Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
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 | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 166,010,476 | |
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 Transition Report | false | |
Entity Address, Address Line One | ATAI Life Sciences N.V. | |
Entity Address, Address Line Two | Wallstraße 16, 10179 | |
Entity Address, City or Town | Berlin | |
City Area Code | 49 89 | |
Local Phone Number | 2153 9035 | |
Entity Address, Country | DE | |
Entity Address, Postal Zip Code | 00000 | |
Entity Tax Identification Number | 00-0000000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 185,885 | $ 190,613 |
Securities carried at fair value | 63,998 | 82,496 |
Prepaid expenses and other current assets | 9,199 | 14,036 |
Short term notes receivable - related parties, net | 8,851 | 0 |
Total current assets | 267,933 | 287,145 |
Property and equipment, net | 1,114 | 928 |
Operating lease right-of-use asset, net | 1,489 | 226 |
Equity Method Investments | 0 | |
Other investments | 5,846 | 6,755 |
Long term notes receivable - related parties, net | 1,155 | 7,262 |
Other assets | 3,180 | 3,125 |
Total assets | 280,717 | 305,441 |
Current liabilities: | ||
Accounts payable | 4,915 | 2,399 |
Accrued liabilities | 13,819 | 17,306 |
Current portion of lease liability | 317 | 180 |
Other current liabilities | 902 | 12 |
Total current liabilities | 19,953 | 19,897 |
Non-current portion of contingent consideration liability - related parties | 918 | 953 |
Non-current portion of lease liability | 1,185 | 44 |
Convertible promissory notes - related parties, net of discounts and deferred issuance costs | 422 | 415 |
Long-term debt, net | 14,783 | 14,702 |
Other liabilities | 2,816 | 3,664 |
Total liabilities | 40,077 | 39,675 |
Commitments and contingencies (Note 16) | ||
Stockholders' equity: | ||
Common stock,0.10 par value ($0.12 par value at March 31, 2023 and December 31, 2022, respectively); 750,000,000 shares authorized at March 31'2023 and December 31, 2022, respectively; 166,010,476 and 165,935,914 shares issued and outstanding at March 31, 2023 and December 31, 2022 respectively | 18,571 | 18,562 |
Additional paid-in capital | 782,926 | 774,092 |
Share subscription receivable | 0 | (24) |
Accumulated other comprehensive loss | (20,823) | (21,702) |
Adjustment to accumulated deficit (pursuant to adoption of ASU 2016-13) | (543,849) | (510,188) |
Total stockholders' equity attributable to ATAI Life Sciences N.V. stockholders | 236,825 | 260,740 |
Noncontrolling interests | 3,815 | 5,026 |
Total stockholders' equity | 240,640 | 265,766 |
Total liabilities and stockholders' equity | $ 280,717 | $ 305,441 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) | Mar. 31, 2023 € / shares shares | Mar. 31, 2023 $ / shares shares | Dec. 31, 2022 € / shares shares | Dec. 31, 2022 $ / shares shares |
Common Stock, Par or Stated Value Per Share | (per share) | € 0.10 | $ 0.12 | € 0.10 | $ 0.12 |
Common stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 | 750,000,000 |
Common stock, shares, issued | 166,010,476 | 166,010,476 | 165,935,914 | 165,935,914 |
Common stock, shares, outstanding | 166,010,476 | 166,010,476 | 165,935,914 | 165,935,914 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
License revenue | $ 37,000 | $ 0 |
Operating expenses: | ||
Research and development | 19,281,000 | 15,460,000 |
General and administrative | 13,970,000 | 17,982,000 |
Total operating expenses | 33,251,000 | 33,442,000 |
Loss from operations | (33,214,000) | (33,442,000) |
Other income (expense), net: | ||
Interest income | 275,000 | 98,000 |
Interest expense | (622,000) | 0 |
Change in fair value of contingent consideration liability - related parties | 35,000 | 0 |
Change in fair value of securities carried at fair value | 964,000 | (740,000) |
Foreign exchange gain (loss), net | (837,000) | 2,163,000 |
Other income | 243,000 | 0 |
Total other income (expense), net | 58,000 | 1,521,000 |
Loss before income taxes | (33,156,000) | (31,921,000) |
Provision for income taxes | (165,000) | (41,000) |
Losses from investments in equity method investees, net of tax | (1,033,000) | (5,596,000) |
Net loss | (34,354,000) | (37,558,000) |
Net loss attributable to noncontrolling interests | (1,219,000) | (689,000) |
Net loss attributable to ATAI Life Sciences N.V. stockholders | $ (33,135,000) | $ (36,869,000) |
Net loss per share attributable to ATAI Life Sciences N.V. stockholders - basic | $ (0.21) | $ (0.24) |
Net loss per share attributable to ATAI Life Sciences N.V. stockholders - diluted | $ (0.21) | $ (0.24) |
Weighted average common shares outstanding attributable to ATAI Life Sciences N.V. Stockholders - basic | 155,792,490 | 153,529,268 |
Weighted average common shares outstanding attributable to ATAI Life Sciences N.V. stockholders - diluted | 155,792,490 | 153,529,268 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (34,354) | $ (37,558) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments, net of tax | 879 | (4,373) |
Comprehensive loss | (33,475) | (41,931) |
Comprehensive loss attributable to noncontrolling interests | (1,219) | (689) |
Foreign currency translation adjustments, net of tax attributable to noncontrolling interests | 8 | (11) |
Comprehensive loss attributable to noncontrolling interests | (1,211) | (700) |
Comprehensive loss attributable to ATAI Life Sciences N.V. stockholders | $ (32,264) | $ (41,231) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [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] | Noncontrolling Interests [Member] |
Beginning Balance at Dec. 31, 2021 | $ 385,959 | $ 18,002 | $ 725,045 | $ (8,336) | $ (357,803) | $ 376,908 | $ 9,051 | |
Beginning Balance, Shares at Dec. 31, 2021 | 160,677,001 | |||||||
Issuance of shares upon exercise of stock options, shares | 42,827 | |||||||
Issuance of shares upon exercise of stock options | 132 | $ 5 | 127 | 0 | 0 | 132 | 0 | |
Stock-based compensation expense | 10,208 | 0 | 10,208 | 0 | 0 | 10,208 | 0 | |
Foreign currency translation adjustment, net of tax | (4,384) | 0 | 0 | (4,373) | 0 | (4,373) | (11) | |
Net income (loss) | (37,558) | $ 0 | 0 | 0 | (36,869) | (36,869) | (689) | |
Ending Balance, Shares at Mar. 31, 2022 | 160,719,828 | |||||||
Ending Balance at Mar. 31, 2022 | 354,357 | $ 18,007 | 735,380 | (12,709) | (394,672) | 346,006 | 8,351 | |
Beginning Balance at Dec. 31, 2022 | 265,766 | $ 18,562 | 774,092 | $ (24) | (21,702) | (510,188) | 260,740 | 5,026 |
Beginning Balance, Shares at Dec. 31, 2022 | 165,935,914 | |||||||
Settlement of issuance of shares upon exercise of stock options | 24 | $ 24 | 24 | |||||
Issuance of shares upon exercise of stock options, shares | 74,562 | |||||||
Issuance of shares upon exercise of stock options | 181 | $ 9 | 172 | 0 | 0 | 181 | 0 | |
Adjustment to accumulated deficit (pursuant to adoption of ASU 2016-13) | (526) | (526) | (526) | |||||
Stock-based compensation expense | 8,662 | 0 | 8,662 | 0 | 0 | 8,662 | 0 | |
Foreign currency translation adjustment, net of tax | 887 | 0 | 0 | 879 | 0 | 879 | 8 | |
Net income (loss) | (34,354) | $ 0 | 0 | 0 | (33,135) | (33,135) | (1,219) | |
