Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 01, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ATAI | |
Title of 12(b) Security | Common shares, par value €0.10 per share | |
Security Exchange Name | NASDAQ | |
Entity Registrant Name | ATAI Life Sciences N.V. | |
Entity Central Index Key | 0001840904 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 160,297,952 | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-40493 | |
Entity Incorporation, State or Country Code | P7 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Address, Address Line One | ATAI Life Sciences N.V. c/o Mindspace | |
Entity Address, Address Line Two | Krausenstraße 9-10 | |
Entity Address, City or Town | Berlin | |
City Area Code | 49 89 | |
Local Phone Number | 2153 9035 | |
Entity Address, Country | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 430,308 | $ 97,246 |
Prepaid expenses and other current assets | 11,551 | 2,076 |
Short term notes receivable - related party | 226 | |
Total current assets | 441,859 | 99,548 |
Property and equipment, net | 138 | 71 |
Deferred offering costs | 1,575 | |
Equity Method Investments | 15,086 | 0 |
Other investments held at fair value | 6,816 | |
Other investments | 14,256 | 8,044 |
Long term notes receivable | 908 | 911 |
Long term notes receivable - related parties | 3,784 | 1,060 |
Other assets | 1,262 | 339 |
Total assets | 484,109 | 111,548 |
Current liabilities: | ||
Accounts payable | 1,974 | 3,083 |
Accrued liabilities | 13,075 | 9,215 |
Current portion of contingent consideration liability - related parties | 50 | |
Deferred revenue | 180 | |
Short-term notes payable | 38 | |
Total current liabilities | 15,317 | 12,298 |
Non-current portion of contingent consideration liability - related parties | 1,947 | 1,705 |
Convertible promissory notes - related parties, net of discounts and deferred issuance costs | 800 | 1,199 |
Convertible promissory notes and derivative liability (including a related party convertible promissory note and derivative liability of $0 million and $0.3 million at September 30, 2021 and December 31, 2020, respectively) | 978 | |
Other liabilities | 3,285 | |
Total liabilities | 21,349 | 16,180 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity: | ||
Common stock, 0.10 par value ($0.12 par value at September 30, 2021 and December 31, 2020, respectively); 750,000,000 and 173,116,704 shares authorized at September 30, 2021 and December 31, 2020, respectively; 154,819,776 and 114,735,712 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 17,870 | 13,372 |
Additional paid-in capital | 709,475 | 261,626 |
Accumulated other comprehensive income (loss) | (5,233) | 5,819 |
Accumulated deficit | (268,926) | (189,995) |
Total stockholders' equity attributable to ATAI Life Sciences N.V. stockholders | 453,186 | 90,822 |
Noncontrolling interests | 9,574 | 4,546 |
Total stockholders' equity | 462,760 | 95,368 |
Total liabilities and stockholders' equity | $ 484,109 | $ 111,548 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) $ in Millions | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares |
Convertible promissory notes and derivative liability noncurrent, Related party | $ | $ 0 | $ 0.3 |
Common Stock, Par or Stated Value Per Share | (per share) | $ 0.12 | $ 0.12 |
Common stock, shares authorized | 750,000,000 | 173,116,704 |
Common stock, shares, issued | 159,657,952 | 114,735,712 |
Common stock, shares, outstanding | 159,657,952 | 114,735,712 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
License revenue | $ 266,000 | $ 20,146,000 | ||
Operating expenses: | ||||
Research and development | 13,363,000 | 3,058,000 | 34,974,000 | 8,056,000 |
Acquisition of in-process research and development | 8,934,000 | 120,000 | ||
General and administrative | 20,264,000 | 4,328,000 | 66,868,000 | 8,749,000 |
Total operating expenses | 33,627,000 | 7,386,000 | 110,776,000 | 16,925,000 |
Loss from operations | (33,361,000) | (7,386,000) | (90,630,000) | (16,925,000) |
Other income (expense), net: | ||||
Interest income | 8,000 | 19,000 | 80,000 | 57,000 |
Change in fair value of contingent consideration liability- related parties | 469,000 | 86,000 | (191,000) | 20,000 |
Change in fair value of short term notes receivable - related party | 718,000 | |||
Change in fair value of convertible promissory notes | (13,867,000) | (14,000,000) | ||
Change in fair value of derivative liability | (10,000) | 41,000 | (23,000) | |
Change in fair value of warrant liability | 47,000 | 87,000 | ||
Unrealized loss on other investments held at fair value | (70,000) | (5,530,000) | ||
Unrealized gain on other investments | 19,856,000 | |||
Loss on conversion of convertible promissory notes | (513,000) | |||
Gain on consolidation of a variable interest entity | 3,543,000 | |||
Foreign exchange gain (loss), net | 6,462,000 | (159,000) | 5,446,000 | (191,000) |
Other income (expense), net | (29,000) | (11,000) | (355,000) | (85,000) |
Total other income (expense), net | 6,887,000 | (13,942,000) | 2,608,000 | 6,352,000 |
Net income (loss) before income taxes | (26,474,000) | (21,328,000) | (88,022,000) | (10,573,000) |
Provision for income taxes | (368,000) | (4,000) | (432,000) | (4,000) |
Gain on dilution of equity method investment | 16,923,000 | |||
Losses from investments in equity method investees, net of tax | (4,800,000) | (61,862,000) | (9,440,000) | (73,693,000) |
Net loss | (31,642,000) | (83,194,000) | (80,971,000) | (84,270,000) |
Net income (loss) attributable to redeemable noncontrolling interests and noncontrolling interests | (484,000) | 1,000 | (2,040,000) | (1,021,000) |
Net loss attributable to ATAI Life Sciences N.V. stockholders | $ (31,158,000) | $ (83,195,000) | $ (78,931,000) | $ (83,249,000) |
Net loss per share attributable to ATAI Life Sciences N.V. stockholders — basic and diluted | $ (0.21) | $ (0.92) | $ (0.59) | $ (0.92) |
Weighted average common shares outstanding attributable to ATAI Life Sciences N.V. stockholders — basic and diluted | 151,130,212 | 90,709,312 | 134,334,685 | 90,709,312 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (31,642) | $ (83,194) | $ (80,971) | $ (84,270) |
Other comprehensive loss: | ||||
Foreign currency translation adjustments, net of tax | (9,158) | 6,329 | (11,074) | 6,216 |
Comprehensive income (loss) | (40,800) | (76,865) | (92,045) | (78,054) |
Comprehensive income (loss) attributable to redeemable noncontrolling interests and noncontrolling interests | (484) | 1 | (2,040) | (1,021) |
Foreign currency translation adjustments, net of tax attributable to noncontrolling interests | 12 | (1) | (22) | (8) |
Comprehensive loss attributable to redeemable noncontrolling interests and noncontrolling interests | (472) | 0 | (2,062) | (1,029) |
Comprehensive income (loss) attributable to ATAI Life Sciences N.V. stockholders | $ (40,328) | $ (76,865) | $ (89,983) | $ (77,025) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Redeemable Noncontrolling Interests and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Stock Purchase Agreement [Member] | Redeemable Noncontrolling Interests [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]Stock Purchase Agreement [Member] | Share Subscriptions Receivable [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Total Stockholders' Equity Attributable to ATAI Life Sciences N.V. Stockholders [Member] | Total Stockholders' Equity Attributable to ATAI Life Sciences N.V. Stockholders [Member]Stock Purchase Agreement [Member] | Noncontrolling Interests [Member] |
Beginning Balance at Dec. 31, 2019 | $ 142 | |||||||||||
Beginning Balance at Dec. 31, 2019 | $ 59,638 | $ 10,510 | $ 69,819 | $ (1,426) | $ (20,152) | $ 58,751 | $ 887 | |||||
Beginning Balance, Shares at Dec. 31, 2019 | 90,709,312 | |||||||||||
Issuance of noncontrolling interest | 0 | |||||||||||
Stock-based compensation expense | 41 | 41 | 41 | |||||||||
Foreign currency translation adjustment, net of tax | (890) | (903) | (903) | 13 | ||||||||
Net income (loss) | (33) | |||||||||||
Net income (loss) | 15,913 | 16,302 | 16,302 | (389) | ||||||||
Ending Balance, Shares at Mar. 31, 2020 | 90,709,312 | |||||||||||
Ending Balance at Mar. 31, 2020 | 74,702 | $ 10,510 | 69,860 | (2,329) | (3,850) | 74,191 | 511 | |||||
Ending Balance at Mar. 31, 2020 | 109 | |||||||||||
Issuance of common shares, net of issuance costs | $ 120 | $ 120 | $ 120 | |||||||||
Issuance of noncontrolling interest | 0 | |||||||||||
Stock-based compensation expense | 41 | 41 | 41 | |||||||||
Foreign currency translation adjustment, net of tax | 777 | 804 | 804 | (20) | ||||||||
Net income (loss) | (109) | |||||||||||
Net income (loss) | (16,848) | (16,357) | (16,357) | (491) | ||||||||
Ending Balance, Shares at Jun. 30, 2020 | 90,709,312 | |||||||||||
Ending Balance at Jun. 30, 2020 | 58,800 | $ 10,510 | 70,021 | (1,525) | (20,207) | 58,799 | ||||||
Stock-based compensation expense | 2,139 | 2,139 | 2,139 | |||||||||
Foreign currency translation adjustment, net of tax | 6,329 | 6,330 | 6,330 | (1) | ||||||||
Net income (loss) | $ (83,195) | (83,196) | (83,196) | 1 | ||||||||
Ending Balance, Shares at Sep. 30, 2020 | 7,052,003 | 90,709,312 | ||||||||||
Ending Balance at Sep. 30, 2020 | $ (15,927) | $ 10,510 | 72,160 | 4,805 | (103,403) | (15,928) | ||||||
Beginning Balance at Dec. 31, 2020 | 0 | |||||||||||
Beginning Balance at Dec. 31, 2020 | 95,368 | $ 13,372 | 261,626 | 5,819 | (189,995) | 90,822 | 4,546 | |||||
Beginning Balance, Shares at Dec. 31, 2020 | 114,735,712 | |||||||||||
Issuance of common shares, net of issuance costs | 23,510 | $ 1,881 | 162,497 | $ (140,868) | 23,510 | |||||||
Issuance of common shares, net of issuance costs ,Shares | 15,552,688 | |||||||||||
Issuance of noncontrolling interest | 885 | 885 | ||||||||||
Issuance of common shares under the Hurdle Share Option Plan, Shares | 7,281,376 | |||||||||||
Stock-based compensation expense | 212 | 212 | 212 | |||||||||
Foreign currency translation adjustment, net of tax | (4,026) | (3,842) | (3,842) | (184) | ||||||||
Net income (loss) | 4,044 | 688 | 688 | 3,356 | ||||||||
Ending Balance, Shares at Mar. 31, 2021 | 137,569,776 | |||||||||||
Ending Balance at Mar. 31, 2021 | 119,993 | $ 15,253 | 424,335 | (140,868) | 1,977 | (189,307) | 111,390 | 8,603 | ||||
Settlement of issuance of common shares value | 140,868 | 140,868 | 140,868 | |||||||||
Issuance of common shares, net of issuance costs | 231,581 | $ 2,046 | 229,535 | 231,581 | ||||||||
Issuance of common shares, net of issuance costs ,Shares | 17,250,000 | |||||||||||
Issuance of noncontrolling interest | 3,649 | 2,555 | 3,649 | |||||||||
Stock-based compensation expense | 37,512 | 37,512 | 37,512 | |||||||||
Foreign currency translation adjustment, net of tax | 2,110 | 1,960 | 1,960 | 150 | ||||||||
Net income (loss) | $ (2,555) | |||||||||||
Net income (loss) | (50,818) | (48,461) | (48,461) | (2,357) | ||||||||
Ending Balance, Shares at Jun. 30, 2021 | 154,819,776 | |||||||||||
Ending Balance at Jun. 30, 2021 | 484,895 | $ 17,299 | 691,382 | 3,937 | (237,768) | 474,850 | 10,045 | |||||
Issuance of noncontrolling interest | 0 | 0 | ||||||||||
Conversion of convertible notes to common stock | 6,424 | $ 571 | 5,853 | 6,424 | ||||||||
Conversion of convertible notes to common stock, Shares | 4,838,176 | |||||||||||
Stock-based compensation expense | 12,240 | 12,240 | 12,240 | |||||||||
Foreign currency translation adjustment, net of tax | (9,158) | (9,170) | (9,170) | 12 | ||||||||
Net income (loss) | (31,641) | (31,158) | (31,158) | (483) | ||||||||
Ending Balance, Shares at Sep. 30, 2021 | 159,657,952 | |||||||||||
Ending Balance at Sep. 30, 2021 | 462,760 | $ 17,870 | $ 709,475 | $ (5,233) | $ (268,926) | $ 453,186 | $ 9,574 | |||||
Ending Balance at Sep. 30, 2021 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements Of Redeemable Noncontrolling Interests and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance cost | $ 9 | $ 4.9 |
Settlement of issuance cost | $ 4.9 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (80,971) | $ (84,270) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 18 | 10 |
Amortization of debt discount | 192 | 35 |
Change in fair value of contingent consideration liability - related parties | 191 | (20) |
Change in fair value of short term notes receivable - related parties | (718) | |
Change in fair value of convertible promissory notes | 14,000 | |
Change in fair value of derivative liability | (41) | 23 |
Change in fair value of warrant liability | 87 | |
Unrealized loss on other investments held at fair value | 5,530 | |
Unrealized gain on other investments | (19,856) | |
Gain on dilution of equity method investment | (16,923) | |
Loss on conversion of convertible notes | 513 | |
Gain on consolidation of a variable interest entity | (3,543) | |
Losses from investments in equity method investees | 9,440 | 73,693 |
In-process research and development expense | 8,934 | 120 |
Stock-based compensation expense | 49,964 | 2,221 |
Unrealized foreign exchange gains | (8,289) | (155) |
Other | 43 | (43) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (9,657) | (1,093) |
Accounts payable | (1,671) | 642 |
Accrued liabilities | 3,266 | 859 |
Deferred revenue | 180 | |
Net cash used in operating activities | (42,737) | (14,552) |
Cash flows from investing activities | ||
Purchases of property and equipment | (121) | (9) |
Capitalized internal-use software development costs | (650) | |
Cash acquired in asset acquisitions, net | 47 | |
Cash paid for investments in equity method investees | (5,362) | |
Cash paid for other investments | (23,659) | (23,164) |
Purchases of long term notes receivable - related party | (1,232) | |
Loans to related parties | (2,625) | |
Cash paid for other assets | (273) | |
Net cash used in investing activities | (32,643) | (24,405) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 409,884 | |
Cash paid for common stock issuance costs | (12,350) | |
Proceeds from issuance of share option awards | 534 | |
Proceeds from sale of investment | 2,417 | |
Proceeds from issuance of convertible promissory notes | 1,587 | 31,072 |
Proceeds from conversion of convertible notes to common stock | 6,067 | |
Net cash provided by financing activities | 408,139 | 31,072 |
Effect of foreign exchange rate changes on cash | 303 | 533 |
Net increase (decrease) in cash and cash equivalents | 333,062 | (7,352) |
Cash and cash equivalents – beginning of the period | 97,246 | 30,062 |
Cash and cash equivalents – end of the period | 430,308 | 22,710 |
Supplemental disclosures of non-cash investing and financing information: | ||
Fair value of noncontrolling interests issued in connection with asset acquisitions | 885 | |
Fair value of noncontrolling interests issued in connection with consolidation of a VIE | 392 | |
Fair value redeemable noncontrolling interests issued in connection with consolidation of a VIE | 2,555 | |
Issuance of subsidiary shares in connection with the conversion of convertible notes | 3,258 | |
Conversion of short term notes receivable for other investments | 9,003 | |
Conversion of other investments into equity method investments | 53,101 | |
Issuance of subsidiary shares in connection with a stock purchase agreement | 120 | |
Issuance of derivative instrument related to convertible promissory notes | $ 646 | $ 203 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Or ganization and Description of Business ATAI Life Sciences N.V. (“ATAI”) is the parent company of ATAI Life Sciences AG and, along with its subsidiaries, is a clinical-stage biopharmaceutical company aiming to transform the treatment of mental health disorders. ATAI was founded to address the significant unmet need and lack of innovation in the mental health treatment landscape as well as the emergence of therapies that previously may have been overlooked or underused, including psychedelic compounds and digital therapies. Since inception, ATAI has either created wholly owned subsidiaries or has made investments in certain controlled entities, including variable interest entities (“VIEs”) for which ATAI is the primary beneficiary under the VIE model (collectively, the “Company”). ATAI is headquartered in Berlin, Germany. Corporate Reorganization and Initial Public Offering ATAI was incorporated pursuant to the laws of the Netherlands as a Dutch private company with limited liability on September 10, 2020 for the purposes of becoming a holding company for ATAI Life Sciences AG and consummating the corporate reorganization described below. ATAI did not conduct any operations prior to the corporate reorganization other than activities incidental to its formation. ATAI Life Sciences AG was formed as a separate company on February 7, 2018. In contemplation of the consummation of ATAI’s initial public offering (“IPO”) of common shares, ATAI undertook a corporate reorganization (the “Corporate Reorganization”). The Corporate Reorganization consisted of several steps as described below: Exchange of ATAI Life Sciences AG Securities for ATAI Life Sciences B.V. Common Shares and Share Split : In April 2021, the existing shareholders of ATAI Life Sciences AG each became a party to a separate notarial deed of issue under Dutch law and (i) subscribed for new common shares in ATAI Life Sciences B.V. and (ii) transferred their respective shares in ATAI Life Sciences AG, on a 1 to 10 basis (the “Exchange Ratio”), to ATAI Life Sciences B.V. as a contribution in kind on the common shares in ATAI Life Sciences B.V. As a result of the issuance of common shares in ATAI Life Sciences B.V. to the shareholders of ATAI Life Sciences AG and the contribution and transfer of their respective shares in ATAI Life Sciences AG to ATAI Life Sciences B.V., ATAI Life Sciences AG became a wholly owned subsidiary of ATAI Life Sciences B.V. No shareholder rights or preferences changed as a result of the share for share exchange. In connection with such exchange, the common share in ATAI Life Sciences B.V. held by Apeiron was cancelled. On June 7, 2021, shares of ATAI Life Sciences B.V. were split applying a ratio of 1.6 to one , and the nominal value of the shares was reduced to € 0.10 , pursuant to a shareholders’ resolution and amendment to the articles of association. Conversion of ATAI Life Sciences B.V. into ATAI Life Sciences N.V .: Immediately preceding the Company’s IPO, the legal form of ATAI Life Sciences B.V. was converted from a Dutch private company with limited liability to a Dutch public company, and the articles of association of ATAI Life Sciences N.V., became effective. Following the Corporate Reorganization, ATAI Life Sciences N.V. became the holding company of ATAI Life Sciences AG. The Corporate Reorganization, as described above, is considered a continuation of ATAI Life Sciences AG resulting in no change in the carrying values of assets or liabilities. As a result, the financial statements for periods prior to the Corporate Reorganization are the financial statements of ATAI Life Sciences AG as the predecessor to ATAI for accounting and reporting purposes. All share, per-share and related information presented in these condensed consolidated financial statements and corresponding disclosure notes have been retrospectively adjusted, where applicable, to reflect the impact of the share exchange and share split resulting from the Corporate Reorganization. In connection with the Corporate Reorganization, outstanding share awards and option grants of ATAI Life Sciences AG were exchanged for share awards and option grants of ATAI Life Sciences B.V. with identical restrictions. On June 22, 2021, ATAI closed the IPO of its common stock on the Nasdaq Stock Market ("Nasdaq"). As part of the IPO, the Company issued and sold 17,250,000 shares of its common stock, which included 2,250,000 shares sold pursuant to the exercise of the underwriters’ over-allotment option, at a public offering price of $ 15.00 per share. The Company received net proceeds of approximately $ 231.6 million from the IPO, after deducting underwriters’ discounts and commissions of $ 18.1 million and offering costs of $ 9.0 million. Impact of COVID-19 Pandemic The COVID-19 pandemic has continued to present global public health and economic challenges during the nine months ended September 30, 2021. Although some research and development timelines have been impacted by delays related to the COVID-19 pandemic, the Company has not experienced material financial impacts on its business and operations as a result. The Company continues to monitor the impact of the COVID-19 pandemic on its employees and business and has undertaken business continuity measures to mitigate potential disruption to its operations. The future impact of COVID-19 on the Company’s business and operations, including its research and development programs and related clinical trials, will largely depend on future developments, which are highly uncertain, such as the duration of the pandemic, the spread of the disease and variants thereof, the availability and effectiveness of vaccines and related roll-out efforts, breakthrough infections among the vaccinated, vaccine hesitancy, the implementation of vaccine mandates, travel restrictions, social distancing and related government actions around the world, business closures or business disruptions and the ultimate impact of COVID-19 on financial markets and the global economy. For a discussion of the risks to the Company's business from COVID-19, refer to the section titled “Risk Factors” in the Company’s Prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). Liquidity and Going Concern The Company has incurred significant losses and negative cash flows from operations since its inception. As of September 30, 2021, the Company had cash and cash equivalents of $ 430.3 million and its accumulated deficit was $ 268.9 million. The Company has historically financed its operations through the sale of equity securities, sale of convertible notes and revenue generated from licensing and collaboration arrangements. The Company has not generated any revenues to date from the sale of its product candidates and does not anticipate generating any revenues from the sale of its product candidates unless and until it successfully completes development and obtains regulatory approval to market its product candidates. The Company currently expects that its existing cash and cash equivalents as of September 30, 2021 will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from the date the unaudited condensed consolidated financial statements are issued. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements, which include the accounts of ATAI, its wholly owned subsidiaries and controlled entities, are presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with such rules and regulations. All intercompany transactions and accounts have been eliminated in consolidation. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the Company’s financial position, its results of operations and comprehensive loss, and its cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other future annual or interim period. Subsequ ent to the issuance of the unaudited condensed consolidated financial statements for the quarter ended June 30, 2021, management determined there was a typographical error on the face of the Condensed Consolidated Statements of Redeemable Noncontrolling Interests and Stockholders’ Equity (Deficit) for the six months ended June 30, 2021 whereby the total previously reported Stockholders’ Equity (Deficit) of $ 497.0 million should have been reported as $ 484.9 million. The accompanying unaudited Condensed Consolidated Statements of Redeemable Noncontrolling Interests and Stockholders’ Equity (Deficit) for the nine months ended September 30, 2021 has been revised to corr ect this immaterial typographical error. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the prospectus dated June 17, 2021 (“Prospectus”) that forms a part of the Company’s Registration Statements on Form S-1 (File Nos. 333-255383 and 333-257184), as filed with the SEC pursuant to Rule 424(b)(4) promulgated under the Securities Act of 1933, as amended. Significant Accounting Policies During the nine months ended September 30, 2021, there were no significant changes to the Company’s significant accounting policies as described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020 except as described below. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to the fair value of the Company’s short term notes receivable—related party with COMPASS Pathways plc, investment in Intelgenx Technologies Corp. ( “ IntelGenx ” ), warrant liability with Neuronasal Inc., convertible promissory notes issued in connection with the 2020 convertible note agreement (the “2020 Convertible Notes”), contingent consideration liability—related parties, derivative liability associated with the Perception convertible promissory notes, in-process research and development assets (“IPRD”), redeemable noncontrolling interests and noncontrolling interests recognized in acquisitions, the valuations of common shares prior to IPO and share-based awards, and accruals for research and development costs. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. Actual results may differ from those estimates or assumptions. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. As of September 30, 2021 and December 31, 2020, cash and cash equivalents consisted of cash on deposit and cash held in high-yield savings accounts and money market funds. Fair Value Measurements Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s contingent consideration liability—related parties, the 2020 Convertible Notes, derivative liability associated with the Perception convertible promissory note s, investment in common shares of IntelGenx, IntelGenx Initial Warrants and Additional Units Warrant, and warrant liability with Neuronasal Inc. are carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above (See Note 7). The IntelGenx common stock is carried at fair value, determined according to Level 2 inputs in the fair value hierarchy above. The carrying amount reflected in the accompanying consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values, due to their short-term nature. The carrying amounts of the Company’ s remaining outstanding convertible promissory notes—related parties issued in 2018 and 2020 (collectively, the “2018 Convertible Notes”) do not approximate fair value because the fair value is driven by the underlying value of the Company’s common stock into which the notes are to be converted. As of September 30, 2021, the carrying amount and fair value amount of the 2018 Convertible Notes was $ 0.8 million and $ 152.9 million, respectively. As of December 31, 2020, the carrying amount and fair value amount of the 2018 Convertible Notes was $ 1.2 million and $ 76.7 million, respectively. In September 2021, several noteholders of the 2018 Convertible Notes elected to convert their promissory notes into shares of the Company's common stock. See Note 10 for additional discussion. The carrying amounts of the Perception convertible promissory notes issued during 2020, do not approximate fair value because carrying amounts are net of unamortized debt discounts and bifurcated derivative liabilities. The fair value of the Perception convertible promissory notes was determined based on the changes in expectation and increase in probability of occurrence of certain conversion events, including a qualified equity financing and a licensing transaction, that would have beneficial conversion terms for the note holders. In June 2021, the Perception convertible promissory notes converted into shares of Series A preferred stock of Perception pursuant to their original terms. As of September 30, 2021, there were no Perception convertible promissory notes outstanding. As of December 31, 2020, the carrying amount and fair value amount for Perception convertible promissory notes was $ 0.8 million and $ 4.6 million, respectively. See Note 10 for additional discussion. Fair Value Option As permitted under Accounting Standards Codification 825, Financial Instruments, or ASC 825, the Company has elected the fair value option to account for its investment in common shares of IntelGenx, which otherwise would be subject to ASC 323. In accordance with ASC 825, the Company records this investment at fair value under the Other investments held at fair value in the Company's consolidated balance sheets. Changes in fair value are recorded subsequently at each reporting date as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. The Company has also elected the fair value option to account for its short term notes receivable—related party with COMPASS Pathways plc and the 2020 Convertible Notes. In accordance with ASC 825, the Company records the short term notes receivable - related party with COMPASS Pathways plc and the 2020 Convertible Notes at fair value with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations. The 2020 Convertible Notes converted into common shares of ATAI in November 2020. The short term notes receivable—related party with COMPASS Pathways plc converted into American Depository Shares in September 2020. Convertible Promissory Notes and Derivative Instruments The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company evaluates all of its financial instruments, including convertible promissory notes, to determine if such instruments contain features that meet the definition of embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the consolidated statements of operations at each reporting period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s consolidated balance sheets. On March 16, 2020, Perception entered into a convertible promissory note agreement with the Company and other investors, including related parties, which provided for the issuance of convertible notes of $ 3.3 million to the Company and $ 0.6 million to other investors. On December 1, 2020, Perception entered into an additional convertible promissory note agreement with the Company and other investors, including related parties, which provided for the issuance of convertible notes of up to $ 12.0 million to the Company in aggregate of which (i) $ 6.2 million and $ 0.8 million were issued in December 2020 and January 2021, respectively, under the First Tranche Funding and (ii) $ 5.0 million was issued under the Second Tranche Funding in May 2021 (See Note 10). The Perception convertible promissory notes issued to the Company represent intercompany debt and are eliminated upon consolidation. In addition, the Perception convertible promissory notes contain certain embedded features, which are redemption features and meet the definition of derivative instruments. The Company classifies these instruments as a liability on its consolidated balance sheets as the redemption features involve substantial discounts, provide for the accelerated repayment of the notes upon the occurrence of specified events, and are not clearly and closely related to its host instrument. The derivative liability was initially recorded at fair value upon issuance of the convertible promissory notes and is subsequently remeasured to fair value at each reporting date. Both the Perception convertible promissory notes and the derivative liability have been classified as long-term and presented as convertible promissory notes and derivative liability in the Company’s consolidated balance sheets. Changes in the fair value of the derivative asset and liability are recognized as a component of other income (expense), net in the consolidated statements of operations. Changes in the fair value of the derivative asset and liability were recognized until the convertible promissory notes converted in June 2021. As such, the derivative and asset liability balance is $ 0 as of September 30, 2021. Warrant Liability The Company accounts for its warrant liabilities in accordance with the guidance contained in ASC 815-40 under which the warrants do not meet the criteria for equity treatment and therefore must be recorded as liabilities. Warrants are included in other liabilities in the consolidated balance sheet. The warrants are recorded at fair value and subsequently remeasured to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized as a component of other income (expense), net in the consolidated statements of operations. Licenses of Intellectual Property The Company may enter into collaboration and licensing arrangements for research and development, manufacturing, and commercialization activities with counterparties for the development and commercialization of its product candidates. The agreements may have units of account within the scope of ASC 606 where the counterparties meet the definition of a customer as well as units of account within the scope of ASC 808 where both parties are determined to be active participants. The arrangements may contain multiple components, which may include (i) licenses, or options to obtain licenses to the Company’s intellectual property or sale of the Company’s license, (ii) research and development activities, (iii) participation on joint steering committees, and (iv) the manufacturing of commercial, clinical or preclinical material. Payments pursuant to these arrangements may include non-refundable, upfront payments, milestone payments upon the achievement of significant development events, research and development reimbursements, sales milestones, and royalties on product sales. The amount of variable consideration is constrained until it is probable that the revenue is not at a significant risk of reversal in a future period. The contracts into which the Company enters generally do not include significant financing components. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its collaboration and license agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract within the scope of ASC 606; (ii) determination of whether the promised goods or services are performance obligations including whether they are capable of being distinct and distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for these arrangements, the Company must use significant judgment to determine: a) the number of performance obligations based on the determination under step (ii) above; b) the transaction price under step (iii) above; c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above; and d) the measure of progress in step (v) above. The Company uses judgment to determine whether milestones or other variable consideration, except for sales-based milestones and royalties on license arrangements, should be included in the transaction price as described further below. If a license to the Company’s intellectual property is determined to be distinct from the other promises or performance obligations identified in the arrangement, the Company recognizes revenue from consideration allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. In assessing whether a promise or performance obligation is distinct from the other elements, the Company considers factors such as the research, development, manufacturing and commercialization capabilities of the counterparties and the availability of its associated expertise in the general marketplace. In addition, the Company considers whether the counterparties can benefit from a promise for its intended purpose without the receipt of the remaining elements, whether the value of the promise is dependent on the unsatisfied promise, whether there are other vendors that could provide the remaining promise, and whether it is separately identifiable from the remaining promise. For licenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress as of each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The measure of progress, and thereby periods over which revenue should be recognized, is subject to estimates by management and may change over the course of the arrangement. Such a change could have a material impact on the amount of revenue the Company records in future periods. Customer Options: If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services such as research and development services or manufacturing services, the goods and services underlying the customer options are not considered to be performance obligations at the inception of the arrangement unless a material right is provided to the customer. If the customer option does not represent a material right, the obligation to provide such goods and services is contingent on exercise of the option, and the associated consideration is not included in the transaction price. If a customer option is determined to include a significant and incremental discount and, therefore, represents a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on the relative standalone selling price. Milestone Payments: At the inception of each arrangement that includes milestone payments, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most-likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the respective milestone in making this assessment. There is considerable judgment involved in determining whether it is probable that a significant revenue reversal would not occur. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Royalties: For license arrangements that include sales-based royalties, including milestone payments based on a level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. Stock-Based Compensation The Company accounts for all stock-based payment awards granted to employees, directors and non-employees as stock-based compensation expense based on their grant date fair value. The Company grants equity awards under its stock-based compensation programs, which may include stock options and restricted common stock. The measurement date for employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the requisite service period, which is the vesting period, on a straight-line basis. Since the adoption of ASU 2018-07, the measurement date for non-employee awards is the date of grant, and stock-based compensation costs are recognized in the same period and in the same manner as if the entity had paid cash for the goods or services. Stock-based compensation expense is classified in the accompanying condensed consolidated statements of operations based on the function to which the related services are provided. The Company has elected to recognize forfeitures of stock-based compensation awards as they occur. The Company recognizes the compensation cost of awards subject to service-based and performance-based vesting conditions using the accelerated attribution method over the requisite service period if the performance- based vesting conditions are probable of being met. Recognition of compensation cost relating to awards that vest on a “Liquidity Event” (as defined in the award or Partnership agreements) will be deferred until the consummation of such transaction. The Company calculates the fair value of stock options granted using the Black-Scholes option-pricing model with the following assumptions: Expected Volatility —The Company estimated volatility for option grants by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the options’ expected life. Expected Term —The expected term of the Company’s options represents the period that the stock-based awards are expected to be outstanding. The Company has generally elected to use the “simplified method” by analogy for estimating the expected term of options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. Risk-Free Interest Rate —The risk-free interest rate is based on the implied yield with an equivalent expected term at the grant date. Dividend Yield —The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero. As part of the valuation of stock-based compensation under the Black-Scholes option pricing model, it is necessary for the Company to use the fair value of its common stock as a valuation input. Prior to the closing of the IPO, the fair value of the Company’s common stock was estimated on each grant date. Given the absence of a public trading market, and in accordance with the American Institute of Certified Public Accountants’ Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, the Company exercised reasonable judgment and considered numerous objective and subjective factors to determine its best estimate of the fair value of its common stock. The estimation of the fair value of the common stock considered factors including the following: the estimated present value of the Company’s future cash flows; the Company’s business, financial condition and results of operations; the Company’s forecasted operating performance; the illiquid nature of the Company’s common stock; industry information such as market size and growth; market capitalization of comparable companies and the estimated value of transactions such companies have engaged in; and macroeconomic conditions. After the clo sing of the IPO, the Company’s board of directors determined the fair value of each share of common stock underlying stock-based awards based on the closing price of the Company’s common stock as reported by Nasdaq on the date of grant. Net Income (Loss) per Share Attributable to Common Stockholders The Company computed basic net income (loss) per share attributable to common stockholders by dividing net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net income (loss) per common share after giving consideration to all potentially dilutive common stock, including convertible notes and stock options, outstanding during the period determined using the if-converted and treasury-stock methods, respectively, except where the effect of including such securities would be antidilutive. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815—40) ” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for the Company for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years, with early adoption permitted. The Company early adopted this standard on January 1, 2021 applying the modified retrospective transition approach. Upon adoption of ASU 2020-06, the embedded conversion option related to the 2018 Convertible Notes is no longer separated from the host contract and recognized within additional paid-in-capital and is instead accounted for as a single liability measured at amortized cost within convertible promissory notes—related parties in the condensed consolidated balance sheets. Therefore, the unamortized debt discount of $ 8,000 was eliminated. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” or ASU No. 2016-02, which is a comprehensive new lease standard that amends various aspects of existing accounting guidance for leases. The ASU will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. For public entities, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018. As a result of the Company having elected the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act, ASU 2016-02 is effective for the Company beginning after December 15, 2021. Early adoption is permitted. In July 2018, the FASB issued ASU 2018-11 Leases – Targeted Improvements, or ASU 2018-11, intended to ease the implementation of the new lease standard for financial statement preparers by, among other things, allowing for an additional transition method. In lieu of presenting transition requirements to comparative periods, as previously required, an entity may now elect to show a cumulative effect adjustment on the date of adoption without the requirement to recast prior period financial statements or disclosures presented in accordance with ASU 2016-02. The Company is continuing to evaluate developments within the new lease guidance and is finalizing its evaluation of its existing population of contracts to ensure all contracts that meet the definition of a lease contract under the new standard are identified. The Company is currently evaluating the impact of adopting this guidance on the Company’s consolidated financial statements and expects that its operating lease commitments will be subject to the new standard and recognized as right-of-use assets and operating lease liabilities upon adoption of this standard, which will increase the total assets and total liabilities that it reports relative to such amounts presented prior to adoption. