) hereof, or (f) such that the failure of which to obtain would not have a Material Adverse Effect.

5.	Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company as of the date hereof:

(d) Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation under this Section 5 to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Purchased Shares and the Pre-Funded Warrant to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any third party to sell, transfer or grant participations to any third party, with respect to any of the Purchased Shares or the Pre-Funded Warrant (including the Warrant Shares).

(e) Status of Purchaser. The Purchaser is an accredited investor as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act and as indicated and attested to by Purchaser on Exhibit C hereto. The Purchaser has such knowledge, skill and experience in financial, investment and business matters that the Purchaser is capable of evaluating the merits and risks of an investment in the Purchased Shares and the Pre-Funded Warrant (including the Warrant Shares). The Purchaser has had the opportunity to consult with the Purchaser’s own attorney, accountant and/or financial advisers regarding the Purchaser’s investment in the Purchased Shares and the Pre-Funded Warrant (including the Warrant Shares) and their suitability for purchase by the Purchaser, and to the extent deemed necessary by the Purchaser in its sole discretion the Purchaser has retained, at the Purchaser’s own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits, risks and consequences of this Agreement and of purchasing and owning the Purchased Shares and the Pre-Funded Warrant (including the Warrant Shares).

(f) Restricted Securities. The Purchaser understands that the Purchased Shares and the Pre-Funded Warrant are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such Purchased Shares and the Pre-Funded Warrant may be resold without registration under the Securities Act only in certain limited circumstances. The Warrant Shares may be subject to similar restrictions, subject to the terms of the Pre-Funded Warrant.

(g) General Solicitation; Acknowledgements Regarding Placement Agents. The Purchaser represents that neither the Purchased Shares nor the Pre-Funded Warrant were offered or sold to it by means of any form of general solicitation or general advertising as such terms are used in Regulation D of the Securities Act. The Purchaser represents that it is making this investment based on the results of its own due diligence investigation of the Company, and has not relied on any information or advice furnished by or on behalf of TD Securities (USA) LLC, Leerink Partners LLC, Guggenheim Securities, LLC or Berenberg Capital Markets LLC (the “Placement Agents”) in connection with the transactions contemplated hereby.

(h) Purchaser’s Review. The Purchaser has (i) received, reviewed, and understood the offering materials it deems necessary to make its decision to purchase the Purchased Shares and the Pre-Funded Warrant, including financial and other information made available to it in connection with the Purchased Shares, the Pre-Funded Warrant, the Company, and the transactions contemplated by the Agreement, (ii) had the opportunity to ask questions of, and receive answers from, the Company directly, as it deems necessary with respect to the financial information, the Purchased Shares and the Pre-Funded Warrant, the Company, and the transactions contemplated by the Agreement, and (iii) conducted and completed its own independent due diligence with respect to the Purchased Shares, the Pre-Funded Warrant, the Company, and the transactions contemplated by the Agreement. Based on such information as the Purchaser deemed appropriate, and without reliance upon the Placement Agents, the Purchaser has independently made its own analysis and decision to purchase the Purchased Shares and the Pre-Funded Warrant.

6.	Conditions.

(ii) the prior or substantially concurrent funding of the purchase price by each of the Other Purchasers pursuant to the Other Subscription Agreements.

(ii) the Purchaser shall have complied with or performed in all material respects its obligations required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing, including payment of the Purchase Price for the Purchased Shares and the Pre-Funded Warrant prior to the issuance of such Purchased Shares and Pre-Funded Warrant; and

(iii) the expiration or termination of the waiting period (and any extension thereof) under the HSR Act with respect to a filing pursuant to the HSR Act expected to be made by Apeiron Investment Group Ltd. (“Apeiron”) in connection with its investment pursuant to the Other Subscription Agreement entered into by Apeiron on the date hereof.

(ii) the Company shall have complied with or performed in all material respects its obligations required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing;

(iii) the Company and the other parties thereto shall have executed and delivered the Registration Rights Agreement to the Purchaser; and

(iv) the Company shall have, or shall be prepared to deliver substantially simultaneously with the Closing hereof, the Warrant Certificate.

8.	Miscellaneous.

If to the Company:	Atai Life Sciences N.V.

Wallstrasse 16, 10179

Berlin, Germany

Attention: Ryan Barrett, General Counsel

Email: [***]

with a copy to:	Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

Attention: Nathan Ajiashvili

Email: Nathan.Ajiashvili@lw.com

(d) Amendments and Waivers. Any term of this Agreement may be amended, terminated, waived or modified only with the written consent of the Company and the Purchaser. Subject to applicable Laws, any failure of the parties to comply with any obligation, covenant, agreement, or condition in this Agreement may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver. No delay on the part of any party in exercising any right, power, or privilege under this Agreement will operate as a waiver thereof, nor will any waiver on the part of any party of any right, power, or privilege under this Agreement operate as a waiver of any other right, power, or privilege under this Agreement, nor will any single or partial exercise of any right, power, or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement. Whenever this Agreement requires or permits consent by or on behalf of a party, such consent will be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8(d). Any amendment or waiver effected in accordance with this Section 8(d) shall be binding upon the Purchaser and each transferee of the Purchased Shares and the Pre-Funded Warrant, each future holder of all such securities, and the Company.

(h) Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court in the County of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of New York or the United States District Court in the County of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS, THE PURCHASED SHARES AND THE PRE-FUNDED WARRANT OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

(i) Entire Agreement. This Agreement, the Warrant Certificate and the Registration Rights Agreement constitute the entire agreement of the parties with respect hereto, and supersedes all prior and all other contemporaneous agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their affiliates (for the avoidance of doubt, not including the Company) with respect to the transactions contemplated hereby.

(l) Interpretation and Rules of Construction.

(Signature Pages Follow)

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Agreement Date.

COMPANY:
ATAI LIFE SCIENCES N.V.
By:	/s/ Srinivas Rao
	Name:	Srinivas Rao
	Title:	Chief Executive Officer

[Signature Page to Subscription Agreement]

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the Agreement Date.

PURCHASER:
FERRING VENTURES S.A.
By:	/s/ Jean-Frédéric Paulsen
Name: Jean-Frédéric Paulsen
Title: Chairman
By:	/s/ Jose-Javier Enriquez
Name: Jose-Javier Enriquez
Title: Head of Finance
Notice Address:	Ferring Ventures S.A.
---	---
	Chemin de la Vergognausaz 50
	1162 St-Prex, Switzerland
	Attention: Margaret Wynne, Senior Counsel
	Email: [***]
with a copy to:	Ferring Ventures S.A.
---	---
	Chemin de la Vergognausaz 50
	1162 St-Prex, Switzerland
	Attention: Jose-Javier Enriquez, Head of Finance
	Email: [***]
Number of Purchased Shares subscribed for:	0
---	---
Price Per Purchased Share:	$2.19
---	---
Number of Warrant Shares underlying Pre-Funded Warrant subscribed for:	4,566,210
---	---
Pre-Funded Warrant Purchase Price:	$2.18
---	---
Aggregate Purchase Price:	$	9,954,337.80
---	---	---

[Signature Page to Subscription Agreement]

Exhibit A

Form of Registration Rights Agreement

Exhibit B

Form of Warrant Certificate

Exhibit C

ELIGIBILITY REPRESENTATIONS OF PURCHASER

Exhibit 10.4

PURSUANT TO THE TERMS OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED OR CANCELED, AND THEREFORE THE ACTUAL NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF. ANY TRANSFEREE OF THIS WARRANT SHOULD CONTACT ATAI LIFE SCIENCES N.V. IN ADVANCE OF ACQUIRING THIS WARRANT TO BE APPRISED OF THE ACTUAL NUMBER OF SHARES THAT MAY BE ACQUIRED PURSUANT TO THE EXERCISE OF THIS WARRANT.

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY

    TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

FORM OF PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT

ATAI LIFE SCIENCES N.V.

Warrant Shares: 4,566,210	Issue Date: [ ], 2025

THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Ferring Ventures S.A. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time and from time to time on or after the date hereof (the “Issue Date”) and until this Warrant is exercised in full (the “Termination Date”),

      to subscribe for and purchase from ATAI Life Sciences N.V., a public company incorporated under Dutch law \(naamloze vennootschap\) \(the “Company”\), up to 4,566,210 \(as subject to adjustment
      hereunder\) of the Company’s ordinary shares with a nominal value €0.10 per share \(“Common Shares”, and each Common Share issuable upon exercise of this Warrant, a “Warrant Share”, and all such shares, the “Warrant Shares”\) at
      an exercise price per Warrant Share equal to $0.01, subject to adjustment hereunder \(the “Exercise Price”\).  The purchase price of this Warrant is $2.18 per Warrant Share  \(the “Purchase Price”\).

Section 1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Board of Directors” means the supervisory board of directors of the Company or similar governing body if no supervisory board of directors (e.g. the board of directors or similar body, if a single-tiered board of directors).

“Commission” means the United States Securities and Exchange Commission.

“Common Share Equivalents” means any securities of the Company which would entitle the holder thereof to acquire Common Shares at any time, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exercise Price” has the meaning set forth in the preamble.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Purchase Price” has the meaning set forth in the preamble.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Subscription Agreement” means that certain Subscription Agreement, dated as of the date therein, among the Company and Ferring Ventures S.A..

“Subsidiary” means any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

“Trading Day” means a day on which the Common Shares are traded on a Trading Market.

“Trading Market” means any of the following markets or exchanges on which the Common Shares are listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).

“Transfer Agent” means the then current transfer agent of the Company.

“VWAP” means, for any date, the price per Common Share determined by the first of the following clauses that applies: (a) if the Common Shares are then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Shares for such date (or the nearest preceding date) on the Trading Market on which the Common Shares are then listed or quoted as reported by Bloomberg L.P. (“Bloomberg”) (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Shares are then listed on OTCQB or OTCQX, the volume weighted average price of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Shares are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent price per Common Share so reported, or (d) in all other cases, the fair market value of one Common Share as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then the Board of Directors of the Company shall use its good faith judgment to determine the fair market value. The Board of Directors’ determination shall be binding upon all parties.

“Warrant Shares” has the meaning set forth in the preamble.

Section 2. Exercise.

(a) Exercise of Warrant. Exercise of the unexercised part of this Warrant may be made, in whole or in part, at any time or times on or after the Issue Date and on or before the Termination Date by delivery (whether via facsimile, electronic mail or otherwise) to the Company of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”) and delivery of the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by (A) wire transfer of immediately available funds to an account designated by the Company in writing or (B) cashier’s check drawn on a United States bank, in each case unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares that can be subscribed for under this Warrant in an amount equal to the applicable number of Warrant Shares subscribed for. The Holder and the Company shall maintain records showing the number of Warrant Shares subscribed for and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any transferee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. The Holder shall not be entitled to the return or refund of all, or any portion, of any pre-paid Purchase Price under any circumstance or for any reason whatsoever.