Ending Balance, Shares at Mar. 31, 2023 | 166,010,476 | |||||||
Ending Balance at Mar. 31, 2023 | $ 240,640 | $ 18,571 | $ 782,926 | $ (20,823) | $ (543,849) | $ 236,825 | $ 3,815 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (34,354) | $ (37,558) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 65 | 60 |
Change in right-of-use asset | 102 | 0 |
Amortization of debt discount | 82 | 0 |
Change in fair value of contingent consideration liability - related parties | (35) | 0 |
Change in fair value of securities carried at fair value | (964) | 740 |
Losses from investments in equity method investees | 1,033 | 5,596 |
Stock-based compensation expense | 8,662 | 10,208 |
Unrealized foreign exchange (gains) losses | 832 | (1,519) |
Other | (194) | (60) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 4,873 | (1,289) |
Accounts payable | 2,476 | (1,886) |
Accrued liabilities | (3,689) | 1,722 |
Net cash used in operating activities | (21,111) | (23,986) |
Cash flows from investing activities | ||
Purchases of property and equipment | (280) | (56) |
Capitalized internal-use software development costs | (163) | 0 |
Cash paid for securities carried at fair value | 0 | (211,680) |
Proceeds from sale and maturities of securities carried at fair value | 19,461 | 0 |
Loans to related parties | (3,000) | (3,000) |
Net cash provided by investing activities | 16,018 | (214,736) |
Cash flows from financing activities | ||
Proceeds from issuance of shares upon exercise of stock options | 206 | 132 |
Net cash provided by financing activities | 206 | 132 |
Effect of foreign exchange rate changes on cash | 159 | 299 |
Net increase (decrease) in cash and cash equivalents | (4,728) | (238,291) |
Cash and cash equivalents – beginning of the period | 190,613 | 362,266 |
Cash and cash equivalents – end of the period | 185,885 | 123,975 |
Supplemental disclosures: | ||
Cash paid for interest | 452 | 0 |
Supplemental disclosures of non cash investing and financing information: | ||
Right of use asset obtained in exchange for operating lease liabilities | $ 1,356 | $ 245 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
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 in 2018 as a response to the significant unmet need and lack of innovation in the mental health treatment landscape. atai is dedicated to acquiring, incubating and efficiently developing innovative therapeutics to treat depression, anxiety, addiction, and other mental health disorders. 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. The Company has determined that it has one operating and reporting segment. 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. In June 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. In June 2021, atai closed the IPO of its common shares on the Nasdaq Stock Market ("Nasdaq"). As part of the IPO, the Company issued and sold 17,250,000 shares of its common shares, 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 three months ended March 31, 2023. 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. Liquidity and Going Concern The Company has incurred significant losses and negative cash flows from operations since its inception. As of March 31, 2023 , the Company had cash and cash equivalents of $ 185.9 million, short-term securities of $ 64.0 million and its accumulated deficit was $ 543.8 million. The Company has historically financed its operations through the sale of equity securities, debt financings, 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 and short-term securities as of March 31, 2023 will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from the date the condensed consolidated financial statements are issued. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation, Consolidation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and follow the requirements of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements as certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 24, 2023. The unaudited 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 months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other future annual or interim period. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). Consolidation The Company's condensed consolidated financial statements include the accounts of atai and its subsidiaries. All intercompany balances and transactions have been eliminated in the consolidation. The Company's policy is to consolidate all entities that it controls by ownership of a majority of the outstanding voting stock. In addition, entities that meet the definition of a variable interest entity (“VIE”) for which atai is the primary beneficiary are consolidated. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly-owned, the third-party’s holding of equity interest is presented as Noncontrolling interests in the Company's condensed consolidated balance sheets and condensed consolidated statements of stockholders' equity. The portion of net earnings attributable to the noncontrolling interests is presented as Net loss attributable to noncontrolling interests in the Company's condensed consolidated statements of operations. In situations in which atai has significant influence, but not control, of an entity that does not qualify as a VIE, the Company applies the cost and equity method of accounting, with its portion of net losses recorded in Losses from investments in equity method investees, net of tax in the Company's condensed consolidated statements of operations. Significant Accounting Policies During the three months ended March 31, 2023, 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, 2022 except as described below. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. 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 investment in Intelgenx Technologies Corp. (“IntelGenx”), securities carried at fair value, contingent consideration liability—related parties, in-process research and development assets (“IPRD”) and noncontrolling interests recognized in acquisitions, the valuation of 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 March 31, 2023 and December 31, 2022, cash and cash equivalents consisted of cash on deposit and cash held in high-yield savings accounts and money market funds, and at times in excess of federally insured limits. Investment Securities Portfolio The following table sets forth the fair value of atai's available-for-sale securities portfolio at the dates indicated: Fair Value March 31, 2023 December 31, 2022 Money Market Funds $ 82,797 $ 72,334 Commercial Paper — 5,958 Corporate Notes/Bonds 4,877 17,719 U.S. Government Agencies 59,121 58,819 $ 146,795 $ 154,830 In January 2022, the Company invested in a certain investment portfolio, which is comprised of Money Market Funds, U.S. Treasury securities, Commercial Paper, Corporate Notes/Bonds, and U.S. government agencies securities. The Company classified securities in the investment portfolio as available-for-sale securities. Furthermore, the Company elected the fair value option for the available-for-sale securities in the investment portfolio (see Note 7). The decision to elect the fair value option, which is irrevocable