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions 2021 Acquisitions PsyProtix, Inc. In February 2021, the Company jointly formed PsyProtix with Chymia, LLC (“Chymia”). PsyProtix was created for the purpose of exploring and developing a metabolomics-based precision psychiatry approach, initially targeting the stratification and treatment of Treatment Resistant Depression (“TRD”) patients. In February 2021, pursuant to a Series A Preferred Stock Purchase Agreement (the “PsyProtix Purchase Agreement”), the Company acquired shares of PsyProtix’s Series A preferred stock in exchange for an initial payment of $ 0.1 million in cash. In addition, pursuant to the PsyProtix Purchase Agreement, the Company agreed to make aggregate payments to PsyProtix of up to $ 4.9 million upon the achievement of specified clinical milestones to complete the purchase of the shares and provide additional funding to PsyProtix. The PsyProtix Purchase Agreement resulted in the Company holding a 75.0 % voting interest and Chymia holding a 25.0 % voting interest in PsyProtix. In connection with the Company’s agreement for additional funding, PsyProtix issued the corresponding Series A preferred shares to the Company provided that the shares are held in an escrow account (the “PsyProtix Escrow Shares”). The PsyProtix Escrow Shares will be released, from time to time, to the Company upon PsyProtix achieving certain milestones as defined in the PsyProtix Purchase Agreement with cash payments to be made by the Company. In addition, the Company has the right, but not the obligation, to make payment for the certain PsyProtix Escrow Shares at any time, regardless of the achievement of any milestones. The PsyProtix Escrow Shares have voting and all other rights until an event of default occurs where the Company fails to make a payment within 10 days following the written notice of the achievement of the relevant milestone. In the event of default, a pro rata portion of the PsyProtix Escrow Shares will automatically be surrendered and be deemed forfeited and canceled, and could result in the Company losing control of PsyProtix’s board of directors and its controlling financial interest in PsyProtix. In addition, prior to the occurrence of the earlier of a certain milestone event or reaching of the Company’s capital contribution threshold of $ 5.0 million, PsyProtix will issue additional shares of common stock to Chymia to maintain Chymia’s current ownership percentage. This anti-dilution right was concluded to be embedded in the common shares held by Chymia. Immediately following the closing of the PsyProtix Purchase Agreement, PsyProtix loaned $ 0.1 million to Chymia in exchange for a duly executed promissory note (the “Chymia Note”). The Chymia Note shall accrue interest at a 5 % rate per annum until payment in full. The aggregate principal amount of $ 0.1 million, together with all accrued and unpaid interest and all other amounts payable are due to be paid on the date that is the earlier of (i) five years from the promissory note agreement date or (ii) the occurrence of a liquidation event or a deemed liquidation event (as defined in the PsyProtix’s certificate of incorporation). As of September 30, 2021, the Chymia Note w as $ 0.1 million and included as a component of long-term notes receivable—related parties on the condensed consolidated balance sheets. The PsyProtix Purchase Agreement provided the Company unilateral rights to control all decisions related to the significant activities of PsyProtix. The Company concluded that PsyProtix was not considered a business based on its assessment under ASC 805 and accounted for the Company’s acquisition in PsyProtix as an initial consolidation of a VIE that is not a business under ASC 810 (See Note 4). The assets acquired, liabilities assumed, and noncontrolling interest in the transaction were measured based on their fair values. The Company did no t recognize a gain or a loss in connection with the consolidation of PsyProtix as the fair value of the consideration paid of $ 0.1 million was equivalent to the fair value of the identifiable assets acquired of $ 0.1 million. Psyber, Inc. Psyber is a globally based startup focused on the development of brain-computer interface-enabled digital therapeutics for treating mental health issues. Psyber was created as a joint venture between the Company and the founders of Psyber. In February 2021, pursuant to a Series A Preferred Stock Purchase Agreement (the “Psyber Purchase Agreement”), the Company acquired shares of Psyber’s Series A preferred stock in exchange for an initial payment of $ 0.2 million in cash. In addition, pursuant to the Psyber Purchase Agreement, the Company agreed to make aggregate payments to Psyber of up to $ 1.8 million upon the achievement of specified clinical milestones to complete the purchase of the shares and provide additional funding to Psyber. The Psyber Purchase Agreement resulted in the Company holding a 75.0 % voting interest and the founders of Psyber jointly holding a 25.0 % voting interest in Psyber. In connection with the Company’s agreement for additional funding, Psyber issued the corresponding Series A preferred shares to the Company provided that the shares are held in an escrow account (the “Psyber Escrow Shares”). The Psyber Escrow Shares will be released, from time to time, to the Company upon Psyber achieving certain milestones as defined in the Psyber Purchase Agreement with cash payments to be made by the Company. In addition, the Company has the right, but not the obligation, to make payment for the certain Psyber Escrow Shares at any time, regardless of the achievement of any milestones. The Psyber Escrow Shares have voting and all other rights until an event of default occurs where the Company fails to make a payment within 10 days following the written notice of the achievement of the relevant milestone. In the event of default, a pro rata portion of the Psyber Escrow Shares will automatically be surrendered and be deemed forfeited and canceled, and could result in the Company losing control of Psyber’s board of directors and its controlling financial interest in Psyber. In addition, prior to the occurrence of the earlier of a certain milestone event or reaching of the Company’s capital contribution threshold of $ 2.0 million, Psyber will issue additional shares of common stock to the founders of Psyber to maintain the founders’ current ownership percentage. This anti-dilution right was concluded to be embedded in the common shares held by the founders of Psyber. In July 2021, pursuant to the Psyber Purchase Agreement discussed above, the Company purchased additional Series A preferred shares from Psyber for an aggregate cost of $ 0.7 million upon the achievement of specified clinical milestones. Psyber released the shares from the escrow account and the Company's voting interest remained unchanged. The Psyber Purchase Agreement provided the Company unilateral rights to control all decisions related to the significant activities of Psyber. The Company concluded that Psyber was not considered a business based on its assessment under ASC 805 and accounted for the Company’s acquisition in Psyber as an initial consolidation of a VIE that is not a business under ASC 810 (See Note 4). The assets acquired, liabilities assumed, and noncontrolling interest in the transaction were measured based on their fair values. The Company recognized a gain on consolidation of $ 2,000 for the nine months ended September 30, 2021. The gain was calculated as the sum of the consideration paid of $ 0.2 million, less the fair value of identifiable net assets acquired of $ 0.2 million. InnarisBio, Inc. In February 2021, the Company jointly formed InnarisBio with UniQuest Pty Ltd (“UniQuest”) for the purpose of adding a solgel-based direct-to-brain intranasal drug delivery technology to the Company’s platform. In March 2021, pursuant to a Series A Preferred Stock Purchase Agreement (the “InnarisBio Purchase Agreement”), the Company acquired shares of InnarisBio’s Series A preferred stock in exchange for an initial payment of $ 1.1 million in cash. In addition, pursuant to the InnarisBio Purchase Agreement, the Company agreed to make aggregate payments to InnarisBio of up to $ 3.9 million upon the achievement of specified clinical milestones to complete the purchase of the shares and provide additional funding to InnarisBio. The InnarisBio Purchase Agreement resulted in the Company holding an 82.0 % voting interest and UniQuest holding a 18.0 % voting interest in InnarisBio. In connection with the Company’s agreement for additional funding, InnarisBio issued the corresponding Series A preferred shares to the Company provided that the shares are held in an escrow account (the “InnarisBio Escrow Shares”). The InnarisBio Escrow Shares will be released, from time to time, to the Company upon InnarisBio achieving certain milestones as defined in the InnarisBio Purchase Agreement with cash payments to be made by the Company. In addition, the Company has the right, but not the obligation, to make payment for the InnarisBio Escrow Shares at any time, regardless of the achievement of any milestones. The InnarisBio Escrow Shares have voting and all other rights until an event of default occurs where the Company fails to make a payment within 10 days following the written notice of the achievement of the relevant milestone. In the event of default, a pro rata portion of the InnarisBio Escrow Shares will automatically be surrendered and be deemed forfeited and cancelled and could result in the Company losing control of InnarisBio’s board of directors and its controlling financial interest in InnarisBio. The InnarisBio Purchase Agreement provided the Company unilateral rights to control all decisions related to the significant activities of InnarisBio. The Company concluded that InnarisBio was not considered a business based on its assessment under ASC 805 and accounted for the Company’s acquisition in InnarisBio as an initial consolidation of a VIE that is not a business under ASC 810 (See Note 4). The assets acquired, liabilities assumed, and noncontrolling interest in the transaction were measured based on their fair values. The Company recognized a loss on consolidation of $ 7,000 for the nine months ended September 30, 2021. The loss was calculated as the sum of the consideration paid of $ 1.1 million, the fair value of the noncontrolling interest issued of $ 0.9 million, less the fair value of identifiable net assets acquired of $ 2.0 million. The fair value of the contingent milestone payments of $ 0.1 million was included in the total purchase consideration for the noncontrolling interest and recognized as a liability by InnarisBio at the date of acquisition. The fair value of the IPR&D acquired of $ 1.0 million was reflected as acquired in-process research and development expense on the condensed consolidated statements of operations for the nine months ended September 30, 2021 as it had no alternative future use at the time of the acquisition. Neuronasal, Inc. Neuronasal, Inc. (“Neuronasal”) is developing a novel intranasal formulation of N-acetylcysteine for acute mild traumatic brain injury. The Company first acquired investments in Neuronasal in December 2019 pursuant to a Preferred Stock Purchase Agreement (the “Neuronasal PSPA”). In December 2019, in connection with the original purchase of the preferred shares, Neuronasal and the Company entered into the Secondary Sale and Put Right Agreement (the “Neuronasal Secondary Sale Agreement”), whereby upon the achievement of certain contingent development milestones, existing common shareholders have the right to sell and the Company has the option but not the obligation to purchase additional shares of common stock at a price determined based on the fair market value per share on the date of exercise. These options are contingent upon the exercise of the options by Neuronasal’s common shareholders to sell shares to the Company. On March 10, 2021, pursuant to the Neuronasal PSPA, the Company purchased additional Series A preferred shares for approximately $ 0.8 million based on the achievement of certain development milestones. Also, pursuant to the Neuronasal Secondary Sale Agreement, the Company purchased additional common shares for approximately $ 0.3 million. On May 17, 2021, pursuant to the Neuronasal PSPA the Company exercised its option to purchase additional shares of Series A preferred stock of Neuronasal for an aggregate cost of $ 1.0 million. The additional purchase on May 17, 2021 resulted in the Company obtaining an aggregate 55.99 % ownership interest in Neuronasal, including the Company’s previously acquired investments in Neuronasal’s common and preferred stock, and provided the Company with control of Neuronasal’s board of directors and the unilateral rights to control all decisions related to the significant activities of Neuronasal. Prior to May 17, 2021, the Company accounted for its investments in Neuronasal’s common stock under the equity method and Neuronasal’s preferred stock under the measurement alternative (See Note 5). Following the closing of this acquisition on May 17, 2021, the results of Neuronasal have been consolidated in the Company’s consolidated financial statements. The Company concluded that Neuronasal was not considered a business based on its assessment under ASC 805 and accounted for the Company’s acquisition in Neuronasal as an initial consolidation of a variable interest entity (“VIE”) that is not a business under ASC 810 (See Note 4). The assets acquired, liabilities assumed, and noncontrolling interest in the transaction were measured based on their fair values. The Company recognized a gain of $ 3.5 million for the nine months ended September 30, 2021. The gain was calculated as the sum of the consideration paid of $ 1.0 million, the fair value of the noncontrolling interest issued of $ 3.0 million, the carrying value of the Company’s investments in Neuronasal’s common stock and preferred stock prior to May 17, 2021 of $ 0.8 million, less the fair value of identifiable net assets acquired of $ 8.3 million. The fair value of the IPR&D acquired of $ 8.0 million was reflected as acquired in-research and development expense on the condensed consolidated statements of operations for the nine months ended September 30, 2021 as it had no alternative future use at the time of the acquisition. All acquisitions discussed above were considered as asset acquisitions and no goodwill was recognized upon consolidation. |
Variable Interest Entities and
Variable Interest Entities and a Voting Interest Entity | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities and a Voting Interest Entity | 4. Variable Interest Entities and a Voting Interest Entity Consolidated VIEs At each reporting period, the Company reassesses whether it remains the primary beneficiary for Variable Interest Entities (“VIEs”) consolidated under the VIE model. For the acquisitions further described in Note 3, the Company determined that PsyProtix, Inc., Psyber, Inc., InnarisBio, Inc., and Neuronasal, Inc. are VIEs as each entity does not have sufficient equity at risk to carry out its principal activities without additional subordinated financial support. The entities consolidated by the Company are comprised of wholly and partially owned entities for which the Company is the primary beneficiary under the VIE model as the Company has (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses that could potentially be significant to the VIE, or the right to receive benefits from the VIE that could potentially be significant to the VIE. The results of operations of the consolidated entities are included within the Company’s condensed consolidated financial statements from the date of acquisition to September 30, 2021. As of September 30, 2021 and December 31, 2020, the Company has accounted for the following investments as VIEs, excluding the wholly owned subsidiaries: Consolidated Entities Relationship as of Relationship as of Date Ownership % Ownership % Perception Neuroscience Holdings, Inc. Controlled VIE Controlled VIE November 2018 58.9 % 50.1 % Kures, Inc. Controlled VIE Controlled VIE August 2019 54.1 % 54.1 % EntheogeniX Biosciences, Inc. Controlled VIE Controlled VIE November 2019 80.0 % 80.0 % DemeRx IB, Inc. Controlled VIE Controlled VIE December 2019 59.5 % 59.5 % Recognify Life Sciences, Inc. Controlled VIE Controlled VIE November 2020 51.9 % 51.9 % PsyProtix, Inc. Controlled VIE — February 2021 75.0 % — Psyber, Inc. Controlled VIE — February 2021 75.0 % — InnarisBio, Inc. Controlled VIE — March 2021 82.0 % — Neuronasal, Inc. Controlled VIE Investment May 2021 56.5 % 37.2 % As of September 30, 2021 and December 31, 2020, the assets of the consolidated VIEs can only be used to settle the obligations of the respective VIEs. The liabilities of the consolidated VIEs are obligations of the respective VIEs and their creditors have no recourse to the general credit or assets of ATAI. EntheogeniX Biosciences, Inc. In November 2019, the Company entered into a series of agreements with Cyclica Inc. ("Cyclica") to form EntheogeniX Biosciences, Inc. ("EntheogeniX"), a company dedicated to developing the next generation of innovative mental health drugs employing an AI-enabled computational biophysics platform designed to optimize and accelerate drug discovery. Based on the Company's assessment of the transaction at the time of acquisition, the Company concluded that EntheogeniX was not a business and accounted for the Company's investment as an initial consolidation of a VIE that is not a business under ASC 810. In September 2021, the Company executed an amendment to the Stockholders Agreement and Contribution and Subscription Agreement ("EntheogeniX Amendment") between ATAI, EntheogeniX and Cyclica, in which ATAI agreed to purchase 500,000 shares of Class A common stock for an aggregate purchase price of $ 0.5 million. As a result of anti-dilution protection available to Cyclica, the Company's ownership percentage in EntheogeniX did not change due to the Class A common stock purchase. As of September 30, 2021 and December 31, 2020, the Company owned 80 % of the outstanding common stock of EntheogeniX. The purchase of additional Class A common stock was deemed to be a reconsideration event. The Company determined that EntheogniX is still considered a VIE subsequent to the additional Class A common stock purchase as EntheogeniX does not have sufficient equity at risk to carry out its principal activities without additional subordinated financial support. The following table presents the assets and liabilities (excluding intercompany balances that were eliminated in consolidation) for all VIEs as of September 30, 2021 (in thousands): Perception Kures EntheogeniX DemeRx IB Recognify PsyProtix Psyber InnarisBio Neuronasal Assets: Current assets: Cash $ 24,632 $ 1,414 $ 435 $ 4,371 $ 1,028 $ 36 $ 674 $ 435 $ 339 Unbilled receivable 326 — — — — — — — — Prepaid expenses and other 1,205 2 — 133 9 1 — 99 783 Total current assets 26,163 1,416 435 4,504 1,037 37 674 534 1,122 Property and equipment, net 2 — — — — — — — — Long term notes receivable — — — 1,075 — 103 — — — Total assets $ 26,165 $ 1,416 $ 435 $ 5,579 $ 1,037 $ 140 $ 674 $ 534 $ 1,122 Liabilities: Current liabilities: Accounts payable $ 281 $ 217 $ 53 $ 310 $ 49 $ — $ 4 $ 6 $ 514 Accrued liabilities 904 638 7 112 245 23 18 — 576 Deferred revenue 180 — — — — — — — — Total current liabilities 1,365 855 60 422 294 23 22 6 1,090 Contingent consideration liability 1,830 — — — — — — 117 — Other non-current liabilities — — — — — — — — 336 Total liabilities $ 3,195 $ 855 $ 60 $ 422 $ 294 $ 23 $ 22 $ 123 $ 1,426 The following table presents the assets and liabilities (excluding intercompany balances that were eliminated in consolidation) for all consolidated VIEs as of December 31, 2020 (in thousands): Perception Kures EntheogeniX DemeRx IB Recognify Assets: Current assets: Cash $ 6,527 $ 1,264 $ 652 $ 7,252 $ 1,895 Prepaid expenses and other current assets 768 124 — 193 44 Total current assets 7,295 1,388 652 7,445 1,939 Property and equipment, net 4 — — — — Long term notes receivable — — — 1,060 — Total assets $ 7,299 $ 1,388 $ 652 $ 8,505 $ 1,939 Liabilities: Current liabilities: Accounts payable $ 564 $ 220 $ 35 $ 230 $ 64 Accrued liabilities 297 229 11 92 66 Total current liabilities 861 449 46 322 130 Convertible promissory notes and derivative liability 978 — — — — Contingent consideration liability 1,705 — — — — — — — Total liabilities $ 3,544 $ 449 $ 46 $ 322 $ 130 Noncontrolling Interests The Company recognizes noncontrolling interests related to its consolidated VIEs and provides a rollforward of the noncontrolling interests balance, as follows (in thousands): Perception Recognify Psyber InnarisBio Neuronasal Total Balance as of December 31, 2020 $ — $ 4,546 $ — $ — $ — $ 4,546 Issuance of noncontrolling interests — — 8 877 — 885 Net income (loss) attributable to noncontrolling 1,755 — ( 8 ) ( 877 ) — 870 Net income (loss) attributable to noncontrolling 2,608 ( 122 ) — — — 2,486 Comprehensive loss attributable to noncontrolling ( 184 ) — — — — ( 184 ) Balance as of March 31, 2021 $ 4,179 $ 4,424 $ — $ — $ — $ 8,603 Issuance of noncontrolling interests 3,257 — — — 392 3,649 Net income (loss) attributable to noncontrolling ( 1,755 ) ( 217 ) — — ( 392 ) ( 2,364 ) Net income (loss) attributable to noncontrolling 7 — — — — 7 Comprehensive loss attributable to noncontrolling 150 — — — — 150 Balance as of June 30, 2021 $ 5,838 $ 4,207 $ — $ — $ — $ 10,045 Issuance of noncontrolling interests — — — — — — Net income (loss) attributable to noncontrolling — — — — — — Net income (loss) attributable to noncontrolling ( 287 ) ( 196 ) — — — ( 483 ) Comprehensive loss attributable to noncontrolling 12 — — — — 12 Balance as of September 30, 2021 $ 5,563 $ 4,011 $ — $ — $ — $ 9,574 Perception Kures Total Balance as of December 31, 2019 $ 487 $ 400 $ 887 Issuance of noncontrolling interests — — — Repurchase of noncontrolling interest — — — Net loss attributable to noncontrolling interests - common — — — Net loss attributable to noncontrolling interests - preferred ( 297 ) ( 92 ) ( 389 ) Comprehensive loss attributable to noncontrolling interests 13 — 13 Balance as of March 31, 2020 $ 203 $ 308 $ 511 Issuance of noncontrolling interests — — — Repurchase of noncontrolling interest — — — Net loss attributable to noncontrolling interests - common — — — Net loss attributable to noncontrolling interests - preferred ( 183 ) ( 308 ) ( 491 ) Comprehensive loss attributable to noncontrolling interests ( 20 ) — ( 20 ) Balance as of June 30, 2020 $ — $ — $ — Issuance of noncontrolling interests — — — Repurchase of noncontrolling interest — — — Net loss attributable to noncontrolling interests - common — — — Net loss attributable to noncontrolling interests - preferred 1 — 1 Comprehensive loss attributable to noncontrolling interests ( 1 ) — ( 1 ) Balance as of September 30, 2020 $ — $ — $ — Redeemable Noncontrolling Interests In connection with the consolidation of Kures, the Company recognized the shares of Kures common stock and Series A-1 preferred stock held by the founders of Kures as redeemable noncontrolling interests as they contain embedded put options that are exercisable by the founders following a successful completion of a future event, which is not solely within the control of the Company. In connection with the consolidation of DemeRx IB, the Company recognized common stock held by DemeRx as redeemable noncontrolling interests as they are redeemable upon the occurrence of events that are not solely within the control of the Company. In connection with the consolidation of Neuronasal, the Company recognized the shares of Neuronasal common stock held by the founders of Neuronasal as redeemable noncontrolling interests as they contain embedded put options that are exercisable by the founders following a successful completion of a future event, which is not solely within the control of the Company. The redeemable noncontrolling interests were initially measured at fair value upon issuance and are redeemable at fair value at the holder’s option upon the successful completion or occurrence of future events. As of September 30, 2021 and December 31, 2020, the Company did not adjust the carrying value of the redeemable noncontrolling interests based on their estimated redemption values since it was not probable that the events that would allow the shares to become redeemable would occur. Subsequent adjustments to increase or decrease the carrying values of the redeemable noncontrolling interests to their estimated redemption values will be made if and when it becomes probable that such events will occur. As of September 30, 2021 and December 31, 2020, the balance of redeemable noncontrolling interests in temporary equity on the condensed consolidated balance sheets was zero . The amount of net loss attributable to redeemable non controlling interests of $ 0 million and $ 0 million are included in consolidated net loss on the face of the condensed consolidated statements of ope rations for the three months ended September 30, 2021 and 2020, respectively. The following table provides a rollforward of the redeemable noncontrolling interests balance (in thousands): Neuronasal Total Balance as of December 31, 2020 $ — $ — Issuance of redeemable noncontrolling interests — — Net loss attributable to redeemable noncontrolling interests - — — Balance as of March 31, 2021 $ — $ — Issuance of redeemable noncontrolling interests 2,555 2,555 Net loss attributable to redeemable noncontrolling interests - ( 2,555 ) ( 2,555 ) Balance as of June 30, 2021 $ — $ — Issuance of redeemable noncontrolling interests — — Net loss attributable to redeemable noncontrolling interests - — — Balance as of September 30, 2021 $ — $ — Kures Total Balance as of December 31, 2019 $ 142 $ 142 Net loss attributable to redeemable noncontrolling interests - ( 33 ) ( 33 ) Balance as of March 31, 2020 $ 109 $ 109 Net loss attributable to redeemable noncontrolling interests - ( 109 ) ( 109 ) Balance as of June 30, 2020 $ — $ — Net loss attributable to redeemable noncontrolling interests - — — Balance as of September 30, 2020 $ — $ — Non-consolidated VIEs and a VOE The Company evaluated the nature of its investments in Innoplexus AG (“Innoplexus”), DemeRx NB, Inc. (“DemeRx NB”) and IntelGenx and determined that the investments are VIEs as of the date of the Company’s initial investment through September 30, 2021. The Company is not the primary beneficiary as it did not have the power to direct the activities that most significantly impact the investments’ economic performance and therefore concluded that it did not have a controlling financial interest that would require consolidation as of September 30, 2021 and December 31, 2020. The Company will reevaluate if the investments meet the definition of a VIE upon the occurrence of specific reconsideration events. The Company accounted for these investments under either the equity method or the measurement alternative included within ASC 321 (See Note 5). As of September 30, 2021, the Company’s maximum exposure for its non-consolidated VIE s was $ 21.1 million relatin g to the carrying values in other investments and other investments held at fa ir value and $ 3.8 million relat ing to the carrying value in long term notes receivable – related party. As of December 31, 2020, the Company’s maximum exposure for its non- consolidated VIEs was $ 8.0 million relating to the carrying values in its other investments and $ 0.2 million relating to the carrying value in short term notes receivable—related party. The Company evaluated the nature of its investment in GABA Therapeutics, Inc. (“GABA”) and determined that GABA was a VIE through May 21, 2021 when the Company exercised its option to purchase additional shares of Series A Preferred stock for an aggregate purchase price of $ 5.0 million (see Note 5). Prior to the option exercise, the Company was not the primary beneficiary as it did not have the power to direct the activities that most significantly impact the investment’s economic performance and therefore concluded that it did not have a controlling financial interest that would require consolidation through May 21, 2021. The completion of the Series A Preferred stock purchase in May 2021 was deemed to be a reconsideration event at which point GABA was no longer deemed a VIE as GABA now had sufficient equity at risk to finance its activities through the initial development period without additional subordinated financial support. Entities that do not qualify as a VIE are assessed for consolidation under the voting interest model (“VOE model”). Under the VOE model, the Company consolidates the entity if it determines that it, directly or indirectly, has greater than 50 % of the voting shares and that other equity holders do not have substantive voting, participating or liquidation rights. While the Company holds greater than 50 % of the outstanding equity interest of GABA, the Company does not have the power to control the entity. Concurrent with the exercise of the option, the Company executed a side letter with the other equity holders of GABA agreeing to forego the rights to additional seats on the Board of Directors, resulting in the Company lacking the ability to control the investee. The Company concluded that it does not have a controlling financial interest that would require consolidation under the VOE model and accounted for the investments in GABA preferred stock under the measurement alternative per ASC 323 (See Note 5). As disclosed in Note 5, as of September 30, 2021, the Company is obligated to purchase additional shares of Series A preferred stock of GABA for up to $ 1.5 million upon the achievement of certain specified contingent clinical development milestones. This amount has not been included in the Company’s determination of the maximum exposure of loss presented for its non-consolidated VIEs. The Company had an investment in COMPASS Pathways plc (formerly known as Compass Pathfinder Holding Limited) (“COMPASS”) which was determined to be an investment in a VIE as of December 31, 2019 and through the date prior to its initial public offering in September 2020 (“COMPASS IPO”); however, the Company was not the primary beneficiary as it did not have the power to direct the activities that most significantly impact the investment’s economic performance and therefore concluded that it did not have a controlling financial interest that would require consolidation during the period between December 31, 2019 and through September 2020. The completion of the COMPASS IPO in September 2020 was deemed to be a reconsideration event. Upon the completion of the COMPASS IPO, the Company’s investment in COMPASS was no longer deemed an investment in a VIE as COMPASS now had sufficient equity at risk to finance its activities without additional subordinated financial support. Entities that do not qualify as a VIE are assessed for consolidation under the voting interest model (“VOE model”). Under the VOE model, the Company consolidates the entity if it determines that it, directly or indirectly, has greater than 50 % of the voting shares and that other equity holders do not have substantive voting, participating or liquidation rights. From the date of the COMPASS IPO through December 31, 2020, the Company’s voting interest was 26.3 % which included the voting rights provided under the voting agreements as further described in Note 5 below. In April 2021, the voting agreements were terminated. On May 4, 2021, the Company purchased additional equity investments in COMPASS common stock. From the date of the additional investment through September 30, 2021, the Company’s voting interest was 19.4 %. The Company concluded that it did not have a controlling financial interest that would require consolidation under the VOE model and accounted for the investments in COMPASS common stock under the equity method (See Note 5). |
Equity Method Investments and O
Equity Method Investments and Other Investments | 9 Months Ended |
Sep. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Equity Method Investments and Other Investments | 5. Equity Method Investments and Other Investments Equity Method Investments As of September 30, 2021 and December 31, 2020, the Company accounted for the following investments in the investee’s common stock under the equity method (amounts in thousands): As of September 30, 2021 As of December 31, 2020 Date First Common Stock Carrying Common Stock Carrying Investee Acquired Ownership % Value Ownership % Value Innoplexus A.G. August 2018 35.0 % $ — 35.0 % $ — COMPASS Pathways plc (2) December 2018 19.4 % 15,086 22.1 % — GABA Therapeutics, Inc November 2020 7.5 % (1) — 7.5 % (1) — Neuronasal, Inc October 2020 n/a (3) — 9.8 % (1) — Total $ 15,086 $ — (1) The Company is deemed to have significant influence over this entity through its total ownership interest in the entity’s equity, including the Company’s investment in the respective entity’s preferred stock, described below in Other Investments. (2) Prior to the consummation of the COMPASS IPO in September 2020, COMPASS undertook a corporate reorganization. As part of the corporate reorganization, COMPASS became a wholly owned subsidiary of COMPASS Rx Limited. COMPASS Rx Limited was re-registered as a public limited company and renamed COMPASS Pathways plc. (3) Neuronasal common stock was accounted for under the equity method until the entity was consolidated on May 17, 2021 (See Note 3). Other Investments The Company has accounted for its other investments that do not have a readily determinable fair value under the measurement alternative. As of September 30, 2021 and December 31, 2020, the carrying values of other investments, which consisted of investments in the investee’s preferred stock and common stock not in the scope of ASC 323 were as follows (in thousands): September 30, December 31, 2021 2020 GABA Therapeutics, Inc. $ 12,863 $ 5,519 DemeRx NB, Inc. 1,043 1,096 Juvenescence Limited 350 368 Neuronasal, Inc. — 1,061 Total $ 14,256 $ 8,044 The Company’s investments in the preferred stock of COMPASS though the date of its IPO in September 2020, Neuronasal (through May 2021), Innoplexus, GABA, and DemeRx NB are not considered as in-substance common stock due to the existence of substantial liquidation preferences and therefore did not have subordination characteristics that were substantially similar to the common stock. Although the Company’s investment in Juvenescence Limited (Juvenescence) is in common stock, it is not able to exercise significant influence over the operating and financial decisions of Juvenescence. The Company concluded that its ownership interests in above Other Investments do not have a readily determinable fair value and are accounted for under the measurement alternative. Under the measurement alternative, the Company measured its other investments at cost, less any impairment, plus or minus, if any, observable price changes in orderly transactions for an identical or similar investment of the same issuer. During the three and nine months ended September 30, 2021 and 2020 there were no observable changes in price recorded related to the Company’s Other Investments. During the three and nine months ended September 30, 2021 and 2020, the Company evaluated all of its other investments to determine if certain events or changes in circumstance during these time periods in 2021 and 2020 had a significant adverse effect on the fair value of any of its investments in non-consolidated entities. Based on this analysis, the Company did not note any impairment indicators associated with the Company’s Other Investments. Innoplexus AG Innoplexus AG is a technology company that provides “Data as a Service” and “Continuous Analytics as a Service” solutions that aims to help healthcare organizations leverage their technologies and expedite the drug development process across all stages—preclinical, clinical, regulatory and commercial. The Company first acquired investments in Innoplexus in August 2018. As of December 31, 2020, the Company owned 35.0 % of the common stock issued by Innoplexus. The Company has significant influence over Innoplexus through its noncontrolling representation on the investee’s supervisory board. Accordingly, the Company’s investment in Innoplexus’ common stock was accounted for in accordance with the equity method. The Company’s investment in Innoplexus’ preferred stock did not meet the criteria for in-substance common stock. As such, the investment in Innoplexus’ preferred stock was accounted for under the measurement alternative as discussed below. In February 2 021, the Company entered into a Share Purchase and Assignment Agreement (the “Innoplexus SPA”) to sell its shares of common and preferred stock held in Innoplexus to a current investor of Innoplexus (the “Purchaser”) in exchange for an initial purchase price of approximately $ 2.4 million. In addition, the Company is entitled to receive contingent payments based on the occurrence of subsequent equity transactions or liquidity events at Innoplexus as determined under the Innoplexus SPA. Pursuant to the Innoplexus SPA, the Purchaser is required to hold a minimum number of shares equivalent to the number of shares purchased from the Company through December 31, 2026 . In the event that the Purchaser is in breach of this requirement, the purchaser is required to pay the Company an additional purchase price of approximately $ 9.6 million. The transaction was accounted for as a secured financing as it did not qualify for sale accounting under ASC Topic 860, Transfers and Servicing (ASC 860), due to the provision under the Innoplexus SPA which constrained the Purchaser from its right to pledge or exchange the underlying shares and provided more than a trivial benefit to the Company. The initial proceeds from the transaction were reflected as a secured borrowing liability of $ 2.4 million as of September 30, 2021, which is included in Other liabilities in the Company’s condensed consolidated balance sheet. The Company will continue to account for its investment in Innoplexus’ common stock under the equity method of accounting and its investment in Innoplexus’ preferred shares under the measurement alternative. In addition, the Innoplexus SPA also provides the rights for the Company to receive additional consideration with a maximum payment outcome of $ 22.3 million should the equity value of Innoplexus exceed certain thresholds upon the occurrence of certain events. The Company concluded that this feature met the definition of a derivative which required bifurcation. As the probability of the occurrence of certain events defined in the Innoplexus SPA was less than remote, the Company concluded that the fair value of the embedded derivative ascribed to this feature was de minimis as of September 30, 2021. The carrying value of the Company’s investment in Innoplexus was zero as of September 30, 2021 and December 31, 2020. COMPASS Pathways plc COMPASS Pathways plc is a mental health care company dedicated to pioneering the development of a new model of psilocybin therapy with its product COMP360. The Company first acquired investments in COMPASS in December 2018. Common Stock Investment During the first quarter of 2020, the Company’s investment in COMPASS common stock, which was accounted for under the equity method, was reduced to zero after the Company recognized its proportionate share of COMPASS’ net loss from investments in equity method investees. Immediately prior to the completion of the COMPASS IPO, the different classes of issued share capital of COMPASS Pathways plc were reorganized into a single class of ordinary shares through a reverse share split. Accordingly, all of the Company’s outstanding shares of COMPASS, including 7,052,003 shares of COMPASS preferred stock were converted into 7,935,663 new ordinary shares of COMPASS Pathways plc. Upon the COMPASS Preferred Stock Conversion, the Company accounted for the transaction under the equity method and recorded the carrying value of the Company’s investment in COMPASS’ ordinary shares of $ 53.1 million in equity method investments in the condensed consolidated balance sheets. Concurrently, with the consummation of the COMPASS IPO, all of the Company's investment in COMPASS ordinary shares were converted into American Depository Shares ("ADS"). Accordingly, immediately after the COMPASS IPO, the Company holds 7,935,663 ADS in COMPASS Pathways plc. The COMPASS ADS have identical rights including voting rights as the ordinary shares issued and outstanding. The carrying value of the investment in COMPASS ordinary shares was reduced to zero at the time of the COMPASS Preferred Stock Conversion due to IPR&D charge with no alternative future use. Since the Company has no obligation to provide financing support to COMPASS, the Company is not required to record further losses exceeding the carrying value of the investment. As of December 31, 2020, the Company owned 22.1 % of COMPASS ADS. Based on quoted market prices, the market value of the Company’s ownership in COMPASS was $ 378.1 million as of December 31, 2020. On May 4, 2021, COMPASS completed an additional round of equity financing through the offering of 4,000,000 ADS. The Company participated in this financing round but did not purchase enough shares to maintain its ownership percentage. The Company acquired 140,000 ADS at an aggre gate price of $ 5.0 million which resulted in a decrease in the Company’s equity ownership percentage in COMPASS and a gain on dilution of $ 16.9 million. The additional shares purchased was not made to fund prior period losses. As of September 30, 2021, the Company owned 19.4 % of the COMPASS ADS. Based on quoted market prices, the market value of the Company’s ownership in COMPASS was $ 241.2 million as of Septe mber 30, 2021. From the original acquisition of COMPASS common shares in December 2018 through the COMPASS IPO, the Company is deemed to have significant influence over COMPASS through its ownership interest in COMPASS’ equity, including the Company’s investment in COMPASS preferred stock, described below in Other Investments, and the Company’s noncontrolling representation on the COMPASS’ board of directors. Accordingly, the Company’s investment in COMPASS’ common stock was accounted for in accordance with the equity method. The Company’s investment in COMPASS’ preferred stock did not meet the criteria for in-substance common stock. As such, the investment in COMPASS’ preferred stock was accounted for under the measurement alternative as discussed below. Upon the completion of the COMPASS IPO and through September 30, 2021, the Company is deemed to continue to have significant influence over COMPASS primarily through its ownership interest in COMPASS’ equity and representation on COMPASS board of directors. Accordingly, the Company’s investment in COMPASS’ common stock was accounted for in accordance with the equity method through September 30, 2021. In December 2020, the Company entered into two voting agreements with COMPASS registered shareholders. The voting agreements provided the Company the voting rights attached to the COMPASS ordinary shares held by such COMPASS shareholders. As of December 31, 2020, the Company held 26.3 % voting interest in COMPASS, which included the voting rights provided under the voting agreements. The voting agreements did not provide the Company control over COMPASS nor additional board seats and therefore had no impact on the Company’s investment in COMPASS under the equity method. In April 2021, both voting agreements were terminated. During the three months ended September 30, 2021 and 2020, the Company recognized its proportionate share of COMPASS’ net loss of $ 3.1 million and $ 8.8 million, respectively, as losses from investments in equity method investees, net of tax on the condensed consolidated statements of operations. During the nine mo nths ended September 30, 2021 and 2020, the Company recognized its proportionate share of COMPASS’ net loss of $ 5.2 million and $ 20.6 million, respectively, as losses from investments in equity method investees, net of tax on the condensed consolidated statements of operations. D uring the three and nine months ended September 30, 2020, the Company’s proportionate share of COMPASS’ net loss was more than the Company’s proportionate share using the common stock ownership percentage described above because the aggregate net losses attributable to the Company’s investment in COMPASS common stock reduced the carrying amount to zero in the first quarter of 2020. Accordingly, during the three and nine months ended September 30, 2020, the remaining COMPASS’ net losses attributable to the Company prior to the COMPASS IPO was determined based on the Company’s ownership