(b) Exercise Price. The Purchase Price of this Warrant, less the aggregate Exercise Price, was pre-funded to the Company on or prior to the Issue Date. The pre-funded Purchase Price of this Warrant shall be considered to have been pre-paid on the Warrant Shares issuable hereunder and, consequently, upon the issuance of any Warrant Shares pursuant to the exercise of this Warrant, such Warrant Shares shall have been paid up in full and the Company irrevocably consents to such payment being made in a currency other than the Euro. Consequently, no additional consideration (other than the Exercise Price per Warrant Share) shall be required to be paid by the Holder to effect any exercise of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance or for any reason whatsoever.

(c) Cashless Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to (X) multiplied by the quotient obtained by dividing [(A) minus (B)] by (A), where:

(A)	=	the average VWAP on the five Trading Days (i) immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise and payment of the aggregate Exercise Price is both executed<br> and delivered pursuant to Section 2(a) hereof (1) on a day that is not a Trading Day or (2) on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal<br> securities laws) or during “regular trading hours” on such Trading Day or (ii) ending on (and inclusive of) the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of<br> Exercise and payment of the aggregate Exercise Price is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;
(B)	=	the aggregate Exercise Price of the Warrant Shares with respect to which this Warrant is being exercised, as adjusted hereunder; and
(X)	=	the number of Warrant Shares with respect to which this Warrant is then being exercised

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrant being exercised, including subject to Section 2(d)(viii) below. The Company agrees not to take any position contrary to this Section 2(c).

(d) Mechanics of Exercise.

(i) Delivery of Warrant Shares Upon Exercise. Upon exercise of this Warrant, the Company shall issue (whether or not through the facilities of The Depository Trust Company, which shall be at the option of the Company) to the Holder the Warrant Shares purchased hereunder against, and subject to receipt by the Company of, the payment of the aggregate Exercise Price by wire transfer of immediately available funds to an account designated by the Company, and the Company shall provide evidence to the Holder from the Company’s Transfer Agent of the delivery and issuance of the Warrant Shares on the books and records of such Transfer Agent to the address specified by the Holder in the Notice of Exercise by the date that is two (2) Trading Days after the delivery to the Company of the Notice of Exercise and (other than in the case of a cashless exercise) receipt of the aggregate Exercise Price by the Company (such date, the “Warrant Share Delivery Date”). The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.

(ii) Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant , at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares underlying this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

(iii) Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date (subject to receipt of the aggregate Exercise Price for the applicable exercise (other than in the case of a cashless exercise)), then the Holder will have the right to rescind such exercise.

(iv) [Reserved]

(v) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

(vi) Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

(vii) Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

(viii) Agreement to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the restrictive legend requirements set forth on the face of this Warrant and further agrees that Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the same form as set forth on the face of this Warrant with such changes as necessary to reflect that the securities are Common Shares; provided that, such Warrant or any Warrant Shares need not bear such a legend if the Company determines, in its reasonable discretion, that such Warrant Share need not bear such a legend.

(e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder’s Affiliates and (ii) any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder or any of the Holder’s Affiliates for purposes of Section 13(d) of the Exchange Act (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any aggregation of beneficial ownership as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of shares of Common Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e). Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the foregoing, this Section 2(e) shall have no effect and shall not limit the ability to exercise (including the exercise in full) or require any advance notice of this Warrant from the time of the public announcement of (x) the entry into a merger agreement between the Company and any party other than the Holder, (y) the commencement of a tender offer by any party other than the Holder or (z) any other transaction that would be a Fundamental Transaction upon closing of such transaction. After the shareholder vote to approve such transaction or public announcement of the abandonment of such transaction, this Section 2(e) will automatically come back into force and effect and restrict the exercise according to the above terms.

Section 3. Certain Adjustments.

(a) Stock Dividends and Splits . If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on Common Shares (which, for avoidance of doubt, shall not include any Common Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding Common Shares into a larger number of Common Shares, (iii) combines (including by way of reverse stock split) outstanding Common Shares into a smaller number of Common Shares, or (iv) issues by reclassification of Common Shares any shares in its share capital, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Common Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Common Shares outstanding immediately after such event, and the number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above and notwithstanding the adjustments pursuant to Section 3(b) above, if at any time the Company grants, issues or sells any Common Share Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record holders of any class of Common Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

(c) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Common Shares, by way of return of capital or otherwise (including, without limitation, any distribution of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Common Shares are to be determined for the participation in such Distribution (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Common Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

(d) Fundamental Transaction. If, at any time while this Warrant is outstanding, in each case other than in connection with a redomiciliation of the Company to another jurisdiction that is by way of merger, conversion or similar transaction, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person , (ii) the Company or any Subsidiary, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Shares or 50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding Common Shares or 50% or more of the voting power of the Common Shares of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of Common Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Common Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Common Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.

(e) Certain Transactions. In the event of any event or transaction, including, without limitation, the redomiciliation of the Company into another jurisdiction (including by way of merger or similar transaction), the conversion of the Company to another entity form, or a holding company transaction where a holding company is interposed between the Company and its shareholders, as a result of which, in each case, the Common Shares are converted into, or are exchanged for, or represent solely the right to receive, other securities, then, notwithstanding anything to the contrary herein, the consideration due upon exercise of any Warrant will be determined in the same manner as if each reference to any number of Common Shares were instead a reference to the same number of such other securities.

(f) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of Common Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Common Shares (excluding treasury shares, if any) issued and outstanding.

(g) Notice to Holder for Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(h) Nasdaq. Notwithstanding the foregoing, no Common Shares will be issued to the extent such issuance would violate Nasdaq Rule 5635.

Section 4. Transfer of Warrant.

(a) Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

(b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

(c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

Section 5. Miscellaneous.

(a) No Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3 (and for the avoidance of doubt, except to the extent the Holder is required to be deemed a holder of the Warrant Shares under applicable Tax law). Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,” and to receive the cash payments contemplated pursuant to Sections 2(d)(i), in no event will the Company be required to net cash settle an exercise of this Warrant.

(b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of such Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of such Warrant.

(c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.

(d) Authorized Shares.The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized but unissued share capital, solely for the purpose of enabling it to issue the Warrant Shares upon exercise of this Warrant as herein provided, a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Shares may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of this Warrant will and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable (meaning that a holder of a Warrant Share shall not by reason of merely being such a holder be subject to assessment or calls by the Company or its creditors for further payment on such Warrant Share) and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articles of association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the nominal value of any Warrant Shares above the Purchase Price per Warrant Share (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable (meaning that a holder of a Warrant Share shall not by reason of merely being such a holder be subject to assessment or calls by the Company or its creditors for further payment on such Warrant Share) Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

(e) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

(f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

(g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the right to exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(h) Notices. Any and all notices or other communications or deliveries to be provided by the holders hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company, at Wallstrasse 16, 10179, Berlin, Germany, Attention: Ryan Barrett, General Counsel, Email: [***], or such other facsimile number, email address or address as the Company may specify for such purposes by notice to the holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

(i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Share or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

(k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

(l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder of this Warrant, on the other hand.

(m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

ATAI LIFE SCIENCES N.V.
By:
	Name:
	Title:

[Signature Page to Warrant Agreement]

NOTICE OF EXERCISE

TO: ATAI LIFE SCIENCES N.V.

(1)	The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all<br> applicable transfer taxes, if any.
(2)	Payment shall take the form of (check applicable box):
---	---

☐ in lawful money of the United States; or

☐ “cashless exercise” as set forth in subsection 2(c).

(3)	By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of Common Shares (as<br> determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 2(e) of the Warrant to which this notice relates.
(4)	Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
---	---

(3)

By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of Common Shares (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 2(e) of the Warrant to which this notice relates.

(4)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

---

[SIGNATURE OF HOLDER]

Name of Investing Entity:
Signature of Authorized Signatory of Investing Entity:
Name of Authorized Signatory:
Title of Authorized Signatory:
Date:

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:
	(Please Print)
Address:
	(Please Print)
Phone Number:
Email Address:
Dated:
Holder’s Signature:
Holder’s Address:

Exhibit 10.5

REGISTRATION RIGHTS AGREEMENT

by and among

ATAI LIFE SCIENCES N.V.,

AND

THE OTHER HOLDERS FROM TIME TO TIME PARTIES

HERETO

Dated as of July 1, 2025

TABLE OF CONTENTS

		PAGE
ARTICLE I DEFINITIONS		2
SECTION 1.01	Definitions	2
ARTICLE II REGISTRATION RIGHTS		4
SECTION 2.01	Resale Shelf Registration	4
SECTION 2.02	Registration Procedures	5
SECTION 2.03	Registration Expenses	8
SECTION 2.04	Indemnification	8
SECTION 2.05	1934 Act Reports	10
SECTION 2.06	Blackout Periods	11
SECTION 2.07	Participation in Registrations	11
SECTION 2.08	Rule 144	11
SECTION 2.09	Further Assurance	12
ARTICLE III MISCELLANEOUS		12
SECTION 3.01	Notices	12
SECTION 3.02	Binding Effect; Benefits; Entire Agreement	12
SECTION 3.03	No Waiver	13
SECTION 3.04	Amendment	13
SECTION 3.05	Assignability	13
SECTION 3.06	Survival	13
SECTION 3.07	Applicable Law	13
SECTION 3.08	Specific Performance	14
SECTION 3.09	Severability	14
SECTION 3.10	Section and Other Headings; Interpretation	14
SECTION 3.11	Counterparts	14

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 1, 2025, is by and among (i) ATAI Life Sciences N.V., a public company under Dutch law (naamloze vennootschap) (“Company”) and the Holders (as defined herein) party hereto for which an authorized signatory has provided a signature across from such Holder’s name on Schedule A hereto (each a “Party” and, collectively, the “Parties”).

WHEREAS, the Company has entered into certain subscription agreements (the “Subscription Agreements”) with the Holders, dated the date hereof, and has agreed to provide the Holders with certain resale shelf registration rights with respect to the Registrable Securities (as herein after defined) received by the Holders pursuant to the Subscription Agreements or pursuant to the exercise of pre-funded warrants (each, a “Pre-Funded Warrant”), if any, received by such Holder pursuant to its Subscription Agreement; and

WHEREAS, the Company has entered into that certain Share Purchase Agreement (the “SPA”), dated as of the date hereof, which provides, among other things, for the Company to acquire the entire issued share capital not already held by the Company of Beckley Psytech Limited, a company incorporated in England and Wales, upon the terms and subject to the conditions set forth in the SPA;

NOW THEREFORE, In consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto mutually agree as follows:

Article I

DEFINITIONS

SECTION 1.01 Definitions.