once elected, is determined on an instrument-by-instrument basis and applied to an entire instrument. The net gains or losses, if any, on an investment for which the fair value option has been elected are recognized as a change in fair value of securities carried at fair value on the Condensed Consolidated Statements of Operations and the amortized cost of investments approximates their fair value. The Company's securities in the investment portfolio will mature within two years. Fair Value Measurements Assets and liabilities recorded at fair value on a recurring basis in the condensed 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, IntelGenx Initial Warrants and IntelGenx Additional Units Warrant 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 and securities carried at fair value are determined according to Level 2 inputs in the fair value hierarchy above. The carrying amount reflected in the accompanying condensed consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued liabilities approximate their fair values, due to their short-term nature. The carrying amounts of the Company’s remaining outstanding convertible promissory notes—related parties (“2018 Convertible Notes”) do not approximate fair value because the fair value is driven by the underlying value of the Company’s common shares into which the notes are to be converted. As of March 31, 2023 , the carrying amount and fair value amount of the 2018 Convertible Notes was $ 0.4 million and $ 7.2 million, respectively. As of December 31, 2022 , the carrying amount and fair value amount of the 2018 Convertible Notes was $ 0.4 million and $ 13.1 million, respectively. In 2022, several noteholders of the 2018 Convertible Notes elected to convert their promissory notes into the Company's common shares. See Note 11 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 Other investments held at fair value in the Company's condensed consolidated balance sheets and changes in fair value are recognized as a component of other income (expense), net in the condensed consolidated statements of operations . The carrying value of the investment remained at zero as of March 31, 2023 and December 31, 2022, respectively. Furthermore, as noted above the Company also elected the fair value option for its investment securities portfolio. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. As described in “Recently Adopted Accounting Pronouncements” below, the Company early adopted certain accounting standards, as the JOBS Act does not preclude an emerging growth company from adopting a new or revised accounting standard earlier than the time that such standard applies to private companies. The Company expects to use the extended transition period for any other new or revised accounting standards during the period in which it remains an emerging growth company. Recently Adopted Accounting Pronouncements ASU 2016-02 Leases (Topic 842) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is a comprehensive new lease standard that amends various aspects of existing accounting guidance for leases. The core principle of Topic 842 requires lessees to recognize on the condensed consolidated balance sheets a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term for both finance and operating leases with lease terms greater than twelve months. The lease liability is measured at the present value of the unpaid lease payments and the right-of-use asset is derived from the calculation of the lease liability. Topic 842 also requires lessees to disclose key information about leasing arrangements. 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. The Company adopted the new standard on January 1, 2022 using the modified transition approach as of the effective date. The Company elected the “package of three practical expedients,” which permitted it to not reassess under the new standard its prior conclusions about lease identification, lease classification, and initial direct costs. As a result, the Company has continued to account for existing leases - i.e. leases for which the commencement date is before January 1, 2022 - in accordance with Topic 840 throughout the entire lease term, including periods after the effective date, with the exception that the Company applied the new balance sheet recognition guidance for operating leases and applied Topic 842 for remeasurements and modifications after the Transition Date. The Company also elected the hindsight expedient in determining the lease term and assessing impairment of right-of-use assets when transitioning to ASC 842. As a result, the Company evaluated the lease term for its existing leases as of the transition date, January 1, 2022. The most significant impact of the initial adoption of Topic 842 on the Company’s condensed consolidated financial statements was the recognition of a $ 0.2 million operating lease right-of-use asset , a $ 0.1 million current operating lease liability , and a $ 0.1 million long-term operating lease liability on the Company’s condensed consolidated balance sheets related to its existing facility operating lease. The Company did not have a deferred rent liability recorded in connection with its existing facility operating lease. There was no material impact of the initial adoption to the Company’s condensed consolidated balance sheets, condensed consolidated statements of operations, and no cumulative-effect adjustment to accumulated deficit. In May 2022, the Company entered into a five year lease arrangement that commenced in January 2023 related to our principal executive office located at Wallstraße 16, 10179, Berlin, Germany. This lease will require lease payments over the term of approximately $ 1.8 million, which is further described in Note 10 of the notes to the Company's unaudited condensed consolidated financial statements. The Company recorded $ 0.1 million and an immaterial amount of general and administrative expense in its condensed consolidated statement of operations related to lease expense, including short-term lease expense during the three months ended March 31, 2023 and 2022. ASU 2016-13 Financial Instruments - Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses. This guidance requires immediate recognition of management’s estimates of current expected credit losses. Under the prior model, losses were recognized only when losses were deemed probable. The new model is applicable to most financial assets and certain other instruments that are not measured at fair value through net income. The Company utilizes an undiscounted probability-of-default (“PD”) and loss-given-default (“LGD”) method for estimating credit losses on its assets pool, which is comprised of loans to other companies. Under the PD and LGD method, the expected credit loss percentage (or “loss rate”) is calculated as the probability of default (i.e., the probability the asset will default within the given time frame) multiplied by the loss given default (i.e., the percentage of the asset not expected to be collected because of default). To implement the PD and LGD method, the Company utilizes readily observable market information from term-matched