percentage of each class of preferred stock in COMPASS and recorded to the Company’s investments in COMPASS preferred stock discussed below. Preferred Stock Investment The Company’s preferred stock ownership in COMPASS is included in Other Investments and obtained through a series of related party transactions since 2018. In connection with COMPASS’ secondary Series A preferred stock offering in March 2020, the Company’s investment in COMPASS’ Series A preferred shares were remeasured to fair value due to the observable price change, resulting an aggregate gain o f $ 19.9 million in unrealized gains on other investments in the condensed consolidated statements of operations during the nine months ended September 30, 2020. In March 2020, the Company purchased additional shares of COMPASS Series A preferred stock for £ 16.1 million or approximately $ 17.8 million under the secondary Series A preferred stock purchase. In April 2020, COMPASS entered into the Series B preferred stock subscription agreement with other investors for issuance of its Series B preferred stock, which resulted in an automatic conversion of the Company’s COMPASS convertible notes receivable, totaling £ 6.2 million or $ 7.6 million on the date of conversion, into shares of COMPASS Series B preferred stock at a conversion price per share representing a 15 % discount to the price per share paid by the investors in the COMPASS Series B preferred stock issuance (the “COMPASS Notes Conversion”) (See Note 6). In addition, in April 2020, the Company purchased additional shares of COMPASS Series B preferred stock for $ 5.3 million and the purchase was completed in August 2020. In September 2020, in connection with the COMPASS IPO, all of the Company’s outstanding shares of 7,052,003 COMPASS preferred stock were converted into new ordinary shares of COMPASS Pathways plc as discussed above (the “COMPASS Preferred Stock Conversion”). Upon the COMPASS Preferred Stock Conversion, the Company accounted for the transaction under the equity method and recorded the carrying value of the Company’s investment in COMPASS’ preferred shares of $ 53.1 million in equity method investments in the condensed consolidated balance sheets. As of December 31, 2020, the COMPASS Other Investment balance was zero as the Company had no outstanding shares of preferred stock in COMPASS. GABA Therapeutics, Inc. GABA is a California based biotechnology company focused on developing GRX-917 for anxiety, depression and a broad range of neurological disorders. The Company is deemed to have significant influence over GABA through its total ownership interest in GABA’s equity, including the Company’s investment in GABA’s preferred stock, and the Company’s noncontrolling representation on GABA’s board of directors. Common Stock Investment The Company’s investment in GABA’s common stock was accounted for in accordance with the equity method. The Company’s investment in GABA’s preferred stock did not meet the criteria for in-substance common stock. As such, the investment in GABA’s preferred stock is accounted for under the measurement alternative as discussed below. The carrying value of the investment in GABA common stock was reduced to zero as of December 31, 2020 due to IPR&D charges with no alternative future use and remained zero as of September 30, 2021. Accordingly, GABA’s net losses attributable to the Company were determined based on the Company’s ownership percentage of preferred stock in GABA and recorded to the Company’s investments in GABA preferred stock discussed below. During the three and nine months ended September 30, 2021, the Company recognized its proportionate share of GABA’s net loss of $ 1.7 million and $ 2.8 million , respectively as losses from investments in equity method investees, net of tax on the condensed consolidated statements of operations. Preferred Stock Investment In August 2019, GABA and the Company entered into the Preferred Stock Purchase Agreement (the “GABA PSPA”), whereby GABA issued shares of its Series A preferred stock to the Company at a price of approximately $ 5.5 million. At closing, the Company had an overall ownership interest of over 20 % in GABA and a noncontrolling representation on the board. On May 15, 2021, GABA and the Company entered into an Amendment to Preferred Stock Purchase Agreement (the Amended GABA PSPA”) under which the GABA PSPA was amended. Pursuant to the Amended PSPA, GABA issued additional shares of its Series A preferred stock to the Company at a price of approximately $ 0.6 million. As of September 30, 2021 and December 31, 2020, the investment in GABA’s preferred stock was recorded in Other Investments on the condensed consolidated balance sheets under the measurement alternative under ASC 321. Pursuant to the GABA PSPA, the Company is obligated to purchase additional shares of Series A preferred stock for up to $ 10.0 million with the same price per share as its initial investment, upon the achievement of specified contingent clinical development milestones. On April 13, 2021, pursuant to the GABA PSPA, the Company purchased additional shares of Series A preferred stock of GABA, for an aggregate cost of $ 5.0 million based on the achievement of certain development milestones. On May 21, 2021, the Company exercised its option to purchase additional shares of Series A preferred stock prior to the achievement of certain development milestone for an aggregate cost of $ 5.0 million. As of September 30, 2021, the Company completed the purchase of the additional shares of Series A preferred stock for $ 10.0 million pursuant to the GABA PSPA. Pursuant to the Amended GABA PSPA, the Company is obligated to purchase additional shares of Series A preferred stock from GABA for up to $ 1.5 million with the same price per share as its initial investment upon the achievement of specified contingent clinical development milestones. The obligation to purchase additional shares of Series A preferred stock from GABA was $ 1.5 million as of September 30, 2021. In accordance with the amended GABA PSPA, the Company also has the option but not the obligation to purchase the aforementioned additional shares of Series A preferred stock at any time prior to the achievement of any milestone at the same price per share as its initial investment. In August 2019, pursuant to the Right of First Refusal and Co-Sale Agreement, the Company has the option but not the obligation to purchase additional shares of common stock for up to $ 2.0 million from the existing common shareholders. In November 2020 the Company exercised its option to purchase additional shares of common stock of GABA at a price of approximately $ 1.8 million pursuant to an Omnibus Amendment Agreement under which the Right of First Refusal and Co-Sale Agreement was amended. The Company has evaluated the contingent obligation (forward) and option and concluded that they both: (i) represent freestanding financial instruments as they are legally detachable and separately exercisable from the underlying shares; and (ii) are equity securities under ASC 321. The Company accounted for the contingent obligation based on the measurement alternative under ASC 321 which is included in Other Investments as of September 30, 2021 and December 31, 2020. Neuronasal, Inc. Neuronasal is developing a novel intranasal formulation of N-acetylcysteine (“NAC”) for acute mild traumatic brain injury. Common Stock Investment In October 2020, upon the achievement of certain development milestones, the Company made a cash contribution of $ 0.3 million in exchange for 9.8 % of the outstanding common stock of Neuronasal. On March 10, 2021, upon the achievement of certain development milestones, the Company made another cash contribution of $ 0.5 million in exchange for 10.8 % of the outstanding common stock of Neuronasal. The Company recorded its investment in Neuronasal common stock at the carrying cost basis of $ 0.5 million. At the date of the investment, a basis difference was identified as the cost basis of the Company’s investment in Neuronasal exceeded the Company’s proportionate share of the underlying net assets in Neuronasal. The Company concluded that the basis differences were primarily attributable to Neuronasal’s IPR&D associated with Neuronasal’s novel intranasal formulation of NAC. As the Company’s investments in Neuronasal did not meet the definition of a business due to substantially all of the estimated fair value of the gross assets being concentrated in NAC, the basis differences were attributable to the IPR&D with no alternative future use, and were immediately expensed on the dates of investments. The Company’s proportionate share of the basis difference exceeded its carrying value of the equity method investment in Neuronasal and as a result, the March 2021 equity investment balance of $ 0.5 million was reduced to zero . For the nine months ended September 30, 2021, the Company recognized losses from investments in equity method investees, net of tax of $ 0.5 million in a ssociation with the basis difference charge in the Company’s condensed consolidated statements of operations. The Company was deemed to have significant influence over Neuronasal through its total ownership interest in Neuronasal’s equity through the acquisition date of May 17, 2021 (see Note 3), including the Company’s investment in Neuronasal’s preferred stock, and the Company’s noncontrolling representation on Neuronasal’s board of directors. Accordingly, the Company’s investment in Neuronasal’s common stock was accounted for in accordance with the equity method. The Company’s investment in Neuronasal’s preferred stock did not meet the criteria for in-substance common stock. As such, the investment in Neuronasal’s preferred stock was accounted for under the measurement alternative as discussed below. The carrying value of the investment in Neuronasal common stock was reduced to zero as of December 31, 2020 due to IPR&D charges with no alternative future use. Accordingly, Neuronasal’s net losses attributable to the Company was determined based on the Company’s ownership percentage of preferred stock in Neuronasal and recorded to the Company’s investments in Neuronasal preferred stock discus sed below. In May 2021, immediately prior to the acquisition, the Company recognized its proportionate share of Neuronasal’s year to date net loss of $ 1.0 million, as losses from investments in equity method investees, net of tax on the condensed consolidated statements of operations. Preferred Stock Investment In December 2019, Neuronasal and the Company entered into the Neuronasal PSPA and the Neuronasal Secondary Sale Agreement, whereby Neuronasal issued shares of its Series A preferred stock to the Company at a price of approximately $ 0.5 million. At closing, the Company has a less than 20 % of ownership interest in Neuronasal and a noncontrolling representation on the board. In October 2020, pursuant to the Neuronasal PSPA, the Company purchased additional Series A preferred shares at a price of approximately $ 0.8 million. The investment in Neuronasal preferred shares was recorded in Other Investments on the condensed consolidated balance sheets under the measurement alternative under ASC 321 as of September 30, 2021 and December 31, 2020. In October 2020, pursuant to the Neuronasal PSPA, the Company purchased additional Series A preferred shares at a price of approximately $ 0.8 million upon the achievement of a specified contingent clinical development milestone. On March 10, 2021, pursuant to the Neuronasal PSPA, the Company purchased additional Series A preferred shares for approximately $ 0.8 million based on the achievement of certain development milestones. Also, pursuant to the Neuronasal Secondary Sale Agreement, the Company purchased additional common shares for approximately $ 0.3 million. The obligation to purchase additional shares of Series A preferred stock from Neuronasal, and shares of common stock from the existing common shareholders was $ 1.5 million as of September 30, 2021. On May 17, 2021, pursuant to the Neuronasal PSPA and the Neuronasal Secondary Sale Agreement, the Company, at its sole option, purchased additional shares of Series A preferred stock of Neuronasal for an aggregate cost of $ 1.0 million. Upon the closing of the purchase on May 17, 2021, the Company obtained a controlling financial interest in Neuronasal. The Company derecognized its other investments in Neuronasal and began to consolidate the operations of Neuronasal into its financial statements. Please see Note 3, “Acquisitions” for further discussion. DemeRx NB In December 2019, the Company jointly formed DemeRx NB with DemeRx. DemeRx and DemeRx NB entered into a Contribution Agreement whereby DemeRx assigned all of its rights, title, and interests in and to all of its assets relating to DMX-1002, Noribogaine, in exchange for shares of common stock of DemeRx NB. DemeRx NB will use the contributed intellectual property to develop Noribogaine. Noribogaine is an active metabolite of ibogaine designed to have a longer plasma half-life and potentially reduced hallucinogenic effects compared to ibogaine. In connection with the Contribution Agreement, the parties entered into a Series A Preferred Stock Purchase Agreement (the “DemeRx NB PSPA”) pursuant to which the Company purchased shares of Series A preferred stock of DemeRx NB at a purchase price of $ 1.0 million. At closing, the Company has less than 20 % of ownership interest in DemeRx NB and a noncontrolling representation on the board. The investment in DemeRx NB was recorded in Other Investments on the condensed consolidated balance sheets under the measurement alternative under ASC 321. In accordance with the DemeRx NB PSPA, the Company also has the option but not the obligation to purchase additional shares of Series A preferred stock at a purchase price of up to $ 19.0 million with the same price per share as its initial investment. As of September 30, 2021, the Company has not exercised its option to purchase any shares of Series A preferred stock of DemeRx NB. The Company has evaluated the option and concluded that it: (i) represents a freestanding financial instrument as it is legally detachable and separately exercisable from the underlying shares; and (ii) is an equity security under ASC 321. The Company accounted for the option based on the measurement alternative under ASC 321, which is included in Other Investments as of September 30, 2021 and December 31, 2020. Other Investments Held at Fair Value IntelGenx Technologies Corp. IntelGenx is a novel drug delivery company focused on the development and manufacturing of novel oral thin film products for the pharmaceutical market. In March 2021, IntelGenx and the Company entered into the Strategic Development Agreement and Purchaser Rights Agreement (“PPA”). On May 14, 2021, IntelGenx and the Company executed a Securities Purchase Agreement (the “IntelGenx SPA”) after obtaining IntelGenx shareholder approval, whereby IntelGenx issued shares of its common stock and warrants to the Company at a price of approximately $ 12.3 million. Each warrant (“the Initial Warrants”) entitles the Company to purchase one share at a price of $ 0.35 for a period of three years from the closing of the initial investment. Pursuant to the IntelGenx SPA, the Company has the right to purchase (in cash, or in certain circumstances, the Company’s equity) additional units for a period of three years from the closing of the initial investment (the “Additional Unit Warrants”). Each Additional Unit Warrant will be comprised of (i) one share of common stock and (ii) one half of one warrant (the “Additional Warrants”). The price for the Additional Unit Warrants will be (i) until the date which is 12 months following the closing and the purchase does not result in the Company owning more than 74,600,000 common shares of IntelGenx, $ 0.331 (subject to certain exceptions), and (ii) until the date which is 12 months following the closing and the purchase results in the Company owning more than 74,600,000 common shares of IntelGenx or following the date which is 12 months following the closing regardless of the number of shares held by the Company, the lower of (A) a 20 % premium to the volume weighted average price of the common share for the thirty trading days immediately preceding the news release of the additional closing, and (B) $ 0.50 if purchased in the second year following closing or $ 0.75 if purchased in third year following closing. Each Additional Warrant will entitle the Company, for a period of three years from the date of issuance, to purchase one share at the lesser of either (i) a 20 % premium to the price of the corresponding additional share, or (ii) the price per share under which shares of IntelGenx are issued under convertible instruments that were outstanding on February 16, 2021, provided that the Company may not exercise Additional Warrants to purchase more than the lesser of (x) 44,000,000 common shares of IntelGenx, and (y) the number of common shares issued by IntelGenx under outstanding convertibles held by other investors as of February 16, 2021. Following the initial closing, the Company held a 25 % voting interest in IntelGenx. Pursuant to the PPA, the Company is entitled to designate a number of directors to the IntelGenx’s board of directors in the same proportion as the shares of common stock held by the Company to the outstanding of IntelGenx common shares. Pursuant to the Strategic Development Agreement, the Company engages IntelGenx to conduct research and development projects (“Development Project”) using IntelGenx’s proprietary oral thin film technology. Under the terms of the Strategic Development Agreement, the Company can select four (4) program products. As of the effective date of the Strategic Development Agreement, the Company nominated two (2) program products - DMT and Salvinorin A. 20 % of any funds that IntelGenx received or will receive through the Company’s equity investment under the IntelGenx SPA will be available to be credited towards research and development services that IntelGenx conducts for the Company under the Development Proj ects. No material research and development services have been performed as of September 30, 2021. The Company has significant influence over IntelGenx through ownership interest in IntelGenx’s equity and the Company’s noncontrolling representation on IntelGenx’s board of directors. The Company qualified for and elected to account for its investment in the IntelGenx common stock under the fair value option. The Company believes that the fair value option better reflects the underlying economics of the IntelGenx common stock investment. The Initial Warrants and Additional Units Warrant, (collectively the “Warrants”) are accounted for at fair value under ASC 321 and recorded in Other investments held at fair value on the consolidated balance sheets. The Company determined that the initial aggregate fair value is equal to the transaction price and recorded the common shares at $ 3.0 million, the Initial Warrants at $ 1.2 million and the Additional Unit Warrants at $ 8.2 million on a relative fair value basis resulting in no initial gain or loss recognized in the consolidated statements of operations. The Company recognizes subsequent changes in fair value of the common shares and the Warrants as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. During the three and nine months ended September 30, 2021, the Company recognized the change in fair value of the investment in IntelGenx’s common stock and Warrants of $ 70 thousand and $ 5.5 million, respectively, as a loss in the condensed consolidated statements of operations. Summarized Financial Information The following is a summary of financial data for |
Notes Receivable
Notes Receivable | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Notes Receivable | 6. Notes Receivable Long Term Notes Receivable – related party Loan to IntelGenx Corp. On March 8, 2021, the Company and IntelGenx entered into a loan agreement under which the Company provided the aggregate principal amount of $ 2.0 million (the “March Term Loan”). Pursuant to the loan agreement, IntelGenx may, by written notice, request an advance up to an additional $ 0.5 million as an additional term loan if no event of default has occurred as defined in the loan agreement. On May 11, 2021, the Company paid an additional advance of $ 0.5 million as an additional term loan (the “May Term Loan”, and together with the March Term Loan the “Term Loans”). The Term Loans were originally due to mature 120 days following the special shareholder meeting of IntelGenx Tech Corp. to approve additional investment in IntelGenx Tech Corp. by the Company. On May 14, 2021, the Company amended the Term Loans under which the Maturity Date will be the first business day following the first closing of a subscription for additional units if the proceeds from such subscription amount to at least $ 3.0 million. The loan bears an annualized interest rate of 8 % and such interest is accrued daily. The principal amount of the Term Loans plus any accrued interest shall become due and payable on the Maturity Date. On September 14, 2021, the Company entered into an amended and restated loan agreement, which amended the Term Loans, and among other things, increased the principal amount of loans available to IntelGenx by $6.0 million, up to a total of $ 8.5 million. The additional loan amount of $ 6.0 million will be funded via two separate tranches of $ 3.0 million each in the beginning of 2022 and 2023 respectively, subject to certain conditions. In addition, the amendment further extended the Maturity Date to January 5, 2024 . Pursuant to the terms of the Term Loans, upon the occurrence of an event of default, the Company may accelerate the Term Loans and declare the principal and any accrued and unpaid interests of the Term Loans to be immediately due and payable. In addition, IntelGenx may prepay the Term Loans in whole or in part at any time without premium or penalty. Any prepayment of the principal shall be accompanied by a payment of interest accrued to date thereon. The Company concluded that these embedded features do not meet the criteria to be bifurcated and separately accounted for as derivatives. The Company recorded the Term Loans at cost which included the principal balance of the note and accrued interest, net of any payments received, in Long term notes receivables – related parties on its condensed consolidated balance sheets. As of September 30, 2021, the Term Loans have an outstanding balance of $ 2.5 million. During the three and nine months ended September 30, 2021, the recognized interest income associated with the Term Loans was immaterial. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 7. Fair Value Measurement The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation (in thousands): Fair Value Measurements as of September 30, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 371,187 $ — $ — $ 371,187 Other investment held at fair value — 2,618 4,198 6,816 $ 371,187 $ 2,618 $ 4,198 $ 378,003 Liabilities: Contingent consideration liability - related parties $ — $ — $ 1,997 $ 1,997 Warrant Liability — — 336 336 $ — $ — $ 2,333 $ 2,333 Fair Value Measurements as of December 31, 2020 Using: Level 1 Level 2 Level 3 Total Assets: $ — Liabilities: Contingent consideration liability - related parties $ — $ — $ 1,705 $ 1,705 Derivative liability — — 214 214 $ — $ — $ 1,919 $ 1,919 During the three and nine months ended September 30, 2021 and 2020, there were no transfers between Level 1, Level 2 or Level 3. Valuation of COMPASS Note Receivable-Related Party The fair value of the COMPASS Notes at issuance and subsequent financial reporting dates was estimated based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. The Company estimated the fair value of the COMPASS Notes during the first quarter of 2020 and immediately prior to the conversion of the notes in April 2020 using the fair value of the Series B preferred stock of COMPASS. The fair value of the Notes was estimated to be $ 9.0 million immediately prior to the conversion of the notes. Once the notes were converted, the acquired shares were recorded at a price per share equal to the fair value of the Series B shares of £ 1,350 or $ 1,654 . The change in fair value in the COMPASS Notes from December 31, 2019 to its conversion to Series B preferred stock in April 2020, were $ 0.7 million and included in change in fair value of short term notes receivable—related party in the condensed consolidated statements of operations. Contingent Consideration Liability—Related Parties—Perception and Innaris Bio The contingent consideration liability—related parties in the table above relates to milestone and royalty payments in connection with the acquisition of Perception and InnarisBio. The fair value of the contingent consideration liability—related parties was determined based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. The fair value of the contingent milestone and royalty liabilities was estimated based on the discounted cash flow valuation technique. The technique considered the following unobservable inputs: the probability and timing of achieving the specified milestones and royalties as of each valuation date, the probability of executing the license agreement, the expected first year of revenue, and market-based discount rates The fair value of the contingent milestone and royalty liabilities for InnarisBio was estimated to be $ 0.1 million as of September 30, 2021. The fair value of the Perception contingent milestone and royalty liabilities could change in future periods depending on prospects for the outcome of R-Ketamine milestone meetings with the FDA or other regulatory authorities, and whether the Company realizes a significant increase or decrease in sales upon commercialization. The most significant assumptions in the discounted cash flow valuation technique that impacts the fair value of the milestone contingent consideration are the projected milestone timing and the probability of the milestone being met. Further, significant assumptions in the discounted cash flow that impacts the fair value of the royalty contingent consideration are the projected revenue over ten years, the timing of royalties on commercial revenue, and the probability of success rate for a commercial R-Ketamine product. As of the fourth quarter of 2020, Perception negotiated a license transaction with a third-party pharmaceutical company that closed in March 2021. The Company used a scenario-based model (“SBM”) to consider the Company’s estimate of 80 percent probability that the transaction would happen and the 20 percent probability that it would fail to close. The valuation used inputs that were unobservable inputs with the most significant being the discount rates for royalties on projected clinical milestones and commercial revenue, probability of the transaction closing, and probability of success estimates over the following ten years. As of September 30, 2021, the license transaction had closed and the scenario-based method was no longer used (See Note 16). The valuation used inputs that were unobservable with the most significant being the discount rates for royalties on projected clinical milestones and commercial revenue and the probability of success estimates over the following ten years. The fair value of the contingent milestone and royalty liabilities for Perception was estimate d to be $ 1.9 million and $ 1.7 million as of September 30, 2021 and December 31, 2020, respectively. The fair value of the contingent milestone and royalty liabilities could change in future periods depending on the prospects for the first patient dosing and the outcome of obtaining approval from FDA or regulatory authorities for potential drug product using the solgel-based direct-to-brain intranasal drug delivery technology, and whether the Company realizes a significant increase or decrease in sales upon commercialization. The most significant assumptions in the income approach valuation technique used to estimate the contingent liabilities are the probability of each milestone being met, the probability of number of drug products being developed, projected milestone timing and discount rate. The following table summarizes significant unobservable inputs that are included in the valuation of the Perception contingent consideration lability – related parties as of September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Weighted Weighted Valuation Technique Significant Unobservable Inputs Input Range Average Input Range Average Discounted cash flow Milestone contingent consideration: Discount rate 4.6 % 4.6 % 8.4 % to 14.1 % 9.4 % Projected milestone timing 3.25 years 3.25 years 4.0 to 4.3 years 4.1 years Probability of the milestone 51.9 % 51.9 % 10.5 % to 48.7 % 34.8 % Discounted cash flow Royalty contingent consideration: Discount rate for royalties 11.1 % - 15.6 % 15.0 % 12.0 % to 13.0 % 12.5 % Discount rate for royalties on milestones 2.9 % - 7.4 % 6.8 % 8.4 % 8.4 % Projected commercial revenue $ 271.7 to $ 1,461.4 N/A $ 77.5 to $ 3,542 N/A Projected clinical milestone revenue $ 6.0 to $ 43.0 N/A $ 6.0 to $ 30.0 N/A Timing of royalties on commercial revenue 7 years 7 years 7.8 to 8.5 years 8.1 years Timing of royalties on clinical milestone revenue 0.5 years 0.5 years 1.3 years 1.3 years Probability of success rate 26.5 % to 100.0 % 33.6 % 3.95 % to 100.0 % 12.6 % Probability of the close of the license transaction (1) N/A N/A 80.0 % 80.0 % (1) This input was used in fourth quarter of 2020 in relation to a potential license transaction that Perception had with a third-party pharmaceutical company. Valuation of 2020 Convertible Notes Payable The fair value of the 2020 Convertible Notes at issuance and at each reporting period was estimated based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company used a SBM to incorporate estimates and assumptions concerning company prospects and market indications into a model to estimate the value of the notes. The most significant estimates and assumptions used as inputs in the SBM valuation technique impacting the fair value of the 2020 Convertible Notes are those concerning type, timing and probability of specific scenario outcomes. At the issuance dates of the 2020 Convertible Notes, a qualified financing was assumed to occur within the year following issuance. Specifically, the Company discounted the cash flows for fixed payments by using annualized discount rates that were applied across valuation dates from issuance dates of the 2020 Convertible Notes until conversion in November 2020. The discount rates were based on certain considerations including: time to payment, an assessment of the credit position of ATAI, market yields of companies with similar credit risk at the date of valuation estimation, and calibrated rates based on the fair value relative to the original issue price from the 2020 Convertible Notes. Payments that are sensitive to the total equity value of the Company at the date of payment were valued at each valuation date using an option pricing model (“OPM”). Key assumptions used in the OPM included risk free rate, volatility across the period of the valuation dates, dividend yield, and a period of estimation commensurate with time until payment. The inputs to the option pricing model were determined based on assessment of the Company’s most recent financing transaction, assessed and adjusted for the market value of a group of publicly traded peer guideline companies and relevant equity indices as of each valuation date from issuance to conversion. The following table summarizes significant unobservable inputs by valuation technique that are included in the valuation of the remaining outstanding 2020 Convertible Notes fr om the issuance date of the notes in January 2020 to September 30, 2020: September 30, 2020 Weighted Valuation Technique Significant Unobservable Inputs Input Range Average SBM Discount rate - 0.5 % to 7.2 % 0.8 % Expected term 0.1 to 1.0 years 0.5 years Probability scenarios: Conversion upon a financing event 50.0 % to 90.0 % 65.6 % OPM Risk free rate - 0.7 % to - 0.6 % ( 0.6 )% Volatility 70.0 % to 85.0 % 78.6 % Dividend yield 0 % 0 % Valuation of Derivative Liability—Perception Convertible Notes The derivative liability in the table above relates to the embedded conversion features in connection with the Perception Convertible Notes issued in 2020 and 2021 discussed in Note 10. The Perception March 2020 Notes contained a derivative, which is related to embedded conversion feature upon a qualified financing transaction. The Perception December 2020 Notes contained a derivative, which is related to embedded conversion features upon a qualified financing transaction and a licensing transaction. The fair value of the embedded conversion features at issuance of the Perception Convertible Notes and subsequent financial reporting dates was estimated based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. The Company used a SBM to incorporate estimates and assumptions concerning company prospects and market indications into a model to estimate the value of the derivative liability. An SBM considers a range of various potential scenario outcomes assumed to occur with associated probabilities. Cash flow outcomes are then discounted to present value to estimate fair value. The SBM procedure is as follows: (i) estimate future cash flows that arise from scenario outcomes, (ii) discount the cash flows to present value using a market-based discount rate and (iii) probability weight the present values to form a probability weighted, expected return analysis that estimates fair value at the subject valuation date. The most significant estimates and assumptions used as inputs in the SBM valuation technique impacting the fair value of the embedded conversion features are those concerning the scenario outcomes’ type, timing and probability. At the issuance dates of the Perception Convertible Notes and at December 31, 2020, a qualified financing and a licensing transaction were assumed to occur within the year following issuance which the Company estimated 20 percent and 80 percent probability of occurrence of a qualified financing and a licensing transaction, respectively. As the derivative liability associated with the Perception March 2020 Notes was related to the embedded conversion feature upon a qualified financing transaction the fair value of the derivative liability associated with the Perception March 2020 Notes was reduced to zero because of a zero percent probability of the occurrence of a qualified financing transaction as of September 30, 2021. The Company calculated the payment due to the holders of Perception Convertible Notes with and without the embedded conversion feature and discounted to present value. The Company discounted the cash flows using a discount rate of 17.0 percent annualized at the issuance dates, and at December 31, 2020 based on an assessment of the credit position of Perception and market yields of companies with similar credit risk at the date of valuation estimation. On May 31, 2021, the Company issued convertible notes under the Second Tranche Funding (see Note 10). In connection with the issuance of these notes, the Company determined the fair value of the derivative liability related to the embedded conversion option by calculating the payment due to the holders of these notes with and without the conversion feature. The Company discounted the cash flows using a discount rate of 18.0 percent annualized at the issuance date, based on an assessment of the credit position of Perception and market yields of companies with similar credit risk at the date of valuation estimation. On June 10, 2021, the Perception Convertible Notes converted into shares of Series A preferred stock of Perception pursuant to their original terms. The Company remeasured the embedded derivatives related to the Perception Convertible Notes at fair value immediately prior to conversion on June 10, 2021. The Company calculated the payments due to the holders of Perception Convertible Notes with and without the conversion feature. The Company discounted the cash flows using a discount rate of 18.0 percent at June 10, 2021, based on an assessment of the credit position of Perception and market yields of companies with similar credit risk at the date of valuation estimation. The fair value of the embedded conversion features, including the embedded conversion features associated with the notes issued under the Second Tranche Funding was determined to be $ 0.8 million immediately before the conversion of the Perception Convertible Notes on June 10, 2021 and reduced to zero upon conversion of the notes. The fair value of the embedded conversion features was determined to be $ 0.2 million as of December 31, 2020. The significant unobservable inputs that are included in the valuation of the derivative liability as of December 31, 2020 include: December 31, 2020 Weighted Significant Unobservable Inputs Input Range Average Discount rate 17.0 % 17.0 % Expected term 1 year 1 year Probability scenarios: Qualified financing transaction 20 % 20 % Licensing transaction 80 % 80 % Warrant Liability The warrant liability in the table above relates to issued and outstanding warrants to purchase shares of Neuronasal’s common stock acquired in connection with the acquisition of Neuronasal. The warrants were classified within other liabilities in the accompanying condensed consolidated balance sheet as the underlying common stock was determined to be contingently, but not currently, redeemable. The warrant liability was recorded at fair value utilizing the Black-Scholes option pricing model. As summarized below, key inputs in connection with the Black-Scholes option pricing model represent Level 3 measurements within the fair value hierarchy. The Black Scholes option pricing model is based on the estimated market value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrant, risk-free interest rates, expected dividends, and expected volatility of the price of the underlying common stock. The Company adjusted the carrying value of the warrant to its estimated fair value at each reporting date, with any related increase or decrease in the fair value recorded as an increase or decrease to other income (expense) in the statements of operations. The fair value of the warrant liability was estimated to b e $ 0.3 million as of September 30, 2021. The following table summarizes significant unobservable inputs that are included in the valuation of the warrant lability as of September 30, 2021: September 30, 2021 Exercise Price $ 0.01 Stock Price $ 36.12 Dividend Yield 0.00 % Expected Term (in Years) 3.00 Risk-Free Interest Rate 0.53 % Expected Volatility 100 % IntelGenx Common Stock, Initial Warrants and Additional Units Warrant The Company’s investment in IntelGenx consists of Common Shares, Initial Warrants and Additional Units Warrant (collectively the “Warrants”). The Company determined Warrants do not meet the definition of derivative instrument per ASC 815. The Company has classified the Common Shares as Level 2 assets and the Warrants as Level 3 assets in the fair value hierarchy. The Company determined that the initial aggregate fair value was equal to the transaction price and recorded the Common Shares at $ 3.0 million, the Initial Warrants at $ 1.2 million and the Additional Units Warrant at $ 8.2 million on a relative fair value basis resulting in no initial gain or loss recognized in the consolidated statements of operations. The Warrants are measured at fair value on a quarterly basis and any changes in the fair value will be recorded as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. The fair value of Common Shares is estimated by applying a discount for lack of marketability (DLOM) of 13.7 % as of May 14, 2021 a nd 5.0 % as of Septe mber 30, 2021. The Company estimated a DLOM in connection with the valuation of the Common Shares at initial recognition and as of September 30, 2021 to reflect the restrictions associated with the Common Shares. As of September 30, 2021 the only restriction that remains is the unregistered nature of the Common Shares. The fair value of Common Shares as of September 30, 2021 of $ 2.6 million is included in Other investments held at fair value in the consolidated balance sheet. The Initial Warrant asset was recorded at fair value utilizing the Black-Scholes option pricing model. The Black Scholes option pricing model is based on the estimated market value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrant, risk-free interest rates, expected dividends, and expected volatility of the price of the underlying common stock. The expected volatility is based on a peer group volatility which is a Level 3 input within the fair value hierarchy. The fair value of the Initial Warrants as of September 30, 2021 of $ 0.7 million is included in Other investments held at fair value in the consolidated balance sheet. The following table summarizes significant inputs that are included in the valuation of the Initial Warrants as of September 30, 2021: September 30, 2021 Value of Underlying $ 0.47 Exercise Price $ 0.35 Risk Free Rate 0.43 % Expected Term (in Years) 2.6 Expected Volatility 100 % Dividend Yield 0.00 % The fair value of the Additional Units is estimated using a Binomial Lattice in a risk-neutral framework (a special case of the Income Approach). Specifically, the future stock price of the IntelGenx is modeled assuming a Geometric Brownian Motion (GBM) in a risk-neutral framework. For each modeled future price, the Additional Unit is calculated based on the contractual terms (incorporating any optimal early exercise), and then discounted at the term-matched risk-free rate. Finally, the value of the Additional Units is calculated as the probability-weighted present value over all future modeled payoffs. The fair value of the Additional Units as of September 30, 2021 of $ 3.5 million is included in Other investments held at fair value in the consolidated balance sheet. The following table summarizes significant observable and unobservable inputs that are included in the valuation of the Additional Units Warrant as of September 30, 2021: September 30, 2021 Tranche 1 Number Units 14,920,000 Tranche 2 Number Units 115,080,000 Additional Warrants Term (in years) 3.00 Additional Units Term (in Years) 2.62 Maximum Term (in Years) 5.62 Stock Price $ 0.47 Expected Volatility 100 % Warrant Strike $ 0.556 Unit Purchase Price 1st Year $ 0.331 Unit Purchase Price 2nd Year $ 0.50 Unit Purchase Price 3rd Year $ 0.75 Wfraction 0.68 Risk-Free Rate 1.08 % Dividend Yield 0.0 % Number of time-steps 500 The following table provides a roll forward of the aggregate fair values of the Company’s financial instruments described above, for which fair value is determined using Level 3 inputs (in thousands): Other Contingent Derivative Warrant Balance as of December 31, 2020 $ — $ 1,705 $ 214 $ — Initial fair value of instrument — 101 304 — Change in fair value — ( 251 ) ( 41 ) — Balance as of March 31, 2021 $ — $ 1,555 $ 477 $ — Initial fair value of instrument 9,358 — 343 249 Change in fair value ( 4,720 ) 911 — 40 Extinguishment of liability — — ( 820 ) — Balance as of June 30, 2021 $ 4,638 $ 2,466 $ — $ 289 Initial fair value of instrument — — — — Change in fair value ( 440 ) ( 469 ) — 47 Balance as of September 30, 2021 $ 4,198 $ 1,997 $ — $ 336 Compass Notes Contingent 2020 Derivative Balance as of December 31, 2019 $ 8,244 $ 572 $ — $ — Initial fair value of instrument — — — 31 Issuance of notes payable — — 9,707 — Change in fair value 718 24 ( 1,127 ) — Foreign currency transaction adjustments 41 — ( 38 ) — Balance as of March 31, 2020 $ 9,003 $ 596 $ 8,542 $ 31 Initial fair value of instrument — — — 184 Issuance of notes payable — — 2,668 — Conversion of notes receivable ( 9,003 ) — — — Change in fair value — 42 1,260 — Foreign currency transaction adjustments — — 212 — Balance as of June 30, 2020 $ — $ 638 $ 12,682 $ 215 Initial fair value of instrument — — — — Issuance of notes payable — — 18,061 — Change in fair value — ( 86 ) 13,867 10 Foreign currency transaction adjustments — — 687 — Balance as of September 30, 2020 $ — $ 552 $ 45,297 $ 225 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid expenses and other current assets | 8. Prepaid Expenses and Other Current Assets Prepaid expenses consist of the following (in thousands): September 30, December 31, Prepaid research and development related expenses $ 3,070 $ 313 Research and development tax credit 1,105 556 Sales tax receivables 2,281 509 Prepaid insurance 4,634 144 Other 461 554 Total $ 11,551 $ 2,076 |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | 9. Accrued Liabilities Accrued liabilities consist of the following (in thousands): September 30, 2021 December 31, 2020 Accrued accounting, legal, and other professional fees $ 3,690 $ 2,858 Taxes payable 5,927 997 Accrued external research and development expenses 1,388 347 Accrued payroll 1,930 1,098 Accrued advisory fees 132 3,819 Other liabilities 8 96 Total $ 13,075 $ 9,215 |