(a) The following terms, as used herein, have the following meanings:

“1933 Act” means the Securities Act of 1933, as amended.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing; provided, that (i) “Affiliate” shall not include any portfolio company of any specified Person and (ii) with respect to the Company, “Affiliates” means the Company and any Person that is controlled, directly or indirectly, by the Company.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in the City of New York are authorized or obligated by law or executive order to close.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Shares” means the ordinary shares of the Company, with a nominal value EUR 0.10 each.

“Holder” means any holder from time to time of Registrable Securities that is a Party to this Agreement.

“Joinder Agreement” means a joinder agreement to this Agreement, a form of which is attached hereto as Exhibit A.

“Person” means an individual, a corporation, a partnership, limited liability entity, an association, a trust or any other entity or organization, including a government, a political subdivision or an agency or instrumentality thereof.

“Registrable Securities” means (i) the Common Shares received by the Holders pursuant to the Subscription Agreements and any Common Shares issuable to a Holder upon exercise of a Pre-Funded Warrant, if any, received by such Holder pursuant to its Subscription Agreement and (ii) any other common securities issued and issuable therefor or with respect thereto, whether by way of stock split, stock dividend, reclassification, subdivision or reorganization, recapitalization, merger, consolidation, distribution or similar event (it being understood that, for purposes of this Agreement, a Person shall be deemed to be a Holder of Registrable Securities whenever such Person in its sole discretion has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition or other transfer has actually been effected). As to any particular Registrable Securities, such securities shall cease to constitute Registrable Securities when (1) a registration statement with respect to the offering of such securities by the Holder thereof shall have been declared effective under the 1933 Act and such securities shall have been sold, transferred or disposed of pursuant to such registration statement, (2) such securities have been sold pursuant to a Rule 144 Transfer, (3) such securities shall have been repurchased by the Company or ceased to be outstanding, (4) such securities shall have been otherwise transferred by such Holder to an entity or Person that is not an Affiliate of such Holder, new certificates for such securities not bearing (or book-entry positions not subject to) a 1933 Act legend restricting further transfer shall have been delivered by the Company and subsequent disposition of them shall not require registration or qualification of them under the 1933 Act or any state securities or blue sky law then in effect or (5) such Holder is able to dispose of all of its Registrable Securities pursuant to Rule 144 without volume limitation or other restrictions on transfer thereunder and without the requirement for the Company to be in compliance with Rule 144(c)(1).

“Rule 144” means Rule 144 under the 1933 Act (or any successor Rule).

“Rule 144 Transfer” means any transfer for value conducted in accordance with Rule 144 (or any successor rule promulgated thereafter by the Commission).

(b) The following terms are defined in the respective Sections set opposite each such term below:

Term	Section
Advice	Section 2.02
Agreement	Preamble
Blackout Period	Section 2.06
Company	Preamble
Effectiveness Deadline	Section 2.01(a)
Filing Deadline	Section 2.01(a)
Opt-Out Request	Section 3.01
Shelf Registration	Section 2.01(a)
Shelf Registration Statement	Section 2.01(a)

Article II

REGISTRATION RIGHTS

SECTION 2.01 Resale Shelf Registration.

(a) The Company shall use its reasonable best efforts to file as promptly as practicable following, and in any event within 30 calendar days of, the earlier to occur of (i) date of the closing of the transactions contemplated by the SPA and (ii) the date of the termination of the SPA pursuant to its terms (the “Filing Deadline”), a registration statement on Form S-1 or Form S-3 to register for resale from time to time the Registrable Securities of the Holders then outstanding on a delayed or continuous basis pursuant to Rule 415 under the 1933 Act or any successor rule thereto (such shelf registration, a “Shelf Registration”, and such registration statement, a “Shelf Registration Statement”), (ii) to promptly thereafter cause the Commission to declare such registration statement effective and (iii) to maintain the effectiveness of such registration statement in accordance with clause (b) of this Section 2.01. The “Plan of Distribution” section of such Shelf Registration Statement shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, derivative transactions, short sales, stock loan or stock pledge transactions, hedging transactions and sales not involving a public offering by its pledgees, assignees, donees, transferees or successors-in-interest. The Company shall use reasonable efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) thirty (30) calendar days (provided that such period may be extended to 60 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) following the Filing Deadline and (ii) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the registration statement will not be “reviewed” or will not be subject to further review (the “Effectiveness Deadline”).

(b) The Company shall use its reasonable best efforts to keep any Shelf Registration Statement continuously effective under the 1933 Act (including, if necessary, by renewing or refiling a Shelf Registration Statement prior to expiration of the existing Shelf Registration Statement or by filing with the Commission a post-effective amendment or a supplement to the Shelf Registration Statement or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act, the 1934 Act, any state securities or blue sky laws, or any rules and regulations thereunder) in order to permit the prospectus forming a part thereof to be usable by Holders, as to such Registrable Securities, until the date as of which such securities cease to be Registrable Securities.

(c) If such Shelf Registration Statement is filed on Form S-1, the Company will use reasonable best efforts as promptly as reasonably practicable to become and remain eligible to use Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on a continuous basis on another appropriate form reasonably acceptable to the Holders, including a Form S-1, and (ii) undertake to register the Registrable Securities on Form S-3 promptly after such form is available; provided, that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.

(d) Notwithstanding anything contained herein, in the event that the Commission requires the Company to reduce the number of Registrable Securities to be included in a Shelf Registration Statement in order to allow the Company to rely on Rule 415 with respect to such Shelf Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Shelf Registration Statement to the maximum number of securities as is permitted to be registered by the Commission. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its reasonable best efforts to file one or more additional Shelf Registration Statements so as to cover all of the Registrable Securities not covered by such initial Shelf Registration Statement until such time as all Registrable Securities have been included in Shelf Registration Statements that have been declared effective and the prospectuses contained therein are available for use by the Holders, in each case as soon as practicable (taking into account any position of the staff of the Commission with respect to the date on which the Commission will permit such additional Shelf Registration Statement(s) to be filed and the rules and regulations of the Commission).

SECTION 2.02 Registration Procedures. With respect to any registration which includes Registrable Securities held by a Holder, the Company will, subject to Section 2.01, promptly:

(a) prepare and file with the Commission a registration statement on the appropriate form prescribed by the Commission and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable thereafter and to be maintained in effect in accordance with the terms of this Agreement; provided, further, that before filing a registration statement or prospectus or any amendments or supplements thereto (excluding any filings required to be made pursuant to the 1934 Act in the reasonable determination of the Company), the Company will furnish to the Holders covered by such registration statement copies of or drafts of all such documents proposed to be filed, at least five (5) Business Days prior to the filing thereof, which documents will be subject to the reasonable review of such Holders and their counsel. Each Holder will have the opportunity to object to any information pertaining to such Holder that is contained therein and the Company will make the corrections reasonably requested by such Holder with respect to such information two (2) Business Days prior to filing any registration statement or amendment thereto or any prospectus or any supplement thereto; provided, however, that the Company will not include on any registration statement or amendment thereto (excluding any filings required to be made pursuant to the 1934 Act in the reasonable determination of the Company) or any prospectus or any supplement thereto any Holder that objects in writing one (1) Business Days prior to such filing to its inclusion in such filing or to any description of it therein. In no event shall any Holder be identified as a statutory underwriter in the registration statement unless in response to a comment or request from the staff of the Commission or another regulatory agency; provided, however, that if the Commission requests that a Holder be identified as a statutory underwriter in the registration statement, such Holder will have an opportunity to withdraw from the registration statement;

(b) prepare and file with the Commission such amendments and post-effective amendments to such registration statement and any documents required to be incorporated by reference therein as may be necessary to keep the registration statement effective; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the 1933 Act; and comply with the provisions of the 1933 Act applicable to it with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to the prospectus;

(c) furnish to such Holder, without charge, such number of conformed copies of the registration statement and any post-effective amendment thereto, as such Holder may reasonably request, and such number of copies of the prospectus (including each preliminary prospectus) and any amendments or supplements thereto, and any documents incorporated by reference therein as the Holder may reasonably request in order to facilitate the disposition of the securities being sold by such Holder;

(d) promptly notify such Holder, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, when the Company becomes aware of the happening of any event as a result of which the prospectus included in such registration statement (as then in effect) contains any untrue statement of material fact or omits to state a material fact necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading and, as promptly as practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter delivered to the investors of such securities, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(e) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities not later than the effective date of the registration statement;

(f) use its reasonable best efforts to cause all securities included in such registration statement to be listed, by the date of the first sale of securities pursuant to such registration statement, on any national securities exchange, quotation system or other market on which the Common Shares are then listed or proposed to be listed by the Company;

(g) make generally available to its security holders an earnings statement, which need not be audited, satisfying the provisions of Section 11(a) of the 1933 Act as soon as reasonably practicable after the end of the twelve (12)-month period beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the registration statement, which statement shall cover said twelve (12)-month period;

(h) after the filing of a registration statement, (i) promptly notify each Holder covered by such registration statement of any stop order issued or, to the Company’s knowledge, threatened by the Commission and of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction and (ii) take all reasonable actions to obtain the withdrawal of any order suspending the effectiveness of the registration statement or the qualification of any Registrable Securities at the earliest possible moment;

(i) if requested by such Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information as such Holder reasonably requests to be included therein; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(j) on or prior to the date on which the registration statement is declared effective, use its reasonable best efforts to register or qualify, and cooperate with such Holder and their counsel in connection with the registration or qualification of, the securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as such Holder requests in writing, to use its reasonable best efforts to keep each such registration or qualification effective, including through new filings, or amendments or renewals, do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then otherwise subject;

(k) cooperate with such Holder if any, to facilitate the timely preparation and delivery of certificates or DRS or other book-entry statements (in each case not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as such Holder may request;

(l) to the extent the Company is a well-known seasoned issuer (within the meaning of Rule 405 under the 1933 Act), if the Company does not pay the filing fee covering Registrable Securities at the time the automatic shelf registration statement is filed, the Company agrees to pay such fee at such time or times as the Registrable Securities are to be sold; and

(m) otherwise use its reasonable best efforts to take or cause to be taken all other actions necessary or reasonably advisable to effect the registration of such Registrable Securities contemplated by this Agreement.