public debt to derive market implied current expected credit losses (“MICECL”) grouped by Standard & Poor’s (“S&P”) credit rating scale. The MICECL framework considers risk characteristics of assets pool based on publicly available or estimated S&P credit ratings to calculate an appropriate credit loss reserve for the pool or group of assets. ASU 2016-13 requires a cumulative effect adjustment to the statement of financial position as of the beginning of the first reporting period in which it is effective. On January 1, 2023, the Company adopted this guidance an d applied a modified-retrospective transition approach through a cumulative-effect adjustment to retained earnings upon adoption. At transition, the new accounting guidance’s adoption resulted in an increase to accumulated deficit of $ 0.5 million, net of tax attributable to an increase in the allowance for credit losses related to its Short term notes receivable - related parties, net and Long term notes receivable - related parties, net . Reclassifications Certain reclassifications were made to prior period amounts in the condensed consolidated financial statements and accompanying notes to conform with current year presentation due to the increase in the balances of the Company's operating right-of-use asset and related lease liability during the period. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Dispositions 2022 Dispositions Neuronasal, Inc. In October 2020 and March 2021, the Company invested in Neuronasal, Inc. ("Neuronasal") common stock for a cash contribution of $ 0.3 million and $ 0.5 million, respectively. In December 2019, October 2020 and May 2021, the Company invested in Neuronasal preferred stock for a cash contribution of $ 0.5 million, $ 0.8 million and $ 1.0 million, respectively. 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 consolidated financial statements. In November 2022, the Company finalized and entered into a Redemption, Termination and Release Agreement ("Termination Agreement") with Neuronasal through which atai disposed of its equity interests and residual SPA funding obligations. Pursuant to the Neuronasal Termination Agreement, the Company transferred all of its approximately 56.5 % equity interest in Neuronasal in exchange for the redemption consideration in the form of certain warrants. The Termination Agreement entitles the Company to purchase common stock in Neuronasal upon the occurrence of certain contingencies, such as an initial public offering, a qualified financing event, or certain clinical studies. The Company has no further obligations to fund Neuronasal. As a result of the disposition, the Company ceased having controlling financial interest in Neuronasal and the Company deconsolidated Neuronasal in November 2022 because it determined that it no longer was the primary beneficiary of Neuronsasal as it no longer had the power to direct the significant activities of Neuronasal. Upon the effective termination date, the Company derecognized all of Neuronasal's assets and liabilities from the Company's balance sheet, and recognized a gain of $ 1.5 million, which was recognized as a component of other income (expense), net in the Company's consolidated statements of operations for the year ended December 31, 2022. The Company determined that the value of the warrants received in connection with the Termination Agreement was de minimis as of the termination date. In connection with the deconsolidation of Neuronasal, the Company concluded that a loan loss had been incurred and the loan assets were impaired accordingly. The Company recognized an impairment of loan receivable of $ 0.9 million for the year ended December 31, 2022. The Company concluded that the decision to deconsolidate Neuronasal, which was based on clinical data that did not meet expectations, did not represent a significant strategic shift. Therefore, the Company did not present the results of Neuronasal prior to deconsolidation as discontinued operations in its consolidated statements of operations for the year ended December 31, 2022. |
Variable Interest Entities and
Variable Interest Entities and a Voting Interest Entity | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities and a Voting Interest Entity | 4. Variable Interest Entities 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. 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 March 31, 2023. As of March 31, 2023 and December 31, 2022, the Company has accounted for the following consolidated 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 59.2 % 58.9 % Kures, Inc. Controlled VIE Controlled VIE August 2019 64.5 % 64.5 % 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 Controlled VIE February 2021 75.0 % 75.0 % Psyber, Inc. Controlled VIE Controlled VIE February 2021 75.0 % 75.0 % InnarisBio, Inc. Controlled VIE Controlled VIE March 2021 82.0 % 82.0 % TryptageniX Inc. Controlled VIE Controlled VIE December 2021 65.0 % 65.0 % As of March 31, 2023 and December 31, 2022, 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 February 2022 and September 2022, pursuant to the business plan as contemplated in the Stockholders Agreement and Subscription for Shares pursuant to the Contribution and Subscription Agreement, atai purchased additional shares of Class A common stock for an aggregate purchase price of $ 2.2 million. As a result of anti-dilution protection available to Cyclica, the Company's ownership percentage in EntheogeniX did not change due to its purchase of the Class A common stock. In March 2023, pursuant to the business plan as contemplated in the Stockholders Agreement and Subscription for Shares pursuant to the Contribution and Subscription Agreement, atai purchased additional shares of Class A common stock for an aggregate purchase price of $ 1.0 million. As a result of anti-dilution protection available to Cyclica, the Company's ownership percentage in EntheogeniX did not change due to its purchase of the Class A common stock. As of March 31, 2023 and December 31, 2022 , 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 EntheogeniX 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 March 31, 2023 (in thousands): Perception Kures EntheogeniX DemeRx IB Recognify PsyProtix Psyber InnarisBio TryptageniX Assets: Current assets: Cash $ 5,013 $ 128 $ 1,143 $ 11,145 $ 6,032 $ — $ 832 $ 640 $ 205 Accounts receivable 227 — — — — — — — — Prepaid expenses and other current assets 1,035 348 87 105 1,456 66 — 552 2,700 Total current assets 6,275 476 1,230 11,250 7,488 66 832 1,192 2,905 Long term notes receivable — — — 1,062 — 93 — — — Other assets — — — — — — 533 — — Total assets $ 6,275 $ 476 $ 1,230 $ 12,312 $ 7,488 $ 159 $ 1,365 $ 1,192 $ 2,905 Liabilities: Current liabilities: Accounts payable $ 804 $ 118 $ 199 $ 353 $ 218 $ 49 $ 39 $ 12 $ 1 Accrued liabilities 1,771 356 204 341 671 32 46 585 127 Other current liabilities 49 — — 1 2 — — — — Total current liabilities 2,624 474 403 695 891 81 85 597 128 Total liabilities $ 2,624 $ 474 $ 403 $ 695 $ 891 $ 81 $ 85 $ 597 $ 128 The following table presents the assets and liabilities (excluding intercompany balances that were eliminated in consolidation) for