Convertible Promissory Notes
Convertible Promissory Notes | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | 10. Convertible Promissory Notes 2018 Convertible Promissory Notes—Related Parties Convertible promissory notes—related parties, net of discounts and deferred issuance costs, consisted of the following (in thousands): September 30, December 31, Convertible notes issued in November 2018 $ 174 $ 195 Convertible notes issued in October 2020 634 1,022 Unamortized discount and deferred issuance costs ( 8 ) ( 18 ) Total $ 800 $ 1,199 During November 2018, the Company executed a terms and conditions agreement (the “Convertible Note Agreement”) under which it would issue up to € 1.0 million or $ 1.2 million in convertible promissory notes to investors. An investor would become a party to the Convertible Note Agreement and would be issued a convertible promissory note by executing and delivering a subscription form. In November 2018, certain investors subscribed to the Convertible Note Agreement and the Company issued convertible promissory notes in the aggregate principal amount of € 0.2 million or $ 0.2 million. In October 2020, certain investors subscribed to the Convertible Note Agreement and the Company issued the remainder of the 2018 Convertible Notes in the aggregate principal amount of € 0.8 million or $ 1.0 million (collectively, the “2018 Convertible Notes”). The total aggregate principal amount of the 2018 Convertible Notes is $ 1.2 million as of December 31, 2020. The 2018 Convertible Notes are non-interest-bearing, unsecured and are due and payable on September 30, 2025, unless previously redeemed, converted, purchased or cancelled (the “Maturity Date”). Each 2018 Convertible Note has a face value of €1 and is convertible into one share of ATAI Life Sciences AG upon the payment of €17.00. Conversion rights may be exercised by a noteholder at any time prior to maturity, except during certain periods subsequent to the consummation of the IPO. The 2018 Convertible Notes may be declared for early redemption by the noteholders upon occurrence of specified events of default, including payment default, insolvency and a material adverse change in the Company’s business, operations or financial or other condition. Upon early redemption, the conversion right with respect to the 2018 Convertible Notes may no longer be exercised. In connection with the Convertible Note Agreement, the Company issued convertible notes in the principal amounts of € 0.1 million or $ 0.1 million to the founders of Perception, who are also related parties of the Company in November 2018 (See Note 18). Perception is a biotech firm acquired by the Company on November 5, 2018. Upon the purchase of certain assets of Perception in November 2018, Perception was deemed to have been a VIE, of which the Company is the primary beneficiary (See Note 4). In addition, in connection with the Convertible Note Agreement, the Company issued convertible notes in the principal amounts of € 0.5 million or $ 0.6 million to Apeiron, the family office of the Company’s founder, and € 0.3 million or $ 0.4 million to one other shareholder of the Company and the founder of COMPASS in October 2020. The Company concluded that both the embedded conversion feature, which is exercisable by the investor at any time during the maturity, and the contingent put option, which would trigger upon the occurrence of an event of default of the 2018 Convertible Notes, do not meet the criteria to be bifurcated and separately accounted for as derivatives and were recorded net of discount and issuance costs, or a reduction to the carrying value of the notes issued in November 2018, with a corresponding adjustment to additional paid in capital. The discount is being amortized using the effective interest method over the period from the respective date of issuance to the Maturity Date. The Company determined that the October 2020 notes were issued in exchange for services previously provided by the Company’s founders and other shareholders and were fully vested and non-forfeitable upon issuance. These instruments were therefore considered share based compensation awards to non-employees, and the instruments were initially measured and recorded at their grant date fair value based on a Black-Scholes option- pricing model. The fair value of the October 2020 notes exceeded the principal amount that will be due at maturity. Therefore, at initial recognition, the October 2020 notes were accounted for as convertible debt issued at a substantial premium, such that the face value of the note is recorded as a liability and the premium was recorded as paid-in capital. Conversion of 2018 Convertible Promissory Notes - Related Parties As described in Note 1, the Company undertook a corporate reorganization. Upon the Corporate Reorganization, ATAI Life Sciences N.V became the sole shareholder of ATAI Life Sciences AG. In connection with the Corporate Reorganization, all former shareholders of ATAI Life Sciences AG contributed their shares in ATAI Life Sciences AG to ATAI Life Sciences N.V. and received sixteen shares in ATAI Life Sciences N.V. for one share in ATAI Life Sciences AG. In September 2021, several noteholders elected to convert their convertible promissory notes into shares of ATAI Life Sciences N.V. These investors paid € 17.00 per share for the aggregate amount of € 5.1 million or $ 6.0 million in order to convert their convertible promissory notes into ATAI Life Sciences AG common shares, which was in accordance with the original terms of the 2018 Convertible Note Agreements. The Company accounted for the conversion of the 2018 Convertible Notes as a conversion such that carrying values of these notes were derecognized with an offset to common stock at par of ATAI Life Sciences AG and the excess of the carrying values of these notes over the common stock at par of ATAI Life Sciences AG was recorded as additional paid-in capital. Concurrently, with the conversion of the 2018 Convertible Notes into ATAI Life Sciences AG shares, the shares of ATAI Life Sciences AG that were issued to the noteholders were exchanged for shares of ATAI Life Sciences N.V. through a transfer and sale arrangement. As ATAI Life Sciences AG continued to remain a wholly owned subsidiary of ATAI Life Sciences N.V., the transaction was accounted for as an equity transaction that resulted in no gain or loss recognition. 2020 Convertible Promissory Notes In January 2020, the Company executed a terms and conditions agreement (the “2020 Convertible Note Agreement”) under which it would issue up to € 30.0 million, or $ 33.5 million, in convertible promissory notes to various investors. The total aggregate principal amount of the remaining outstanding 2020 Conver tible Notes was $30.4 million as of September 30, 2020. The 2020 Convertible Notes converted into 8,773,056 of shares of the Company's common stock in November 2020. For the three and nine months ended September 30, 2020, the interest expense and change in fair value in the 2020 Convertible Notes from its various issuance dates to the conversion date totaled $ 13.9 million and $ 14.0 million, r espectively and is included in change in fair value of convertible promissory notes in the condensed consolidated statements of operations. Perception Convertible Promissory Notes On March 16, 2020, Perception entered into a convertible promissory note agreement with the Company and other investors, including related parties, which provided for the issuance of convertible notes of $ 3.9 million (the “Perception Note Purchase Agreement”). The notes bear interest at an annual rate of 5 % and are due and payable on June 30, 2022, unless earlier converted (the “Perception March 2020 Notes”). On December 1, 2020, Perception entered into an additional convertible promissory note agreement (the “Perception December 2020 Convertible Note Agreement”) with the Company and other investors, including related parties, which provided for the issuance of convertible notes of up to $ 12.0 million. Pursuant to the Perception December 2020 Convertible Note Agreement, the convertible notes are issued in two tranches: (i) up to $ 7.0 million under the first tranche funding (the “First Tranche Funding”), with $ 6.2 million and $ 0.8 million issued in December 2020 and January 2021, respectively, and (ii) up to an additional $ 5.0 million under the second tranche funding (the “Second Tranche Funding”), was issued in May 2021. Under the Second Tranche Funding, Perception issued $ 4.2 million to the Company, $ 0.2 million to Apeiron, and $ 0.3 million to Sonia Weiss Pick and Family, and $ 0.4 million to other investors. The notes bear interest at an annual rate of 5 % and are due and payable on February 28, 2022, unless earlier converted (the “Perception December 2020 Notes” and together with the Perception March 2020 Notes, the “Perception Convertible Notes”). In the event of a qualified sale of preferred stock resulting in gross proceeds to Perception of at least $ 5.0 million, all the principal and accrued and unpaid interest under the Perception Convertible Notes will automatically convert, into the same equity securities issued by Perception at a 25 % discount from the lowest price of the security issued. In the event that Perception receives upfront proceeds of $ 5.0 million or more in a licensing transaction, all the principal and accrued and unpaid interest under the Perception convertible notes will automatically convert, into shares of Series A Preferred Stock of Perception at a price per share of $ 0.75 for the Perception March 2020 Notes and 75 % of the fair market value of the Series A Preferred Stock of Perception for the Perception December 2020 Notes. Upon a change in control of Perception, all the principal and accrued and unpaid interest under the Perception Convertible Notes will automatically convert into shares of Series A Preferred Stock of Perception at a price per share of $ 0.75 . The Perception Convertible Notes issued to the Company represent intercompany debt and are eliminated upon consolidation. The Perception March 2020 Notes contained an embedded conversion features in the event of a qualified financing whereas the Perception December 2020 Notes contained both embedded conversion features in the event of a qualified financing and upon the occurrence of a licensing transaction. The Company concluded that both the embedded conversion features met the definition of embedded derivatives that were required to be bifurcated and accounted for as a separate unit of accounting. As of December 31, 2020, the Company recorded the fair value of the derivative liabilities of $ 0.4 million as a liability with the offset being recorded as a debt discount on the issuance dates of the Perception Convertible Notes. Both the liability and the offsetting debt discount are presented together in convertible promissory notes and derivative liability on the consolidated balance sheets. The resulting debt discount is being amortized to interest expense using the effective interest method over the terms of the Perception Convertible Notes. This interest expense is recorded in other income (expense), net in the consolidated statements of operations. The derivative liabilities are subsequently remeasured to fair value at each reporting date with changes in fair value recognized as a component of other income (expense), net in the consolidated statements of operations. Upon issuance of the notes under the Second Tranche Funding, the Company recorded the fair value of the derivative liabilities of $ 0.3 million as a liability with an offset being recorded as a debt discount. On June 10, 2021, Perception received proceeds of $ 20.0 million pursuant to the license and collaboration arrangement between Perception and Otsuka Pharmaceutical Co., LTD (“Otsuka”) (See Note 16). Upon receipt of the proceeds, the Perception Convertible Notes automatically converted into 6,456,595 shares of Series A preferred stock of Perception pursuant to their original terms. The Company, Sonia Weiss Pick and Family, Apeiron, and other investors received 5,403,791 shares, 440,415 shares, 27,809 shares and 584,580 shares of Perception Series A preferred stock, respectively, upon conversion of the Perception Convertible Notes. The amounts associated with the shares of Perception Series A preferred stock issued to the Company represent intercompany transactions and are eliminated upon consolidation. The Company remeasured the derivative liability immediately prior to the conversion of the Perception Notes and recorded a net gain of $ 41,000 resulting from the change in fair value of the derivative liability during the nine months ended September 30, 2021. The conversion of the Perception December 2020 Notes was accounted for as an extinguishment as the notes were converted pursuant to an embedded conversion feature upon a licensing transaction, which was determined to be a redemption feature. Accordingly, the Company recorded a loss on extinguishment of notes of $ 0.5 million in the condensed consolidated statements of operations for the nine months ended September 30, 2021. The lo ss on extinguishment of notes represents the difference between (i) carrying value including derivative liability of the Perception December 2020 Notes of $ 2.2 million and (ii) the fair value of Perception Series A preferred stock into which the notes converted of $ 2.7 million. The conversion of the Perception March 2020 Notes was accounted for as a conversion as the notes converted pursuant to a conversion feature. Accordingly, the Company derecognized the carrying amount of the Perception March 2020 notes issued to Sonia Weiss and Family and other investors in the aggregate amount of $ 0.6 million with an offset to Series A preferred stock, and no gain or loss was recognized. The shares issued upon conversion of the Perception March 2020 and December 2020 Notes issued to the Company represent an intercompany transaction and, therefore, eliminate in consolidation. As of December 31, 2020, the fair value of the derivative liability was $ 0.2 million, including an immaterial amount of derivative liability relating to Sonia Weiss Pick and Family. As of September 30, 2020, the fair value of the derivative liability was $ 0.2 million, including $ 0.1 million of derivative liability relating to Sonia Weiss Pick and Family and Apeiron. The Company recorded a net loss of $ 10,000 resulting from the change in the fair value of derivative for the three months ended September 30, 2020. The Company recorded a net gain of $ 54,047 resulting from the change in fair value of the derivative liability for the nine months ended September 30, 2020. The Company recognized interest expense o f $ 0.2 million, including amortization of debt discount of $ 0.2 million during th e nine months ended September 30, 2021. As of December 31, 2020, the unamortized debt discount on the Perception Convertible Notes was $ 0.3 million. As of September 30, 2021, there was no unamortized debt discount due to the conversion of the Perception Convertible Notes into Series A convertible preferred stock of Perception on June 10, 2021. The debt issuance costs associated with the Perception Convertible Notes were not material. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | 11. Common Stock In January 2021, pursuant to an additional closing from the common stock issuance in November and December 2020, the Company issued and sold 2,133,328 shares of common stock to Apeiron at the same issuance price, for cash proceeds of $ 12.2 million. In March 2021, the Company issued and sold 13,419,360 shares of common stock to new and existing investors, including related parties, at a price of € 9.69 or $ 11.71 per share, for cash proceeds of $ 152.2 million, net of issuance costs of $ 4.9 million. On June 22, 2021, ATAI closed the IPO of its common stock on Nasdaq. As part of the IPO, the Company issued and sold 17,250,000 shares of its common stock, which included 2,250,000 shares sold pursuant to the exercise of the underwriters’ over-allotment option, at a public offering price of $ 15.00 per share. The Company received net proceeds of $ 231.6 million from the IPO, after deducting underwriters’ discounts and commissions of $ 18.1 million and offering costs of $ 9.0 million. All common shareholders have identical rights. Each share of common stock entitles the holder to one vote on all matters submitted to the stockholders for a vote. All holders of common stock are entitled to receive dividends, as may be declared by the Company’s board of directors. Upon liquidation, common stockholders will receive distribution on a pro rata basis. As of September 30, 2 021 and December 31, 2020, no cash dividends have been declared or paid. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation Atai Life Sciences 2020 Equity Incentive Plan Effective August 21, 2020, the Company adopted an equity-based compensation plan, the 2020 Employee, Director and Consultant Equity Incentive Plan (as amended from time to time, “2020 Incentive Plan”). The 2020 Incentive Plan is administered by the Company’s Board. The plan is intended to encourage ownership of shares by employees, directors and certain consultants to the Company in order to attract and retain such individuals, to induce them to work for the benefit of the Company and to provide additional incentive for them to promote the success of the Company. The 2020 Incentive Plan enables the Company to grant incentive stock options or nonqualified stock options, restricted stock awards and other stock-based awards to executive officers, directors and employees and consultants of the Company. The Company has reserved up to 22,658,192 shares of common stock, excluding any shares issued under its Hurdle Share Option Program ("HSOP") described below, for issuance to executive officers, directors, other employees and consultants of the Company pursuant to the 2020 Incentive Plan. Shares that are expired, terminated, surrendered, or canceled without having been fully exercised will be available for future awards. As of September 30, 2021, 0 shares were available for future grants under the 2020 Incentive Plan and any shares subject to outstanding options originally granted under the 2020 Equity Incentive Plan that terminate, expire or lapse for any reason without the delivery of shares to the holder thereof shall become available for issuance pursuant the Atai Life Sciences 2021 Incentive Award Plan discussed below. Atai Life Sciences 2021 Incentive Award Plan Effective April 23, 2021, the Company adopted and our shareholders approved the 2021 Incentive Award Plan (“2021 Incentive Plan”). The 2021 Incentive Plan is administered by the Company’s Board. The plan is intended to encourage ownership of shares by employees, directors, and certain consultants to the Company in order to attract and retain such individuals, to induce them to work for the benefit of the Company or of an affiliate and to provide additional incentive for them to promote the success of the Company. The 2021 Incentive Plan enables the Company to grant incentive stock options or nonqualified stock options, restricted stock awards and other stock-based awards to executive officers, directors and other employees and consultants of the Company. The Company has reserved up to 16,000,000 shares of common stock, for issuance to executive officers, directors and employees and consultants of the Company pursuant to the 2021 Incentive Plan. Shares that are expired, terminated, surrendered, or canceled without having been fully exercised will be available for future awards. As of September 30, 2021, 14,135,776 shares were available for future grants under the 2021 Incentive Plan. Stock Options The stock options outstanding noted below consist primarily of both service and performance-based options to purchase Common Stock. These stock options have a five-year contractual term. These awards are subject to the risk of forfeiture until vested by virtue of continued employment or service to the Company. The December 31, 2020 stock options outstanding balance noted below includes 3,176,976 stock options that will vest over a four-year service period, only if and when a “Liquidity Event” (as defined in the 2020 Incentive Plan) occurs w ithin five years of the date of grant. During the nine months ended September 30, 2021, the Company modified the vesting terms of 2,464,720 of these options held by 12 employees such that, if the Company achieves an Initial Public Offering (as defined in the awards) by June 30, 2021 or December 31, 2021, an additional 25 % or 12.5 %, respectively, will accelerate and vest upon the occurrence of the transaction. In eac h case provided, however, no option shall become vested before the first anniversary of the respective vesting start date. The Company applied modification accounting under ASC 718, which resulted in a new measurement of compensation cost, and the original grant-date fair value of the awar d is no longer used to measure compensation cost for the award. The weighted average fair value on the new measurement date amounted to $ 4.97 . In Ju ne of 2021, the Company achieved a Liquidity Event and therefore began recognizing expense during the period. In addition, during the nine months ended September 30, 2021, the Company cancelled 1,152,192 stock options held by 3 employees and concurrently granted 4,543,936 stock options under the HSOP Plan (as defined and described below) (“Exchange Options”). The Company applied modification accounting under ASC 718, which resulted in a new measurement of compensation cost, and the original grant-date fair value of the award is no longer used to measure compensation cost for the award. The weighted average fair value on the new measurement date amounted to $ 4.20 . Refer to the Atai Life Sciences Hurdle Share Option Plan for more information on these stock options. The following is a summary of stock option activity for from December 31, 2020 to September 30, 2021: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2020 11,331,232 $ 1.54 4.64 $ 47,735 Granted 15,453,771 (1) 9.07 Exercised — — Cancelled or forfeited ( 2,092,779 ) (2) 2.88 Outstanding as of September 30, 2021 24,692,224 (3) $ 6.14 4.57 $ 215,725 Options exercisable as of September 30, 2021 7,586,329 $ 1.29 3.89 $ 102,412 (1) Includes (a) 5,391,184 stock options that will vest over a two to four-year service period, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant. If the Company achieves an IPO (as defined in the awards) by June 30, 2021 or December 31, 2021, an additional 25 % or 12.5 %, respectively, the stock options will accelerate and vest upon the occurrence of the transaction, (b) 5,241,785 stock options that will vest over a one to four-year service period, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant (c) 1,460,784 stock options that will vest at the end of a four-year service period and upon the satisfaction of specified performance-based vesting conditions, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant, (d) 624,000 stock options that will vest over a three-year service period, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant, (e) 400,688 stock options that will vest over a four-year service period and upon the satisfaction of specified performance-based vesting conditions including liquidity-based conditions, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant. If the Company achieves an IPO (as defined in the awards) by June 30, 2021 or December 31, 2021, an additional 25 % or 12.5 %, respectively, will accelerate and satisfy the service-based vesting condition upon the occurrence of the transaction, (f) 400,000 stock options that will vest over a two-year service period and upon the satisfaction of specified market-based conditions tied to price of the Company’s publicly traded shares, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant, (g) 338,112 stock options that will vest over a four-year service period and upon the satisfaction of specified performance-based vesting conditions including liquidity-based conditions, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant, (h) 100,640 stock options that will vest over a four-year service period and upon the satisfaction of specified performance-based vesting conditions, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant, (i) 94,096 stock options that will vest only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant, and (j) 1,402,482 stock options that will vest over a three to four-year service period. (2) Includes 1,152,192 Exchange Options (3) With the satisfaction of the Liquidit y Event (as defined in the awards) during the nine months ended September 30, 2021, the outstanding options include (a) 15,453,771 stock options as described in footnote (1) less 652,304 stock options forfeited, (b) 4,566,848 vested stock options yet to be exercised as of September 30, 2021, (c) 3,027,408 stock options that will vest over of a four-year service period and upon the satisfaction of specified performance-based vesting conditions, and (d) 2,296,501 stock options that will vest over a two to four-year service period. The Company estimates the fair values of stock options using the Black-Scholes option-pricing model on the date of grant. During the nine months ended September 30, 2021, the assumptions used in the Black-Scholes option pricing model were as follows: September 30, 2021 Weighted average expected term in years 3.85 Weighted average expected stock price volatility 80.6 % Risk-free interest rate ( 0.76 )% - 1.27 % Expected dividend yield 0 % For the three m onths ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense of $ 9.4 million and $ 2.1 million, respectively. For the nine months ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense of $ 30.1 million and $ 2.1 million, respectively. As of September 30, 2021, total unrecognized compensatio n cost related to the unvested stock-based awards was $ 83.2 million, which is expected to be recognized over a weighted average period of 2.21 years. As of September 30, 2021, there was $ 3.8 million of total unrecognized stock‑based compensation expense related to unvested stock-based awards which will be recognized, only if and when the related performance conditions become probable. Atai Life Sciences Hurdle Share Option Plan In August 21, 2020, the Partnership (as defined below) approved and implemented an employee stock option plan for selected executives, employees, and consultants of the Partnership (so-called Hurdle Share Options Program or “HSOP Plan”), which became effective on January 2, 2021, the date the first grants under the HSOP were made (“HSOP Options”). This plan is primarily aimed at German-based executives, employees, and consultants of the Company (collectively as “HSOP Participants”). The purpose of the HSOP Plan is to permit these individuals to indirectly participate in the appreciation in value of the Company through a German law private partnership, ATAI Life Sciences HSOP GbR (the “Partnership”). The HSOP Plan was established under the Partnership Agreement of the Partnership. The HSOP Plan requires the exercise price to be equal to the fair value of the shares on the date of grant. The Partnership has reserved up to 8,000,000 shares (“HSOP Shares”) pursuant to the HSOP Plan. The Partnership is authorized to subscribe for the additional shares under HSOP Plan. Each HSOP Option contains both service and performance-based vesting conditions, including a liquidity-based condition, and gives the holder the option to purchase HSOP Shares. As of September 30, 2021, 851,376 shares were available for future grants under the HSOP Plan. The HSOP Plan mimics the economics of a typical stock option plan, however, HSOP Options result in HSOP Shares being issued to the Partnership at the grant date. The grantee is required to pay a nominal value (€ 0.06 per share) for the shares upon grant (“Nominal Upfront Payment”). The nominal amount paid at the grant date is refundable if the HSOP Options do not vest or are forfeited. Otherwise, the nominal amount is refundable until the later of the occurrence of a Liquidity Event (as defined in the “HSOP Plan”) or the exercise date. The HSOP Shares issued under the HSOP plan to the Partnership are indirectly owned by HSOP Options holders via their interest in the Partnership. However, each HSOP Option holder signed a nonrevocable power of attorney ceding virtually all rights and decisions, including their rights as shareholders to the Managing Partner (as defined in the Partnership agreement) of the Partnership. HSOP Option holders have a forfeitable right to distributions until the HSOP Options vest, at which time the right becomes nonforfeitable. Accordingly, the HSOP Shares issued to the Partnership and allocated to the HSOP Options holders are not considered outstanding for accounting purposes. Therefore, the Company accounted for the Nominal Upfront Payment as an in-substance early exercise provision under ASC 718 as the nominal amount is deducted from the exercise price upon exercise. As of September 30, 2021, the $ 0.5 million Nominal Upfront Payment was recorded as an Other liability on the condensed consolidation balance sheets. The HSOP Options include a provision that requires the HSOP Options holders pay compensation equal to 2 % per annum interest on the unpaid exercise price less the € 0.06 nominal amount paid upon grant (“Non-recourse Loan”) upon qualifying events (as defined in the Partnership agreement), which occurred on April 23, 2021 currently with the corporate reorganization discussed in Note 1. The 2 % per annum interest rate is fixed and not linked to something other than a service, performance, or market condition, therefore, the Company accounted for the fixed rate interest charge as an in-substance non-recourse loan in a stock compensation arrangement under ASC 718. In such cases, the rights and obligations embodied in a transfer of equity shares to an employee for a note that provides no recourse to other assets or the employee (other than the correlating shares) are substantially the same as those embodied in a grant of share options. The 2 % per annum interest was considered in the valuation of the HSOP Options. HSOP Options The HSOP Options outstanding noted below consist of service and performance-based options to purchase HSOP Shares. These HSOP Options have a fifteen-year contractual term. These HSOP Options vest over a three to four-year service period, only if and when a “Liquidity Event” (as defined in the Partnership agreement) occurs within fifteen years of the date of grant. If a Change in Control (as defined in the Partnership agreement) or in the event the holder’s service with the Partnership is terminated due to his death or disability by June 30, 2021 or December 31, 2021, an additional 25 % or 12.5 %, respectively, HSOP options will accelerate and vest upon the occurrence of the transaction. These awards are subject to the risk of forfeiture until vested by virtue of continued employment or service to the Company. In June of 2021, the Company achieved a Liquidity Event and therefore began recognizing expense during the period. The following is a summary of stock option activity for from December 31, 2020 to September 30, 2021: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2020 — — — — Granted 7,281,376 (1) 6.64 — — Exercised — — — — Cancelled or forfeited ( 132,752 ) 6.64 — — Outstanding as of September 30, 2021 7,148,624 $ 6.64 14.26 $ 55,891 Options exercisable as of September 30, 2021 3,599,936 $ 6.64 14.26 $ 28,160 (1) Includes 4,543,936 Exchange Options The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2021, wa s $ 4.37 . The Company estimates the fair values of stock options using the Black-Scholes option-pricing model on the date of grant. During the nine months ended September 30, 2021, the assumptions used in the Black-Scholes option pricing model were as follows: September 30, Weighted average expected term in years 8.0 Weighted average expected stock price volatility 70.0 % Risk-free interest rate ( 0.70 )%-( 0.65 )% Expected dividend yield 0 % For the three months ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense of $ 2.6 million and $ 0.0 million, respectively. For the nine months ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense of $ 19.2 million and $ 0.0 million, respectively. As of September 30, 2021, total unrecognized com pensation cost related to the unvested stock-based awards was $ 10.8 million which is expected to be recognized over a weighted average period of 1.33 years. Kures 2019 Stock Option and Grant Plan Effective August 27, 2019, Kures adopted an equity-based compensation plan. The Kures 2019 Stock Option and Grant Plan provides for Kures to grant incentive stock options or nonqualified stock options, restricted stock awards and other stock-based awards to employees, directors, consultants of Kures. Kures has reserved up to 954,315 shares o f common stock for issuance to directors of Kures pursuant to the Kures 2019 Stock Option and Grant Plan. At September 30, 2021, there was 600,000 stock option issued and outstanding and 354,315 shares were available for future grants under the Kures 2019 Stock Option and Grant Plan. The Kures 2019 Stock Option and Grant Plan is administered by Kures’ board of directors. Shares that are expired, terminated, surrendered, or canceled without having been fully exercised will be available for future awards. Stock Options The stock options outstanding noted below consist primarily of service-based options to purchase Common Stock, the majority of which vest over a four-year period and have a ten-year contractual term. These awards are subject to the risk of forfeiture until vested by virtue of continued employment or service to the Company. The following is a summary of stock option from December 31, 2020 to September 30, 2021: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2020 600,000 $ 0.10 9.58 $ — Granted — — — — Exercised — — — — Cancelled or forfeited — — — — Outstanding as of September 30, 2021 600,000 $ 0.10 8.83 $ — Options vested and expected to vest as of September 30, 2021 600,000 $ 0.10 8.83 $ — Options exercisable as of September 30, 2021 287,500 $ 0.10 8.83 $ — For the t hree months ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense of $ 3,000 and $ 11,000 , respectively. For the nine months ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense of $8,000 and $ 11,000 , respectively. As of September 30, 2021, total unrecognized compensation cost related to the unvested stock-based awards wa s $ 0.1 million, which is expected to be recognized over a weighted average period of 1.91 years. Kures Restricted Common Stock Awards In 2019, the board of directors of Kures issued 4,937,530 unvested restricted common shares to directors of Kures. The restricted common stock vest over a two to three-year period, subject to the risk of forfeiture until vested by virtue of continued employment or service to the Company. The Company measures all non-cash share-based awards using the fair value on the date of grant and recognizes compensation expense for those awards on a straight-line basis over the requisite service period, which is generally the period from the grant date to the end of the vesting period. The Company reflects restricted stock awards as issued and outstanding shares of common stock when vested and the shares have been delivered to the individual. The following table summarizes Kures’ restricted common stock awards activity from December 31, 2020 to September 30, 2021: RSA Weighted Unvested balance as of December 31, 2020 2,743,066 $ 0.10 Granted — — Vested 1,234,386 0.10 Forfeited — — Unvested balance as of September 30, 2021 1,508,680 $ 0.10 For the three months ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense associated with restricted stock awards of $ 42,000 and $ 41,000 , respectiv ely. For the nine months ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense associated with restricted stock awards of $ 125,000 and $ 124,000 , r espectively. The fair value of restricted stock that vested during the nine months ended September 30, 2021 was $ 0.1 million. As of September 30, 2021, total unrecognized compensation cost related to the unvested stock-based awards was $ 0.1 million, which is expected to be recognized over a weighted average period of 0.91 years. Recognify Restricted Common Stock Awards In November 2020, the Board of Directors of Recognify issued 1,017,917 unvested restricted common shares to directors and consultants of Recognify. The restricted common stock typically vest over a two to four-year period, subject to the risk of forfeiture until vested by virtue of continued employment or service to the Company. The Company reflects restricted stock awards as issued and outstanding shares of common stock when vested and the shares have been delivered to the individual. The following table summarizes Recognify’s restricted common stock awards activity from December 31, 2020 to September 30, 2021: RSA Weighted Unvested balance as of December 31, 2020 952,387 $ 1.71 Granted — — Vested 298,026 1.71 Forfeited — — Unvested balance as of September 30, 2021 654,361 $ 1.71 The Company acquired Recognify in November 2020. The Company determined Recognify is a VIE and consolidated its results of operations within the Company’s consolidated financial statements. For the three months ended September 30, 2021, the Company recorded stock-based compens ation expense of $ 0.2 million. For the nine months ended September 30, 2021, the Company recorded stock-based compensation expense of $ 0.5 million. The total f air value of shares vested during the nine months ended September 30, 2021 was $ 0.5 million. As of September 30, 2021, total unrecognized compensation cost related to the unvested stock-based awards was $ 1.1 million, which is expected to be recognized over a weighted average period of 1.93 years. Stock-Based Compensation Stock-based compensation expense is allocated to either Research and development or General and administrative expense on the consolidated statements of operations based on the cost center to which the option holder belongs. The following table summarizes the total stock-based compensation expense by function and entity for the three months ended September 30, 2021, which includes expense related to stock options and restricted stock awards (in thousands): Three Months Ended September 30, 2021 Atai Atai Kures Kures Recognify Total Research and development $ 5,248 $ — $ 3 $ 41 $ 109 $ 5,401 General and administrative 4,183 2,593 — — 63 $ 6,839 Total share based compensation expense $ 9,431 $ 2,593 $ 3 $ 41 $ 172 $ 12,240 The following table summarizes the total stock-based compensation expense by function and entity for the three months ended September 30, 2020, which includes expense related to stock options and restricted stock awards (in thousands): Three Months Ended September 30, 2020 Atai Atai Kures Kures Recognify Total Research and development $ — $ — $ 11 $ 42 $ — $ 53 General and administrative 2,086 — — — — $ 2,086 Total share based compensation expense $ 2,086 $ — $ 11 $ 42 $ — $ 2,139 The following table summarizes the total stock-based compensation expense by function for the nine months ended September 30, 2021, which includes expense related to stock options and restricted stock awards (in thousands): Nine Months Ended September 30, 2021 Atai Atai Kures Kures Recognify Total Research and development $ 13,946 $ — $ 8 $ 125 $ 331 $ 14,410 General and administrative 16,123 19,243 — — 188 $ 35,554 Total share based compensation expense $ 30,069 $ 19,243 $ 8 $ 125 $ 519 $ 49,964 The following table summarizes the total stock-based compensation expense by function for the nine months ended September 30, 2020, which includes expense related to stock options and restricted stock awards (in thousands): Nine Months Ended September 30, 2020 Atai Atai Kures Kures Recognify Total Research and development $ — $ — $ 11 $ 124 $ — $ 135 General and administrative 2,086 — — — — $ 2,086 Total share based compensation expense $ 2,086 $ — $ 11 $ 124 $ — $ 2,221 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The Company records its quarterly income tax expense by utilizing an estimated annual effective tax rate applied to its period to date earnings as adjusted for any discret e items arising during the quarter. The tax effect for discrete items are recorded in the period in which they occur. The Company recorded $ 368,000 and $ 4,000 income tax expense for the three months ended September 30, 2021 and 2020. The Company recorded $ 432,000 and $ 4,000 income ta x expense for the nine months ended September 30, 2021 and 2020. The Company continues to maintain a full valuation allowance against its deferred tax assets consistent with prior periods. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 14. Net Loss Per Share Basic and diluted net loss per share attributable to ATAI stockholders were calculated as follows (in thousands, except share and per share data): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Numerator: Net loss $ ( 31,642 ) $ ( 83,194 ) $ ( 80,971 ) $ ( 84,270 ) Net income (loss) attributable to redeemable ( 484 ) 1 ( 2,040 ) ( 1,021 ) Net income attributable to ATAI Life Sciences $ ( 31,158 ) $ ( 83,195 ) $ ( 78,931 ) $ ( 83,249 ) Denominator: Weighted average common shares outstanding 151,130,212 90,709,312 134,334,685 90,709,312 Net income per share attributable to ATAI Life $ ( 0.21 ) $ ( 0.92 ) $ ( 0.59 ) $ ( 0.92 ) HSOP Shares issued to the Partnership and allocated to the HSOP Options holders are not considered outstanding for accounting purposes and not included in the calculation of basic weighted average common shares outstanding in the table above because the HSOP Option holders have a forfeitable right to distributions until the HSOP Options vest and are exercised, at which time the right becomes nonforfeitable. The following also represents maximum amount of outstanding shares of potentially dilutive securities were excluded from the computation of diluted net income (loss) per share attributable to common shareholders for the periods presented because including them would have been antidilutive: Poten tially dilutive securities to the Company’s common shares: As of September 30, 2021 2020 Options to purchase common stock 24,692,224 11,675,328 HSOP options to purchase common stock 7,148,624 — 2020 Convertible Promissory Notes (Note 11) — 8,961,549 2018 Convertible Promissory Notes - Related Parties (Note 11) 11,161,824 2,560,000 43,002,672 23,196,877 In September 2021, several inv estors elected to convert their 2018 Convertible Notes into shares of ATAI Life Sciences N.V. The remaining 2018 Convertible Notes would be issuable upon the exercise of conversion rights of convertible note holders for 697,614 shares of common stock of ATAI Life Sciences AG, respectively. Upon conversion, it is expected that the remaining 2018 Convertible Notes would be exchanged on a one-for-sixteen basis for shares of ATAI Life Sciences N.V. which is reflected in the table above. See Note 10 for additional discussion. The 2020 Convertible Notes conv erted into 8,773,056 o f shares of the Company’s common stock in November 2020 in connection with a qualified financing transaction, and therefore these shares were not included as of September 30, 2021 in the table above. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Research and Development Agreements The Company may enter into contracts in the normal course of business with clinical research organizations for clinical trials, with contract manufacturing organizations for clinical supplies and with other vendors for preclinical studies, supplies and other services and products for operating purposes. Indemnification In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, lessors, business partners, board members, officers and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company, negligence or willful misconduct of the Company, violations of law by the Company, or intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon the Company to provide indemnification under such agreements, and thus, there are no claims that the Company is aware of that could have a material effect on the Company’s consolidated financial statements. The Company also maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify the Company’s directors. To date, the Company has not incurred any material costs and has not accrued any liabilities in the consolidated financial statements as a result of these provisions. Contingencies From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company is unable to predict the outcome of these matters or the ultimate legal and financial liability, and at this time cannot reasonably estimate the possible loss or range of loss and accordingly has not accrued a related liability. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. The Company currently believes that the outcome of these legal proceedings, either individually or in the aggregate, will not have a material effect on its consolidated financial position, results of operations or cash flows. |