The Holders, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.02(d) will forthwith discontinue disposition of the securities until the Holders’ receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.02(d) or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, each Holder will deliver to the Company (at the Company’s sole expense) all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such securities current at the time of receipt of such notice.

SECTION 2.03 Registration Expenses.

(a) In the case of any registration hereunder, the Company shall bear all expenses incident to the Company’s performance of or compliance with this Agreement, including all Commission and stock exchange filing fees and expenses, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger, telephone and delivery expenses, fees and disbursements of counsel for the Company and all independent certified public accountants. The Holders shall bear their own expenses in connection with such registration.

(b) The obligation of the Company to bear the expenses described in Section 2.03(a) shall apply irrespective of whether a registration, once properly demanded, if applicable, becomes effective, is withdrawn or suspended or revoked, or is converted to another form of registration and irrespective of when any of the foregoing shall occur.

SECTION 2.04 Indemnification.

(a) Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Holder, its officers, directors, employees, stockholders, members, general and limited partners, Affiliates and agents and each Person who controls (within the meaning of the 1933 Act or the 1934 Act) the Holder, including any general partner or manager of any thereof, against all losses, claims, damages, Actions, liabilities and expenses (including reasonable counsel fees and disbursements) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in or incorporated by reference in any registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto, any “issuer free writing prospectus” (as defined in Rule 433 under the 1933 Act), any written communication undertaken in reliance on either Section 5(d) of, or Rule 163B under, the 1933 Act, and any road show, in an offering of Registrable Securities in which such Holder participates, or in any document incorporated by reference therein or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading, (ii) any untrue statement or alleged untrue statement of a material fact in the information conveyed to any purchaser at the time of the sale to such purchaser, or the omission or alleged omission to state therein a material fact required to be stated therein, or (iii) any violation by the Company of any federal, state, common or other law, rule or regulation applicable to the Company in connection with such registration, including the 1933 Act, any state securities or “blue sky” laws or any rule or regulation thereunder in connection with such registration, except in each case insofar as the same are made in reliance on and in strict conformity with any information with respect to such Holder furnished in writing to the Company by such Holder expressly for use therein.

(b) Indemnification by the Holders. In connection with any registration statement in which a Holder is participating, each such Holder will furnish to the Company in writing such information with respect to such Holder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Holder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the 1934 Act) the Company and any other Holder, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the written information or signed affidavit with respect to such Holder so furnished in writing by such Holder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders and the liability of each such Holder shall be in proportion to and limited to the net amount (after deducting underwriters’ discounts and commissions) received by such Holder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The Company and the Holders hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by the applicable Holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) the beneficial ownership of Registrable Securities by such Holder and its Affiliates and (b) the name and address of such Holder.

(c) Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment there may be one or more legal or equitable defenses available to such indemnified party which are in addition to or may conflict with those available to the indemnifying party with respect to such claim or unless such representation would present a conflict of interest, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. The failure to so notify the indemnifying party shall not relieve the indemnifying party from any liability hereunder with respect to the action, except to the extent that such indemnifying party is materially prejudiced by the failure to give such notice; provided, however, that any such failure shall not relieve the indemnifying party from any other liability which it may have to any other party. No indemnifying party in the defense of any such claim or litigation, shall, except with the written consent of such indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement unless such judgment or settlement (i) includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation and (ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such indemnified party. An indemnifying party shall not be liable under this Section 2.04 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by such indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party there may be one or more legal or equitable defenses available to such indemnified party which are in addition to or may conflict with those available to any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel; provided, however, that such number of additional counsel must be reasonably acceptable to the indemnifying party.

(d) Contribution. If for any reason the indemnification provided for in Section 2.04(a) and Section 2.04(b) is unavailable to an indemnified party as contemplated by Section 2.04(a) and Section 2.04(b), then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the indemnified party and the indemnifying party, but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. In no event shall the liability of any selling Holder be greater in amount than the amount of the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder upon such sale or the amount for which such indemnifying party would have been obligated to pay by way of indemnification if the indemnification provided in Section 2.04(b) had been available. No Person guilty (as determined in a final non-appealable judgement) of fraudulent misrepresentation (within the meaning of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

SECTION 2.05 1934 Act Reports. The Company agrees that it shall use reasonable best efforts to file all reports required to be filed by it pursuant to the 1934 Act to the extent the Company is required to file such reports. Notwithstanding the foregoing, the Company may deregister any class of its equity securities under Section 12 of the 1934 Act or suspend its duty to file reports with respect to any class of its securities pursuant to Section 15(d) of the 1934 Act if it is then permitted to do so pursuant to the 1934 Act and rules and regulations thereunder.

SECTION 2.06 Blackout Periods. Upon giving written notice to the Holders of Registrable Securities (which notice shall not, without the prior written consent of any Holder, disclose to such Holder any material non-public information), the Company shall be entitled to delay or suspend the filing or effectiveness of any registration statement or any amendment thereto or suspend the Holders’ use of any prospectus or any supplement thereto if the Company determines in good faith in its sole discretion that the filing or maintenance of a registration statement would, if not so deferred, (a) require the Company to disclose material information that would not otherwise be required to be disclosed at that time and that the accuracy of such information has yet to be determined by the Company or is the subject of an ongoing investigation or inquiry or (b) materially adversely interfere with, or jeopardize the success of, any pending or proposed material transaction, including any material debt or equity financing, any material acquisition or disposition, any material recapitalization or reorganization or any other material transaction, whether due to commercial reasons, a desire to avoid premature disclosure of information or any other reason, in each case as certified in a certificate of the Chief Executive Officer or Chief Financial Officer of the Company; provided, further, that (i) the Company may not delay the filing or effectiveness of, or suspend, any registration statement for longer than forty-five (45) consecutive calendar days (such period, a “Blackout Period”) or in excess of ninety (90) days in any 12-month period, and (ii) the Company may not file any registration statement during a Blackout Period (other than on Form S-4 or Form S-8 or any similar successor forms or another form used for a purpose similar to the intended use for such forms).

SECTION 2.07 Participation in Registrations. No Holder may participate in any registration hereunder unless such Holder (a) agrees to sell its securities on the basis provided the “Plan of Distribution”, and (b) completes and executes all questionnaires, and, as applicable, powers of attorney, underwriting agreements and other documents customarily required under the terms of such registration and provides such written information concerning itself as may be required for registration, including for inclusion in any registration statement; provided that such Holder shall be required to complete and execute such documents and provide such written information only to the extent the Holders of a majority of Registrable Securities participating in such registration shall also be required to complete and execute such documents and provide such written information.

SECTION 2.08 Rule

      144.  The Company will use reasonable best efforts to take such action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements
    of Rule 144\(c\) under the 1933 Act, and shall use reasonable best efforts to take such further action as any Holder may reasonably request to the extent required to enable such Holder to sell Registrable Securities without registration under the
    1933 Act within the limitation of the exemptions provided by \(i\) Rule 144, as such Rule may be amended from time to time, or \(ii\) any similar rule or regulation hereafter adopted by the Commission.  Promptly upon request, the Company shall deliver
    to any Holder a written statement as to whether it has complied with such requirements and any other documents reasonably requested to remove restrictive legends or sell shares under Rule 144.  Notwithstanding the foregoing, nothing in this Section

      2.08 shall be deemed to require the Company to register any of its securities pursuant to the 1934 Act.  If the Common Shares held by any Holder are, in the opinion of counsel to the Company, eligible for removal of the restrictive legend for
    Rule 144 Transfers, pursuant to an effective registration statement or otherwise, then at Holder’s request, the Company shall request its transfer agent to remove any remaining restrictive legend set forth on such securities, provided that the
    Company and its transfer agent have timely received from Holder and any broker-dealer in custody of such securities customary representation and other documentation reasonably acceptable to the Company and the transfer agent in connection
    therewith. The Company shall bear all reasonable fees and expenses, including any legal opinion fees, transfer agent fees, and other out-of-pocket costs, incurred in connection with the removal of such legends.

SECTION 2.09 Further Assurance. Each Holder hereby agrees to take any and all reasonable actions required to be taken hereunder to ensure the performance by it of its obligations pursuant to this Agreement.

Article III

MISCELLANEOUS

SECTION 3.01 Notices. All notices, consents, requests and other communications to any party hereunder shall be in writing (including email, facsimile or similar writing) and shall be given to such party at its address, email or facsimile number set forth on Schedule A hereof or in the relevant Joinder Agreement or such other address, email address or facsimile number as such party may hereafter specify in writing to the General Counsel of the Company for the purpose by notice to the party sending such communication. Each such notice, request or other communication shall be effective (i) if given by email or facsimile, when such message is transmitted to the address or number specified on the signature pages to this Agreement or any Joinder Agreement, (ii) if delivered by overnight courier, the earlier of the first Business Day following the date sent by such overnight courier or upon receipt, (iii) if given by mail, three (3) Business Days after such communication is deposited in the mails registered or certified, return receipt requested, with postage prepaid, addressed as aforesaid, or (iv) if given by any other means, when delivered at the address specified on the signature pages to this Agreement or any Joinder Agreement. Each Holder shall have the right, at any time and from time to time, to elect to not receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement the Company and other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders hereunder to the extent that the Company or such other Holders reasonably expect would result in a Holder acquiring material non-public information. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests.

SECTION 3.02 Binding Effect; Benefits; Entire Agreement. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any Person other than the parties to this Agreement or their respective successors or permitted assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein. This Agreement and the other agreements referred to in this Agreement embody the complete agreement and understanding among the parties to this Agreement with respect to the subject matter of this Agreement and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter of this Agreement in any way.

SECTION 3.03 No Waiver. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by any party to exercise any right or privilege hereunder shall be deemed a waiver of such party’s rights or privileges hereunder or shall be deemed a waiver of such party’s rights to exercise the same at any subsequent time or times hereunder.

SECTION 3.04 Amendment. This Agreement may not be amended, restated or modified, or any provision waived, in any respect except by a written instrument executed by the Company and Holders that beneficially own a majority of Registrable Securities hereunder; provided that any amendment or modification that materially and disproportionately adversely affects the rights of any other Holder hereunder shall require the consent of the Holder or Holders so affected.