all consolidated VIEs as of December 31, 2022 (in thousands): Perception Kures EntheogeniX DemeRx IB Recognify PsyProtix Psyber InnarisBio TryptageniX Assets: Current assets: Cash $ 8,703 $ 220 $ 467 $ 12,251 $ 7,526 $ 1 $ 683 $ 719 $ 513 Accounts receivable 197 — — — — — — — — Prepaid expenses and other current assets 466 174 91 21 1,742 66 — 13 2,850 Total current assets 9,366 394 558 12,272 9,268 67 683 732 3,363 Long term notes receivable — — — 1,075 — 109 — — — Other assets — — — — — — 353 — — Total assets $ 9,366 $ 394 $ 558 $ 13,347 $ 9,268 $ 176 $ 1,036 $ 732 $ 3,363 Liabilities: Current liabilities: Accounts payable $ 661 $ 25 $ 124 $ 332 $ 381 $ 33 $ 10 $ 3 $ — Accrued liabilities 1,738 266 121 671 596 46 37 158 154 Other current liabilities 121 2 — 133 2 1 1 1 — Total current liabilities 2,520 293 245 1,136 979 80 48 162 154 Total liabilities $ 2,520 $ 293 $ 245 $ 1,136 $ 979 $ 80 $ 48 $ 162 $ 154 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 Kures Recognify Total Balance as of December 31, 2022 $ 1,731 $ 451 $ 2,844 $ 5,026 Net loss attributable to noncontrolling — — — — Net loss attributable to noncontrolling ( 700 ) ( 93 ) ( 426 ) ( 1,219 ) Comprehensive loss attributable to noncontrolling 6 2 — 8 Balance as of March 31, 2023 $ 1,037 $ 360 $ 2,418 $ 3,815 Perception Kures Recognify Total Balance as of December 31, 2021 $ 5,232 $ — $ 3,819 $ 9,051 Net loss attributable to noncontrolling ( 571 ) — ( 118 ) ( 689 ) Comprehensive loss attributable to noncontrolling ( 11 ) — — ( 11 ) Balance as of March 31, 2022 $ 4,650 $ — $ 3,701 $ 8,351 Non-consolidated VIEs 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 March 31, 2023. The Company is not the primary beneficiary of Innoplexus, DemeRx NB or IntelGenx 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 in each of Innoplexus, DemeRx NB or IntelGenx that would require consolidation as of March 31, 2023 and December 31, 2022. 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, fair value option, or the measurement alternative included within ASC 321 (See Note 5). As of March 31, 2023 , the Company’s maximum exposure for its non-consolidated VIEs was $ 5.8 million relating to the carrying values in Other investments and Other investments held at fair value, $ 8.9 million relating to the carrying value in Short term notes receivable - related party and $1.2 million relating to the carrying value in Long term notes receivable – related party in the condensed consolidated balance sheets. As of December 31, 2022 , the Company’s maximum exposure for its non-consolidated VIEs was $ 6.8 million relating to the carrying values in its Other investments and $ 7.2 million relating to the carrying value in Short term notes receivable—related party in the condensed consolidated balance sheets. |
Equity Method Investments and O
Equity Method Investments and Other Investments | 3 Months Ended |
Mar. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Equity Method Investments and Other Investments | 5. Equity Method Investments and Other Investments Equity Method Investments As of March 31, 2023 and December 31, 2022, the Company accounted for the following investments in the investee’s common stock under the equity method (amounts in thousands): As of March 31, 2023 As of December 31, 2022 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 December 2018 22.4 % — 22.4 % — GABA Therapeutics, Inc November 2020 7.5 % (1) — 7.5 % (1) — Total $ — $ — (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. The Company’s total ownership interest, considering both preferred and common stock is 54.7%. COMPASS Pathways plc COMPASS Pathways plc ("COMPASS") 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. Equity Investment Through a series of open market transactions between November 23, 2021 and December 7, 2021, the Company purchased an additional 1,490,111 of COMPASS ADSs at an aggregate purchase price of $ 47.4 million. The additional shares acquired resulted in an increase in the Company’s ownership of COMPASS ADSs to 22.8 %. The Company applied the cost accumulation model and recorded its investment at cost. At the date of the investment, a basis difference was identified as the cost basis of the Company’s investment in COMPASS exceeded the Company’s proportionate share of the underlying net assets in COMPASS. The Company concluded that the basis differences were primarily attributable to COMPASS’s IPR&D associated with COMP360, a psilocybin therapy, for which COMPASS recently completed a Phase IIb clinical trial. As the Company’s investment in COMPASS did not meet the definition of a business due to substantially all of the estimated fair value of the gross assets being concentrated in COMP360 and the associated IPR&D, the basis differences were attributable to the IPR&D with no alternative future use and were immediately expensed at the time of the additional investm ent. As of March 31, 2023 , the Company owned 22.4 % of COMPASS ADS. Based on quoted market prices, the market value of the Company’s ownership in COMPASS was $ 94.9 million as of March 31, 2023. Upon the completion of the COMPASS IPO and through March 31, 2023, the Company is deemed to continue to have significant influence over COMPASS primarily through its ownership interest in COMPASS’ equity. Following the COMPASS 2022 annual shareholder meeting, the Company no longer has representation on the COMPASS board of directors. However, the Company maintains significant influence through its ownership interest. Accordingly, the Company’s investment in COMPASS’ ADS was accounted for in accordance with the equity method through March 31, 2023. The carrying value of the Company's investment in COMPASS was reduced to zero as of December 31, 2022 and remained zero as of March 31, 2023 due to IPR&D charges with no alternative future use and the Company recognizing its proportionate share of COMPASS net losses. During the three months ended March 31, 2023 and 2022 , the Company recognized its proportionate share of COMPASS’ net loss of $ 0 million and $ 4.8 million, respectively, as losses from investments in equity method investees, net of tax on the condensed consolidated statements of operations. 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 March 31, 2023 and December 31, 2022, 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): March 31, December 31, 2023 2022 GABA Therapeutics, Inc. $ 4,478 $ 5,387 DemeRx NB, Inc. 1,024 1,024 Juvenescence Limited 344 344 Total $ 5,846 $ 6,755 The Company’s investments in the preferred stock of 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 the 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 months ended March 31, 2023 and 2022 there were no observable changes in price recorded related to the Company’s Other Investments. During the three months ended March 31, 2023 and 2022, the Company evaluated all of its other investments to determine if certain events or changes in circumstance during these time periods in 2023 and 2022 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 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 had 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 w hich 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 are reflected as a secured borrowing liability of $ 2.3 million and $ 2.4 million as of March 31, 2023 and December 31, 2022, which is included in Other liabilities in the Company’s condensed consolidated balance sheets. 