License Agreements
License Agreements | 9 Months Ended |
Sep. 30, 2021 | |
License Agreements [Abstract] | |
License Agreements | 16. License Agreements Otsuka License and Collaboration Agreement On March 11, 2021, the Company entered into a license and collaboration agreement (the “Otsuka Agreement”) with Otsuka under which the Company granted exclusive rights to Otsuka to develop and commercialize products containing arketamine, known as PCN-101, in Japan for the treatment of any depression, including treatment-resistant depression, or major depressive disorder or any of their related symptoms or conditions. Under the terms of the Otsuka Agreement, Otsuka received an exclusive right to develop and commercialize products containing PCN-101 in Japan at its own cost and expense. The Company retained all rights to PCN-101 outside of Japan. Otsuka owed the Company an upfront, non-refundable payment of $ 20.0 million as of the execution of the Otsuka Agreement. The Company is also entitled to receive aggregate payments of up to $ 35.0 million if certain development and regulatory milestones are achieved for the current or a new intravenous formulation of a product and up to $ 66.0 million in commercial milestones upon the achievement of certain commercial sales thresholds. Otsuka is obligated to pay the Company a tiered, double-digit royalties on net sales of products containing PCN-101 in Japan, subject to reduction in certain circumstances. The Otsuka Agreement will expire upon the fulfillment of Otsuka’s royalty obligations on a product-by-product basis. Otsuka shall have the right to terminate this agreement in its entirety for convenience at any time (a) on ninety (90) days’ prior written notice to Perception if such notice is given before the first regulatory approval of the first licensed product in the Otsuka territory, or (b) on one hundred and eighty (180) days’ prior written notice to Perception if such notice is given on or after the first regulatory approval of the first licensed product in the Otsuka territory. The Otsuka Agreement may be terminated in its entirety at any time during the term upon written notice by either party if the other party is in material breach of its obligations and has not cured such breach within thirty (30) days in the case of a payment breach, or within ninety (90) days in the case of all other breaches. The Company first assessed the Otsuka Agreement under ASC 808 to determine whether the Otsuka Agreement or units of accounts within the Otsuka Agreement represent a collaborative arrangement based on the risks and rewards and activities of the parties. The Company concluded that Otsuka is a customer in the context of the Otsuka Agreement and the units of account are within the scope of ASC 606. The Company determined that the combined promise of the exclusive license to PCN-101 and non-exclusive license to conduct clinical trials in Asia are a single performance obligation. The Company determined that the option rights for CMC study data, additional research services and development supply do not represent material rights to Otsuka as these options were issued at standalone selling prices. As such, they are not performance obligations at the outset of the arrangement. Based on this assessment, the Company concluded three performance obligations exists at the outset of the Otsuka Agreement: (i) the exclusive license to PCN-101 and exclusive license to conduct clinical trials in Japan, (ii) Global Requested Ongoing Clinical Studies and (iii) Global Ongoing Clinical Studies. The Company determined that the upfront payment of $ 20.0 million constitutes the transaction price at the outset of the Otsuka Agreement. Future potential milestone payments were fully constrained as the risk of significant revenue reversal related to these amounts has not yet been resolved. The achievement of the future potential milestones is not within the Company’s control and is subject to certain research and development success or regulatory approvals and therefore carry significant uncertainty. The Company will reevaluate the likelihood of achieving future milestones at the end of each reporting period. As all performance obligations have been satisfied if the risk of significant revenue reversal is resolved, any future milestone revenue from the arrangement will be added to the transaction price (and thereby recognized as revenue) in the period the risk is resolved. For the three and nine months ended September 30, 2021, there have been no additional milestones achieved under the Otsuka Agreement, except for the upfront transfer of the license. The Company satisfied the performance obligation related to the license upon delivery of the license and recognized the amount of $ 19.7 million allocated to the license as license revenue during the nine months ended September 30, 2021. Additionally, the Company recognized revenues of $ 0.4 million related to certain research and development services during the nine months ended September 30, 2021. As of September 30, 2021, the Company had current deferred revenue of $ 0.2 million due to certain research and development services under the Otsuka Agreement which will be recognized over time as the respective study results are delivered. Accelerate License Agreement On April 27, 2021, Psyber entered into a license arrangement with Accelerate Technologies Pte. Ltd. (“Accelerate”), whereby Accelerate grants Psyber non-exclusive rights to license and use the technology to commercialize of Psyber’s BCI-enabled companion digital therapeutics in United States of America, Singapore, Member Countries of the European Union, Canada, Australia and New Zealand as a potential treatment for mental health and behavior change, such as substance use disorders including opioid use disorder, mood and anxiety disorders including post-traumatic stress disorder, and treatment-resistant depression. Psyber will pay Accelerate an upfront payment of $ 0.1 million, up to $ 0.3 million upon the achievement of certain clinical and sale milestones, and low to mid single digit royalty payments based on net sales. Columbia Stock Purchase and License Agreement In June 2020, Kures entered into a license agreement with Columbia, pursuant to which, Kures obtained an exclusive license under certain patents and technical information to discover, develop, manufacture, use and commercialize such patents or other products in all uses and applications (“Columbia IP”). In addition, in consideration for the rights to the Columbia IP, Kures entered into a Stock Purchase Agreement (the “SPA”) with Columbia in contemplation of the license agreement. Pursuant to the SPA, Kures issued to Columbia certain shares of the Kures’ capital stock, representing 5 % of Kures common stock on a fully diluted basis, in accordance with the terms and conditions of the SPA. Kures can, from time to time, issue to Columbia additional shares of Kures’ common stock, at a per share price equal to the then fair market value of each such share. The antidilution protection provision shall be maintained up to and through the achievement of certain milestone events. At the acquisition date, the Company recorded the fair value of the shares of Kures common stock issued to Columbia of $ 0.1 million to Company’s additional-paid-in-capital and a debit to research and development expense for the corresponding acquired in-process research and development as it had no alternative future use at the time of the acquisition. In addition, Kures is obligated to pay tiered royalties ranging in the low to mid-single-digit percentage based on net sales of products licensed under the agreement. If Kures receives revenue from sublicensing any of its rights under the agreement, Kures is also obligated to pay a portion of that revenue to Columbia. Starting from the fourth anniversary of the effective date of the Kures License Agreement, Kures is obligated to pay Columbia annual license fees ranging from $ 10,000 to $ 0.1 million, creditable against royalties. Kures is also obligated to make milestone payments aggregating up to $ 15.5 million upon the achievement of certain clinical or regulatory and sales-based milestones for the first indication for each of the licensed product and up to $ 7.3 million for each subsequent indication for each of such products. In addition, Kures is obligated to pay Columbia a portion of the non-royalty sublicense payments it receives from a third party receiving a sublicense to practice the rights licensed to Kures under the license agreement, ranging from a low teen to low double-digit percentage. Kures has the right to terminate the Columbia agreement for any reason upon a 90 -day notice and if Columbia materially breaches the agreement and fails to remedy any such default. Columbia has the right to terminate the Columbia agreement if Kures declares bankruptcy, becomes insolvent or otherwise materially breaches the agreement and fails to remedy any such default within specified cure periods. Such termination does not preclude Columbia’s rights to any milestone payments, royalties, and other payments described above. The Columbia agreement will remain in effect until terminated by the parties according to their rights. During the three and nine months ended September 31, 2021 and 2020, respectively, the Company made no material payments in connection with the Columbia agreement. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. Related Party Transactions ATAI Formation In connection with the formation of ATAI in 2018, the Company entered into a series of transactions with its shareholders, Apeiron, Galaxy Group Investments LLC. (“Galaxy”) and HCS Beteiligungsgesellschaft mbH (“HCS”) whereby these shareholders contributed their investments in COMPASS, Innoplexus and Juvenesce nce to the Company in exchange for ATAI’s common stock of equivalent value. Apeiron is the family office of the Company’s founder who owns 19.0 % and 21.7 % of the outstanding common stock in the Company as of September 30, 2021 and December 31, 2020, respectively. Galaxy is a NYC-based multi-strategy investment firm that owns 6.8 % and 8 % of the outstanding common stock in the Company as of September 30, 2021 and December 31, 2020, respectively. HCS is a German venture capital firm that owns 3.6 % and 6 % of the outstanding common stock in the Company as of September 30, 2021 and December 31, 2020, respectively. Convertible Note Agreements with Perception In March 2020, Perception entered into the Perception Note Purchase Agreement with the Company and other investors, including related parties, which provided for the issuance of convertible notes of up to $ 3.9 million, among which Perception issued convertible notes in the aggregate principal amount of $ 3.3 million to the Company and $ 0.3 million to Sonia Weiss Pick and Family, and $ 0.3 million to other investors. In addition, in December 2020, Perception entered into the Perception December 2020 Convertible Note Agreement with the Company and other investors, including related parties, which provided for the issuance of convertible notes of up to $ 12.0 million in two tranches. Under the First Tranche Funding of $ 7.0 million, Perception issued an aggregate principal amount of $ 5.8 million to the Company and $ 0.4 million to other investors as of December 31, 2020 and $ 0.2 million to Apeiron, $ 0.5 million to Sonia Weiss Pick and Family, and $ 0.1 million to other investors in January 2021. Under the Second Tranche Funding of $ 5.0 million, Perception issued an aggregate of $ 4.2 million to the Company, $ 0.2 million to Apeiron, $ 0.3 million to Sonia Weiss Pick and Family, and $ 0.4 million to other investors. On June 10, 2021, the Company received $ 20.0 million pursuant to the Otsuka Agreement. Upon receipt of the proceeds, the Perception Convertible Notes automatically converted into Series A preferred stock pursuant to their original terms. Sonia Weiss Pick and Family and Aperion received 440,415 shares and 27,809 shares of Perception Series A preferred stock, respectively, upon conversion of the Perception Convertible Notes. The conversion of the Perception December 2020 Notes was accounted for an extinguishment. The March 2020 Notes were accounted for as a conversion. These transactions are further described in Note 10. Common Stock In January 2021, pursuant to an additional closing from the common stock issuance in November and December 2020, the Company issued and sold 2,133,328 shares of common stock to Apeiron at the same issuance price, for cash proceeds of $ 12.2 million. In March 2021, in connection with the Company’s issuance of 13,419,360 shares of common stock, at a price of € 9.69 or $ 11.71 per share, the Company issued common shares to Apeiron for a total purchase price of $ 14.5 million, and issued common shares to Presight II, L.P. for a total purchase price of $ 13.9 million (See Note 11 ). Apeiron is the co-managing member of the general partner of Presight II, L.P. Directed Share Program In connection with ATAI's initial public offering, the underwriters reserved 27 % of the common shares for sale at the initial offering price to the Company's managing directors, supervisory directors and certain other parties. Apeiron participated in the program and purchased $ 10.5 million of common stock Consulting Agreement with Mr. Angermayer In January 2021, the Company entered into a consulting agreement, (the “Consulting Agreement”), with Mr. Angermayer, one of the Company’s co-founders and supervisory director. Apeiron is the family office and merchant banking business of Mr. Angermayer. Pursuant to the Consulting Agreement, Mr. Angermayer agreed to render services to the Company on business and financing strategies in exchange for 624,000 shares under the 2020 Incentive Plan upon achievement of certain performance targets. The Consulting Agreement expires on March 31, 2024. As a result of this agreement, for the three and nine months ended September 30, 2021, the Company record ed $ 0.2 million and $ 0.5 million, respectively of stock-based compensation included in general and administrative expense in its condensed consolidated statement of operations. The Company also recorded an immaterial amount of general and administrative expense in its condensed consolidated statements of operations for the three and nine months ended September 30, 2021 in connection with Mr. Angermayer's service as the Chairman of the supervisory board. Related Party Receivable In February 2021, the Company advanced $ 0.8 million to a member of the management team to cover the personal payroll and income taxes on their taxable income from the exercise of stock options. This receivable was repaid in May 2021. |
Defined Contribution Plan
Defined Contribution Plan | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | 18. Defined Contribution Plan The Company has a defined contribution retirement savings plan under Section 401(k) of the Internal Revenue Code. This plan allows eligible employees to defer a portion of their annual compensation The Company made an immaterial amount of 401(k) contributions for the three months and nine months ended September 30, 2021 and 2020, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events Purchase of PsyProtix Preferred Stock In October 2021, pursuant to the PsyProtix Purchase Agreement, the Company purchased additional Series A preferred shares for an aggregate cost of approximately $ 0.5 million based on the achievement of certain development milestones. Conversion of 2018 Convertible Notes In October 2021, a noteholder elected to convert their convertible promissory notes into shares of ATAI Life Sciences N.V. The investor paid € 17.00 per share for the aggregate amount of € 0.7 million or $ 0.8 million in order to convert their convertible promissory notes into ATAI Life Sciences AG common shares, which was in accordance with the original terms of the 2018 Convertible Note Agreements. DemeRx IB Promissory Note In November 2021, pursuant to the DemeRx IB Promissory Note Agreement, the Company issued an installment payment of approximately $ 5.0 million based on the achievement of certain development milestones. Purchase of InnarisBio Preferred Stock In November 2021, pursuant to the InnarisBio Purchase Agreement, the Company purchased additional Series A preferred shares for an aggregate cost of approximately $ 1.2 million based on the achievement of certain development milestones. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements, which include the accounts of ATAI, its wholly owned subsidiaries and controlled entities, are presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with such rules and regulations. All intercompany transactions and accounts have been eliminated in consolidation. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the Company’s financial position, its results of operations and comprehensive loss, and its cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other future annual or interim period. Subsequ ent to the issuance of the unaudited condensed consolidated financial statements for the quarter ended June 30, 2021, management determined there was a typographical error on the face of the Condensed Consolidated Statements of Redeemable Noncontrolling Interests and Stockholders’ Equity (Deficit) for the six months ended June 30, 2021 whereby the total previously reported Stockholders’ Equity (Deficit) of $ 497.0 million should have been reported as $ 484.9 million. The accompanying unaudited Condensed Consolidated Statements of Redeemable Noncontrolling Interests and Stockholders’ Equity (Deficit) for the nine months ended September 30, 2021 has been revised to corr ect this immaterial typographical error. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the prospectus dated June 17, 2021 (“Prospectus”) that forms a part of the Company’s Registration Statements on Form S-1 (File Nos. 333-255383 and 333-257184), as filed with the SEC pursuant to Rule 424(b)(4) promulgated under the Securities Act of 1933, as amended. Significant Accounting Policies During the nine months ended September 30, 2021, there were no significant changes to the Company’s significant accounting policies as described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020 except as described below. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to the fair value of the Company’s short term notes receivable—related party with COMPASS Pathways plc, investment in Intelgenx Technologies Corp. ( “ IntelGenx ” ), warrant liability with Neuronasal Inc., convertible promissory notes issued in connection with the 2020 convertible note agreement (the “2020 Convertible Notes”), contingent consideration liability—related parties, derivative liability associated with the Perception convertible promissory notes, in-process research and development assets (“IPRD”), redeemable noncontrolling interests and noncontrolling interests recognized in acquisitions, the valuations of common shares prior to IPO and share-based awards, and accruals for research and development costs. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. Actual results may differ from those estimates or assumptions. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. As of September 30, 2021 and December 31, 2020, cash and cash equivalents consisted of cash on deposit and cash held in high-yield savings accounts and money market funds. |
Fair Value Measurements | Fair Value Measurements Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s contingent consideration liability—related parties, the 2020 Convertible Notes, derivative liability associated with the Perception convertible promissory note s, investment in common shares of IntelGenx, IntelGenx Initial Warrants and Additional Units Warrant, and warrant liability with Neuronasal Inc. are carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above (See Note 7). The IntelGenx common stock is carried at fair value, determined according to Level 2 inputs in the fair value hierarchy above. The carrying amount reflected in the accompanying consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values, due to their short-term nature. The carrying amounts of the Company’ s remaining outstanding convertible promissory notes—related parties issued in 2018 and 2020 (collectively, the “2018 Convertible Notes”) do not approximate fair value because the fair value is driven by the underlying value of the Company’s common stock into which the notes are to be converted. As of September 30, 2021, the carrying amount and fair value amount of the 2018 Convertible Notes was $ 0.8 million and $ 152.9 million, respectively. As of December 31, 2020, the carrying amount and fair value amount of the 2018 Convertible Notes was $ 1.2 million and $ 76.7 million, respectively. In September 2021, several noteholders of the 2018 Convertible Notes elected to convert their promissory notes into shares of the Company's common stock. See Note 10 for additional discussion. The carrying amounts of the Perception convertible promissory notes issued during 2020, do not approximate fair value because carrying amounts are net of unamortized debt discounts and bifurcated derivative liabilities. The fair value of the Perception convertible promissory notes was determined based on the changes in expectation and increase in probability of occurrence of certain conversion events, including a qualified equity financing and a licensing transaction, that would have beneficial conversion terms for the note holders. In June 2021, the Perception convertible promissory notes converted into shares of Series A preferred stock of Perception pursuant to their original terms. As of September 30, 2021, there were no Perception convertible promissory notes outstanding. As of December 31, 2020, the carrying amount and fair value amount for Perception convertible promissory notes was $ 0.8 million and $ 4.6 million, respectively. See Note 10 for additional discussion. |
Fair Value Option | Fair Value Option As permitted under Accounting Standards Codification 825, Financial Instruments, or ASC 825, the Company has elected the fair value option to account for its investment in common shares of IntelGenx, which otherwise would be subject to ASC 323. In accordance with ASC 825, the Company records this investment at fair value under the Other investments held at fair value in the Company's consolidated balance sheets. Changes in fair value are recorded subsequently at each reporting date as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. The Company has also elected the fair value option to account for its short term notes receivable—related party with COMPASS Pathways plc and the 2020 Convertible Notes. In accordance with ASC 825, the Company records the short term notes receivable - related party with COMPASS Pathways plc and the 2020 Convertible Notes at fair value with changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations. The 2020 Convertible Notes converted into common shares of ATAI in November 2020. The short term notes receivable—related party with COMPASS Pathways plc converted into American Depository Shares in September 2020. |
Convertible Promissory Notes and Derivative Instruments | Convertible Promissory Notes and Derivative Instruments The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company evaluates all of its financial instruments, including convertible promissory notes, to determine if such instruments contain features that meet the definition of embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the consolidated statements of operations at each reporting period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s consolidated balance sheets. On March 16, 2020, Perception entered into a convertible promissory note agreement with the Company and other investors, including related parties, which provided for the issuance of convertible notes of $ 3.3 million to the Company and $ 0.6 million to other investors. On December 1, 2020, Perception entered into an additional convertible promissory note agreement with the Company and other investors, including related parties, which provided for the issuance of convertible notes of up to $ 12.0 million to the Company in aggregate of which (i) $ 6.2 million and $ 0.8 million were issued in December 2020 and January 2021, respectively, under the First Tranche Funding and (ii) $ 5.0 million was issued under the Second Tranche Funding in May 2021 (See Note 10). The Perception convertible promissory notes issued to the Company represent intercompany debt and are eliminated upon consolidation. In addition, the Perception convertible promissory notes contain certain embedded features, which are redemption features and meet the definition of derivative instruments. The Company classifies these instruments as a liability on its consolidated balance sheets as the redemption features involve substantial discounts, provide for the accelerated repayment of the notes upon the occurrence of specified events, and are not clearly and closely related to its host instrument. The derivative liability was initially recorded at fair value upon issuance of the convertible promissory notes and is subsequently remeasured to fair value at each reporting date. Both the Perception convertible promissory notes and the derivative liability have been classified as long-term and presented as convertible promissory notes and derivative liability in the Company’s consolidated balance sheets. Changes in the fair value of the derivative asset and liability are recognized as a component of other income (expense), net in the consolidated statements of operations. Changes in the fair value of the derivative asset and liability were recognized until the convertible promissory notes converted in June 2021. As such, the derivative and asset liability balance is $ 0 as of September 30, 2021. |
Warrant Liability | Warrant Liability The Company accounts for its warrant liabilities in accordance with the guidance contained in ASC 815-40 under which the warrants do not meet the criteria for equity treatment and therefore must be recorded as liabilities. Warrants are included in other liabilities in the consolidated balance sheet. The warrants are recorded at fair value and subsequently remeasured to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized as a component of other income (expense), net in the consolidated statements of operations. |
Licenses of Intellectual Property | Licenses of Intellectual Property The Company may enter into collaboration and licensing arrangements for research and development, manufacturing, and commercialization activities with counterparties for the development and commercialization of its product candidates. The agreements may have units of account within the scope of ASC 606 where the counterparties meet the definition of a customer as well as units of account within the scope of ASC 808 where both parties are determined to be active participants. The arrangements may contain multiple components, which may include (i) licenses, or options to obtain licenses to the Company’s intellectual property or sale of the Company’s license, (ii) research and development activities, (iii) participation on joint steering committees, and (iv) the manufacturing of commercial, clinical or preclinical material. Payments pursuant to these arrangements may include non-refundable, upfront payments, milestone payments upon the achievement of significant development events, research and development reimbursements, sales milestones, and royalties on product sales. The amount of variable consideration is constrained until it is probable that the revenue is not at a significant risk of reversal in a future period. The contracts into which the Company enters generally do not include significant financing components. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its collaboration and license agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract within the scope of ASC 606; (ii) determination of whether the promised goods or services are performance obligations including whether they are capable of being distinct and distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for these arrangements, the Company must use significant judgment to determine: a) the number of performance obligations based on the determination under step (ii) above; b) the transaction price under step (iii) above; c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above; and d) the measure of progress in step (v) above. The Company uses judgment to determine whether milestones or other variable consideration, except for sales-based milestones and royalties on license arrangements, should be included in the transaction price as described further below. If a license to the Company’s intellectual property is determined to be distinct from the other promises or performance obligations identified in the arrangement, the Company recognizes revenue from consideration allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. In assessing whether a promise or performance obligation is distinct from the other elements, the Company considers factors such as the research, development, manufacturing and commercialization capabilities of the counterparties and the availability of its associated expertise in the general marketplace. In addition, the Company considers whether the counterparties can benefit from a promise for its intended purpose without the receipt of the remaining elements, whether the value of the promise is dependent on the unsatisfied promise, whether there are other vendors that could provide the remaining promise, and whether it is separately identifiable from the remaining promise. For licenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress as of each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The measure of progress, and thereby periods over which revenue should be recognized, is subject to estimates by management and may change over the course of the arrangement. Such a change could have a material impact on the amount of revenue the Company records in future periods. Customer Options: If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services such as research and development services or manufacturing services, the goods and services underlying the customer options are not considered to be performance obligations at the inception of the arrangement unless a material right is provided to the customer. If the customer option does not represent a material right, the obligation to provide such goods and services is contingent on exercise of the option, and the associated consideration is not included in the transaction price. If a customer option is determined to include a significant and incremental discount and, therefore, represents a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on the relative standalone selling price. Milestone Payments: At the inception of each arrangement that includes milestone payments, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most-likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the respective milestone in making this assessment. There is considerable judgment involved in determining whether it is probable that a significant revenue reversal would not occur. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Royalties: For license arrangements that include sales-based royalties, including milestone payments based on a level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for all stock-based payment awards granted to employees, directors and non-employees as stock-based compensation expense based on their grant date fair value. The Company grants equity awards under its stock-based compensation programs, which may include stock options and restricted common stock. The measurement date for employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the requisite service period, which is the vesting period, on a straight-line basis. Since the adoption of ASU 2018-07, the measurement date for non-employee awards is the date of grant, and stock-based compensation costs are recognized in the same period and in the same manner as if the entity had paid cash for the goods or services. Stock-based compensation expense is classified in the accompanying condensed consolidated statements of operations based on the function to which the related services are provided. The Company has elected to recognize forfeitures of stock-based compensation awards as they occur. The Company recognizes the compensation cost of awards subject to service-based and performance-based vesting conditions using the accelerated attribution method over the requisite service period if the performance- based vesting conditions are probable of being met. Recognition of compensation cost relating to awards that vest on a “Liquidity Event” (as defined in the award or Partnership agreements) will be deferred until the consummation of such transaction. The Company calculates the fair value of stock options granted using the Black-Scholes option-pricing model with the following assumptions: Expected Volatility —The Company estimated volatility for option grants by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the options’ expected life. Expected Term —The expected term of the Company’s options represents the period that the stock-based awards are expected to be outstanding. The Company has generally elected to use the “simplified method” by analogy for estimating the expected term of options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. Risk-Free Interest Rate —The risk-free interest rate is based on the implied yield with an equivalent expected term at the grant date. Dividend Yield —The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero. As part of the valuation of stock-based compensation under the Black-Scholes option pricing model, it is necessary for the Company to use the fair value of its common stock as a valuation input. Prior to the closing of the IPO, the fair value of the Company’s common stock was estimated on each grant date. Given the absence of a public trading market, and in accordance with the American Institute of Certified Public Accountants’ Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, the Company exercised reasonable judgment and considered numerous objective and subjective factors to determine its best estimate of the fair value of its common stock. The estimation of the fair value of the common stock considered factors including the following: the estimated present value of the Company’s future cash flows; the Company’s business, financial condition and results of operations; the Company’s forecasted operating performance; the illiquid nature of the Company’s common stock; industry information such as market size and growth; market capitalization of comparable companies and the estimated value of transactions such companies have engaged in; and macroeconomic conditions. After the clo sing of the IPO, the Company’s board of directors determined the fair value of each share of common stock underlying stock-based awards based on the closing price of the Company’s common stock as reported by Nasdaq on the date of grant. |
Net Income (Loss) per Share Attributable to Common Stockholders | Net Income (Loss) per Share Attributable to Common Stockholders The Company computed basic net income (loss) per share attributable to common stockholders by dividing net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net income (loss) per common share after giving consideration to all potentially dilutive common stock, including convertible notes and stock options, outstanding during the period determined using the if-converted and treasury-stock methods, respectively, except where the effect of including such securities would be antidilutive. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815—40) ” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for the Company for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years, with early adoption permitted. The Company early adopted this standard on January 1, 2021 applying the modified retrospective transition approach. Upon adoption of ASU 2020-06, the embedded conversion option related to the 2018 Convertible Notes is no longer separated from the host contract and recognized within additional paid-in-capital and is instead accounted for as a single liability measured at amortized cost within convertible promissory notes—related parties in the condensed consolidated balance sheets. Therefore, the unamortized debt discount of $ 8,000 was eliminated. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” or ASU No. 2016-02, which is a comprehensive new lease standard that amends various aspects of existing accounting guidance for leases. The ASU will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. For public entities, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018. As a result of the Company having elected the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act, ASU 2016-02 is effective for the Company beginning after December 15, 2021. Early adoption is permitted. In July 2018, the FASB issued ASU 2018-11 Leases – Targeted Improvements, or ASU 2018-11, intended to ease the implementation of the new lease standard for financial statement preparers by, among other things, allowing for an additional transition method. In lieu of presenting transition requirements to comparative periods, as previously required, an entity may now elect to show a cumulative effect adjustment on the date of adoption without the requirement to recast prior period financial statements or disclosures presented in accordance with ASU 2016-02. The Company is continuing to evaluate developments within the new lease guidance and is finalizing its evaluation of its existing population of contracts to ensure all contracts that meet the definition of a lease contract under the new standard are identified. The Company is currently evaluating the impact of adopting this guidance on the Company’s consolidated financial statements and expects that its operating lease commitments will be subject to the new standard and recognized as right-of-use assets and operating lease liabilities upon adoption of this standard, which will increase the total assets and total liabilities that it reports relative to such amounts presented prior to adoption. |
Variable Interest Entities an_2
Variable Interest Entities and a Voting Interest Entity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Primary Beneficiary for VIEs Consolidated Under the VIE Model | As of September 30, 2021 and December 31, 2020, the Company has accounted for the following investments as VIEs, excluding the wholly owned subsidiaries: Consolidated Entities Relationship as of Relationship as of Date Ownership % Ownership % Perception Neuroscience Holdings, Inc. Controlled VIE Controlled VIE November 2018 58.9 % 50.1 % Kures, Inc. Controlled VIE Controlled VIE August 2019 54.1 % 54.1 % EntheogeniX Biosciences, Inc. Controlled VIE Controlled VIE November 2019 80.0 % 80.0 % DemeRx IB, Inc. Controlled VIE Controlled VIE December 2019 59.5 % 59.5 % Recognify Life Sciences, Inc. Controlled VIE Controlled VIE November 2020 51.9 % 51.9 % PsyProtix, Inc. Controlled VIE — February 2021 75.0 % — Psyber, Inc. Controlled VIE — February 2021 75.0 % — InnarisBio, Inc. Controlled VIE — March 2021 82.0 % — Neuronasal, Inc. Controlled VIE Investment May 2021 56.5 % 37.2 % |
Summary of the Assets and Liabilities for all Consolidated VIEs | The following table presents the assets and liabilities (excluding intercompany balances that were eliminated in consolidation) for all VIEs as of September 30, 2021 (in thousands): Perception Kures EntheogeniX DemeRx IB Recognify PsyProtix Psyber InnarisBio Neuronasal Assets: Current assets: Cash $ 24,632 $ 1,414 $ 435 $ 4,371 $ 1,028 $ 36 $ 674 $ 435 $ 339 Unbilled receivable 326 — — — — — — — — Prepaid expenses and other 1,205 2 — 133 9 1 — 99 783 Total current assets 26,163 1,416 435 4,504 1,037 37 674 534 1,122 Property and equipment, net 2 — — — — — — — — Long term notes receivable — — — 1,075 — 103 — — — Total assets $ 26,165 $ 1,416 $ 435 $ 5,579 $ 1,037 $ 140 $ 674 $ 534 $ 1,122 Liabilities: Current liabilities: Accounts payable $ 281 $ 217 $ 53 $ 310 $ 49 $ — $ 4 $ 6 $ 514 Accrued liabilities 904 638 7 112 245 23 18 — 576 Deferred revenue 180 — — — — — — — — Total current liabilities 1,365 855 60 422 294 23 22 6 1,090 Contingent consideration liability 1,830 — — — — — — 117 — Other non-current liabilities — — — — — — — — 336 Total liabilities $ 3,195 $ 855 $ 60 $ 422 $ 294 $ 23 $ 22 $ 123 $ 1,426 The following table presents the assets and liabilities (excluding intercompany balances that were eliminated in consolidation) for all consolidated VIEs as of December 31, 2020 (in thousands): Perception Kures EntheogeniX DemeRx IB Recognify Assets: Current assets: Cash $ 6,527 $ 1,264 $ 652 $ 7,252 $ 1,895 Prepaid expenses and other current assets 768 124 — 193 44 Total current assets 7,295 1,388 652 7,445 1,939 Property and equipment, net 4 — — — — Long term notes receivable — — — 1,060 — Total assets $ 7,299 $ 1,388 $ 652 $ 8,505 $ 1,939 Liabilities: Current liabilities: Accounts payable $ 564 $ 220 $ 35 $ 230 $ 64 Accrued liabilities 297 229 11 92 66 Total current liabilities 861 449 46 322 130 Convertible promissory notes and derivative liability 978 — — — — Contingent consideration liability 1,705 — — — — — — — Total liabilities $ 3,544 $ 449 $ 46 $ 322 $ 130 |
Schedule of Non Controlling Interest Recognized to Its Consolidated VIEs Roll Forward | The Company recognizes noncontrolling interests related to its consolidated VIEs and provides a rollforward of the noncontrolling interests balance, as follows (in thousands): Perception Recognify Psyber InnarisBio Neuronasal Total Balance as of December 31, 2020 $ — $ 4,546 $ — $ — $ — $ 4,546 Issuance of noncontrolling interests — — 8 877 — 885 Net income (loss) attributable to noncontrolling 1,755 — ( 8 ) ( 877 ) — 870 Net income (loss) attributable to noncontrolling 2,608 ( 122 ) — — — 2,486 Comprehensive loss attributable to noncontrolling ( 184 ) — — — — ( 184 ) Balance as of March 31, 2021 $ 4,179 $ 4,424 $ — $ — $ — $ 8,603 Issuance of noncontrolling interests 3,257 — — — 392 3,649 Net income (loss) attributable to noncontrolling ( 1,755 ) ( 217 ) — — ( 392 ) ( 2,364 ) Net income (loss) attributable to noncontrolling 7 — — — — 7 Comprehensive loss attributable to noncontrolling 150 — — — — 150 Balance as of June 30, 2021 $ 5,838 $ 4,207 $ — $ — $ — $ 10,045 Issuance of noncontrolling interests — — — — — — Net income (loss) attributable to noncontrolling — — — — — — Net income (loss) attributable to noncontrolling ( 287 ) ( 196 ) — — — ( 483 ) Comprehensive loss attributable to noncontrolling 12 — — — — 12 Balance as of September 30, 2021 $ 5,563 $ 4,011 $ — $ — $ — $ 9,574 Perception Kures Total Balance as of December 31, 2019 $ 487 $ 400 $ 887 Issuance of noncontrolling interests — — — Repurchase of noncontrolling interest — — — Net loss attributable to noncontrolling interests - common — — — Net loss attributable to noncontrolling interests - preferred ( 297 ) ( 92 ) ( 389 ) Comprehensive loss attributable to noncontrolling interests 13 — 13 Balance as of March 31, 2020 $ 203 $ 308 $ 511 Issuance of noncontrolling interests — — — Repurchase of noncontrolling interest — — — Net loss attributable to noncontrolling interests - common — — — Net loss attributable to noncontrolling interests - preferred ( 183 ) ( 308 ) ( 491 ) Comprehensive loss attributable to noncontrolling interests ( 20 ) — ( 20 ) Balance as of June 30, 2020 $ — $ — $ — Issuance of noncontrolling interests — — — Repurchase of noncontrolling interest — — — Net loss attributable to noncontrolling interests - common — — — Net loss attributable to noncontrolling interests - preferred 1 — 1 Comprehensive loss attributable to noncontrolling interests ( 1 ) — ( 1 ) Balance as of September 30, 2020 $ — $ — $ — |