SECTION 3.05 Assignability. This Agreement and the rights and obligations of any Holder hereunder may be assigned or transferred, in whole or in part, to any Affiliate of such Holder or to any transferee of Registrable Securities who acquires such securities from such Holder (including by way of distribution to partners, members, or shareholders of such Holder, or to any investment fund or other entity controlled by, controlling, or under common control with such Holder), provided that such transferee executes and delivers a Joinder Agreement in the form attached hereto as Exhibit A, agreeing to be bound by the terms and conditions of this Agreement as a “Holder.” Any such permitted assignment or transfer shall not be deemed to terminate or otherwise affect any rights or obligations under this Agreement, and all references herein to the “Holder” shall be deemed to include such permitted assigns

SECTION 3.06 Survival. Except for Section 2.04 of this Agreement, which shall survive any such termination, (i) this Agreement shall terminate, with respect to any Holder, automatically when such Holder no longer holds any Registrable Securities, and (ii) this Agreement shall terminate as to all Parties when no Holder holds any Registrable Securities.

SECTION 3.07 Applicable Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any other party or its successors or assigns may be brought and determined by the state or federal courts sitting in the Borough of Manhattan in the State of New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any action, suit or proceeding relating thereto except in such courts). Each of the parties further agrees to accept service of process in any manner permitted by such court. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure lawfully to serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

SECTION 3.08 Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any state or federal court (this being in addition to any other remedy to which they are entitled at law or in equity), and each party hereto agrees to waive in any action for such enforcement the defense that a remedy at law would be adequate. The Company shall reimburse such Holder for the reasonable costs of and expenses for counsel for such Holder incurred in connection with any such proceeding if such Holder is the prevailing party in any such proceeding.

SECTION 3.09 Severability. If any provision of this Agreement is declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of the Agreement will not be affected and will remain in full force and effect.

SECTION 3.10 Section and Other Headings; Interpretation. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The term “or” is not exclusive and shall have the meaning represented by the term “and/or”. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.

SECTION 3.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. A facsimile, Portable Document Format (PDF) or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile, PDF or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile, PDF or other reproduction hereof.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

ATAI LIFE SCIENCES N.V.
By:	/s/ Srinivas Rao
	Name: Srinivas Rao
	Title: Chief Executive Officer

[Signature Page to Registration Rights Agreement]

Schedule A

[Signatures and Notice Information]

EXHIBIT A

SIGNATURE PAGE AND JOINDER AGREEMENT TO

REGISTRATION RIGHTS AGREEMENT

Exhibit 99.1

atai Life Sciences and Beckley Psytech Announce Positive Topline Results from the Phase 2b Study of BPL-003 in Patients with Treatment-Resistant Depression

●	Study met its primary and all key secondary endpoints, and BPL-003 demonstrated<br> rapid, robust and durable antidepressant effects with a single dose
●	Both 8 mg and 12 mg single doses of BPL-003 showed statistically significant and clinically meaningful reductions in depressive symptoms<br> at all time points of the study compared to a 0.3 mg low-dose active control out to Week 8
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●	BPL-003 was generally well-tolerated at all doses, with 99% of treatment-emergent adverse events being mild or moderate and no<br> drug-related serious adverse events or suicide-related safety signals
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●	Majority of patients deemed ready for discharge at the 90 minutes<br> post-dose assessment, which suggests BPL-003 could fit within the existing 2-hour in-clinic interventional psychiatry treatment paradigm established by Spravato^®^
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●	The Phase 2b study is the largest ever controlled study of mebufotenin<br> (n=193) and the only blinded Phase 2 study of mebufotenin to include the United States
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●	Safety and efficacy data support the selection of the 8 mg dose to<br> advance into Phase 3 clinical development, pending consultation with regulatory authorities
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●	Strategic combination between atai Life Sciences and Beckley Psytech to<br> create a global leader in short time in-clinic psychedelic-based mental health therapies is expected to progress to shareholder approval stage
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●	Conference call scheduled for 8:00am EDT today, July<br> 1, 2025
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NEW YORK, and AMSTERDAM and OXFORD, United Kingdom – 1 JULY 2025 - atai Life Sciences (NASDAQ: ATAI) (“atai”), a clinical-stage biopharmaceutical company on a mission to develop highly effective mental health treatments to transform patient outcomes, and Beckley Psytech Limited (“Beckley Psytech”), a private clinical-stage biopharmaceutical company pioneering the next generation of mental health treatments, today jointly announced positive topline results from the eight-week, quadruple-masked, dose-finding, core stage of the Phase 2b clinical trial evaluating the efficacy and safety of a single dose of BPL-003 (intranasal mebufotenin (5-MeO-DMT) benzoate) in patients with treatment-resistant depression (TRD). The study achieved its primary endpoint as well as all key secondary endpoints. At Day 29, a single 12 mg dose of BPL-003 demonstrated a statistically significant reduction in depressive symptoms, as measured by the Montgomery-Åsberg Depression Rating Scale (MADRS), with a mean decrease of 11.1 points from baseline compared to a 5.8 point reduction in the 0.3 mg comparator group (p = 0.0038). For the key secondary efficacy endpoints, a single 8 mg dose of BPL-003 also showed significant improvement at Day 29, with a mean MADRS score reduction of 12.1 points (p=0.0025 for change vs. 0.3 mg control). Notably, both the 8mg and 12mg doses of BPL-003 showed statistically significant improvements in MADRS scores as early as one day after dosing, with effects generally maintained out to Week 8.

Safety and efficacy results from this study support the selection of the 8 mg dose of BPL-003 for advancement into Phase 3 clinical studies. atai and Beckley Psytech plan to engage with the U.S. Food and Drug Administration (FDA) and other applicable agencies regarding the Phase 3 trial design for patients with treatment-resistant depression in the coming months.

With these positive Phase 2b results, the pre-agreed success criteria for the proposed strategic combination between atai and Beckley Psytech, which was announced in June 2025, has been achieved and the strategic combination is now expected to progress to atai shareholder approval stage. The atai Beckley combination is expected to create a global leader in short time in-clinic psychedelic-based mental health therapies.

Cosmo Feilding Mellen, Chief Executive Officer and Co-Founder of Beckley Psytech, said: “The achievement of our primary and secondary endpoints in this study represents an important milestone in the development of BPL-003 and reinforces its potential to be a viable treatment option for patients and healthcare systems. We are particularly encouraged that a single 8 mg or 12 mg dose of BPL-003 showed rapid and durable efficacy results, favourable tolerability and a short time in-clinic, giving us important flexibility in optimising the design of future trials. Thank you to all of the patients and study partners who participated in this study - we now look forward to preparing for end-of-Phase 2 meetings with regulators and moving forward with our strategic combination with atai Life Sciences to form atai Beckley, a global leader in psychedelic-based mental health treatments.”

The Phase 2b clinical study was conducted at 38 sites across six countries and enrolled a total of 193 patients with moderate-to-severe TRD (defined as non-response to two or more prior treatments in the current depressive episode) (NCT05870540). It is the largest controlled clinical study to investigate mebufotenin and the only blinded Phase 2b study of mebufotenin to include the United States. Patients were randomized to receive a single 12 mg (n=73), 8 mg (n=46), or 0.3 mg comparator (n=74) dose of BPL-003 and were followed for eight weeks with efficacy assessments conducted by centralised, blinded raters using the MADRS at Day 2, Day 8, Day 29 and Day 57.

Key efficacy findings:

●	A single 12 mg dose of BPL-003 led to a mean reduction in MADRS score from baseline of 11.1 points compared with 5.8 points in the 0.3<br> mg comparator arm (p=0.0038) at Day 29, with the 8 mg dose arm showing a mean MADRS reduction from baseline of 12.1 points versus the 0.3mg comparator arm (p=0.0025) at<br> that same timepoint.
●	The 8 mg and 12 mg doses of BPL-003 demonstrated equivalent efficacy suggesting the 8 mg dose may be sufficient to achieve therapeutic<br> benefit from a single dose.
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●	The difference in MADRS scores between the 8 mg and 12 mg doses versus the 0.3 mg dose were statistically significant in both active<br> arms from as early as Day 2, with mean MADRS reductions from baseline of 8.8 points in the 8 mg group and 8.9 points in the 12 mg group observed at that timepoint, compared to<br> a reduction from baseline of 3.9 points in the 0.3 mg group. These mean reductions from baseline increased to 11.1 points in the 8 mg group and 10.8 points in the 12 mg group at Day 8.
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●	A durable effect was also observed for both higher doses, with the 8 mg group showing a mean reduction of 10.8 points from baseline at<br> Day 57 and the 12 mg group showing a mean reduction of 10.2 points from baseline compared with the 0.3 mg group (5.2 point reduction). These findings highlight the potential of BPL-003 to be a durable treatment for patients with TRD.
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Key safety findings:

●	BPL-003 was generally well-tolerated at all doses. More than 99% of treatment-emergent adverse events (TEAEs) were mild or moderate and<br> there were no drug-related serious adverse events (SAEs).
●	Dose related increases in administration site discomfort, nausea, headache, blood pressure and anxiety suggest the 8mg dose was better<br> tolerated than the 12mg dose.
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●	No participants in the 8mg nor 12mg arms had any instance of treatment-emergent suicidal intent or behaviour, indicating no<br> suicide-related safety signal observed to date.
---	---
●	The average time to meet readiness for discharge criteria across all arms was within two hours of dosing, with the majority of patients deemed ready for<br> discharge at the 90 minutes post-dose assessment. This, alongside the administration of BPL-003 via a previously approved nasal spray device, supports the potential of BPL-003 to fit within the existing interventional psychiatry<br> treatment paradigm that has been successfully established by Spravato®.
---	---
●	The study had a low drop-out rate with 90% of patients completing the core study.
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●	These findings suggest a favourable tolerability profile which are consistent with earlier Phase 1 and Phase 2a studies of BPL-003, as<br> well as other psychedelic studies within the class.
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Additional data from the core study is expected to be shared through publications and medical meetings in the future.

Dr David Feifel, Professor Emeritus of Psychiatry at the University of California, San Diego and Director of the Kadima Neuropsychiatry Institute said: “What stands out in these results is that a single administration of BPL-003 in patients with treatment-resistant depression was generally well tolerated and produced a robust antidepressant effect that emerged rapidly and was solidly sustained for at least two months. Notably, the acute psychedelic effects were shorter than with most other psychedelics studied clinically, suggesting potential for a quicker functional recovery for patients and a reduced need for prolonged monitoring. If a treatment with this profile were available today, it would immediately become my treatment of choice for TRD.”

Follow-up in the eight-week open-label extension (OLE) stage of the study is ongoing. The OLE study is designed to evaluate the safety and efficacy of a second 12 mg dose of BPL-003 administered to patients eight weeks after dosing in the core study. 85% of eligible subjects from the core stage of the study have enrolled into the OLE. Data from the OLE study is expected in the third quarter of 2025 and will provide additional insights into the safety and tolerability of repeat dosing, as well as the durability of BPL-003’s antidepressant effect.