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 right 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 March 31, 2023. The carrying value of the Company’s investment in Innoplexus was zero as of March 31, 2023 and December 31, 2022. 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. 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. Pursuant to the amended Right of First Refusal and Co-Sale Agreement, the Company also 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. 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 March 31, 2023. Preferred Stock Investment 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. 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. Pursuant to the GABA PSPA, the Company was 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. In April 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. In May 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 completing its obligation to purchase additional shares. 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. As of March 31, 2023 and December 31, 2022, the investment in GABA’s preferred stock was recorded in Other Investments on the condensed consolidated balance sheets. In May 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 and shares of its Series A preferred stock were issued to the Company at a price of approximately $ 0.6 million. 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. In September 2022, 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 based on the achievement of certain development milestones. As of March 31, 2023 the Company's remaining obligation to purchase additional shares of Series A preferred stock from GABA is for up to $ 0.9 million at the same price per share as its initial investment upon the achievement of specified contingent milestones. 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. 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. During the three months ended March 31, 2023 and 2022 , the Company recognized its proportionate share of GABA’s net loss of $ 1.0 million and $ 0.8 million as losses from investments in equity method investees, net of tax on the condensed consolidated statements of operations. 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 had less than 20 % of ownership interest in DemeRx NB and a noncontrolling representation on DemeRx NB's board of directors. The investment in DemeRx NB was recorded in Other Investments on the condensed consolidated balance sheets under the measurement alternative under ASC 321. Pursuant to the DemeRx NB PSPA, the Company also has the option but not the obligation to purchase additional shares of DemeRX NB's Series A preferred stock at a purchase price of up to an aggregate of $ 19.0 million with the same price per share as its initial investment in December 2019. As of March 31, 2023, the Company has not exercised its option to purchase any shares of Series A preferred stock of DemeRx NB. 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”). In May 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 per share for a period of three years from the closing of the initial investment in March 2021. 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 the 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 Pro jects. The Company is eligible to receive a total credit of $ 2.5 million. For the three months ended March 31, 2023 and 2022, research and development expense relating to the Strategic Development Agreement was $ 0.1 million and $ 0.6 million, which was applied as a reduction in research and development expenses in accordance with the Strategic Development Agreement. 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 condensed consolidated balance sheets. The Company applied a calibrated model and 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 condensed 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 condensed consolidated statements of operations. The carrying amount of the investment was reduced to zero as of December 31, 2021, during the three months ended March 31, 2023 , the Company recognized a zero mark-to-market (“MTM”) gain/loss in the condensed consolidated statements of operations. The carrying value of the investment remained at zero as of March 31, 2023 and December 31, 2022, respectively. Summarized Financial Information The following is a summary of financial data for investments accounted for under the equity method of accounting (in thousands): Balance Sheets March 31, 2023 COMPASS GABA Current assets $ 167,826 $ 3,119 Non-current assets 5,484 — Total assets $ 173,310 $ 3,119 Current liabilities $ 11,254 $ 1,296 Non-current liabilities 412 — Total liabilities $ 11,666 $ 1,296 December 31, 2022 COMPASS GABA Current assets $ 191,651 $ 3,933 Non-current assets 5,643 — Total assets $ 197,294 $ 3,933 Current liabilities $ 15,596 $ 1,542 Non-current liabilities 418 — Total liabilities $ 16,014 $ 1,542 Statements of operations Three Months Ended March 31, 2023 COMPASS GABA Revenue $ — $ — Loss from continuing operations $ ( 31,788 ) $ ( 1,033 ) Net loss $ ( 24,208 ) $ ( 1,033 ) Three Months Ended March 31, 2022 COMPASS GABA Revenue $ — $ — Loss from continuing operations $ ( 25,420 ) $ ( 1,606 ) Net loss $ ( 21,171 ) $ ( 1,606 ) |
Notes Receivable
Notes Receivable | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Notes Receivable | 6. Notes Receivable Short Term Notes Receivable – Related Party, net Loan to IntelGenx Corp. In March 2021, the Company and IntelGenx entered into a loan agreement under which the Company provided a loan to IntelGenx for an 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. In May 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 an additional investment in IntelGenx Tech Corp. by the Company ("Maturity Date"). I n May 2021, the Company amended the loan agreement 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. In September 2021, the Company entered into an amended and restated loan agreement, which 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 are 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 . The first tranche was funded in January 2022 and the second tranche was funded in January 2023. 