Schedule of Roll Forward of the Redeemable Noncontrolling Interests Balance | The following table provides a rollforward of the redeemable noncontrolling interests balance (in thousands): Neuronasal Total Balance as of December 31, 2020 $ — $ — Issuance of redeemable noncontrolling interests — — Net loss attributable to redeemable noncontrolling interests - — — Balance as of March 31, 2021 $ — $ — Issuance of redeemable noncontrolling interests 2,555 2,555 Net loss attributable to redeemable noncontrolling interests - ( 2,555 ) ( 2,555 ) Balance as of June 30, 2021 $ — $ — Issuance of redeemable noncontrolling interests — — Net loss attributable to redeemable noncontrolling interests - — — Balance as of September 30, 2021 $ — $ — Kures Total Balance as of December 31, 2019 $ 142 $ 142 Net loss attributable to redeemable noncontrolling interests - ( 33 ) ( 33 ) Balance as of March 31, 2020 $ 109 $ 109 Net loss attributable to redeemable noncontrolling interests - ( 109 ) ( 109 ) Balance as of June 30, 2020 $ — $ — Net loss attributable to redeemable noncontrolling interests - — — Balance as of September 30, 2020 $ — $ — |
Equity Method Investments and_2
Equity Method Investments and Other Investments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | As of September 30, 2021 and December 31, 2020, the Company accounted for the following investments in the investee’s common stock under the equity method (amounts in thousands): As of September 30, 2021 As of December 31, 2020 Date First Common Stock Carrying Common Stock Carrying Investee Acquired Ownership % Value Ownership % Value Innoplexus A.G. August 2018 35.0 % $ — 35.0 % $ — COMPASS Pathways plc (2) December 2018 19.4 % 15,086 22.1 % — GABA Therapeutics, Inc November 2020 7.5 % (1) — 7.5 % (1) — Neuronasal, Inc October 2020 n/a (3) — 9.8 % (1) — Total $ 15,086 $ — (1) The Company is deemed to have significant influence over this entity through its total ownership interest in the entity’s equity, including the Company’s investment in the respective entity’s preferred stock, described below in Other Investments. (2) Prior to the consummation of the COMPASS IPO in September 2020, COMPASS undertook a corporate reorganization. As part of the corporate reorganization, COMPASS became a wholly owned subsidiary of COMPASS Rx Limited. COMPASS Rx Limited was re-registered as a public limited company and renamed COMPASS Pathways plc. (3) Neuronasal common stock was accounted for under the equity method until the entity was consolidated on May 17, 2021 (See Note 3). |
Investment | As of September 30, 2021 and December 31, 2020, the carrying values of other investments, which consisted of investments in the investee’s preferred stock and common stock not in the scope of ASC 323 were as follows (in thousands): September 30, December 31, 2021 2020 GABA Therapeutics, Inc. $ 12,863 $ 5,519 DemeRx NB, Inc. 1,043 1,096 Juvenescence Limited 350 368 Neuronasal, Inc. — 1,061 Total $ 14,256 $ 8,044 |
Schedule Of Equity Method Investment Summarized Balance Sheet | The following is a summary of financial data for investments accounted for under the equity method of accounting (in thousands): Balance Sheets September 30, 2021 Compass Neuronasal (1) GABA Current assets $ 312,796 $ — $ 9,220 Non-current assets 1,947 — — Total assets $ 314,743 $ — $ 9,220 Current liabilities $ 9,323 $ — $ 748 Non-current liabilities — — — Total liabilities $ 9,323 $ — $ 748 December 31, 2020 Compass Neuronasal (1) GABA Current assets $ 202,404 $ 351 $ 3,302 Non-current assets 1,052 10 — Total assets $ 203,456 $ 361 $ 3,302 Current liabilities $ 6,895 $ 686 $ 430 Non-current liabilities — 48 — Total liabilities $ 6,895 $ 734 $ 430 |
Shedule Of Equity Method Investment Summarized Statement Of Operations | Statements of operations Three Months Ended September 30, 2021 Compass Neuronasal (1) GABA Revenue $ — $ — $ — Loss from continuing operations $ ( 21,768 ) $ — $ ( 1,730 ) Net loss $ ( 15,849 ) $ — $ ( 1,730 ) Three Months Ended September 30, 2020 Compass Neuronasal (1) GABA Revenue $ — $ — $ — Loss from continuing operations $ ( 13,482 ) $ ( 683 ) $ ( 346 ) Net loss $ ( 16,694 ) $ ( 683 ) $ ( 346 ) Nine Months Ended September 30, 2021 Compass Neuronasal (1) GABA Revenue $ — $ — $ — Loss from continuing operations $ ( 54,898 ) $ ( 985 ) $ ( 2,776 ) Net loss $ ( 46,092 ) $ ( 985 ) $ ( 2,776 ) Nine Months Ended September 30, 2020 Compass Neuronasal (1) GABA Revenue $ — $ — $ — Loss from continuing operations $ ( 39,874 ) $ ( 942 ) $ ( 2,169 ) Net loss $ ( 41,528 ) $ ( 942 ) $ ( 2,169 ) (1) Results from operations for Neuronasal are through May 17, 2021 at which point the entity is consolidated. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Fair Value Measurement on Recurring Basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation (in thousands): Fair Value Measurements as of September 30, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 371,187 $ — $ — $ 371,187 Other investment held at fair value — 2,618 4,198 6,816 $ 371,187 $ 2,618 $ 4,198 $ 378,003 Liabilities: Contingent consideration liability - related parties $ — $ — $ 1,997 $ 1,997 Warrant Liability — — 336 336 $ — $ — $ 2,333 $ 2,333 Fair Value Measurements as of December 31, 2020 Using: Level 1 Level 2 Level 3 Total Assets: $ — Liabilities: Contingent consideration liability - related parties $ — $ — $ 1,705 $ 1,705 Derivative liability — — 214 214 $ — $ — $ 1,919 $ 1,919 |
Summary of Fair Value Measurement on Recurring Basis, Unobservable Input Reconciliation | The following table provides a roll forward of the aggregate fair values of the Company’s financial instruments described above, for which fair value is determined using Level 3 inputs (in thousands): Other Contingent Derivative Warrant Balance as of December 31, 2020 $ — $ 1,705 $ 214 $ — Initial fair value of instrument — 101 304 — Change in fair value — ( 251 ) ( 41 ) — Balance as of March 31, 2021 $ — $ 1,555 $ 477 $ — Initial fair value of instrument 9,358 — 343 249 Change in fair value ( 4,720 ) 911 — 40 Extinguishment of liability — — ( 820 ) — Balance as of June 30, 2021 $ 4,638 $ 2,466 $ — $ 289 Initial fair value of instrument — — — — Change in fair value ( 440 ) ( 469 ) — 47 Balance as of September 30, 2021 $ 4,198 $ 1,997 $ — $ 336 Compass Notes Contingent 2020 Derivative Balance as of December 31, 2019 $ 8,244 $ 572 $ — $ — Initial fair value of instrument — — — 31 Issuance of notes payable — — 9,707 — Change in fair value 718 24 ( 1,127 ) — Foreign currency transaction adjustments 41 — ( 38 ) — Balance as of March 31, 2020 $ 9,003 $ 596 $ 8,542 $ 31 Initial fair value of instrument — — — 184 Issuance of notes payable — — 2,668 — Conversion of notes receivable ( 9,003 ) — — — Change in fair value — 42 1,260 — Foreign currency transaction adjustments — — 212 — Balance as of June 30, 2020 $ — $ 638 $ 12,682 $ 215 Initial fair value of instrument — — — — Issuance of notes payable — — 18,061 — Change in fair value — ( 86 ) 13,867 10 Foreign currency transaction adjustments — — 687 — Balance as of September 30, 2020 $ — $ 552 $ 45,297 $ 225 |
Initial Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The following table summarizes significant inputs that are included in the valuation of the Initial Warrants as of September 30, 2021: September 30, 2021 Value of Underlying $ 0.47 Exercise Price $ 0.35 Risk Free Rate 0.43 % Expected Term (in Years) 2.6 Expected Volatility 100 % Dividend Yield 0.00 % |
Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The following table summarizes significant unobservable inputs that are included in the valuation of the warrant lability as of September 30, 2021: September 30, 2021 Exercise Price $ 0.01 Stock Price $ 36.12 Dividend Yield 0.00 % Expected Term (in Years) 3.00 Risk-Free Interest Rate 0.53 % Expected Volatility 100 % |
Additional Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The following table summarizes significant observable and unobservable inputs that are included in the valuation of the Additional Units Warrant as of September 30, 2021: September 30, 2021 Tranche 1 Number Units 14,920,000 Tranche 2 Number Units 115,080,000 Additional Warrants Term (in years) 3.00 Additional Units Term (in Years) 2.62 Maximum Term (in Years) 5.62 Stock Price $ 0.47 Expected Volatility 100 % Warrant Strike $ 0.556 Unit Purchase Price 1st Year $ 0.331 Unit Purchase Price 2nd Year $ 0.50 Unit Purchase Price 3rd Year $ 0.75 Wfraction 0.68 Risk-Free Rate 1.08 % Dividend Yield 0.0 % Number of time-steps 500 |
Contingent Consideration Lability Related Parties [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The following table summarizes significant unobservable inputs that are included in the valuation of the Perception contingent consideration lability – related parties as of September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Weighted Weighted Valuation Technique Significant Unobservable Inputs Input Range Average Input Range Average Discounted cash flow Milestone contingent consideration: Discount rate 4.6 % 4.6 % 8.4 % to 14.1 % 9.4 % Projected milestone timing 3.25 years 3.25 years 4.0 to 4.3 years 4.1 years Probability of the milestone 51.9 % 51.9 % 10.5 % to 48.7 % 34.8 % Discounted cash flow Royalty contingent consideration: Discount rate for royalties 11.1 % - 15.6 % 15.0 % 12.0 % to 13.0 % 12.5 % Discount rate for royalties on milestones 2.9 % - 7.4 % 6.8 % 8.4 % 8.4 % Projected commercial revenue $ 271.7 to $ 1,461.4 N/A $ 77.5 to $ 3,542 N/A Projected clinical milestone revenue $ 6.0 to $ 43.0 N/A $ 6.0 to $ 30.0 N/A Timing of royalties on commercial revenue 7 years 7 years 7.8 to 8.5 years 8.1 years Timing of royalties on clinical milestone revenue 0.5 years 0.5 years 1.3 years 1.3 years Probability of success rate 26.5 % to 100.0 % 33.6 % 3.95 % to 100.0 % 12.6 % Probability of the close of the license transaction (1) N/A N/A 80.0 % 80.0 % (1) This input was used in fourth quarter of 2020 in relation to a potential license transaction that Perception had with a third-party pharmaceutical company. |
Two Thousand Twenty Convertible Note [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The following table summarizes significant unobservable inputs by valuation technique that are included in the valuation of the remaining outstanding 2020 Convertible Notes fr om the issuance date of the notes in January 2020 to September 30, 2020: September 30, 2020 Weighted Valuation Technique Significant Unobservable Inputs Input Range Average SBM Discount rate - 0.5 % to 7.2 % 0.8 % Expected term 0.1 to 1.0 years 0.5 years Probability scenarios: Conversion upon a financing event 50.0 % to 90.0 % 65.6 % OPM Risk free rate - 0.7 % to - 0.6 % ( 0.6 )% Volatility 70.0 % to 85.0 % 78.6 % Dividend yield 0 % 0 % |
Derivative [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The significant unobservable inputs that are included in the valuation of the derivative liability as of December 31, 2020 include: December 31, 2020 Weighted Significant Unobservable Inputs Input Range Average Discount rate 17.0 % 17.0 % Expected term 1 year 1 year Probability scenarios: Qualified financing transaction 20 % 20 % Licensing transaction 80 % 80 % |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of prepaid expenses and other current assets | Prepaid expenses consist of the following (in thousands): September 30, December 31, Prepaid research and development related expenses $ 3,070 $ 313 Research and development tax credit 1,105 556 Sales tax receivables 2,281 509 Prepaid insurance 4,634 144 Other 461 554 Total $ 11,551 $ 2,076 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Liabilities, Current [Abstract] | |
Summary of accrued liabilities | Accrued liabilities consist of the following (in thousands): September 30, 2021 December 31, 2020 Accrued accounting, legal, and other professional fees $ 3,690 $ 2,858 Taxes payable 5,927 997 Accrued external research and development expenses 1,388 347 Accrued payroll 1,930 1,098 Accrued advisory fees 132 3,819 Other liabilities 8 96 Total $ 13,075 $ 9,215 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of convertible promissory notes | Convertible promissory notes—related parties, net of discounts and deferred issuance costs, consisted of the following (in thousands): September 30, December 31, Convertible notes issued in November 2018 $ 174 $ 195 Convertible notes issued in October 2020 634 1,022 Unamortized discount and deferred issuance costs ( 8 ) ( 18 ) Total $ 800 $ 1,199 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Share-based Payment Arrangement, Option, Activity | The following is a summary of stock option activity for from December 31, 2020 to September 30, 2021: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2020 11,331,232 $ 1.54 4.64 $ 47,735 Granted 15,453,771 (1) 9.07 Exercised — — Cancelled or forfeited ( 2,092,779 ) (2) 2.88 Outstanding as of September 30, 2021 24,692,224 (3) $ 6.14 4.57 $ 215,725 Options exercisable as of September 30, 2021 7,586,329 $ 1.29 3.89 $ 102,412 (1) Includes (a) 5,391,184 stock options that will vest over a two to four-year service period, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant. If the Company achieves an IPO (as defined in the awards) by June 30, 2021 or December 31, 2021, an additional 25 % or 12.5 %, respectively, the stock options will accelerate and vest upon the occurrence of the transaction, (b) 5,241,785 stock options that will vest over a one to four-year service period, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant (c) 1,460,784 stock options that will vest at the end of a four-year service period and upon the satisfaction of specified performance-based vesting conditions, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant, (d) 624,000 stock options that will vest over a three-year service period, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant, (e) 400,688 stock options that will vest over a four-year service period and upon the satisfaction of specified performance-based vesting conditions including liquidity-based conditions, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant. If the Company achieves an IPO (as defined in the awards) by June 30, 2021 or December 31, 2021, an additional 25 % or 12.5 %, respectively, will accelerate and satisfy the service-based vesting condition upon the occurrence of the transaction, (f) 400,000 stock options that will vest over a two-year service period and upon the satisfaction of specified market-based conditions tied to price of the Company’s publicly traded shares, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant, (g) 338,112 stock options that will vest over a four-year service period and upon the satisfaction of specified performance-based vesting conditions including liquidity-based conditions, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant, (h) 100,640 stock options that will vest over a four-year service period and upon the satisfaction of specified performance-based vesting conditions, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant, (i) 94,096 stock options that will vest only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant, and (j) 1,402,482 stock options that will vest over a three to four-year service period. (2) Includes 1,152,192 Exchange Options (3) With the satisfaction of the Liquidit y Event (as defined in the awards) during the nine months ended September 30, 2021, the outstanding options include (a) 15,453,771 stock options as described in footnote (1) less 652,304 stock options forfeited, (b) 4,566,848 vested stock options yet to be exercised as of September 30, 2021, (c) 3,027,408 stock options that will vest over of a four-year service period and upon the satisfaction of specified performance-based vesting conditions, and (d) 2,296,501 stock options that will vest over a two to four-year service period. |
Summary of Employee Stock Ownership Plan (ESOP) Disclosures | The following is a summary of stock option activity for from December 31, 2020 to September 30, 2021: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2020 — — — — Granted 7,281,376 (1) 6.64 — — Exercised — — — — Cancelled or forfeited ( 132,752 ) 6.64 — — Outstanding as of September 30, 2021 7,148,624 $ 6.64 14.26 $ 55,891 Options exercisable as of September 30, 2021 3,599,936 $ 6.64 14.26 $ 28,160 (1) Includes 4,543,936 Exchange Options |
Summary of Share-based Compensation Arrangements by Share-based Payment Award | The following is a summary of stock option from December 31, 2020 to September 30, 2021: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2020 600,000 $ 0.10 9.58 $ — Granted — — — — Exercised — — — — Cancelled or forfeited — — — — Outstanding as of September 30, 2021 600,000 $ 0.10 8.83 $ — Options vested and expected to vest as of September 30, 2021 600,000 $ 0.10 8.83 $ — Options exercisable as of September 30, 2021 287,500 $ 0.10 8.83 $ — |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following table summarizes the total stock-based compensation expense by function and entity for the three months ended September 30, 2021, which includes expense related to stock options and restricted stock awards (in thousands): Three Months Ended September 30, 2021 Atai Atai Kures Kures Recognify Total Research and development $ 5,248 $ — $ 3 $ 41 $ 109 $ 5,401 General and administrative 4,183 2,593 — — 63 $ 6,839 Total share based compensation expense $ 9,431 $ 2,593 $ 3 $ 41 $ 172 $ 12,240 The following table summarizes the total stock-based compensation expense by function and entity for the three months ended September 30, 2020, which includes expense related to stock options and restricted stock awards (in thousands): Three Months Ended September 30, 2020 Atai Atai Kures Kures Recognify Total Research and development $ — $ — $ 11 $ 42 $ — $ 53 General and administrative 2,086 — — — — $ 2,086 Total share based compensation expense $ 2,086 $ — $ 11 $ 42 $ — $ 2,139 The following table summarizes the total stock-based compensation expense by function for the nine months ended September 30, 2021, which includes expense related to stock options and restricted stock awards (in thousands): Nine Months Ended September 30, 2021 Atai Atai Kures Kures Recognify Total Research and development $ 13,946 $ — $ 8 $ 125 $ 331 $ 14,410 General and administrative 16,123 19,243 — — 188 $ 35,554 Total share based compensation expense $ 30,069 $ 19,243 $ 8 $ 125 $ 519 $ 49,964 The following table summarizes the total stock-based compensation expense by function for the nine months ended September 30, 2020, which includes expense related to stock options and restricted stock awards (in thousands): Nine Months Ended September 30, 2020 Atai Atai Kures Kures Recognify Total Research and development $ — $ — $ 11 $ 124 $ — $ 135 General and administrative 2,086 — — — — $ 2,086 Total share based compensation expense $ 2,086 $ — $ 11 $ 124 $ — $ 2,221 |
Two Thousand And Twenty Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company estimates the fair values of stock options using the Black-Scholes option-pricing model on the date of grant. During the nine months ended September 30, 2021, the assumptions used in the Black-Scholes option pricing model were as follows: September 30, 2021 Weighted average expected term in years 3.85 Weighted average expected stock price volatility 80.6 % Risk-free interest rate ( 0.76 )% - 1.27 % Expected dividend yield 0 % |
HSOP Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company estimates the fair values of stock options using the Black-Scholes option-pricing model on the date of grant. During the nine months ended September 30, 2021, the assumptions used in the Black-Scholes option pricing model were as follows: September 30, Weighted average expected term in years 8.0 Weighted average expected stock price volatility 70.0 % Risk-free interest rate ( 0.70 )%-( 0.65 )% Expected dividend yield 0 % |
Kures Restricted Common Stock Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Restricted Stock Units And Weighted Average grant Date Fair Value | The following table summarizes Kures’ restricted common stock awards activity from December 31, 2020 to September 30, 2021: RSA Weighted Unvested balance as of December 31, 2020 2,743,066 $ 0.10 Granted — — Vested 1,234,386 0.10 Forfeited — — Unvested balance as of September 30, 2021 1,508,680 $ 0.10 |
Recognify Restricted Common Stock Award [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Restricted Stock Units And Weighted Average grant Date Fair Value | The following table summarizes Recognify’s restricted common stock awards activity from December 31, 2020 to September 30, 2021: RSA Weighted Unvested balance as of December 31, 2020 952,387 $ 1.71 Granted — — Vested 298,026 1.71 Forfeited — — Unvested balance as of September 30, 2021 654,361 $ 1.71 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basis and Diluted Net Loss Per Share Attributable to ATAI Stockholders | Basic and diluted net loss per share attributable to ATAI stockholders were calculated as follows (in thousands, except share and per share data): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Numerator: Net loss $ ( 31,642 ) $ ( 83,194 ) $ ( 80,971 ) $ ( 84,270 ) Net income (loss) attributable to redeemable ( 484 ) 1 ( 2,040 ) ( 1,021 ) Net income attributable to ATAI Life Sciences $ ( 31,158 ) $ ( 83,195 ) $ ( 78,931 ) $ ( 83,249 ) Denominator: Weighted average common shares outstanding 151,130,212 90,709,312 134,334,685 90,709,312 Net income per share attributable to ATAI Life $ ( 0.21 ) $ ( 0.92 ) $ ( 0.59 ) $ ( 0.92 ) |
Schedule of Computation of Diluted net Income (Loss) Per Share Attributable to Common Shareholders | Poten tially dilutive securities to the Company’s common shares: As of September 30, 2021 2020 Options to purchase common stock 24,692,224 11,675,328 HSOP options to purchase common stock 7,148,624 — 2020 Convertible Promissory Notes (Note 11) — 8,961,549 2018 Convertible Promissory Notes - Related Parties (Note 11) 11,161,824 2,560,000 43,002,672 23,196,877 |
Organization and Description _2
Organization and Description of Business - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jun. 22, 2021USD ($)$ / sharesshares | Jun. 07, 2021€ / shares | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2021€ / shares | Mar. 31, 2021€ / shares | Mar. 31, 2021$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2020€ / shares |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Common stock, Conversion basis | 1.6 to one | 1 to 10 basis | ||||||
Common Stock, Par or Stated Value Per Share | (per share) | € 0.10 | $ 0.12 | € 0.10 | $ 0.12 | € 0.10 | |||
Sale of stock issue price per share | (per share) | € 9.69 | $ 11.71 | ||||||
Cash and cash equivalents | $ 430,308 | $ 97,246 | ||||||
Accumulated deficit | $ (268,926) | $ (189,995) | ||||||
IPO [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Issuance of common shares, net of issuance costs ,Shares | shares | 17,250,000 | |||||||
Sale of stock issue price per share | $ / shares | $ 15 | |||||||
Proceeds from initial public offering | $ 231,600 | |||||||
Underwriting discount | 18,100 | |||||||
Other offering costs | $ 9,000 | |||||||
Over-Allotment Option [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Exercise of stock options ,Shares | shares | 2,250,000 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | May 31, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | Dec. 01, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Mar. 16, 2020 | Dec. 31, 2019 |
Accounting Policies [Line Items] | |||||||||||||
Stockholders' Equity | $ 462,760,000 | $ 484,895,000 | $ 119,993,000 | $ 95,368,000 | $ (15,927,000) | $ 58,800,000 | $ 74,702,000 | $ 59,638,000 | |||||
Carrying amount of convertible promissory note | 0 | 800,000 | |||||||||||
Fair value amount of convertible promissory note | 4,600,000 | ||||||||||||
Unamortized debt discount | $ 8,000 | ||||||||||||
Derivative Liability | 0 | ||||||||||||
Fair Value, Net Asset (Liability) | 0 | ||||||||||||
Perception December 2020 Convertible Note Agreement [Member] | |||||||||||||
Accounting Policies [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 12,000,000 | ||||||||||||
First Tranche Funding [Member] | Perception December 2020 Convertible Note Agreement [Member] | |||||||||||||
Accounting Policies [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 800,000 | 6,200,000 | $ 7,000,000 | ||||||||||
Second Tranche Funding [Member] | |||||||||||||
Accounting Policies [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 5,000,000 | ||||||||||||
Convertible Notes Receivable [Member] | |||||||||||||
Accounting Policies [Line Items] | |||||||||||||
Investments | $ 3,300,000 | ||||||||||||
Investments by other investor | $ 600,000 | ||||||||||||
2018 Convertible Notes [Member] | |||||||||||||
Accounting Policies [Line Items] | |||||||||||||
Carrying amount of convertible promissory note | 800,000 | 1,200,000 | |||||||||||
Fair value amount of convertible promissory note | $ 152,900,000 | $ 76,700,000 | |||||||||||
Previously Reported [Member] | |||||||||||||
Accounting Policies [Line Items] | |||||||||||||
Stockholders' Equity | $ 497,000,000 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | May 17, 2021 | Mar. 10, 2021 | Jul. 31, 2021 | Feb. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Business Combinations [Line Items] | |||||||
Long-term notes receivable—related parties | $ 100,000 | $ 3,784,000 | $ 1,060,000 | ||||
Gain or loss in connection with Business Combination | 2,000 | ||||||
Research and Development in Process | 8,934,000 | $ 120,000 | |||||
PsyProtix Purchase Agreement [Member] | |||||||
Business Combinations [Line Items] | |||||||
Cash consideration, net of cash acquired | 100,000 | ||||||
Estimated fair value of contingent consideration | $ 4,900,000 | ||||||
Number of days of voting and other rights of expiration date | 10 days | ||||||
Company's capital contribution threshold limit | $ 5,000,000 | ||||||
Loan received | $ 100,000 | ||||||
Interest rate | 5.00% | ||||||
Aggregate principal amount | $ 100,000 | ||||||
Gain or loss in connection with Business Combination | 0 | ||||||
Business Combination, consideration paid | 100,000 | ||||||
Business Combination, identifiable assets acquired | 100,000 | ||||||
PsyProtix Purchase Agreement [Member] | PsyProtix, Inc. [Member] | |||||||
Business Combinations [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests | 75.00% | ||||||
PsyProtix Purchase Agreement [Member] | Chymia, LLC [Member] | |||||||
Business Combinations [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests | 25.00% | ||||||
Psyber Purchase Agreement [Member] | |||||||
Business Combinations [Line Items] | |||||||
Cash consideration, net of cash acquired | $ 700,000 | $ 200,000 | |||||
Estimated fair value of contingent consideration | $ 1,800,000 | ||||||
Number of days of voting and other rights of expiration date | 10 days | ||||||
Company's capital contribution threshold limit | $ 2,000,000 | ||||||
Business Combination, consideration paid | 200,000 | ||||||
Business Combination, identifiable assets acquired | 200,000 | ||||||
Psyber Purchase Agreement [Member] | Psyber, Inc. [Member] | |||||||
Business Combinations [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests | 75.00% | ||||||
Psyber Purchase Agreement [Member] | Psyber, LLC [Member] | |||||||
Business Combinations [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests | 25.00% | ||||||
InnarisBio Purchase Agreement [Member] | |||||||
Business Combinations [Line Items] | |||||||
Cash consideration, net of cash acquired | $ 1,100,000 | ||||||
Estimated fair value of contingent consideration | $ 3,900,000 | ||||||
Number of days of voting and other rights of expiration date | 10 days | ||||||
Gain or loss in connection with Business Combination | 7,000 | ||||||
Business Combination, consideration paid | 1,100,000 | ||||||
Business Combination, identifiable assets acquired | 2,000,000 | ||||||
Business Combination, fair value of the noncontrolling interest issued | 900,000 | ||||||
Purchase consideration for the noncontrolling interest and recognized as a liability | 100,000 | ||||||
Research and Development in Process | 1,000,000 | ||||||
InnarisBio Purchase Agreement [Member] | InnarisBio, Inc. [Member] | |||||||
Business Combinations [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests | 82.00% | ||||||
InnarisBio Purchase Agreement [Member] | UniQuest, LLC [Member] | |||||||
Business Combinations [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests | 18.00% | ||||||
Neuronasal, Inc. [Member] | |||||||
Business Combinations [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests | 55.99% | ||||||
Gain or loss in connection with Business Combination | 3,500,000 | ||||||
Business Combination, consideration paid | 1,000,000 | ||||||
Business Combination, identifiable assets acquired | $ 8,300,000 | $ 3,000,000 | |||||
Research and Development in Process | 8,000,000 | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Value | 800,000 | ||||||
Neuronasal, Inc. [Member] | Series A Preferred Stock [Member] | |||||||
Business Combinations [Line Items] | |||||||
Business Combination, purchase of shares | $ 1,000,000 | $ 800,000 | |||||
Neuronasal, Inc. [Member] | Common Stock [Member] | |||||||
Business Combinations [Line Items] | |||||||
Business Combination, purchase of shares | $ 300,000 |
Variable Interest Entities an_3
Variable Interest Entities and a Voting Interest Entity - Additional information (Detail) - USD ($) $ in Thousands | May 21, 2021 | Apr. 13, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Variable Interest Entity [Line Items] | |||||||
Net loss attributable to redeemable noncontrolling interests | $ (484) | $ 1 | $ (2,040) | $ (1,021) | |||
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | 21,100 | 21,100 | $ 8,000 | ||||
Variable Interest Entity, Nonconsolidated, Comparison of Carrying Amount of Assets and Liabilities to Maximum Loss Exposure | $ 3,800 | 3,800 | $ 200 | ||||
Purchase of common stock | $ 500 | ||||||
Purchase of common shares | 500,000 | ||||||
Equity method investment, ownership percentage | 80.00% | 80.00% | 80.00% | ||||
Redeemable noncontrolling interests in temporary equity | $ 0 | $ 0 | $ 0 | ||||
Series A Preferred Stock [Member] | GABA Options [Member] | Amended GABA PSPA [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Payments to acquire additional investments | $ 5,000 | $ 5,000 | |||||
Minimum [Member] | Condition For Determning Consolidation Under Voting Interest Model [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 50.00% | ||||||
Maximum [Member] | GABA Therapeutics Inc [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Minority interest ownership percentage by the parent | 50.00% | ||||||
PsyProtix, Inc. [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 75.00% | ||||||
Net loss attributable to redeemable noncontrolling interests | $ 0 | $ 0 | |||||
Compass Pathfinder Holding Limited [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 26.30% | ||||||
Compass Pathfinder Holding Limited [Member] | Series A Preferred Stock [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 19.40% | ||||||
Compass Pathfinder Holding Limited [Member] | Minimum [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 50.00% | ||||||
GABA [member] | Series A Preferred Stock [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Payments to Acquire Investments | $ 1,500 |
Variable Interest Entities an_4
Variable Interest Entities and a Voting Interest Entity - Summary of Primary Beneficiary for VIEs Consolidated Under the VIE Model (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Perception Neuroscience Holdings, Inc. [Member] | ||
Variable Interest Entity [Line Items] | ||
Relationship | Controlled VIE | Controlled VIE |
Date Control Obtained | November 2018 | |
Ownership % | 58.90% | 50.10% |
Kures, Inc. [Member] | ||
Variable Interest Entity [Line Items] | ||
Relationship | Controlled VIE | Controlled VIE |
Date Control Obtained | August 2019 | |
Ownership % | 54.10% | 54.10% |
EntheogeniX Biosciences, Inc. [Member] | ||
Variable Interest Entity [Line Items] | ||
Relationship | Controlled VIE | Controlled VIE |
Date Control Obtained | November 2019 | |
Ownership % | 80.00% | 80.00% |
DemeRx IB, Inc. [Member] | ||
Variable Interest Entity [Line Items] | ||
Relationship | Controlled VIE | Controlled VIE |
Date Control Obtained | December 2019 | |
Ownership % | 59.50% | 59.50% |
Recognify Life Sciences, Inc. [Member] | ||
Variable Interest Entity [Line Items] | ||
Relationship | Controlled VIE | Controlled VIE |
Date Control Obtained | November 2020 | |
Ownership % | 51.90% | 51.90% |
PsyProtix, Inc. [Member] | ||
Variable Interest Entity [Line Items] | ||
Relationship | Controlled VIE | |
Date Control Obtained | February 2021 | |
Ownership % | 75.00% | |
Psyber, Inc. [Member] | ||
Variable Interest Entity [Line Items] | ||
Relationship | Controlled VIE | |
Date Control Obtained | February 2021 | |
Ownership % | 75.00% | |
InnarisBio, Inc. [Member] | ||
Variable Interest Entity [Line Items] | ||
Relationship | Controlled VIE | |
Date Control Obtained | March 2021 | |
Ownership % | 82.00% | |
Neuronasal, Inc. [Member] | ||
Variable Interest Entity [Line Items] | ||
Relationship | Controlled VIE | Investment |
Date Control Obtained | May 2021 | |
Ownership % | 56.50% | 37.20% |
Variable Interest Entities an_5
Variable Interest Entities and a Voting Interest Entity - Summary of the Assets and Liabilities for all Consolidated VIEs (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Prepaid expenses and other current assets | $ 11,551 | $ 2,076 |
Total current assets | 441,859 | 99,548 |
Property and equipment, net | 138 | 71 |
Long term notes receivable | 908 | 911 |
Total assets | 484,109 | 111,548 |
Current liabilities: | ||
Accounts payable | 1,974 | 3,083 |
Accrued liabilities | 13,075 | 9,215 |
Deferred revenue | 180 | |
Total current liabilities | 15,317 | 12,298 |
Convertible promissory notes and derivative liability | 978 | |
Contingent consideration liability | 1,947 | 1,705 |
Other non-current liabilities | 3,285 | |
Total liabilities | 21,349 | 16,180 |
Perception [Member] | ||
Current assets: | ||
Cash | 24,632 | 6,527 |
Unbilled receivable | 326 | |
Prepaid expenses and other current assets | 1,205 | 768 |
Total current assets | 26,163 | 7,295 |
Property and equipment, net | 2 | 4 |
Total assets | 26,165 | 7,299 |
Current liabilities: | ||
Accounts payable | 281 | 564 |
Accrued liabilities | 904 | 297 |
Deferred revenue | 180 | |
Total current liabilities | 1,365 | 861 |
Convertible promissory notes and derivative liability | 978 | |
Contingent consideration liability | 1,830 | 1,705 |
Total liabilities | 3,195 | 3,544 |
Kures [Member] | ||
Current assets: | ||
Cash | 1,414 | 1,264 |
Prepaid expenses and other current assets | 2 | 124 |
Total current assets | 1,416 | 1,388 |
Total assets | 1,416 | 1,388 |
Current liabilities: | ||
Accounts payable | 217 | 220 |
Accrued liabilities | 638 | 229 |
Total current liabilities | 855 | 449 |
Total liabilities | 855 | 449 |
EntheogeniX [Member] | ||
Current assets: | ||
Cash | 435 | 652 |
Total current assets | 435 | 652 |
Total assets | 435 | 652 |
Current liabilities: | ||
Accounts payable | 53 | 35 |
Accrued liabilities | 7 | 11 |
Total current liabilities | 60 | 46 |
Total liabilities | 60 | 46 |
DemeRx IB [Member] | ||
Current assets: | ||
Cash | 4,371 | 7,252 |
Prepaid expenses and other current assets | 133 | 193 |
Total current assets | 4,504 | 7,445 |
Long term notes receivable | 1,075 | 1,060 |
Total assets | 5,579 | 8,505 |
Current liabilities: | ||
Accounts payable | 310 | 230 |
Accrued liabilities | 112 | 92 |
Total current liabilities | 422 | 322 |
Total liabilities | 422 | 322 |
Recognify [Member] | ||
Current assets: | ||
Cash | 1,028 | 1,895 |
Prepaid expenses and other current assets | 9 | 44 |
Total current assets | 1,037 | 1,939 |
Total assets | 1,037 | 1,939 |
Current liabilities: | ||
Accounts payable | 49 | 64 |
Accrued liabilities | 245 | 66 |
Total current liabilities | 294 | 130 |
Total liabilities | 294 | $ 130 |
PsyProtix [Member] | ||
Current assets: | ||
Cash | 36 | |
Prepaid expenses and other current assets | 1 | |
Total current assets | 37 | |
Long term notes receivable | 103 | |
Total assets | 140 | |
Current liabilities: | ||
Accrued liabilities | 23 | |
Total current liabilities | 23 | |
Total liabilities | 23 | |
Psyber [Member] | ||
Current assets: | ||
Cash | 674 | |
Total current assets | 674 | |
Total assets | 674 | |
Current liabilities: | ||
Accounts payable | 4 | |
Accrued liabilities | 18 | |
Total current liabilities | 22 | |
Total liabilities | 22 | |
InnarisBio [Member] | ||
Current assets: | ||
Cash | 435 | |
Prepaid expenses and other current assets | 99 | |
Total current assets | 534 | |
Total assets | 534 | |
Current liabilities: | ||
Accounts payable | 6 | |
Total current liabilities | 6 | |
Contingent consideration liability | 117 | |
Total liabilities | 123 | |
Neuronasal Inc [Member] | ||
Current assets: | ||
Cash | 339 | |
Prepaid expenses and other current assets | 783 | |
Total current assets | 1,122 | |
Total assets | 1,122 | |
Current liabilities: | ||
Accounts payable | 514 | |
Accrued liabilities | 576 | |
Total current liabilities | 1,090 | |
Other non-current liabilities | 336 | |
Total liabilities | $ 1,426 |
Variable Interest Entities an_6
Variable Interest Entities and a Voting Interest Entity - Schedule of Non Controlling Interest Recognized to Its Consolidated VIEs Roll Forward (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Noncontrolling Interest [Line Items] | ||||||
Opening balance | $ 10,045 | $ 8,603 | $ 4,546 | $ 0 | $ 511 | $ 887 |
Issuance of noncontrolling interests | 0 | 3,649 | 885 | 0 | 0 | |
Repurchase of noncontrolling interest | 0 | 0 | ||||
Net income (loss) attributable to noncontrolling interests—common | 0 | (2,364) | 870 | 0 | 0 | |
Net loss attributable to redeemable noncontrolling interests - common | 0 | (2,555) | 0 | (389) | ||
Net income (loss) attributable to noncontrolling interests - preferred | (483) | 7 | 2,486 | 1 | (491) | |
Comprehensive loss attributable to noncontrolling interests | 12 | 150 | (184) | (1) | (20) | 13 |
Closing balance | 9,574 | 10,045 | 8,603 | 0 | 0 | 511 |
Perception [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Opening balance | 5,838 | 4,179 | 0 | 0 | 203 | 487 |
Issuance of noncontrolling interests | 3,257 | 0 | 0 | 0 | ||
Repurchase of noncontrolling interest | 0 | 0 | ||||
Net income (loss) attributable to noncontrolling interests—common | (1,755) | 1,755 | 0 | 0 | ||
Net loss attributable to redeemable noncontrolling interests - common | (297) | |||||
Net income (loss) attributable to noncontrolling interests - preferred | (287) | 7 | 2,608 | 1 | (183) | |
Comprehensive loss attributable to noncontrolling interests | 12 | 150 | (184) | (1) | (20) | 13 |
Closing balance | 5,563 | 5,838 | 4,179 | 0 | 0 | 203 |
Recognify [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Opening balance | 4,207 | 4,424 | 4,546 | |||
Issuance of noncontrolling interests | 0 | 0 | ||||
Net income (loss) attributable to noncontrolling interests—common | 0 | (217) | 0 | |||
Net income (loss) attributable to noncontrolling interests - preferred | (196) | 0 | (122) | |||
Comprehensive loss attributable to noncontrolling interests | 0 | 0 | ||||
Closing balance | 4,011 | 4,207 | 4,424 | |||
Psyber [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Opening balance | 0 | 0 | 0 | |||
Issuance of noncontrolling interests | 0 | 8 | ||||
Net income (loss) attributable to noncontrolling interests—common | 0 | (8) | ||||
Net income (loss) attributable to noncontrolling interests - preferred | 0 | 0 | ||||
Comprehensive loss attributable to noncontrolling interests | 0 | 0 | ||||
Closing balance | 0 | 0 | ||||
InnarisBio [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Opening balance | 0 | 0 | 0 | |||
Issuance of noncontrolling interests | 0 | 877 | ||||
Net income (loss) attributable to noncontrolling interests—common | 0 | (877) | ||||
Net income (loss) attributable to noncontrolling interests - preferred | 0 | 0 | ||||
Comprehensive loss attributable to noncontrolling interests | 0 | 0 | ||||
Closing balance | 0 | 0 | ||||
Kures [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Opening balance | 0 | 308 | 400 | |||
Issuance of noncontrolling interests | 0 | 0 | ||||
Repurchase of noncontrolling interest | 0 | 0 | ||||
Net income (loss) attributable to noncontrolling interests—common | 0 | 0 | ||||
Net loss attributable to redeemable noncontrolling interests - common | (92) | |||||
Net income (loss) attributable to noncontrolling interests - preferred | (308) | |||||
Comprehensive loss attributable to noncontrolling interests | 0 | |||||
Closing balance | $ 0 | $ 0 | $ 308 | |||
Neuronasal Inc [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Opening balance | 0 | 0 | 0 | |||
Issuance of noncontrolling interests | 392 | 0 | ||||
Net income (loss) attributable to noncontrolling interests—common | (392) | 0 | ||||
Net loss attributable to redeemable noncontrolling interests - common | $ 0 | (2,555) | 0 | |||
Net income (loss) attributable to noncontrolling interests - preferred | 0 | 0 | ||||
Comprehensive loss attributable to noncontrolling interests | 0 | 0 | ||||
Closing balance | $ 0 | $ 0 |
Variable Interest Entities an_7
Variable Interest Entities and a Voting Interest Entity - Schedule of Roll Forward of the Redeemable Noncontrolling Interests Balance (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Redeemable Noncontrolling Interest [Line Items] | ||||||
Opening balance | $ 0 | $ 0 | $ 109 | $ 142 | ||
Issuance of redeemable noncontrolling interests | $ 0 | |||||
Net loss attributable to redeemable noncontrolling interests - common | 0 | $ (2,555) | 0 | (389) | ||
Net loss attributable to redeemable noncontrolling interests - preferred | 0 | (109) | (33) | |||
Closing balance | 0 | 0 | 0 | 109 | ||
Kures [Member] | ||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Opening balance | 0 | 109 | 142 | |||
Net loss attributable to redeemable noncontrolling interests - common | (92) | |||||
Net loss attributable to redeemable noncontrolling interests - preferred | 0 | (109) | (33) | |||
Closing balance | $ 0 | $ 0 | $ 109 | |||
Neuronasal Inc [Member] | ||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||
Opening balance | 0 | 0 | 0 | |||
Issuance of redeemable noncontrolling interests | 0 | 2,555 | 0 | |||
Net loss attributable to redeemable noncontrolling interests - common | 0 | (2,555) | 0 | |||
Closing balance | $ 0 | $ 0 | $ 0 |
Equity Method Investments and_3
Equity Method Investments and Other Investments - Summary of Equity Method Investments (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investments | $ 15,086 | $ 0 |
Equity Method Investment, Ownership Percentage | 80.00% | 80.00% |
innoplexus AG [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investment, Description of Principal Activities | August 2018 | |
Equity Method Investments | $ 0 | $ 0 |
Equity Method Investment, Ownership Percentage | 35.00% | 35.00% |
COMPASS Pathways Plc Two [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investment, Description of Principal Activities | December 2018 | |
Equity Method Investments | $ 15,086 | $ 0 |
Equity Method Investment, Ownership Percentage | 19.40% | 22.10% |
GABA Therapeutics Inc [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investment, Description of Principal Activities | November 2020 | |
Equity Method Investments | $ 0 | $ 0 |
Equity Method Investment, Ownership Percentage | 7.50% | 7.50% |
Neuronasal Inc [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investment, Description of Principal Activities | October 2020 | |
Equity Method Investment, Ownership Percentage | 9.80% |
Equity Method Investments and_4