Commenting on the news, Srinivas Rao, Chief Executive Officer and Co-Founder of atai, said: “These findings strengthen our confidence in the potential of BPL-003 to be a transformative psychedelic therapy, offering rapid and durable antidepressive effects with minimal in-clinic time for patients with treatment-resistant depression. We look forward to engaging with the regulators later this year to advance this innovative treatment into Phase 3 clinical development."

Conference Call

atai and Beckley Psytech will host a conference call and live webcast today Tuesday, July 1, 2025, 2025 at 8:00 a.m. EDT. The conference call can be accessed by dialling 1-800-715-9871 for participants in the U.S. and 1-646-307-1963 for international callers, with the Conference ID: 1459387. The webcast can be accessed on the Investors section of atai’s corporate website under Events. The presentation and an archived replay of the webcast will be available in the same section of the website for a minimum of 30 days following the event.

About BPL-003

BPL-003 is Beckley Psytech’s patent-protected, proprietary intranasal formulation of mebufotenin benzoate, administered via a nasal spray device used in a previously approved drug product. BPL-003 is designed to deliver rapid and durable effects from a single dose, with a short time in the clinic, and is being investigated as a potential therapy for treatment-resistant depression (TRD) and for alcohol use disorder (AUD). BPL-003 is covered by granted US, UK and European composition-of-matter patents, with multiple further claims pending in various jurisdictions.

About treatment-resistant depression

Depression is a debilitating and life-changing condition affecting nearly 300 million people across the globe, with around 52 million people affected by the condition in Europe and the US combined. Treatment-resistant depression occurs when an individual does not respond to two or more courses of antidepressants and some studies show that it may affect up to 50% of those living with depression, meaning there is a significant unmet need for more effective treatments.

About atai Life Sciences

atai is a clinical-stage biopharmaceutical company on a mission to develop highly effective mental health treatments to transform patient outcomes. atai’s pipeline of psychedelic-based therapies includes VLS-01 (buccal film DMT) for treatment-resistant depression (TRD) and EMP-01 (oral R-MDMA) for social anxiety disorder, which are in Phase 2 clinical development. It is also advancing a drug discovery program to identify novel, non-hallucinogenic 5-HT2AR agonists for TRD. These programs aim to address the complex nature of mental health providing commercially scalable interventional psychiatry therapies that can integrate seamlessly into healthcare systems. For the latest updates and to learn more about atai’s mission, visit www.atai.com or follow the Company on LinkedIn and on X.

About Beckley Psytech

Beckley Psytech Ltd is a private biopharmaceutical company dedicated to improving the lives of people living with neuropsychiatric disorders by developing rapid-acting psychedelic medicines. Founded in 2019, and underpinned by more than two decades of pioneering scientific research from the Beckley Foundation, Beckley Psytech combines world-leading psychedelic science with extensive drug development expertise in order to optimise patient outcomes, improve treatment opportunities and ease the burden neuropsychiatric conditions have on individuals, healthcare systems and society. For more information about Beckley Psytech, visit www.beckleypsytech.com or follow the Company on LinkedIn.

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: expectations regarding the closing of the acquisition of Beckley Psytech Limited (the “Proposed Transaction”), including timing and approvals; expectations regarding operations of the combined company, including strategic value of the clinical development programs for patients and shareholders as well as expectations regarding financial synergies; timing and results of Beckley Psytech’s BPL-003 Phase 2b trial and related data readouts; expectations regarding Beckley Psytech’s other clinical assets, including ELE-101; our business strategy and plans; and the potential, success, cost and timing of development of our product candidates, and the product candidates of those companies we invest in.

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 Proposed Transaction 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 Transaction; (iii) the possibility that any or all of the various conditions to the consummation of the Proposed Transaction 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 share purchase agreement; and (v) the effect of the announcement or pendency of the Proposed Transaction 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 (the “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.

Additional Information and Where to Find It

This press release is being made in respect of the Proposed Transaction. In connection with the Proposed Transaction, a registration statement on Form S-4 will be filed (the “Registration Statement”) which will include a proxy statement of the Company (the “Proxy Statement”), as well as other relevant documents regarding the Proposed Transaction. This press release is not a substitute for the Registration Statement, the Proxy Statement or any other document which the Company may file with the SEC. INVESTORS ARE URGED TO READ IN THEIR ENTIRETY THE REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION, WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Participants in the Solicitation

Contact Information

Investor Contact:

IR@atai.com

atai Media Contact:

PR@atai.com

Beckley Psytech Media Contact:

charlotte.chorley@beckleypsytech.com

Exhibit 99.2

  ![](image00007.jpg)

atai Life Sciences Announces $50 Million Private Placement Financing

Financing co-led by Ferring Ventures S.A. and Apeiron Investment Ltd. with participation from new and existing healthcare-focused institutional investors, including Ally Bridge Group and ADAR1

NEW YORK and AMSTERDAM – 1 JULY 2025 - atai Life Sciences (NASDAQ: ATAI) (“atai”), a clinical-stage biopharmaceutical company on a mission to develop highly effective mental health treatments to transform patient outcomes, today announced it had entered into subscription agreements relating to the purchase of 18,264,840 ordinary shares of atai with a nominal value of €0.10 per share (“Common Shares”) and pre-funded warrant to purchase 4,566,210 Common Shares (the “Pre-Funded Warrant”). The financing is expected to result in gross proceeds of approximately $50 million, before deducting placement agents’ fees and other expenses. The net proceeds from the financing are expected to be used by atai for general corporate purposes, including for working capital and to advance the clinical development of the Company’s product candidates and programs. The private placement is subject to certain closing conditions, including the expiration of the waiting period pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) related to the filing expected to be made by Christian Angermayer in connection with Apeiron’s investment in this financing. The financing is expected to close in the third quarter of 2025.

The financing was co-led by Ferring Ventures S.A. and Apeiron Investment Group, the family office of atai Founder and Chairman Christian Angermayer, with participation from new and existing healthcare-focused institutional investors, including Ally Bridge Group and ADAR1.

Mr. Angermayer commented: “With this financing, atai is well-positioned to accelerate its efforts and achieve its goal of delivering new therapeutic options for individuals facing serious mental health challenges. We are confident that these trial results will support a robust discussion with the FDA and allow us have a clear Phase 3 plan early in 2026. I am especially grateful for the repeated support of Ferring Ventures. Their deep understanding of commercialization, market dynamics, and how to build and run effective sales teams is invaluable for atai as it prepares to transform from a clinical-stage biotech into a fully integrated commercial company over time”.

Jean-Frederic Paulsen, Chairman, Ferring Ventures S.A., added: “Psychedelics have demonstrated remarkable potential as a transformative class of treatments for a range of mental health conditions. atai has consistently led innovation and progress in this space, and I am pleased to expand our investment to support atai in pioneering the next generation of mental health treatments.”

TD Cowen, Leerink Partners, Guggenheim Securities and Berenberg are acting as joint-lead placement agents for the private placement.

The securities being issued and sold in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state’s securities laws, and will be issued and sold in a private placement in reliance on Section 4(a)(2) of the Securities Act. The securities may not be offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. atai granted registration rights to the purchasers in the private placement, and has agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the common shares issued in the private placement and the Common Shares issuable upon exercise of the Pre-Funded Warrants issued in the private placement. The offer and sale of the Common Shares underlying the Pre-Funded Warrant have not been registered under the Securities Act.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About atai Life Sciences

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, 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, expectations regarding the closing of the private placement financing including satisfaction and timing of closing conditions, including the closing conditions relating to the HSR Act filing, and expectations regarding the use of proceeds from the proposed financing. 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 important factors described in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K filed with the 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.com

atai Media Contact:

PR@atai.com

Exhibit 99.3

July 1, 2025 atai Life Sciences and Beckley Psytech Announce Positive Topline Data from Phase 2b Study of BPL-003 for Treatment-Resistant Depression

All references in this presentation to “we”, “us”, “our”, “atai”, or the “Company” refer to ATAI Life Sciences N.V. and its consolidated subsidiaries, unless the context otherwise requires. This presentation contains forward-looking statements within the meaning of the private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered under by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.” All statements other than statements of historical facts contained in this presentation, including statements regarding our and Beckley Psytech Limited's ("Beckley Psytech") future results of operations and financial position, industry dynamics, business strategy and plans, anticipated milestones, timelines, and results for our non-clinical, pre-clinical studies and clinical trials and our objectives for future operations, are forward-looking statements. These statements represent our opinions, expectations, beliefs, intentions, estimates or strategies regarding the future, which may not be realized. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions that are intended to identify forward-looking statements. Forward-looking statements are based largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, 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 updated by our subsequent filings with the SEC, that may cause our actual results, performance or achievements to differ materially and adversely from those expressed or implied by the forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. We caution you therefore against relying on these forward-looking statements, and we qualify all of our forward-looking statements by these cautionary statements. The forward-looking statements included in this presentation are made only as of the date hereof. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor our advisors nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. Neither we nor our advisors undertake any obligation to update any forward-looking statements for any reason after the date of this presentation to conform these statements to actual results or to changes in our expectations, except as may be required by law. You should read this presentation with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. Unless otherwise indicated, information contained in this presentation concerning our industry, competitive position and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate or of any individual competitor and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by us. Industry publications, research, surveys and studies generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this presentation. The information herein relates to clinical studies by Beckley Psytech, which is an entity in which we hold a minority investment. We do not control Beckley Psytech and have not independently verified the information relating to Beckley Psytech contained herein. Our product candidates are in preclinical or clinical stages of development and none of our product candidates have been approved by the FDA or any other regulatory agency. When discussing patents in this presentation, “issued” is to be understood to mean one or more issued or granted claims in one or more country, and “pending” is understood to mean one or more claims pending in a patent application in one or more country. Patent protection is a highly fact-sensitive inquiry, varying from country-to-country, and provides for enforceable protection to the extent (a) covered by a given claim, and (b) issued in such country or countries. No generalized descriptions of patents made herein should be relied upon; rather, a detailed discussion of our intellectual property and related risk factors can be found in our most recently filed Annual Report on Form10-K, available on the SEC’s website at www.sec.gov. Any trademarks included herein are the property of the owners thereof and are used for reference purposes only. Such use should not be construed as an endorsement of the products or services of the Company. 2