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. As of March 31, 2023, the Term Loans are recorded in Short term notes receivables – related parties, net on the Company's condensed consolidated balance sheets, which includes the principal balance of the Term Loans, accrued interest and allowance for credit losses. On January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments — Credit Losses and applied a modified-retrospective transition approach through a cumulative-effect adjustment to retained earnings of $ 0.4 million, representing the allowance for credit losses for the Term Loans. During the three months ended March 31, 2023, the Company recorded an immaterial increase to the allowance. For the three months ended March 31, 2023 and 2022, the Company recognized $ 0.2 million and an immaterial amount of interest income associated with the Term Loans. As of March 31, 2023 and December 31, 2022, the Term Loans have an outstanding balance of $ 9.2 million and $ 5.5 million. Long Term Notes Receivable – Related Party, net Investment in DemeRx Promissory Note—Related Party In January 2020, DemeRx IB loaned to DemeRx Inc. $ 1.0 million pursuant to the terms of a Promissory Note (the "DemeRx Note"). Pursuant to the terms of the DemeRx Note, the aggregate principal amount of $ 1.0 million together with all accrued and unpaid interest and any other amounts payable are due to be paid on the date that is the earlier of (i) 5 years from the initial closing and (ii) the closing of an initial public offering or a deemed liquidation event of DemeRx IB (the “DemeRx Maturity Date”). Pursuant to the terms of the DemeRx Note, DemeRx Inc. may, in its sole discretion pay any amount due under the DemeRx Note, in cash or through cancellation shares of common stock of DemeRx IB, par value $ 0.0001 per share, of the fair market value of such shares. The Company recorded the DemeRx Note at cost which included the principal balance of the DemeRx Note and accrued interest in Long term notes receivables - related parties, net on its condensed consolidated balance sheets. On January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments — Credit Losses and applied a modified-retrospective transition approach through a cumulative-effect adjustment to retained earnings of $ 0.1 million, representing the allowance for credit losses for the DemeRx Note. During the three months ended March 31, 2023, the Company recorded an immaterial decrease to the allowance. For the three months ended March 31, 2023 and 2022, the Company did not recognize any interest income associated with the DemeRx Note. As of March 31, 2023, and December 31, 2022 , respectively, the DemeRx Note had an outstanding balance of $ 1.1 million and $ 1.1 million, respectively. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Cash & Money market funds $ 82,797 $ — $ — $ 82,797 Investment in securities at fair value: Commercial Paper — — — — Corporate Notes/Bonds — 4,877 — 4,877 U.S. Government Agencies — 59,121 — 59,121 Other investment at fair value — — — — $ 82,797 $ 63,998 $ — $ 146,795 Liabilities: Contingent consideration liability - related parties $ — $ — $ 918 $ 918 $ — $ — $ 918 $ 918 Fair Value Measurements As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Cash & Money market funds $ 72,334 $ — $ — $ 72,334 Investment in securities at fair value: Commercial Paper — 5,958 — 5,958 Corporate Notes/Bonds — 17,719 — 17,719 U.S. Government Agencies — 58,819 — 58,819 Other investment at fair value — — — — $ 72,334 $ 82,496 $ — $ 154,830 Liabilities: Contingent consideration liability - related parties $ — $ — $ 953 $ 953 $ — $ — $ 953 $ 953 Investment Securities Portfolio - Fair Value Option The Company elected the fair value option for the securities in the investment portfolio. The fair value is based on quoted market prices, when available. When a quoted market price is not readily available, the Company uses the market price from its last sale of similar assets. The cash and cash equivalents held by the Company are categorized as Level 1 investments as quoted market prices are readily available for these investments. All other investments in the investment portfolio are categorized as Level 2 investments as inputs utilized to fair value these securities are either directly or indirectly observable, such as the market price from the last sale of similar assets. The Company purchases investment grade marketable debt securities which are rated by nationally recognized statistical credit rating organizations in accordance with its investment policy. This policy is designed to minimize the Company's exposure to credit losses and to ensure that the adequate liquidity is maintained at all times to meet anticipated cash flow needs. The unrealized gains and losses on the available-for-sale securities, represented by change in the fair value of the investment portfolio, is reported in other income (expense), net in the condensed consolidated statements of operations. Since the investment in the available-for-sale securities are already measured at fair value, no separate credit losses would be recorded in the condensed consolidated financial statements. Contingent Consideration Liability—Related Parties—Perception, InnarisBio, and TryptageniX The contingent consideration liability—related parties in the table above relates to milestone and royalty payments in connection with the acquisition of Perception Neuroscience Holdings, Inc. (“Perception”), InnarisBio and TryptageniX. 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 and $ 0.1 million as of March 31, 2023 and December 31, 2022, respectively. 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. The valuations as of March 31, 2023 and December 31, 2022, respectively, used inputs that were unobservable inputs with the most significant being the discount rates for royalties on projected commercial revenue and clinical milestones and probability of success estimates over the following ten years, which represent Level 3 measurements within the fair value hierarchy. The fair value of the contingent milestone and royalty liabilities for Perception was estimated to be $ 0.6 million and $ 0.6 million as of March 31, 2023 and December 31, 2022, respectively. The fair value of the Perception contingent consideration liability - related parties was calculated using the following significant unobservable inputs: March 31, 2023 December 31, 2022 Valuation Technique Significant Unobservable Inputs Input Range Input Range Discounted cash flow Milestone contingent consideration: Discount rate 17.2 % 13.1 % Probability of the milestone 10.0 % - 21.0 % 10.0 % - 21.0 % Discounted cash flow Royalty contingent consideration: Discount rate for royalties 23.0 % - 25.7 % 20.0 % - 21.1 % Discount rate for royalties on milestones 15.0 % - 17.6 % 12.3 % - 13.4 % Probability of success rate 10.1 % - 21.0 % 10.1 % - 21.0 % The fair value of the contingent liability for TryptageniX was estimated to be $ 0.2 million and $ 0.2 million as of March 31, 2023, and December 31, 2022, respectively. The contingent liability is comprised of R&D milestone success fee payments and royalties payments. The fair value of the success fee liability was estimated based on the scenario-based method within the income approach. The fair value of the contingent liability for TryptageniX was determined based on significant unobservable inputs, including the discount rate, estimated probabilities of success, and timing of achieving certain clinical milestones. The fair value of the royalties liability was determined to be de minimis as the products are in the early stages of development. The Company will continue to assess the appropriateness of the fair value of the contingent liability as the products continue through development. IntelGenx Common Stock, Initial Warrants