Equity Method Investments and Other Investments - Summary of financial data for investments (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Shedule Of Equity Method Investment Summarized Balance Sheet [Line Items] | |||
Current assets | $ 441,859 | $ 99,548 | |
Total assets | 484,109 | 111,548 | |
Current liabilities | 15,317 | 12,298 | |
Total liabilities | 21,349 | 16,180 | |
GABA Therapeutics Inc [Member] | |||
Shedule Of Equity Method Investment Summarized Balance Sheet [Line Items] | |||
Current assets | 9,220 | 3,302 | |
Non-current assets | 0 | 0 | |
Total assets | 9,220 | 3,302 | |
Current liabilities | 748 | 430 | |
Non-current liabilities | 0 | 0 | |
Total liabilities | 748 | 430 | |
Neuronasal Inc [Member] | |||
Shedule Of Equity Method Investment Summarized Balance Sheet [Line Items] | |||
Current assets | [1] | 0 | 351 |
Non-current assets | [1] | 0 | 10 |
Total assets | [1] | 0 | 361 |
Current liabilities | [1] | 0 | 686 |
Non-current liabilities | [1] | 0 | 48 |
Total liabilities | [1] | 0 | 734 |
COMPASS Pathways Plc Two [Member] | |||
Shedule Of Equity Method Investment Summarized Balance Sheet [Line Items] | |||
Current assets | 312,796 | 202,404 | |
Non-current assets | 1,947 | 1,052 | |
Total assets | 314,743 | 203,456 | |
Current liabilities | 9,323 | 6,895 | |
Non-current liabilities | 0 | 0 | |
Total liabilities | $ 9,323 | $ 6,895 | |
[1] | Results from operations for Neuronasal are through May 17, 2021 at which point the entity is consolidated. |
Equity Method Investments and_5
Equity Method Investments and Other Investments - Summary of Statements of operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Shedule Of Equity Method Investment Summarized Statement Of Operations [Line Items] | |||||
Revenue | $ 266 | $ 20,146 | |||
Net loss | (31,642) | (83,194) | (80,971) | (84,270) | |
COMPASS Pathways Plc Two [Member] | |||||
Shedule Of Equity Method Investment Summarized Statement Of Operations [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Loss from continuing operations | (21,768) | (13,482) | (54,898) | (39,874) | |
Net loss | (15,849) | (16,694) | (46,092) | (41,528) | |
Neuronasal Inc [Member] | |||||
Shedule Of Equity Method Investment Summarized Statement Of Operations [Line Items] | |||||
Revenue | [1] | 0 | 0 | 0 | 0 |
Loss from continuing operations | [1] | 0 | (683) | (985) | (942) |
Net loss | [1] | 0 | (683) | (985) | (942) |
GABA Therapeutics Inc [Member] | |||||
Shedule Of Equity Method Investment Summarized Statement Of Operations [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Loss from continuing operations | (1,730) | (346) | (2,776) | (2,169) | |
Net loss | $ (1,730) | $ (346) | $ (2,776) | $ (2,169) | |
[1] | Results from operations for Neuronasal are through May 17, 2021 at which point the entity is consolidated. |
Equity Method Investments and_6
Equity Method Investments and Other Investments - Summary of Equity Method Investments and Other Investments (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Investment [Line Items] | ||
Other Long-term Investments | $ 14,256 | $ 8,044 |
DemeRx NB Inc [Member] | ||
Investment [Line Items] | ||
Other Long-term Investments | 1,043 | 1,096 |
Juvenescence Limited [Member] | ||
Investment [Line Items] | ||
Other Long-term Investments | 350 | 368 |
GABA Therapeutics Inc [Member] | ||
Investment [Line Items] | ||
Other Long-term Investments | $ 12,863 | 5,519 |
Neuronasal Inc [Member] | ||
Investment [Line Items] | ||
Other Long-term Investments | $ 1,061 |
Equity Method Investments and_7
Equity Method Investments and Other Investments - Additional information (Detail) $ / shares in Units, £ in Millions | Jun. 07, 2021 | May 31, 2021USD ($) | May 21, 2021USD ($) | May 17, 2021USD ($) | May 15, 2021USD ($) | May 14, 2021USD ($)$ / sharesshares | May 04, 2021USD ($)shares | Apr. 13, 2021USD ($) | Mar. 10, 2021USD ($) | Nov. 30, 2020USD ($) | Oct. 31, 2020USD ($) | Feb. 28, 2021USD ($) | Oct. 31, 2020USD ($) | Sep. 30, 2020shares | Apr. 30, 2020USD ($) | Mar. 31, 2020USD ($)shares | Mar. 31, 2020GBP (£)shares | Dec. 31, 2019USD ($)shares | Aug. 31, 2019USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($)shares | Jun. 30, 2021shares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Mar. 31, 2021shares | Feb. 16, 2021shares | Dec. 31, 2020USD ($)shares | Jun. 30, 2020shares | Apr. 30, 2020GBP (£) |
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 80.00% | 80.00% | 80.00% | |||||||||||||||||||||||||||
Equity method investment, Investee shares sold | $ 9,600,000 | |||||||||||||||||||||||||||||
Equity method investment, Shares transaction date | Dec. 31, 2026 | |||||||||||||||||||||||||||||
Secured debt | $ 2,400,000 | |||||||||||||||||||||||||||||
Equity Method Investments | $ 15,086,000 | 15,086,000 | $ 0 | |||||||||||||||||||||||||||
Shares, Outstanding | shares | 7,052,003 | 7,052,003 | 7,052,003 | |||||||||||||||||||||||||||
Equity method investment, Quoted market value | 241,200,000 | 241,200,000 | 378,100,000 | |||||||||||||||||||||||||||
Income (Loss) from Equity Method Investments | (4,800,000) | $ (61,862,000) | (9,440,000) | $ (73,693,000) | ||||||||||||||||||||||||||
Unrealized gain loss on investments | 19,900,000 | |||||||||||||||||||||||||||||
Other Long-term Investments | 14,256,000 | $ 14,256,000 | $ 8,044,000 | |||||||||||||||||||||||||||
Common stock, Conversion basis | 1.6 to one | 1 to 10 basis | ||||||||||||||||||||||||||||
Fair value option gain loss | (70,000) | $ (5,530,000) | ||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Shares, Outstanding | shares | 44,000,000 | |||||||||||||||||||||||||||||
Investment measured at fair value as per fair value option | 1,200,000 | 1,200,000 | ||||||||||||||||||||||||||||
Common Stock And Warrants [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Fair value option gain loss | 70,000 | 5,500,000 | ||||||||||||||||||||||||||||
IntelGenx SPA [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Business acquisition, Share price | $ / shares | $ 0.35 | |||||||||||||||||||||||||||||
IntelGenx SPA [Member] | Strategic Development Agreement [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Percentage of the funds to be used for research and development purpose | 20.00% | |||||||||||||||||||||||||||||
Compass Pathways Plc [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Percentage of voting interest acquired | 26.30% | |||||||||||||||||||||||||||||
Neuronasal Inc [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Equity Method Investments | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||||||
Income (Loss) from Equity Method Investments | $ 1,000,000 | |||||||||||||||||||||||||||||
IntelGenx Corp [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Percentage of voting interest acquired | 25.00% | 25.00% | ||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Neuronasal Inc [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 20.00% | 20.00% | ||||||||||||||||||||||||||||
Payments to acquire investments | $ 500,000 | |||||||||||||||||||||||||||||
Obligation to purchase additional shares value | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||||||||||||||
Option to purchase additional shares value | $ 1,000,000 | |||||||||||||||||||||||||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Payments to acquire investments | $ 17,800,000 | £ 16.1 | ||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Equity Method Investments | $ 53,100,000 | |||||||||||||||||||||||||||||
Shares, Outstanding | shares | 90,709,312 | 90,709,312 | 90,709,312 | 90,709,312 | 159,657,952 | 90,709,312 | 154,819,776 | 159,657,952 | 90,709,312 | 90,709,312 | 137,569,776 | 114,735,712 | 90,709,312 | |||||||||||||||||
Common Stock [Member] | IntelGenx SPA [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Investment measured at fair value as per fair value option | $ 3,000,000 | $ 3,000,000 | ||||||||||||||||||||||||||||
Common Stock [Member] | Neuronasal Inc [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Equity Method Investments | $ 500,000 | |||||||||||||||||||||||||||||
Percentage of voting interest acquired | 10.80% | 9.80% | 9.80% | |||||||||||||||||||||||||||
Income (Loss) from Equity Method Investments | 500,000 | |||||||||||||||||||||||||||||
Payments to acquire investments | $ 500,000 | $ 300,000 | ||||||||||||||||||||||||||||
Common Stock [Member] | Cost Basis [Member] | Neuronasal Inc [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Equity Method Investments | $ 500,000 | |||||||||||||||||||||||||||||
Unit [Member] | IntelGenx SPA [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Investment measured at fair value as per fair value option | $ 8,200 | $ 8,200 | ||||||||||||||||||||||||||||
Unit [Member] | IntelGenx Corp [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Business acquisition, Share price | $ / shares | $ 0.331 | |||||||||||||||||||||||||||||
Additional Shares [Member] | Compass Pathways Plc [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 140,000 | |||||||||||||||||||||||||||||
IntelGenx [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Investment measured at fair value as per fair value option | $ 1,200,000 | |||||||||||||||||||||||||||||
IntelGenx [Member] | Unit [Member] | IntelGenx Corp [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Business acquisition, Share price | $ / shares | $ 0.75 | |||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Number of years determining units purchase | 3 years | |||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | IntelGenx SPA [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Number of months determining unit price | 12 months | |||||||||||||||||||||||||||||
Percentage Of Premium To Market Price | 20.00% | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 12,300,000 | |||||||||||||||||||||||||||||
Percentage of the volume weighted average price of the common share | 20.00% | |||||||||||||||||||||||||||||
Number of consecutive trading days for determining the volume weighted average price of common shares | 30 days | |||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | IntelGenx Corp [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Business acquisition, Share price | $ / shares | $ 0.50 | |||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | IntelGenx SPA [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Investment owned number of shares | shares | 74,600,000 | |||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Additional Shares [Member] | IntelGenx SPA [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Investment owned number of shares | shares | 74,600,000 | |||||||||||||||||||||||||||||
innoplexus AG [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 35.00% | 35.00% | 35.00% | |||||||||||||||||||||||||||
Equity Method Investments | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||||||
innoplexus AG [Member] | Innoplexus SPA [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Equity method investment, Investee shares sold | $ 2,400,000 | |||||||||||||||||||||||||||||
Equity method investment, Proceeds | $ 22,300,000 | |||||||||||||||||||||||||||||
COMPASS Pathways Plc Two [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 19.40% | 19.40% | 22.10% | |||||||||||||||||||||||||||
Equity Method Investments | $ 15,086,000 | $ 15,086,000 | $ 0 | |||||||||||||||||||||||||||
Stock holders equity, Reverse stock split | Immediately prior to the completion of the COMPASS IPO, the different classes of issued share capital of COMPASS Pathways plc were reorganized into a single class of ordinary shares through a reverse share split. | |||||||||||||||||||||||||||||
Shares, Outstanding | shares | 0 | |||||||||||||||||||||||||||||
Income (Loss) from Equity Method Investments | $ 3,100,000 | $ 8,800,000 | $ 5,200,000 | $ 20,600,000 | ||||||||||||||||||||||||||
Other Long-term Investments | $ 0 | |||||||||||||||||||||||||||||
Business Combination, Consideration Transferred | $ 5,000,000 | |||||||||||||||||||||||||||||
COMPASS Pathways Plc Two [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Convertible Notes Receivables | $ 7,600,000 | |||||||||||||||||||||||||||||
COMPASS Pathways Plc Two [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Convertible Notes Receivables | £ | £ 6.2 | |||||||||||||||||||||||||||||
COMPASS Pathways Plc Two [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Payments to acquire investments | $ 5,300,000 | |||||||||||||||||||||||||||||
COMPASS Pathways Plc Two [Member] | Series B Preferred Stock [Member] | Convertible Notes Receivable [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Percentage of discount to price per share paid | 15.00% | |||||||||||||||||||||||||||||
COMPASS Pathways Plc Two [Member] | Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Equity Method Investments | $ 53,100,000 | |||||||||||||||||||||||||||||
Shares, Outstanding | shares | 7,052,003 | 7,052,003 | 7,052,003 | |||||||||||||||||||||||||||
COMPASS Pathways Plc Two [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Stock issued during period, Conversion of units | shares | 7,935,663 | |||||||||||||||||||||||||||||
COMPASS Pathways Plc Two [Member] | Additional Shares [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 4,000,000 | |||||||||||||||||||||||||||||
Gain loss on dilution | $ 16,900,000 | |||||||||||||||||||||||||||||
GABA Therapeutics Inc [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 7.50% | 7.50% | 7.50% | |||||||||||||||||||||||||||
Equity Method Investments | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||||||
Income (Loss) from Equity Method Investments | 1,700,000 | 2,800,000 | ||||||||||||||||||||||||||||
Other Long-term Investments | 12,863,000 | 12,863,000 | $ 5,519,000 | |||||||||||||||||||||||||||
GABA Therapeutics Inc [Member] | Amended GABA PSPA | Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 20.00% | |||||||||||||||||||||||||||||
Payments to acquire investments | $ 600,000 | $ 5,500,000 | ||||||||||||||||||||||||||||
GABA Therapeutics Inc [Member] | Amended GABA PSPA | Common Stock [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Payments to acquire investments | $ 5,000,000 | $ 5,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||||
GABA Therapeutics Inc [Member] | Amended GABA PSPA | Additional Shares [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Payments to acquire investments | $ 2,000,000 | |||||||||||||||||||||||||||||
GABA Therapeutics Inc [Member] | Amended GABA PSPA | Additional Shares [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Equity Method Investments | 1,500,000 | 1,500,000 | ||||||||||||||||||||||||||||
GABA Options [Member] | Amended GABA PSPA | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Payments to acquire additional investments | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||||||||||||
GABA Options [Member] | Omnibus Amendment Agreement [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 1,800,000 | |||||||||||||||||||||||||||||
Neuronasal Options [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Payments to acquire additional investments | $ 300,000 | $ 800,000 | $ 800,000 | |||||||||||||||||||||||||||
DemeRx NB Options [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 20.00% | 20.00% | ||||||||||||||||||||||||||||
Payments to acquire investments | $ 1,000,000 | |||||||||||||||||||||||||||||
Option to purchase additional shares value | $ 19,000,000 | $ 19,000,000 |
Notes Receivable - Additional I
Notes Receivable - Additional Information (Detail) - USD ($) $ in Millions | May 14, 2021 | May 11, 2021 | Sep. 30, 2021 | Sep. 14, 2021 | Mar. 08, 2021 |
Notes Receivable [Line Items] | |||||
Proceeds from issuance of equity | $ 3 | ||||
Term Loan Receivable [Member] | |||||
Notes Receivable [Line Items] | |||||
Loans and lease receivable, Outstanding | $ 2.5 | ||||
Loans Receivable [Member] | |||||
Notes Receivable [Line Items] | |||||
Receivables, Maturity description | On May 14, 2021, the Company amended the Term Loans under which the Maturity Date will be the first business day following the first closing of a subscription for additional units if the proceeds from such subscription amount to at least $3.0 million. | ||||
IntelGenx Corp [Member] | |||||
Notes Receivable [Line Items] | |||||
Loans receivable, Fixed interest rate | 8.00% | ||||
IntelGenx Corp [Member] | Additional Term Loan And March Term Loan [Member] | |||||
Notes Receivable [Line Items] | |||||
Payments to acquire notes receivable | $ 0.5 | ||||
IntelGenx Corp [Member] | March Term Loan Receivable [Member] | |||||
Notes Receivable [Line Items] | |||||
Receivable, Face amount | $ 2 | ||||
IntelGenx Corp [Member] | Additional Term Loan Receivable [Member] | |||||
Notes Receivable [Line Items] | |||||
Receivable, Face amount | $ 0.5 | ||||
IntelGenx Corp [Member] | Additional Term Loan Receivable [Member] | Amended and Restated Loan Agreement [Member] | |||||
Notes Receivable [Line Items] | |||||
Receivable, Face amount | $ 6 | ||||
IntelGenx Corp [Member] | Additional Term Loan Receivable [Member] | First Tranche [Member] | Amended and Restated Loan Agreement [Member] | |||||
Notes Receivable [Line Items] | |||||
Receivable, Face amount | 3 | ||||
IntelGenx Corp [Member] | Additional Term Loan Receivable [Member] | Second Tranche [Member] | Amended and Restated Loan Agreement [Member] | |||||
Notes Receivable [Line Items] | |||||
Receivable, Face amount | 3 | ||||
IntelGenx Corp [Member] | Term Loan Receivable [Member] | |||||
Notes Receivable [Line Items] | |||||
Receivable, Face amount | $ 8.5 | ||||
Receivables, Maturity terms | 120 days | ||||
IntelGenx Corp [Member] | Term Loan Receivable [Member] | Amended and Restated Loan Agreement [Member] | |||||
Notes Receivable [Line Items] | |||||
Term loan maturity date | Jan. 5, 2024 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Fair Value Measurement on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Liabilities: | ||
Derivative liability | $ 0 | |
Fair Value, Recurring [Member] | ||
Cash equivalents: | ||
Money market funds | 371,187 | |
Other investment held at fair value | 6,816 | |
Assets fair value | 378,003 | |
Liabilities: | ||
Contingent consideration liability—related parties | 1,997 | $ 1,705 |
Derivative liability | 214 | |
Warrant Liability | 336 | |
Liability fair value | 2,333 | 1,919 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Cash equivalents: | ||
Money market funds | 371,187 | |
Other investment held at fair value | 0 | |
Assets fair value | 371,187 | |
Liabilities: | ||
Contingent consideration liability—related parties | 0 | 0 |
Derivative liability | 0 | |
Warrant Liability | 0 | |
Liability fair value | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Cash equivalents: | ||
Money market funds | 0 | |
Other investment held at fair value | 2,618 | |
Assets fair value | 2,618 | |
Liabilities: | ||
Contingent consideration liability—related parties | 0 | 0 |
Derivative liability | 0 | |
Warrant Liability | 0 | |
Liability fair value | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Cash equivalents: | ||
Money market funds | 0 | |
Other investment held at fair value | 4,198 | |
Assets fair value | 4,198 | |
Liabilities: | ||
Contingent consideration liability—related parties | 1,997 | 1,705 |
Derivative liability | 214 | |
Warrant Liability | 336 | |
Liability fair value | $ 2,333 | $ 1,919 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) | Sep. 30, 2021USD ($)yrshares | Jun. 10, 2021 | May 31, 2021 | Dec. 31, 2020USD ($)yr | Sep. 30, 2020yr |
Level 3 [Member] | Additional Warrants [Member] | IntelGenx [Member] | Tranche One [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Number of units | shares | 14,920,000 | ||||
Level 3 [Member] | Additional Warrants [Member] | IntelGenx [Member] | Tranche Two [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Number of units | shares | 115,080,000 | ||||
Measurement Input, Discount Rate [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 18 | 18 | 17 | ||
Measurement Input, Expected Term [Member] | Level 3 [Member] | Warrant [Member] | IntelGenx [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Alternative Investment, Measurement Input | 2.6 | ||||
Measurement Input, Expected Term [Member] | Level 3 [Member] | Additional Warrants [Member] | IntelGenx [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Alternative Investment, Measurement Input | 3 | ||||
Measurement Input, Expected Term [Member] | Neuronasal Inc [Member] | Level 3 [Member] | Warrant [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrant Liability, Measurement Input | 3 | ||||
Probability of Close of License Transaction [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 80 | ||||
Measurement Input, Risk Free Interest Rate [Member] | Level 3 [Member] | Warrant [Member] | IntelGenx [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Alternative Investment, Measurement Input | 0.43 | ||||
Measurement Input, Risk Free Interest Rate [Member] | Level 3 [Member] | Additional Warrants [Member] | IntelGenx [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Alternative Investment, Measurement Input | 1.08 | ||||
Measurement Input, Risk Free Interest Rate [Member] | Neuronasal Inc [Member] | Level 3 [Member] | Warrant [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrant Liability, Measurement Input | 0.53 | ||||
Measurement Input, Price Volatility [Member] | Level 3 [Member] | Warrant [Member] | IntelGenx [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Alternative Investment, Measurement Input | 100 | ||||
Measurement Input, Price Volatility [Member] | Level 3 [Member] | Additional Warrants [Member] | IntelGenx [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Alternative Investment, Measurement Input | 100 | ||||
Measurement Input, Price Volatility [Member] | Neuronasal Inc [Member] | Level 3 [Member] | Warrant [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrant Liability, Measurement Input | 100 | ||||
Measurement Input, Expected Dividend Rate [Member] | Level 3 [Member] | Warrant [Member] | IntelGenx [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Alternative Investment, Measurement Input | 0 | ||||
Measurement Input, Expected Dividend Rate [Member] | Level 3 [Member] | Additional Warrants [Member] | IntelGenx [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Alternative Investment, Measurement Input | 0 | ||||
Measurement Input, Expected Dividend Rate [Member] | Neuronasal Inc [Member] | Level 3 [Member] | Warrant [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrant Liability, Measurement Input | 0 | ||||
Measurement Input, Expected Dividend Rate [Member] | OPM [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term Debt, Measurement Input | 0 | ||||
Measurement Input, Expected Dividend Rate [Member] | OPM [Member] | Weighted Average [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term Debt, Measurement Input | 0 | ||||
Measurement Input, Exercise Price [Member] | Level 3 [Member] | Warrant [Member] | IntelGenx [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Alternative Investment, Measurement Input | $ | 0.35 | ||||
Measurement Input, Exercise Price [Member] | Level 3 [Member] | Additional Warrants [Member] | IntelGenx [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Alternative Investment, Measurement Input | 0.556 | ||||
Measurement Input, Exercise Price [Member] | Neuronasal Inc [Member] | Level 3 [Member] | Warrant [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrant Liability, Measurement Input | 0.01 | ||||
Measurement Input, Share Price [Member] | Level 3 [Member] | Additional Warrants [Member] | IntelGenx [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Alternative Investment, Measurement Input | 0.47 | ||||
Measurement Input, Share Price [Member] | Neuronasal Inc [Member] | Level 3 [Member] | Warrant [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrant Liability, Measurement Input | $ | 36.12 | ||||
Value Of Underlying [Member] | Level 3 [Member] | Warrant [Member] | IntelGenx [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Alternative Investment, Measurement Input | $ | 0.47 | ||||
Additional Units Term [Member] | Level 3 [Member] | Additional Warrants [Member] | IntelGenx [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Alternative Investment, Measurement Input | 2.62 | ||||
Maximum Term In Years [Member] | Level 3 [Member] | Additional Warrants [Member] | IntelGenx [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Alternative Investment, Measurement Input | 5.62 | ||||
Unit Purchase Price Year One [Member] | Level 3 [Member] | Additional Warrants [Member] | IntelGenx [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Alternative Investment, Measurement Input | 0.331 | ||||
Unit Purchase Price Year Two [Member] | Level 3 [Member] | Additional Warrants [Member] | IntelGenx [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Alternative Investment, Measurement Input | 0.50 | ||||
Unit Purchase Price Year Three [Member] | Level 3 [Member] | Additional Warrants [Member] | IntelGenx [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Alternative Investment, Measurement Input | 0.75 | ||||
W Fraction [Member] | Level 3 [Member] | Additional Warrants [Member] | IntelGenx [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Alternative Investment, Measurement Input | 0.68 | ||||
Number Of Time Steps [Member] | Level 3 [Member] | Additional Warrants [Member] | IntelGenx [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Alternative Investment, Measurement Input | 500 | ||||
Contingent Consideration Lability Related Parties [Member] | Measurement Input, Discount Rate [Member] | Valuation Technique, Discounted Cash Flow [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 4.6 | ||||
Contingent Consideration Lability Related Parties [Member] | Measurement Input, Discount Rate [Member] | Valuation Technique, Discounted Cash Flow [Member] | Minimum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 8.4 | ||||
Contingent Consideration Lability Related Parties [Member] | Measurement Input, Discount Rate [Member] | Valuation Technique, Discounted Cash Flow [Member] | Maximum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 14.1 | ||||
Contingent Consideration Lability Related Parties [Member] | Measurement Input, Discount Rate [Member] | Valuation Technique, Discounted Cash Flow [Member] | Weighted Average [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 4.6 | 9.4 | |||
Contingent Consideration Lability Related Parties [Member] | Measurement Input, Expected Term [Member] | Valuation Technique, Discounted Cash Flow [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 3.25 | ||||
Contingent Consideration Lability Related Parties [Member] | Measurement Input, Expected Term [Member] | Valuation Technique, Discounted Cash Flow [Member] | Minimum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 4 | ||||
Contingent Consideration Lability Related Parties [Member] | Measurement Input, Expected Term [Member] | Valuation Technique, Discounted Cash Flow [Member] | Maximum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 4.3 | ||||
Contingent Consideration Lability Related Parties [Member] | Measurement Input, Expected Term [Member] | Valuation Technique, Discounted Cash Flow [Member] | Weighted Average [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 3.25 | 4.1 | |||
Contingent Consideration Lability Related Parties [Member] | Measurement Input Probability of the Milestone [Member] | Valuation Technique, Discounted Cash Flow [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 51.9 | ||||
Contingent Consideration Lability Related Parties [Member] | Measurement Input Probability of the Milestone [Member] | Valuation Technique, Discounted Cash Flow [Member] | Minimum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 10.5 | ||||
Contingent Consideration Lability Related Parties [Member] | Measurement Input Probability of the Milestone [Member] | Valuation Technique, Discounted Cash Flow [Member] | Maximum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 48.7 | ||||
Contingent Consideration Lability Related Parties [Member] | Measurement Input Probability of the Milestone [Member] | Valuation Technique, Discounted Cash Flow [Member] | Weighted Average [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 51.9 | 34.8 | |||
Contingent Consideration Lability Related Parties [Member] | Measurement Input Discount Rate for Royalties [Member] | Valuation Technique, Discounted Cash Flow [Member] | Minimum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 11.1 | 12 | |||
Contingent Consideration Lability Related Parties [Member] | Measurement Input Discount Rate for Royalties [Member] | Valuation Technique, Discounted Cash Flow [Member] | Maximum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 15.6 | 13 | |||
Contingent Consideration Lability Related Parties [Member] | Measurement Input Discount Rate for Royalties [Member] | Valuation Technique, Discounted Cash Flow [Member] | Weighted Average [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 15 | 12.5 | |||
Contingent Consideration Lability Related Parties [Member] | Measurement Input Discount Rate for Royalties on Milestones [Member] | Valuation Technique, Discounted Cash Flow [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 8.4 | ||||
Contingent Consideration Lability Related Parties [Member] | Measurement Input Discount Rate for Royalties on Milestones [Member] | Valuation Technique, Discounted Cash Flow [Member] | Minimum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 2.9 | ||||
Contingent Consideration Lability Related Parties [Member] | Measurement Input Discount Rate for Royalties on Milestones [Member] | Valuation Technique, Discounted Cash Flow [Member] | Maximum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 7.4 | ||||
Contingent Consideration Lability Related Parties [Member] | Measurement Input Discount Rate for Royalties on Milestones [Member] | Valuation Technique, Discounted Cash Flow [Member] | Weighted Average [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 6.8 | 8.4 | |||
Contingent Consideration Lability Related Parties [Member] | Projected Commercial Revenue [Member] | Discounted Cash Flow with SBM [Member] | Minimum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability | $ | $ 271,700,000 | $ 77,500,000 | |||
Contingent Consideration Lability Related Parties [Member] | Projected Commercial Revenue [Member] | Discounted Cash Flow with SBM [Member] | Maximum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability | $ | 1,461,400,000 | 3,542,000,000 | |||
Contingent Consideration Lability Related Parties [Member] | Projected Clinical Milestone Revenue [Member] | Discounted Cash Flow with SBM [Member] | Minimum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability | $ | 6,000,000 | 6,000,000 | |||
Contingent Consideration Lability Related Parties [Member] | Projected Clinical Milestone Revenue [Member] | Discounted Cash Flow with SBM [Member] | Maximum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability | $ | $ 43,000,000 | $ 30,000,000 | |||
Contingent Consideration Lability Related Parties [Member] | Timing of Royalties on Commercial Revenue [Member] | Valuation Technique, Discounted Cash Flow [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 7 | ||||
Contingent Consideration Lability Related Parties [Member] | Timing of Royalties on Commercial Revenue [Member] | Valuation Technique, Discounted Cash Flow [Member] | Minimum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 7.8 | ||||
Contingent Consideration Lability Related Parties [Member] | Timing of Royalties on Commercial Revenue [Member] | Valuation Technique, Discounted Cash Flow [Member] | Maximum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 8.5 | ||||
Contingent Consideration Lability Related Parties [Member] | Timing of Royalties on Commercial Revenue [Member] | Valuation Technique, Discounted Cash Flow [Member] | Weighted Average [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 7 | 8.1 | |||
Contingent Consideration Lability Related Parties [Member] | Timing of Royalties on Clinical Milestone Revenue [Member] | Valuation Technique, Discounted Cash Flow [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.5 | 1.3 | |||
Contingent Consideration Lability Related Parties [Member] | Timing of Royalties on Clinical Milestone Revenue [Member] | Valuation Technique, Discounted Cash Flow [Member] | Weighted Average [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.5 | 1.3 | |||
Contingent Consideration Lability Related Parties [Member] | Probability of Success Rate [Member] | Discounted Cash Flow with SBM [Member] | Minimum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 26.5 | 3.95 | |||
Contingent Consideration Lability Related Parties [Member] | Probability of Success Rate [Member] | Discounted Cash Flow with SBM [Member] | Maximum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 100 | 100 | |||
Contingent Consideration Lability Related Parties [Member] | Probability of Success Rate [Member] | Discounted Cash Flow with SBM [Member] | Weighted Average [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 33.6 | 12.6 | |||
Contingent Consideration Lability Related Parties [Member] | Probability of Close of License Transaction [Member] | Discounted Cash Flow with SBM [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 80 | ||||
Contingent Consideration Lability Related Parties [Member] | Probability of Close of License Transaction [Member] | Discounted Cash Flow with SBM [Member] | Weighted Average [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 80 | ||||
Two Thousand Twenty Convertible Note [Member] | Measurement Input, Discount Rate [Member] | SBM [Member] | Minimum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term Debt, Measurement Input | 0.5 | ||||
Two Thousand Twenty Convertible Note [Member] | Measurement Input, Discount Rate [Member] | SBM [Member] | Maximum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term Debt, Measurement Input | 7.2 | ||||
Two Thousand Twenty Convertible Note [Member] | Measurement Input, Discount Rate [Member] | SBM [Member] | Weighted Average [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term Debt, Measurement Input | 0.8 | ||||
Two Thousand Twenty Convertible Note [Member] | Measurement Input, Expected Term [Member] | SBM [Member] | Minimum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term Debt, Measurement Input | 0.1 | ||||
Two Thousand Twenty Convertible Note [Member] | Measurement Input, Expected Term [Member] | SBM [Member] | Maximum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term Debt, Measurement Input | 1 | ||||
Two Thousand Twenty Convertible Note [Member] | Measurement Input, Expected Term [Member] | SBM [Member] | Weighted Average [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term Debt, Measurement Input | 0.5 | ||||
Two Thousand Twenty Convertible Note [Member] | Conversion Upon Financing Event [Member] | SBM [Member] | Minimum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term Debt, Measurement Input | 50 | ||||
Two Thousand Twenty Convertible Note [Member] | Conversion Upon Financing Event [Member] | SBM [Member] | Maximum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term Debt, Measurement Input | 90 | ||||
Two Thousand Twenty Convertible Note [Member] | Conversion Upon Financing Event [Member] | SBM [Member] | Weighted Average [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term Debt, Measurement Input | 65.6 | ||||
Two Thousand Twenty Convertible Note [Member] | Measurement Input, Risk Free Interest Rate [Member] | OPM [Member] | Minimum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term Debt, Measurement Input | 0.7 | ||||
Two Thousand Twenty Convertible Note [Member] | Measurement Input, Risk Free Interest Rate [Member] | OPM [Member] | Maximum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term Debt, Measurement Input | 0.6 | ||||
Two Thousand Twenty Convertible Note [Member] | Measurement Input, Risk Free Interest Rate [Member] | OPM [Member] | Weighted Average [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term Debt, Measurement Input | (0.6) | ||||
Two Thousand Twenty Convertible Note [Member] | Measurement Input, Price Volatility [Member] | OPM [Member] | Minimum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term Debt, Measurement Input | 70 | ||||
Two Thousand Twenty Convertible Note [Member] | Measurement Input, Price Volatility [Member] | OPM [Member] | Maximum [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term Debt, Measurement Input | 85 | ||||
Two Thousand Twenty Convertible Note [Member] | Measurement Input, Expected Dividend Rate [Member] | OPM [Member] | Weighted Average [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term Debt, Measurement Input | 78.6 | ||||
Derivative [Member] | Measurement Input, Discount Rate [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 17 | ||||
Derivative [Member] | Measurement Input, Discount Rate [Member] | Weighted Average [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 17 | ||||
Derivative [Member] | Measurement Input, Expected Term [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 1 | ||||
Derivative [Member] | Measurement Input, Expected Term [Member] | Weighted Average [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 1 | ||||
Derivative [Member] | Qualified Financing Transaction [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 20 | ||||
Derivative [Member] | Qualified Financing Transaction [Member] | Weighted Average [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 20 | ||||
Derivative [Member] | Licensing Transaction [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 80 | ||||
Derivative [Member] | Licensing Transaction [Member] | Weighted Average [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative Liability, Measurement Input | 80 |
Fair Value Measurement - Summ_3
Fair Value Measurement - Summary of Fair Value Measurement on Recurring Basis, Unobservable Input Reconciliation (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Change in fair value | $ 10 | |||||
Change in fair value - Other | $ 47 | |||||
Ending Balance | 336 | 225 | ||||
Other Investments At Fair Value [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Beginning Balance | 4,638 | |||||
Initial fair value of instrument - Other | $ 9,358 | |||||
Change in fair value - Other | (440) | (4,720) | ||||
Ending Balance | 4,198 | 4,638 | ||||
Contingent Consideration Lability Related Parties [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Beginning Balance | 2,466 | 1,555 | $ 1,705 | |||
Initial fair value of instrument | 101 | |||||
Change in fair value | 911 | (251) | ||||
Ending Balance | 1,997 | 2,466 | 1,555 | |||
Beginning Balance | 638 | $ 596 | $ 572 | |||
Gain on conversion of notes | 24 | |||||
Change in fair value | (469) | (86) | 42 | |||
Ending Balance | 552 | 638 | 596 | |||
Derivative Liability [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Beginning Balance | 477 | 214 | ||||
Initial fair value of instrument | 304 | |||||
Change in fair value | (41) | |||||
Extinguishment of liability | (820) | |||||
Ending Balance | $ 477 | |||||
Beginning Balance | 215 | 31 | ||||
Initial fair value of instrument | 343 | 184 | ||||
Conversion of notes receivable | 31 | |||||
Ending Balance | 215 | 31 | ||||
Compass Notes Receivable Related Party [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Beginning Balance | 9,003 | 8,244 | ||||
Conversion of notes receivable | (9,003) | |||||
Gain on conversion of notes | 718 | |||||
Foreign currency transaction adjustments | 41 | |||||
Ending Balance | 9,003 | |||||
Two Thousand Twenty Convertible Promissory Notes [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Issuance of notes payable | 18,061 | 2,668 | 9,707 | |||
Beginning Balance | 12,682 | 8,542 | ||||
Gain on conversion of notes | (1,127) | |||||
Change in fair value | 13,867 | 1,260 | ||||
Foreign currency transaction adjustments | 687 | 212 | (38) | |||
Ending Balance | $ 45,297 | $ 12,682 | $ 8,542 | |||
Warrant Liability [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Beginning Balance | $ 289 | |||||
Initial fair value of instrument | 249 | |||||
Change in fair value | 40 | |||||
Ending Balance | $ 289 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) $ / shares in Units, $ in Thousands | 4 Months Ended | ||||||||
Apr. 30, 2020USD ($) | Sep. 30, 2021€ / shares | Sep. 30, 2021USD ($)$ / shares | Jun. 30, 2021$ / shares | Jun. 30, 2021€ / shares | Jun. 10, 2021USD ($) | May 31, 2021 | May 14, 2021USD ($) | Dec. 31, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Fair value of Convertible Notes | $ 9,000 | ||||||||
Fair value of embedded conversion features | $ 800 | $ 200 | |||||||
Debt conversion price | (per share) | € 1,350 | $ 1,654 | $ 1,654 | € 1,350 | |||||
change in fair value of short term notes receivable | $ 700 | ||||||||
Fair value of the contingent milestone and royalty liabilities | $ 100 | ||||||||
Fair value of warrant liability | 0 | ||||||||
Other investments held at fair value | $ 6,816 | ||||||||
Fair value of common stock by applying discount for lack of marketability | 5.00% | 13.70% | |||||||
Common Stock [Member] | IntelGenx [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Investment measured at fair value as per fair value option | $ 3,000 | ||||||||
Other investments held at fair value | $ 2,600 | ||||||||
Warrant [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Investment measured at fair value as per fair value option | 1,200 | ||||||||
Warrant [Member] | IntelGenx [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Investment measured at fair value as per fair value option | 1,200 | ||||||||
Other investments held at fair value | 700 | ||||||||
Additional Warrants [Member] | IntelGenx [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Investment measured at fair value as per fair value option | $ 8,200 | ||||||||
Other investments held at fair value | 3,500 | ||||||||
Level 3 [Member] | Neuronasal Inc [Member] | Warrant [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Fair value of warrant liability | 300 | ||||||||
Contingent Milestone [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Fair value of the contingent milestone and royalty liabilities | 1,900 | 1,700 | |||||||
Royalty Liabilities [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Fair value of the contingent milestone and royalty liabilities | $ 1,900 | $ 1,700 | |||||||
Probability of Close of License Transaction [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
License transaction, measurement input | 80 | ||||||||
Probability of Failure of License Transaction [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
License transaction, measurement input | 20 | ||||||||
Qualified Financing Transactions [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Perception Convertible Notes, Measurement Input | 20 | ||||||||
Licensing Transactions [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Perception Convertible Notes, Measurement Input | 80 | ||||||||
Measurement Input, Discount Rate [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Perception Convertible Notes, Measurement Input | 18 | 18 | 17 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid Research And Development Related Expenses | $ 3,070 | $ 313 |
Research and development tax credit | 1,105 | 556 |
Sales tax receivables | 2,281 | 509 |
Prepaid insurance | 4,634 | 144 |
Other | 461 | 554 |
Total | $ 11,551 | $ 2,076 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued Liabilities, Current [Abstract] | ||
Accrued accounting, legal, and other professional fees | $ 3,690 | $ 2,858 |
Taxes payable | 5,927 | 997 |
Accrued external research and development expenses | 1,388 | 347 |
Accrued payroll | 1,930 | 1,098 |
Accrued advisory fees | 132 | 3,819 |
Other liabilities | 8 | 96 |
Total | $ 13,075 | $ 9,215 |
Convertible Promissory Notes -
Convertible Promissory Notes - Summary of Convertible Promissory Notes (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Unamortized discount and deferred issuance costs | $ (8) | $ (18) |
Total | 800 | 1,199 |
Convertible Notes Issued in November 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 174 | 195 |
Convertible Notes Issued in October 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 634 | $ 1,022 |
Convertible Promissory Notes _2