Additional Information and Where to Find It This presentation is being made in respect of the proposed transaction between the Company and Beckley Psytech (the “Acquisition”). In connection with the proposed transaction, a registration statement on Form S-4 will be filed (the “Registration Statement”) which will include a proxy statement of the Company (the “Proxy Statement”), as well as other relevant documents regarding the Acquisition. This presentation is not a substitute for the Registration Statement, the Proxy Statement or any other document which the Company may file with the Securities and Exchange Commission (“SEC”). INVESTORS ARE URGED TO READ IN THEIR ENTIRETY THE REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION, WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A free copy of the Registration Statement, including the Proxy Statement, as well as other filings containing information about the Company, when such documents become available, may be obtained at the SEC’s website (http://www.sec.gov). Participants in the Solicitation The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from its shareholders in respect of the proposed transactions contemplated by the Registration Statement, including the Proxy Statement. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the shareholders of the Company in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the Registration Statement, including the Proxy Statement, when it is filed with the SEC. Information regarding the Company’s directors and executive officers is contained in its Annual Report on Form 10-K for the year ended December 31, 2024 and its proxy statement on Schedule 14A, dated April 21, 2025, which are filed with the SEC. 3

The BPL-003 Phase 2b study met its primary & secondary endpoints demonstrating rapid, robust, and durable antidepressant effects 4 atai Life Sciences and Beckley Psytech have successfully completed a first-of-its-kind study to evaluate the efficacy and safety of BPL-003 (mebufotenin benzoate) in patients with treatment-resistant depression (TRD) and will move forward with the planned atai Beckley strategic combination BPL-003 was generally well-tolerated at all doses, with 99% of treatment-emergent adverse events being mild or moderate, no drug-related serious adverse events or suicide-related safety signals Phase 2b data supports selection of the 8mg dose and rapid progression into Phase 3 development BPL-003 is delivered through a single-dose administration model fitting into the 2-hour in-clinic treatment paradigm successfully established by Spravato® SPRAVATO is a registered trademark of Johnson & Johnson BPL-003 8mg and 12mg doses demonstrated statistically significant and clinically meaningful reductions in MADRS scores compared to 0.3mg dose at all timepoints of the study

Study Overview

Depression is a debilitating and life-changing condition affecting millions across the globe but with limited treatment options 6 Global Burden of Disease 2021: mental health messages, The Lancet Psychiatry, Volume 11, Issue 8, 573 GlobalData Greenberg PE, Fournier AA, Sisitsky T, Simes M, Berman R, Koenigsberg SH, Kessler RC. The Economic Burden of Adults with Major Depressive Disorder in the United States (2010 and 2018). Pharmacoeconomics. 2021 Jun Zhdanava M, Pilon D, Ghelerter I, Chow W, Joshi K, Lefebvre P, Sheehan JJ. The Prevalence and National Burden of Treatment-Resistant Depression and Major Depressive Disorder in the United States. J Clin Psychiatry. 2021 Bergfeld IO, Mantione M, Figee M, Schuurman PR, Lok A, Denys D. Treatment-resistant depression and suicidality. J Affect Disord. 2018 URGENT NEED FOR INNOVATION Leading cause of disability worldwide1 Depressive disorders was the second highest cause of years lived with disability (YLDs) in 2021 at 56·3 million years, showing an increase of 36.5% since 2010 2nd ~27M Annual prevalent cases of major depressive disorder (MDD) in the U.S.2 Estimated that the U.S. economic burden of adults with MDD was $326.2 billion in 20203 ~31% Of MDD cases are classified as TRD4 Approximately 30% of patients with TRD attempt suicide at least once in their life time5

First-of-its-kind study to evaluate the efficacy and safety of mebufotenin in patients with TRD 7 Largest ever controlled clinical study to investigate mebufotenin First and only blinded Phase 2 study of mebufotenin to include the United States Designed based on FDA feedback to facilitate progression into Phase 3 studies BPL-003 PH2B STUDY OVERVIEW 193 patients enrolled across 38 sites in 6 countries

Randomized, quadruple-masked, monotherapy Phase 2b clinical trial of BPL-003 in patients with moderate to severe TRD Phase 2b Clinical Trial Design Key Inclusion Criteria: Patients with moderate to severe TRD Hamilton Depression Scale (HAM-D) >= 19 Willing and able to discontinue current antidepressants2 Key Objectives: PRIMARY ENDPOINT: MADRS change from baseline at Week 4, 12mg vs. 0.3mg OTHER SECONDARY ENDPOINTS: MADRS change from baseline at Day 2, Week 1 & Week 8 MADRS change from baseline for 8mg vs 0.3mg at Week 4 Responder and remission rates Patients entering the open-label extension are randomized to receive either a single 12mg dose or a biphasic 4mg and 8mg dose approximately 10 minutes apart. Patients were washed out as applicable Abbreviations: MADRS = Montgomery–Åsberg Depression Rating Scale 8 TRIAL STATUS Topline data from the Core Study available Open-Label Extension still progressing, data anticipated in Q3’25 Randomization (n=193) Day 0 2 29 57 Wk-8 Washout 12 mg1 Core Study (8 weeks) Primary Analysis 29 57 Open-Label Extension (8 weeks) 1st Dose 2nd Dose 8 1 1 2 0.3 mg (n=74) 8 mg (n=46) 12 mg (n=73)

Core Study designed based on FDA feedback and to specifically avoid potential unblinding and expectancy effects Phase 2b Clinical Trial Design 9 TRIAL STATUS Randomization (n=193) 2 29 57 Wk-8 Washout 12 mg1 Core Study (8 weeks) Primary Analysis 29 57 Open Label Extension (8 weeks) 1st Dose 2nd Dose 8 1 1 2 0.3 mg (n=74) 8 mg (n=46) 12 mg (n=73) Day 0 Efficacy assessed at multiple time points by centralized, blinded raters 8-week long blinded period to evaluate durability of effect Tested 2 active doses vs. low-dose active control (0.3 mg) to reduce expectancy and select optimal Phase 3 dose Participants were provided psychological support, but not active psychotherapy

Topline Findings From Core Study

Demographics & baseline characteristics were well-balanced across groups 11 BPL-003 0.3 mg(N=74) BPL-003 8 mg(N=46) BPL-003 12 mg(N=73) Overall(N=193) Patient Disposition Age, years, mean (SD) 41.0 (11.2) 40.6 (12.1) 41.2 (10.6) 41.0 (11.1) Female, n (%) 44 (60%) 27 (59%) 43 (59%) 114 (59%) Race, White, n (%) 67 (91%) 38 (83%) 66 (90%) 171 (89%) Completed Core Study, n (%) 64 (87%) 41 (89%) 69 (95%) 174 (90%) Baseline Disease Characteristics HAM-D Total Score, mean (SD) 23.8 (2.9) 23.1 (3.1) 23.7 (3.5) 23.6 (3.2) MADRS Total Score, mean (SD) 31.7 (5.9) 31.1 (6.6) 32.5 (5.1) 31.8 (5.8) Baseline Depressive Episode History Time since initial diagnosis, months, mean (SD) 159.7 (112.5) 163.6 (134.4) 171 (118.6) 164.9 (119.8) No. of lifetime episodes, mean (SD) 5.0 (6.0) 4.5 (3.2) 4.3 (3.0) 4.6 (4.5) Duration of current episode, months, mean (SD) 37.1 (29.0) 30.3 (27.6) 32.8 (40.3) 33.8 (33.4) No. of failed antidepressant medications in current episode, mean (SD) 2.4 (0.7) 2.3 (0.6) 2.3 (0.7) 2.3 (0.6) No. of participants on antidepressants prior to screening and washout, n (%) 46 (62%) 31 (67%) 49 (67%) 126 (65%) Abbreviations: HAM-D = Hamilton Depression Rating Scale; MADRS = Montgomery–Åsberg Depression Rating Scale; SD = standard deviation

Single-dose of BPL-003 met primary endpoint of a statistically significant MADRS reduction at Week 4 vs. 0.3 mg, with effects sustained out to Week 8 CHANGE FROM BASELINE IN MADRS TOTAL SCORE - 12MG & 8MG VS. 0.3MG -10 -5 0 Baseline -8.8* -8.9* Day 2 -11.1* Day 8 -5.8 -12.1* -11.1* Day 29 -10.8* -10.2* Day 57 -10.8* Statistically significant MADRS difference observed at Day 29 following a single 8mg or 12mg dose vs. 0.3mg: MADRS reduction was statistically significant as early as Day 2, with durable response through Week 8 (Day 57) for 8mg and 12mg dose vs. 0.3mg 8 mg dose demonstrated comparable MADRS reduction to 12mg, suggesting it may be sufficient to achieve maximal therapeutic benefit 0.3mg 8mg 12mg LS Mean (±SEM) Change from Baseline in MADRS total score * P<0.01 at all timepoints Treatment Arm MADRS change (Day 29) P-value From baseline Compared to 0.3mg 8mg -12.1 -6.3 0.0025 12mg -11.1 -5.3 0.0038 Primary endpoint Abbreviations: MADRS = Montgomery–Åsberg Depression Rating Scale; SEM = Standard Error Means 12

KEY: BPL-003 produced rapid & lasting clinical response in >30% of patients, with 26% remaining in remission out to Week 8 after a single 8mg dose RESPONDER & REMISSION RATES FOR SINGLE DOSE BPL-003 Subjects meeting response criteria (%) Day 2 Day 8 Day 29 Day 57 28% 0.3mg 8mg 12mg Day 2 Day 8 Day 29 Day 57 8% 8% 18% 8% 19% Subjects meeting remission criteria (%) Responder rates:≥50% improvement in MADRS score Remission rates:MADRS score of ≤10 (N=74) (N=46) (N=73) 13

BPL-003 was generally well-tolerated, adverse events were transient, with no drug related serious adverse events recorded during the Core Study TREATMENT EMERGENT ADVERSE EVENTS (TEAEs) 1. Includes the preferred terms: Blood pressure increased, Blood pressure diastolic increased, and Blood pressure systolic increased >99% of TEAEs were mild or moderate with no drug related Serious Adverse Events (SAEs) Dose related increases in TEAEs suggest the 8mg dose was better tolerated than the 12mg dose Majority of TEAEs occurred on the day of dosing Blood pressure and heart rate increases were transient with mean levels returning to baseline within ~1 hour Majority of patients were deemed ready for discharge at the 90-minute post-dose assessment 0.3 mg(N=74) 8 mg(N=46) 12 mg(N=73) Overall(N=193) TEAEs N participants (%) Any TEAE 54 (73%) 35 (76%) 62 (85%) 151 (78%) Any Drug Related TEAE 25 (34%) 32 (70%) 60 (82%) 117 (61%) Any Drug Related Serious TEAE 0 (0%) 0 (0%) 0 (0%) 0 (0%) Most Reported Drug Related TEAEs (≥10% of subjects) Administration site pain/discomfort 7 (10%) 13 (28%) 28 (38%) 48 (25%) Nausea 1 (1%) 13 (28%) 27 (37%) 41 (21%) Headache 7 (10%) 9 (20%) 20 (27%) 36 (19%) Blood pressure increased1 1 (1%) 6 (13%) 15 (21%) 22 (11%) Anxiety 2 (3%) 2 (4%) 10 (14%) 14 (7%) Vomiting 0 (0%) 6 (13%) 9 (12%) 15 (8%) 14