Convertible Promissory Notes - Additional Information (Detail) € / shares in Units, $ / shares in Units, € in Millions | Jun. 10, 2021USD ($)shares | Dec. 31, 2020USD ($) | Nov. 30, 2020shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2021EUR (€) | Sep. 30, 2020USD ($) | Sep. 30, 2021EUR (€)€ / shares | Jun. 30, 2021$ / shares | Jun. 30, 2021€ / shares | May 31, 2021USD ($) | Jan. 31, 2021USD ($) | Jan. 01, 2021USD ($) | Dec. 01, 2020USD ($) | Oct. 31, 2020USD ($) | Oct. 31, 2020EUR (€) | Mar. 16, 2020USD ($) | Jan. 31, 2020USD ($) | Jan. 31, 2020EUR (€) | Nov. 30, 2018USD ($) | Nov. 30, 2018EUR (€) | Oct. 31, 2018USD ($) | Oct. 31, 2018EUR (€) |
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt conversion price | (per share) | $ 1,654 | $ 1,654 | € 1,350 | $ 1,654 | € 1,350 | |||||||||||||||||||
Amortization of debt discount | $ 192,000 | $ 35,000 | ||||||||||||||||||||||
Unamortized debt discount | $ 8,000 | |||||||||||||||||||||||
Second Tranche Funding [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible promissory notes issued | $ 5,000,000 | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Stock issued during period share, Conversion of covertible securities | shares | 4,838,176 | |||||||||||||||||||||||
2020 Convertible Note Agreement [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible promissory notes issued | $ 33,500,000 | € 30 | ||||||||||||||||||||||
Interest expense and change in fair value of convertible notes | $ 13,900,000 | 14,000,000 | ||||||||||||||||||||||
2020 Convertible Note Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Stock issued during period share, Conversion of covertible securities | shares | 8,773,056 | |||||||||||||||||||||||
Perception March 2020 Notes [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible promissory notes issued | $ 3,900,000 | |||||||||||||||||||||||
Convertible promissory notes, interest rate | 5.00% | |||||||||||||||||||||||
Fair value of derivative liabilities | $ 200,000 | 200,000 | 200,000 | |||||||||||||||||||||
Gain from change in fair value of the derivative liability | 10,000 | 54,047 | ||||||||||||||||||||||
Fair value of Perception Series A preferred stock | 600,000 | |||||||||||||||||||||||
Gain (loss) from change in fair value of the derivative liability | 10,000 | 54,047 | ||||||||||||||||||||||
Perception March 2020 Notes [Member] | Sonia Weiss Pick And Family [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Fair value of derivative liabilities | $ 100,000 | $ 100,000 | ||||||||||||||||||||||
Perception December 2020 Convertible Note Agreement [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible promissory notes issued | $ 12,000,000 | |||||||||||||||||||||||
Convertible promissory notes, interest rate | 5.00% | 5.00% | ||||||||||||||||||||||
Fair value of derivative liabilities | 400,000 | |||||||||||||||||||||||
Proceeds from licensing and collaboration arrangement | $ 20,000,000 | |||||||||||||||||||||||
Gain from change in fair value of the derivative liability | 41,000 | |||||||||||||||||||||||
Loss on extinguishment of notes | 500,000 | |||||||||||||||||||||||
Debt carrying value | 2,700,000 | |||||||||||||||||||||||
Fair value of Perception Series A preferred stock | 2,200,000 | |||||||||||||||||||||||
Gain (loss) from change in fair value of the derivative liability | 41,000 | |||||||||||||||||||||||
Perception December 2020 Convertible Note Agreement [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible notes conversion, shares issued | shares | 6,456,595 | |||||||||||||||||||||||
Perception December 2020 Convertible Note Agreement [Member] | First Tranche Funding [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible promissory notes issued | $ 6,200,000 | $ 800,000 | $ 7,000,000 | |||||||||||||||||||||
Perception December 2020 Convertible Note Agreement [Member] | Second Tranche Funding [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Fair value of derivative liabilities | $ 300,000 | 300,000 | ||||||||||||||||||||||
Perception December 2020 Convertible Note Agreement [Member] | ATAI LIFE SCIENCES N.V. [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible notes conversion, shares issued | shares | 5,403,791 | |||||||||||||||||||||||
Perception December 2020 Convertible Note Agreement [Member] | ATAI LIFE SCIENCES N.V. [Member] | Second Tranche Funding [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible promissory notes issued | 4,200,000 | |||||||||||||||||||||||
Perception December 2020 Convertible Note Agreement [Member] | Sonia Weiss Pick And Family [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible notes conversion, shares issued | shares | 440,415 | |||||||||||||||||||||||
Perception December 2020 Convertible Note Agreement [Member] | Sonia Weiss Pick And Family [Member] | Second Tranche Funding [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible promissory notes issued | 300,000 | |||||||||||||||||||||||
Perception December 2020 Convertible Note Agreement [Member] | Other Investors [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible notes conversion, shares issued | shares | 584,580 | |||||||||||||||||||||||
Perception December 2020 Convertible Note Agreement [Member] | Other Investors [Member] | Second Tranche Funding [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible promissory notes issued | 400,000 | |||||||||||||||||||||||
Perception December 2020 Convertible Note Agreement [Member] | Apeiron [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible notes conversion, shares issued | shares | 27,809 | |||||||||||||||||||||||
Perception December 2020 Convertible Note Agreement [Member] | Apeiron [Member] | Second Tranche Funding [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible promissory notes issued | $ 200,000 | |||||||||||||||||||||||
Perception December 2020 Convertible Note Agreement [Member] | Qualified Sale of Preferred Stock [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Minimum proceeds expected from sale of preferred stock for debt conversion | $ 5,000,000 | |||||||||||||||||||||||
Debt conversion price, discount percentage | 25.00% | 25.00% | ||||||||||||||||||||||
Perception December 2020 Convertible Note Agreement [Member] | Licensing Transaction [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Minimum licensing transaction for debt conversion | $ 5,000,000 | |||||||||||||||||||||||
Debt conversion price | $ / shares | $ 0.75 | $ 0.75 | ||||||||||||||||||||||
Debt conversion price, threshold percentage | 75.00% | |||||||||||||||||||||||
Perception December 2020 Convertible Note Agreement [Member] | Change In control [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt conversion price | $ / shares | $ 0.75 | $ 0.75 | ||||||||||||||||||||||
Perception Convertible Notes [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest expense | $ 200,000 | |||||||||||||||||||||||
Amortization of debt discount | 200,000 | |||||||||||||||||||||||
Unamortized debt discount | $ 300,000 | |||||||||||||||||||||||
Two Thousand Eighteen Convertible Note Agreement [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible promissory notes issued | $ 100,000 | $ 100,000 | € 0.1 | $ 200,000 | € 0.2 | $ 1,000,000 | € 0.8 | |||||||||||||||||
Debt conversion price | $ / shares | $ 17 | $ 17 | ||||||||||||||||||||||
Fair value of Perception Series A preferred stock | $ 6,000,000 | € 5.1 | ||||||||||||||||||||||
Aggregate principal amount | $ 1,200,000 | |||||||||||||||||||||||
Two Thousand Eighteen Convertible Note Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible promissory notes issued | $ 1,200,000 | € 1 | ||||||||||||||||||||||
Two Thousand Eighteen Convertible Note Agreement [Member] | Apeiron [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible promissory notes issued | $ 600,000 | € 0.5 | ||||||||||||||||||||||
Two Thousand Eighteen Convertible Note Agreement [Member] | Other Shareholder [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Convertible promissory notes issued | $ 400,000 | € 0.3 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jun. 22, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Jan. 31, 2021USD ($)shares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Mar. 31, 2021€ / sharesshares | Dec. 31, 2020shares |
Class of Stock [Line Items] | |||||||
Common stock, shares, issued | shares | 13,419,360 | 159,657,952 | 13,419,360 | 114,735,712 | |||
Sale of stock issue price per share | (per share) | $ 11.71 | € 9.69 | |||||
Issuance costs | $ 4,900 | $ 12,350 | |||||
Common stock issuance price, cash | $ 152,200 | $ 409,884 | |||||
IPO [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock issue price per share | $ / shares | $ 15 | ||||||
Stock issued during period, Shares | shares | 17,250,000 | ||||||
Proceeds from issuance of IPO | $ 231,600 | ||||||
Underwriting discount | $ 18,100 | ||||||
Common Class A [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued during period, Shares | shares | 2,250,000 | ||||||
Common Class A [Member] | IPO [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock issue price per share | $ / shares | $ 15 | ||||||
Stock issued during period, Shares | shares | 17,250,000 | ||||||
Proceeds from issuance of IPO | $ 231,600 | ||||||
Offering costs | $ 9,000 | ||||||
Apeiron [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares, issued | shares | 2,133,328 | ||||||
Common stock issuance price, cash | $ 12,200 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of share based Payment Arrangement Option Activity (Detail) - Service And Performance Based Options [Member] - Two Thousand And Twenty Incentive Plan [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options,Beginning | 11,331,232 | |||
Number of Options, Granted | [1] | 15,453,771 | ||
Number of options,Cancelled or forfeited | [2] | 2,092,779 | ||
Number of options,End | 24,692,224 | [3] | 11,331,232 | |
Number of options,Options exercisable | 7,586,329 | |||
Weighted- Average Exercise Price,Beginning | $ 1.54 | |||
Weighted- Average Exercise Price,Granted | 9.07 | |||
Weighted- Average Exercise Price,Cancelled or forfeited | 2.88 | |||
Weighted- Average Exercise Price,Outstanding | 6.14 | $ 1.54 | ||
Weighted- Average Exercise Price,Options exercisable | $ 1.29 | |||
Weighted- Average Remaining Contractual Term (Years),Beginning | 4 years 6 months 25 days | 4 years 7 months 20 days | ||
Weighted- Average Remaining Contractual Term (Years),Options exercisable | 3 years 10 months 20 days | |||
Aggregate Intrinsic Value,Beginning | $ 47,735 | |||
Aggregate Intrinsic Value,Outstanding | 215,725 | $ 47,735 | ||
Aggregate Intrinsic Value,Options exercisable | $ 102,412 | |||
[1] | Includes (a) 5,391,184 stock options that will vest over a two to four-year service period, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant. If the Company achieves an IPO (as defined in the awards) by June 30, 2021 or December 31, 2021, an additional 25 % or 12.5 %, respectively, the stock options will accelerate and vest upon the occurrence of the transaction, (b) 5,241,785 stock options that will vest over a one to four-year service period, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant (c) 1,460,784 stock options that will vest at the end of a four-year service period and upon the satisfaction of specified performance-based vesting conditions, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant, (d) 624,000 stock options that will vest over a three-year service period, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant, (e) 400,688 stock options that will vest over a four-year service period and upon the satisfaction of specified performance-based vesting conditions including liquidity-based conditions, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant. If the Company achieves an IPO (as defined in the awards) by June 30, 2021 or December 31, 2021, an additional 25 % or 12.5 %, respectively, will accelerate and satisfy the service-based vesting condition upon the occurrence of the transaction, (f) 400,000 stock options that will vest over a two-year service period and upon the satisfaction of specified market-based conditions tied to price of the Company’s publicly traded shares, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant, (g) 338,112 stock options that will vest over a four-year service period and upon the satisfaction of specified performance-based vesting conditions including liquidity-based conditions, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant, (h) 100,640 stock options that will vest over a four-year service period and upon the satisfaction of specified performance-based vesting conditions, only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant, (i) 94,096 stock options that will vest only if and when a “Liquidity Event” (as defined in the awards) occurs within five years of the date of grant, and (j) 1,402,482 stock options that will vest over a three to four-year service period. | |||
[2] | Includes 1,152,192 Exchange Options | |||
[3] | With the satisfaction of the Liquidit y Event (as defined in the awards) during the nine months ended September 30, 2021, the outstanding options include (a) 15,453,771 stock options as described in footnote (1) less 652,304 stock options forfeited, (b) 4,566,848 vested stock options yet to be exercised as of September 30, 2021, (c) 3,027,408 stock options that will vest over of a four-year service period and upon the satisfaction of specified performance-based vesting conditions, and (d) 2,296,501 stock options that will vest over a two to four-year service period. |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) | 9 Months Ended |
Sep. 30, 2021 | |
HSOP Plan[Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average expected term in years | 8 years |
Weighted average expected stock price volatility | 70.00% |
Risk-free interest rate, Minimum | (0.70%) |
Risk-free interest rate, Maximum | (0.65%) |
Expected dividend yield | 0.00% |
Service And Performance Based Options [Member] | Two Thousand And Twenty Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average expected term in years | 3 years 10 months 6 days |
Weighted average expected stock price volatility | 80.60% |
Risk-free interest rate, Minimum | (0.76%) |
Risk-free interest rate, Maximum | 1.27% |
Expected dividend yield | 0.00% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Employee Stock Ownership Plan (ESOP) Disclosures (Detail) - HSOP Shares [Member] - HSOP Plan[Member] $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2021USD ($)$ / sharesshares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options,Beginning | 0 | |
Number of Options, Granted | 7,281,376 | [1] |
Number of Options, Cancelled or forfeited | 132,752 | |
Number of options,End | 7,148,624 | |
Number of Options,Options exercisable | 3,599,936 | |
Weighted- Average Exercise Price,Beginning | $ / shares | $ 0 | |
Weighted- Average Exercise Price, Cancelled or forfeited | $ / shares | 6.64 | |
Weighted- Average Exercise Price,End | $ / shares | 6.64 | |
Weighted- Average Exercise Price,Options exercisable | $ / shares | $ 6.64 | |
Weighted- Average Remaining Contractual Term (Years) | 14 years 3 months 3 days | |
Weighted- Average Remaining Contractual Term (Years),Options exercisable | 14 years 3 months 3 days | |
Aggregate Intrinsic Value,Beginning | $ | $ 0 | |
Aggregate Intrinsic Value,Granted | $ | 0 | |
Aggregate Intrinsic Value,End | $ | 55,891 | |
Aggregate Intrinsic Value,Options exercisable | $ | $ 28,160 | |
[1] | Includes 4,543,936 Exchange Options |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Share-based Compensation Arrangements by Share-based Payment Award (Detail) - Share-based Payment Arrangement, Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options,Cancelled or forfeited | (652,304) | |
Kures Two Thousand And Nineteen Stock Option And Grant Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options,Beginning | 600,000 | |
Number of Options, Granted | 0 | |
Number of options,Cancelled or forfeited | 0 | |
Number of options,End | 600,000 | 600,000 |
Number of options, Options vested and expected to vest | 600,000 | |
Number of options,Options exercisable | 287,500 | |
Weighted- Average Exercise Price,Beginning | $ 0.10 | |
Weighted- Average Exercise Price,Granted | 0 | |
Weighted- Average Exercise Price,End | 0.10 | $ 0.10 |
Weighted- Average Exercise Price, Options vested and expected to vest | 0.10 | |
Weighted- Average Exercise Price,Options exercisable | $ 0.10 | |
Weighted- Average Remaining Contractual Term (Years),Beginning | 8 years 9 months 29 days | 9 years 6 months 29 days |
Weighted- Average Remaining Contractual Term (Years),Options vested and expected to vest | 8 years 9 months 29 days | |
Weighted- Average Remaining Contractual Term (Years),Options exercisable | 8 years 9 months 29 days | |
Aggregate Intrinsic Value,Beginning | $ 0 | |
Aggregate Intrinsic Value,Exercised | 0 | |
Aggregate Intrinsic Value,Outstanding | $ 0 | $ 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | Jan. 23, 2021€ / shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Jun. 30, 2021USD ($)shares | Sep. 30, 2021USD ($)Employee$ / sharesshares | Sep. 30, 2021USD ($)€ / shares$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2021 | Dec. 31, 2020shares | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Share based compensation expenses | $ | $ 3,000 | |||||||||
Number of options outstanding | 14,135,776 | 14,135,776 | 14,135,776 | |||||||
Number of shares exchanged | 1,152,192 | |||||||||
Two to fouryear service period [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Number of options outstanding | 5,391,184 | 5,391,184 | 5,391,184 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |||||||||
Four to Five Year Service period [Member] | IPO [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Number of options outstanding | 400,688 | 400,688 | 400,688 | |||||||
Three to Five year service period [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Number of options outstanding | 624,000 | 624,000 | 624,000 | |||||||
Two to Five year Service Period [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Number of options outstanding | 400,000 | 400,000 | 400,000 | |||||||
One to four year service period [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Number of options outstanding | 5,241,785 | 5,241,785 | 5,241,785 | |||||||
Minimum [Member] | Two to fouryear service period [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Share based payment arrangements, Award vesting rights percentage | 25.00% | 25.00% | ||||||||
Maximum [Member] | Two to fouryear service period [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Share based payment arrangements, Award vesting rights percentage | 12.50% | |||||||||
Share-based Payment Arrangement, Option [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Number of options,Cancelled or forfeited | 652,304 | |||||||||
Number of options outstanding, including both vested and non-vested options. | 15,453,771 | 15,453,771 | 15,453,771 | |||||||
Number of share options exercised during the current period | 4,566,848 | |||||||||
Share-based Payment Arrangement, Option [Member] | Two to fouryear service period [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Number of options outstanding, including both vested and non-vested options. | 2,296,501 | 2,296,501 | 2,296,501 | |||||||
Share-based Payment Arrangement, Option [Member] | Four year service period [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 3,027,408 | |||||||||
Performancebased vesting [Member] | Four to Five Year Service period [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Number of options outstanding | 1,460,784 | 1,460,784 | 1,460,784 | |||||||
Liquidity Event [Member] | Four to Five Year Service period [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Number of options outstanding | 338,112 | 338,112 | 338,112 | |||||||
Liquidity Event [Member] | Five year service period [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Number of options outstanding | 94,096 | 94,096 | 94,096 | |||||||
specified performancebased vesting [Member] | Four to Five Year Service period [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Number of options outstanding | 100,640 | 100,640 | 100,640 | |||||||
HSOP Plan[Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Share based payment arrangements, Award vesting rights percentage | 25.00% | 12.50% | ||||||||
Unrecognized stock based compensation compensation | $ | $ 10,800,000 | $ 10,800,000 | $ 10,800,000 | |||||||
Unrecognized stock based compensation compensation, Expected period of recognition | 1 year 3 months 29 days | |||||||||
Employee stock ownership plan, Number of shares available for future issuance | 851,376 | 851,376 | 851,376 | |||||||
Employee stock ownership plan, Weighted average purchase price of shares | € / shares | $ 0.06 | |||||||||
Employee stock ownership plan, Employer loan guarantee | $ | $ 500,000 | $ 500,000 | $ 500,000 | |||||||
Percentage of per annum interest rate | 2.00% | |||||||||
HSOP Plan[Member] | Non Recourse Loan [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Employee stock ownership plan, Weighted average purchase price of shares | € / shares | € 0.06 | |||||||||
Percentage of compensation received | 2.00% | |||||||||
Percentage of per annum interest rate | 2.00% | |||||||||
HSOP Plan[Member] | Exchange Options [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Share based payment arrangements, Number of employees affected by plan modification | Employee | 3 | |||||||||
Share based payment arrangements, Weighted average grant date fair value of nonvested option | $ / shares | $ 4.20 | $ 4.20 | $ 4.20 | |||||||
HSOP Plan[Member] | HSOP Shares [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Shares reserved for future issuance | 8,000,000 | 8,000,000 | 8,000,000 | |||||||
Share based payment arrangements, Equity instruments other than options granted | [1] | 7,281,376 | ||||||||
Number of shares exchanged | 4,543,936 | |||||||||
Two Thousand And Twenty Incentive Plan [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Shares reserved for future issuance | 22,658,192 | 22,658,192 | 22,658,192 | |||||||
Unrecognized stock based compensation compensation | $ | $ 83,200,000 | $ 83,200,000 | $ 83,200,000 | |||||||
Unrecognized stock based compensation compensation, Expected period of recognition | 2 years 2 months 15 days | |||||||||
Share based compensation expenses | $ | $ 9,400,000 | $ 2,100,000 | $ 30,100,000 | $ 2,100,000 | ||||||
Number of options outstanding | 0 | 0 | 0 | |||||||
Common stock, for issuance to executive officers | 16,000,000 | |||||||||
Two Thousand And Twenty Incentive Plan [Member] | Service And Performance Based Options [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Share based payment arrangement, Options expected to vest outstanding | 3,176,976 | |||||||||
Share based payment arrangements, Options cancelled | 2,464,720 | 2,464,720 | 2,464,720 | |||||||
Share based payment arrangements, Number of employees affected by plan modification | Employee | 12 | |||||||||
Share based payment arrangements, Award vesting rights percentage | 25.00% | 12.50% | ||||||||
Number of options,Cancelled or forfeited | 1,152,192 | |||||||||
Unrecognized stock based compensation compensation | $ | $ 3,800,000 | $ 3,800,000 | $ 3,800,000 | |||||||
Employee stock ownership plan, Weighted average purchase price of shares | $ / shares | $ 4.97 | |||||||||
Two Thousand And Twenty Incentive Plan [Member] | Service And Performance Based Options [Member] | Cancellation Of Shares [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Share based payment arrangements, Equity instruments other than options granted | 4,543,936 | |||||||||
Kures Two Thousand And Nineteen Stock Option And Grant Plan [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Shares reserved for future issuance | 954,315 | 954,315 | 954,315 | |||||||
Kures Two Thousand And Nineteen Stock Option And Grant Plan [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Share based payment arrangement, Options expected to vest outstanding | 600,000 | 600,000 | 600,000 | |||||||
Share based payment arrangements, Options cancelled | 600,000 | 600,000 | 600,000 | 600,000 | ||||||
Number of options,Cancelled or forfeited | 0 | |||||||||
Unrecognized stock based compensation compensation | $ | $ 100,000 | $ 100,000 | $ 100,000 | |||||||
Unrecognized stock based compensation compensation, Expected period of recognition | 1 year 10 months 28 days | |||||||||
Share based payment arrangement, Shares issued in period | 600,000 | |||||||||
Share based compensation expenses | $ | 11,000 | 11,000 | ||||||||
Number of options outstanding | 354,315 | 354,315 | 354,315 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | |||||||||
Kures Restricted Common Stock Award [Member] | Restricted Stock [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Unrecognized stock based compensation compensation | $ | $ 100,000 | |||||||||
Unrecognized stock based compensation compensation, Expected period of recognition | 10 months 28 days | |||||||||
Share based compensation expenses | $ | $ 42,000 | 41,000 | ||||||||
Share based payment arrangement, Equity instrument other than option vested, Fair value | $ | $ 100,000 | |||||||||
Kures Restricted Common Stock Award [Member] | Restricted Stock [Member] | Unvested Restricted Stock [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Share based payment arrangement, Shares issued in period | 4,937,530 | |||||||||
Recognify Restricted Common Stock Award [Member] | Restricted Stock [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Unrecognized stock based compensation compensation | $ | 1,100,000 | $ 1,100,000 | $ 1,100,000 | |||||||
Unrecognized stock based compensation compensation, Expected period of recognition | 1 year 11 months 4 days | |||||||||
Share based payment arrangement, Equity instrument other than option vested, Fair value | $ | $ 500,000 | |||||||||
Recognify Restricted Common Stock Award [Member] | Restricted Stock [Member] | Unvested Restricted Stock [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Share based payment arrangement, Shares issued in period | 1,017,917 | |||||||||
Atai Life Sciences Hurdle Share Option Plan [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Share based compensation expenses | $ | 2,600,000 | $ 0 | $ 19,200,000 | 0 | ||||||
Weighted average grant-date fair value of options granted | $ / shares | $ 4.37 | |||||||||
Two thousand twenty Kures Plan [Member] | Restricted Stock [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Share based compensation expenses | $ | $ 125,000 | $ 124,000 | ||||||||
Two thousand Twenty Recognify Plan [Member] | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Share based compensation expenses | $ | $ 200,000 | $ 500,000 | ||||||||
[1] | Includes 4,543,936 Exchange Options |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Kures' restricted common stock awards activity (Detail) - Kures Restricted Common Stock Awards [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share Based Arrangements To Obtain Goods And Services [Line Items] | |
Number of options,Beginning | shares | 2,743,066 |
Number of options,Vested | shares | (1,234,386) |
Number of options,End | shares | 1,508,680 |
Weighted Average Grant Date Fair Value, Begining of period | $ / shares | $ 0.10 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 0.10 |
Weighted Average Grant Date Fair Value, Ending of period | $ / shares | $ 0.10 |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of restricted stock awards (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 3,000 | |||
Options and Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 12,240,000 | $ 2,139,000 | $ 2,221,000 | |
Atai ESOP [Member] | Options and Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 9,431,000 | 2,086,000 | $ 30,069,000 | 2,086,000 |
Atai HSOP [Member] | Options and Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 2,593,000 | 0 | 19,243,000 | 0 |
KuresStock Option [Member] | Options and Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 3,000 | 11,000 | 8,000 | 11,000 |
Kures RSA [Member] | Options and Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 41,000 | 42,000 | 125,000 | 124,000 |
Recognify Stock Options [Member] | Options and Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 519,000 | |||
Recognify RSA [Member] | Options and Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 172,000 | 0 | 49,964,000 | 0 |
Research and Development Expense [Member] | Options and Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 5,401,000 | 53,000 | 135,000 | |
Research and Development Expense [Member] | Atai ESOP [Member] | Options and Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 5,248,000 | 0 | 13,946,000 | 0 |
Research and Development Expense [Member] | Atai HSOP [Member] | Options and Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 0 | 0 | 0 | 0 |
Research and Development Expense [Member] | KuresStock Option [Member] | Options and Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 3,000 | 11,000 | 8,000 | 11,000 |
Research and Development Expense [Member] | Kures RSA [Member] | Options and Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 41,000 | 42,000 | 125,000 | 124,000 |
Research and Development Expense [Member] | Recognify Stock Options [Member] | Options and Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 331,000 | |||
Research and Development Expense [Member] | Recognify RSA [Member] | Options and Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 109,000 | 0 | 14,410,000 | 0 |
General and Administrative Expense [Member] | Options and Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 6,839,000 | 2,086,000 | 2,086,000 | |
General and Administrative Expense [Member] | Atai ESOP [Member] | Options and Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 4,183,000 | 2,086,000 | 16,123,000 | 2,086,000 |
General and Administrative Expense [Member] | Atai HSOP [Member] | Options and Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 2,593,000 | 0 | 19,243,000 | 0 |
General and Administrative Expense [Member] | KuresStock Option [Member] | Options and Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 0 | 0 | 0 | 0 |
General and Administrative Expense [Member] | Kures RSA [Member] | Options and Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 0 | 0 | 0 | 0 |
General and Administrative Expense [Member] | Recognify Stock Options [Member] | Options and Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 188,000 | |||
General and Administrative Expense [Member] | Recognify RSA [Member] | Options and Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 63,000 | $ 0 | $ 35,554,000 | $ 0 |
Stock-Based Compensation - Su_6
Stock-Based Compensation - Summary of Recognify' restricted common stock awards activity (Detail) - Recognify Restricted Common Stock Awards [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share Based Arrangements To Obtain Goods And Services [Line Items] | |
Number of options,Beginning | shares | 952,387 |
Number of options,Vested | shares | (298,026) |
Number of options,End | shares | 654,361 |
Weighted Average Grant Date Fair Value, Begining of period | $ / shares | $ 1.71 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 1.71 |
Weighted Average Grant Date Fair Value, Ending of period | $ / shares | $ 1.71 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income Tax Expense (Benefit) | $ 368,000 | $ 4,000 | $ 432,000 | $ 4,000 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net loss | $ (31,642) | $ (83,194) | $ (80,971) | $ (84,270) |
Net income (loss) attributable to redeemable noncontrolling interests and noncontrolling interests | (484) | 1 | (2,040) | (1,021) |
Net income attributable to ATAI Life Sciences N.V. shareholders - basic and diluted | $ (31,158) | $ (83,195) | $ (78,931) | $ (83,249) |
Denominator: | ||||
Weighted average common shares outstanding attributable to ATAI Life Sciences N.V. stockholders - basic and diluted | 151,130,212 | 90,709,312 | 134,334,685 | 90,709,312 |
Net income per share attributable to ATAI Life Sciences N.V. shareholders - basic and diluted | $ (0.21) | $ (0.92) | $ (0.59) | $ (0.92) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Computation of Diluted net Income (Loss) Per Share Attributable to Common Shareholders (Detail) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 43,002,672 | 23,196,877 |
Options to purchase Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 24,692,224 | 11,675,328 |
HSOP options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,148,624 | |
2020 Convertible Promissory Notes (Note 11) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,961,549 | |
2018 Convertible Promissory Notes - Related Parties (Note 11) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,161,824 | 2,560,000 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - shares | Jun. 07, 2021 | Sep. 30, 2021 | Nov. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 |
Net Income (Loss) Per Share [Line Items] | |||||
Common stock, Conversion basis | 1.6 to one | 1 to 10 basis | |||
Common Stock [Member] | |||||
Net Income (Loss) Per Share [Line Items] | |||||
Stock issued during period share, Conversion of covertible securities | 4,838,176 | ||||
2018 Convertible Promissory Notes - Related Parties (Note 11) | Common Stock [Member] | |||||
Net Income (Loss) Per Share [Line Items] | |||||
Stock issued during period share, Conversion of covertible securities | 697,614 | ||||
Common stock, Conversion basis | one-for-sixteen | ||||
2020 Convertible Notes [Member] | Common Stock [Member] | |||||
Net Income (Loss) Per Share [Line Items] | |||||
Stock issued during period share, Conversion of covertible securities | 8,773,056 |
License Agreements - Additional
License Agreements - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | |
Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
License Agreements [Line Items] | |||
Research and development expenses | $ 8,934,000 | $ 120,000 | |
ATAI Kures Inc. [Member] | License Agreement Terms [Member] | |||
License Agreements [Line Items] | |||
Percentage of the common stock shares outstanding | 5.00% | ||
Period of notice for termination of agremeent | 90 days | ||
ATAI Kures Inc. [Member] | License Agreement Terms [Member] | Regulatory And Sales Based Milestone [Member] | Initial Indication [Member] | |||
License Agreements [Line Items] | |||
Milestone payment payable | $ 15,500,000 | ||
ATAI Kures Inc. [Member] | License Agreement Terms [Member] | Regulatory And Sales Based Milestone [Member] | Second And Subsequent Indication [Member] | |||
License Agreements [Line Items] | |||
Milestone payment payable | 7,300,000 | ||
ATAI Kures Inc. [Member] | License Agreement Terms [Member] | Minimum [Member] | |||
License Agreements [Line Items] | |||
Annual license fee payable | 10,000 | ||
ATAI Kures Inc. [Member] | License Agreement Terms [Member] | Maximum [Member] | |||
License Agreements [Line Items] | |||
Annual license fee payable | 100,000 | ||
ATAI Kures Inc. [Member] | License Agreement Terms [Member] | Stock Purchase Agreement [Member] | |||
License Agreements [Line Items] | |||
Research and development expenses | 100,000 | ||
Stock shares issued during the period for services value | $ 100,000 | ||
Otsuka Agreement [Member] | |||
License Agreements [Line Items] | |||
Contract with customer liability, current | 200,000 | ||
Otsuka Agreement [Member] | Research And Development Services [Member] | |||
License Agreements [Line Items] | |||
Revenue recognized upon performance obligation satisfied | 19,700,000 | ||
Contract with customer liability, revenue recognized | 400,000 | ||
Accelerate License Agreement [Member] | |||
License Agreements [Line Items] | |||
Performance obligation | 100,000 | ||
Otsuka [Member] | Otsuka Agreement [Member] | |||
License Agreements [Line Items] | |||
Performance obligation | 20,000,000 | ||
Otsuka [Member] | Otsuka Agreement [Member] | Outset Of The Otsuka Agreement [Member] | |||
License Agreements [Line Items] | |||
Performance obligation | 20,000,000 | ||
Otsuka [Member] | Commercial Milestones [Member] | Otsuka Agreement [Member] | |||
License Agreements [Line Items] | |||
Milestone payments, receivable | 66,000,000 | ||
Otsuka [Member] | Development And Regulatory Milestones [Member] | Otsuka Agreement [Member] | |||
License Agreements [Line Items] | |||
Milestone payments, receivable | 35,000,000 | ||
Psyber [Member] | Clinical And Sale Milestones [Member] | Accelerate License Agreement [Member] | |||
License Agreements [Line Items] | |||
Milestone payments, receivable | $ 300,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jun. 10, 2021USD ($)shares | Mar. 31, 2021USD ($)$ / sharesshares | Jan. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($)shares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Mar. 31, 2021€ / shares | Feb. 28, 2021USD ($) | Dec. 01, 2020USD ($) |
Related Party Transaction [Line Items] | ||||||||||||||
Equity method investment, ownership percentage | 80.00% | 80.00% | 80.00% | |||||||||||
Proceeds from issuance of common stock | $ 152,200 | $ 409,884 | ||||||||||||
Sale of stock issue price per share | (per share) | $ 11.71 | $ 11.71 | € 9.69 | |||||||||||
Stock issued during period, Value | $ 231,581 | $ 23,510 | ||||||||||||
Percentage of common stock reserved | 27.00% | |||||||||||||
Perception December Two Thousand Twenty Convertible Note Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 12,000 | |||||||||||||
Proceeds from licensing and collaboration arrangement | $ 20,000 | |||||||||||||
Series A Preferred Stock [Member] | Perception December Two Thousand Twenty Convertible Note Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Convertible notes conversion, shares issued | shares | 6,456,595 | |||||||||||||
General and Administrative Expense [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
stock-based compensation | $ 200 | $ 500 | ||||||||||||
Common Stock [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued during period, Shares | shares | 13,419,360 | 17,250,000 | 15,552,688 | |||||||||||
Sale of stock issue price per share | (per share) | $ 11.71 | $ 11.71 | € 9.69 | |||||||||||
Stock issued during period, Value | $ 2,046 | $ 1,881 | ||||||||||||
Founder [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Equity method investment, ownership percentage | 21.70% | 19.00% | 19.00% | |||||||||||
Galaxy NYC Based Multi Strategy Investment Firm [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Equity method investment, ownership percentage | 8.00% | 6.80% | 6.80% | |||||||||||
HCS German Venture Capital Firm [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Equity method investment, ownership percentage | 6.00% | 3.60% | 3.60% | |||||||||||
Perception [Member] | Issuance Of Convertible Notes [Member] | First Tranche [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from related party debt | $ 7,000 | |||||||||||||
Perception [Member] | Issuance Of Convertible Notes [Member] | Second Tranche [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from related party debt | $ 5,000 | |||||||||||||
Perception [Member] | Company And Other Investors [Member] | Issuance Of Convertible Notes [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument, face amount | 12,000 | |||||||||||||
Perception [Member] | Company And Other Investors [Member] | Issuance Of Convertible Notes [Member] | Perception Note Purchase Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 3,900 | |||||||||||||
Perception [Member] | Company [Member] | Issuance Of Convertible Notes [Member] | First Tranche [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from related party debt | 5,800 | |||||||||||||
Perception [Member] | Company [Member] | Issuance Of Convertible Notes [Member] | Second Tranche [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from related party debt | 4,200 | |||||||||||||
Perception [Member] | Company [Member] | Issuance Of Convertible Notes [Member] | Perception Note Purchase Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from related party debt | 3,300 | |||||||||||||
Perception [Member] | Sonia Weiss Pick And Family [Member] | Issuance Of Convertible Notes [Member] | First Tranche [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from related party debt | $ 500 | |||||||||||||
Perception [Member] | Sonia Weiss Pick And Family [Member] | Issuance Of Convertible Notes [Member] | Second Tranche [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from related party debt | 300 | |||||||||||||
Perception [Member] | Sonia Weiss Pick And Family [Member] | Issuance Of Convertible Notes [Member] | Perception Note Purchase Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from related party debt | 300 | |||||||||||||
Perception [Member] | Other Investors [Member] | Issuance Of Convertible Notes [Member] | First Tranche [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from related party debt | 100 | |||||||||||||
Perception [Member] | Other Investors [Member] | Issuance Of Convertible Notes [Member] | Second Tranche [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from related party debt | 400 | |||||||||||||
Perception [Member] | Other Investors [Member] | Issuance Of Convertible Notes [Member] | Perception Note Purchase Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from related party debt | $ 300 | |||||||||||||
Perception [Member] | Apeiron Related Party [Member] | Issuance Of Convertible Notes [Member] | First Tranche [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from related party debt | 200 | |||||||||||||
Perception [Member] | Apeiron Related Party [Member] | Issuance Of Convertible Notes [Member] | Second Tranche [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from related party debt | $ 200 | |||||||||||||
Perception [Member] | Other Investors Related To Company [Member] | Issuance Of Convertible Notes [Member] | First Tranche [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from related party debt | $ 400 | |||||||||||||
Presight Roman Two LP [Member] | Issuance Of Common Shares [Member] | Common Stock [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued during period, Value | $ 13,900 | |||||||||||||
Apeiron [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from issuance of common stock | $ 12,200 | |||||||||||||
Apeiron [Member] | Series A Preferred Stock [Member] | Perception December Two Thousand Twenty Convertible Note Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Convertible notes conversion, shares issued | shares | 27,809 | |||||||||||||
Apeiron [Member] | Common Stock [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued during period, Shares | shares | 2,133,328 | |||||||||||||
Stock issued during period, Value | $ 10,500 | |||||||||||||
Apeiron [Member] | Issuance Of Common Shares [Member] | Common Stock [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued during period, Value | $ 14,500 | |||||||||||||
Mr Angermayer [Member] | Consulting Agreement [Member] | Two Thousand And Twenty Incentive Plan [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued during period, share based payments | shares | 624,000 | |||||||||||||
Member Of The Management Team [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due from related party, Current | $ 800 | |||||||||||||
Sonia Weiss Pick And Family [Member] | Series A Preferred Stock [Member] | Perception December Two Thousand Twenty Convertible Note Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Convertible notes conversion, shares issued | shares | 440,415 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) € / shares in Units, $ / shares in Units, € in Millions, $ in Millions | 1 Months Ended | ||||||
Nov. 30, 2021USD ($) | Oct. 31, 2021EUR (€) | Oct. 31, 2021USD ($)$ / shares | Sep. 30, 2021$ / shares | Sep. 30, 2021€ / shares | Jun. 30, 2021$ / shares | Jun. 30, 2021€ / shares | |
Debt conversion price | (per share) | $ 1,654 | € 1,350 | $ 1,654 | € 1,350 | |||
Subsequent Event [Member] | |||||||
Percentage of gross proceeds from IPO and founders contributions for ATAI impact | 1.00% | 1.00% | |||||
2018 Convertible Notes [Member] | Subsequent Event [Member] | |||||||
Debt conversion price | $ / shares | $ 17 | ||||||
Aggregate Amount of Notes Conversion | € 0.7 | $ 0.8 | |||||
PsyProtix [Member] | Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||||
Stock Issued During Period, Value, Issued for Services | $ 0.5 | ||||||
DemeRx IB Promissory Note Agreement | Subsequent Event [Member] | |||||||
Installment payment Issued Under Promissory Note Agreement | $ 5 | ||||||
InnarisBio Purchase Agreement [Member] | Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||||
Stock Issued During Period, Value, Issued for Services | $ 1.2 |