No suicide-related safety signal SUICIDALITY TEAEs Low rates of treatment emergent suicidal ideation Suicidal ideation was not dose dependent, highest rate at 0.3 mg potentially reflective of background disease state No drug related events of suicidal intent or behaviours in active treatment arms 0.3 mg(N=74) 8 mg(N=46) 12 mg(N=73) Overall(N=193) Drug related suicidality TEAEs N participants (%) Suicidal Ideation 3 (4%) 1 (2%) 2 (3%) 6 (3%) Suicidal Intent 0 (0%) 0 (0%) 0 (0%) 0 (0%) Suicidal Behaviour 0 (0%) 0 (0%) 0 (0%) 0 (0%) 15

High completion rate of Core Study, rollover rate into the open-label extension (OLE) study suggest strong levels of patient acceptability 16 90% of participants in Core Study completed the study 85% of eligible participants in Core Study rolled over onto OLE study screening Note: Eligibility for the OLE study required completion of the Core Study and regulatory & ethical approval of the OLE protocol at the participant's site. 134 out of 174 total completers were at sites with OLE protocol approval. 114 out 134 eligible completers entered OLE screening and 107 received a BPL-003 dose

Key achievements and upcoming catalysts for BPL-003 What BPL-003 has demonstrated so far: Rapid, robust, and durable therapeutic benefit for at least 2 months Favorable safety & tolerability profile POC data in adjunctive patients show similar tolerability and efficacy results 2-hour in-clinic treatment time, fitting into Spravato® treatment paradigm Phase 3 ready asset with 8mg dose Abbreviations: OLE = Open Label Extension; CMC = Chemistry, Manufacturing & Controls; POC = Proof-of-Concept Anticipated key catalysts in Q3’2025: Topline data from 8-week Phase 2b OLE study investigating safety, efficacy and durability after a 2nd dose Topline data from Phase 2a open-label cohort investigating a 2-dose induction model (n=12) FDA End of Phase 2 meeting request 17

BPL-003 Opportunity & Competitor Landscape

Spravato® (esketamine) achieved blockbuster status with 2-hour interventional psychiatry treatment paradigm 19 2-hour dosing protocol with established infrastructure Patients monitored for at least 2 hours at each treatment session Delivered intranasally under the supervision of a healthcare provider >5,000 certified clinics1 ~40-50K US patients treated in 20242 Potential for many administrations per year Weeks 1 to 4: twice per week Weeks 5 to 8: once weekly Week 9 and after: every two weeks or once weekly https://www.spravato.com/spravato-available-treatment-centers/ Based on global annual sales and gross to net pricing assumptions Johnson&Johnson Q4 and Full-Year 2024 Results: https://www.investor.jnj.com/news/news-details/2025/Johnson--Johnson-Reports-Q4-and-Full-Year-2024-Results/default.aspx Spravato® – Reported Global Annual Sales3(2021-24) $26M 2021 $46M 22 23 24 $224M $374M $689M $1,077M Rest of World US SPRAVATO® interventional psychiatry treatment paradigm JNJ now highlights SPRAVATO® as a “key franchise” guiding $3 billion to $3.5 billion in annual sales by 2028 Spravato® sales grew 41.9% YoY for Q1 2025 vs. Q1 2024

BPL-003 is uniquely designed to leverage Spravato® 2-hour in-clinic treatment paradigm 20 ANTICIPATED TIME TO DISCHARGE FROM CLINIC POST-DOSE 1 (in hours) Illustrative SPRAVATO® BPL-003 Multi-dose 5-MeO-DMT Psilocybin + analogs MDMA LSD Average workday(8 hours) ~2 ~2 ~2 ~1 to 3* ~6 ~8 ~8 to 12 VLS-01 1. Subject to further validation through future clinical studies and real-world evidence 2. www.spravatohcp.com/#find-a-center * If multi-dose required KEY TAKEAWAYS SUPPORTING COMMERCIAL POTENTIAL Predictable 2-hour treatment: the potential to fit into the 2-hour in-clinic treatment paradigm established by Spravato® Potential extended durability: 1-2 doses of a psychedelic therapy provides a sustained effect, simplifying the dosing schedule compared to Spravato® (once weekly or biweekly) Scalability limits of other psychedelics: longer duration psychedelics like psilocybin, or multi-dose models, require extended clinic time and therapist involvement, Potential to significantly improve use of infrastructure: lower dosing frequency compared to Spravato®, and avoiding full day occupancy requirements of other psychedelics, could lower provider burden and improve payer receptivity

KEY: CHANGE IN MADRS FOLLOWING SINGLE DOSE OF BPL-003 VS TWICE WEEKLY DOSING SPRAVATO® MONOTHERAPY1 21 Single-dose of BPL-003 demonstrated comparable MADRS response to published results from a twice-weekly Spravato® monotherapy dosing regimen RESPONDER & REMISSION RATES FOLLOWING SINGLE DOSE OF BPL-003 VS TWICE WEEKLY DOSING SPRAVATO® MONOTHERAPY1 Spravato® twice weekly dosing sessions Responder rates (≥50% improvement in MADRS score) Day 2 Day 8 Day 28/29 8mg BPL-003 84mg Esketmaine Remission rates (MADRS score of ≤10) Day 2 Day 8 Day 28/29 15% 15% 26% 26% 1. Janik et al, 2024, Efficacy and Safety of Esketamine Nasal Spray as Monotherapy in Adults with Treatment-Resistant Depression: A Randomized, Double-Blind, Placebo-Controlled Study. No head-to-head trial has been conducted. Data from studies of these clinical candidates may not be directly comparable due to differences in molecule composition, trial protocols, dosing regimens, and patient populations and characteristics. Abbreviations: MADRS = Montgomery–Åsberg Depression Rating Scale

BPL-003 offers potential advantages over Spravato® with longer duration of effect and reduced patient burden driven by fewer required dosing sessions Established Medical Device Delivered in Interventional Psychiatry Setting Pre-Dose Education & Counselling 2-Hour Treatment Time to Discharge 1 or 2 Dose Induction Regimen* 2 Months of Blinded Durability Data from a Single-Dose BPL-003 (mebufotenin benzoate) Intranasal dry powder ✓ ✓ ✓ ✓ ✓ X X ✓ ✓ ✓ *For illustrative purposes only.. No head-to-head studies have been conducted evaluating BPL-003 to esketamine. SPRAVATO is administered twice a week during weeks 1-4 in the induction phase, followed by maintenance treatment once weekly during weeks 5-8 22 Induction of biweekly dosing for 4 weeks Dosed every 1-2 weeks

Next Steps

24 Stronger together, atai life sciences and Beckley Psytech unlock value for patients and shareholders Experienced management team Fully owned pipeline with first-in-class potential Multiple near-term milestones Commercially scalable psychedelic therapies Strong IP portfolio Long-term financial synergies Focused pipeline of rapid-acting, accessible psychedelic therapies for mental health

Lock-up holders may not sell or transfer shares before the later of (a) 60 days following the public announcement of the Phase 2b study or (b) transaction closing (the “Lock-Up Period”). Upon the expiry of the Lock-Up Period lock-up holders shall cease to be restricted at a rate of 1/12th of each lock-up holders’ securities per month. Refer to the stock purchase agreement for additional details. 25 atai-Beckley Business Combination Highlights Consideration Management & Board BPL-003 Data Transaction Closing and Conditions All-stock deal Non-atai Beckley Psytech shareholders will receive ~105.0M newly issued shares of atai common stock (~31% of pro forma entity) Combined Company will be led by atai’s CEO Srinivas Rao and the executive team will be a combination of atai and Beckley management The Combined Company board will include two nominations from Beckley Psytech shareholders Closing expected 2H 2025, subject to atai shareholder approval Beckley Psytech shareholders approved the transaction and ~25% of atai’s common stock have entered into voting agreements in support of the transaction Non-atai Beckley Psytech shareholders and Apeiron have entered into lock-up agreements, restricting the sale or transfer of their shares in the combined company following the public announcement of the results of the Phase 2b study of BPL-0031 atai’s Board recommendation is subject to the following BPL-003 Phase 2b success criteria: Statistical significance achieved on the primary endpoint (MADRS) of the Phase 2b study of BPL-003 with a p<0.05 Less than 3 individual cases of drug related serious adverse events observed in the 8mg arm during the Phase 2b study Less than a total of 6% drug related serious adverse events observed in the 12mg arm during the Phase 2b study

Combined vision is being delivered through a pipeline of fully-owned psychedelic development programs for mental health indications Abbreviations: DMT = Dimethyltryptamine; R-MDMA = R enantiomer of 3,4-Methylenedioxymethamphetamine ELE-101 Psilocin Programs Primary Indication Preclin Phase 1 Phase 2 Phase 3 Treatment Resistant Depression (TRD) Social Anxiety Disorder (SAD) TRD VLS-01 DMT EMP-01 R-MDMA BPL-003 Mebufotenin (5-MeO-DMT) benzoate Post-combination Fully-Owned Programs Undisclosed Novel 5-HT2A Receptor Agonists(inc. non-hallucinogenic neuroplastogens) 26

The BPL-003 Phase 2b study met its primary & secondary endpoints demonstrating rapid, robust, and durable antidepressant effects 27 BPL-003 was generally well-tolerated at all doses, with 99% of treatment-emergent adverse events being mild or moderate, no drug-related serious adverse events or suicide-related safety signals Phase 2b data supports selection of the 8mg dose and rapid progression into Phase 3 development BPL-003 is delivered through a single-dose administration model fitting into the 2-hour in-clinic treatment paradigm successfully established by Spravato® SPRAVATO is a registered trademark of Johnson & Johnson BPL-003 8mg and 12mg doses demonstrated statistically significant and clinically meaningful reductions in MADRS scores compared to 0.3mg dose at all timepoints of the study Strong IP portfolio with issued US patents out to 2043

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