and Additional Unit Warrants The Company’s investment in IntelGenx consists of Common Stock, Initial Warrants and Additional Unit Warrants (the Initial Warrants and the Additional Unit Warrants are collectively referred to as the “Warrants”). The Company determined that the Warrants do not meet the definition of a derivative instrument under ASC 815. The Company has classified the Common Stock 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 Stock 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 condensed 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 condensed consolidated statements of operations. The fair value of Common Stock is estimated by applying a discount for lack of marketability (“DLOM”) of 5.0 % as of March 31, 2023 and December 31, 2022. The Company estimated a DLOM in connection with the valuation of the Common Stock to reflect the restrictions associated with the Common Stock. As of March 31, 2023 and December 31, 2022, the only restriction that remains is the unregistered nature of the Common Stock. The fair value of Common Stock, which is included in Other investments held at fair value in the condensed consolidated balance sheets, was zero as of March 31, 2023 and December 31, 2022. 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, which is included in Other investments held at fair value in the condensed consolidated balance sheets, was zero as of March 31, 2023 and December 31, 2022. The following table summarizes significant unobservable inputs that are included in the valuation of the Initial Warrants as of March 31, 2023 and as of December 31, 2022: March 31, 2023 December 31, 2022 Value of Underlying $ 0.17 $ 0.19 Expected Volatility 100 % 100 % The fair value of the Additional Unit Warrants 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 in a risk-neutral framework. For each modeled future price, the Additional Unit Warrants are 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 Unit Warrants is calculated as the probability-weighted present value over all future modeled payoffs. The fair value of the Additional Unit Warrants, which is included in Other investments held at fair value in the condensed consolidated balance sheets, was zero as of March 31, 2023 and December 31, 2022. The following table summarizes significant unobservable inputs that are included in the valuation of the Additional Units Warrant as of March 31, 2023 and as of December 31, 2022: March 31, 2023 December 31, 2022 Value of Underlying $ 0.17 $ 0.19 Expected Volatility 105 % 100 % 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): Contingent Balance as of December 31, 2022 $ 953 Initial fair value of instrument — Change in fair value ( 35 ) Extinguishment of liability — Balance as of March 31, 2023 $ 918 Contingent Balance as of December 31, 2021 $ 2,483 Initial fair value of instrument — Change in fair value — Extinguishment of liability ( 50 ) Balance as of March 31, 2022 $ 2,433 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2023 | |
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): March 31, December 31, Prepaid insurance $ 980 $ 2,034 Prepaid research and development related expenses 4,642 4,626 Tax receivables 1,595 5,631 Other 1,982 1,745 Total $ 9,199 $ 14,036 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | 9. Accrued Liabilities Accrued liabilities consist of the following (in thousands): March 31, December 31, Accrued accounting, legal, and other professional fees $ 2,993 $ 3,566 Accrued external research and development expenses 5,323 5,550 Accrued restructuring costs 708 — Accrued payroll 2,118 5,260 Taxes payable 1,882 2,224 Other liabilities 795 706 Total $ 13,819 $ 17,306 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | 10. Leases In February 2016, the FASC issued ASU 2016-02, "Leases" Topic 842, which amends the guidance in former ASC Topic 840, Leases . Operating lease Right-of-Use ("ROU") assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes lease payments made, lease incentives, and initial direct costs incurred, if any. The discount rate implicit within the Company's leases is generally not determinable and therefore the Company determines the discount rate based on its incremental borrowing rate, which is based on the information available at commencement date. As of March 31, 2023 , the operating lease liabilities reflect a weighted-average discount rate of 12.4 %. Operating Leases The Company leases certain office space under long-term operating leases that expire at various dates through 2028. The Company generally has options to renew lease terms on its facilities, which may be exercised at the Company's sole discretion. The Company evaluates renewal and termination options at the lease commencement date to determine if it is reasonably certain to exercise the option and has concluded on all operating leases that is it not reasonably certain that any options will be exercised. The weighted-average remaining lease term for the Company's operating leases as of March 31, 2023 was 4.7 years. ROU assets and lease liabilities related to the Company's operating leases are as follows (in thousands): Balance Sheet Classification March 31, 2023 December 31, 2022 Right-of-use assets Operating lease right-of-use asset, net $ 1,489 $ 226 Current lease liabilities Current portion of lease liability 317 180 Non-current lease liabilities Non-current portion of lease liability 1,185 44 Expenses related to leases is recorded on a straight-line basis over the lease term. The following table summarizes lease costs by component for the three months ended March 31, 2023 and 2022 (in thousands): Lease Cost Components Statement of Operations Classification Three months ended Three months ended Operating lease cost Operating expenses: General and administrative $ 135 $ 47 Short-term lease cost Operating expenses: General and administrative 92 99 Total lease cost $ 227 $ 146 Future minimum commitments under all non-cancelable operating leases are as follows (in thousands): Year Ended 2023 (excluding three months ended March 31, 2023) $ 359 2024 412 2025 367 2026 367 2027 367 2028 122 Total lease payments 1,994 Less: Imputed interest ( 492 ) Present value of lease liabilities $ 1,502 Supplemental cash flow information related to the Company's operating leases for the three months ended March 31, 2023 and 2022 are as follows (in thousands): Three months ended March 31, 2023 Three months ended March 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 76 $ 46 Right-of-use assets obtained in exchange for new operating lease liabilities 1,356 245 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 11. Debt 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): March 31, December 31, Convertible notes issued in October 2020 $ 422 $ 415 Total $ 422 $ 415 In November 2018, the Company executed a terms and conditions agreement (the “Convertible Note Agreement”) under which it was authorized to 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 and October 2020, 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 and € 0.8 million or $ 1.0 million, respectively (collectively, the “2018 Convertible Notes”). 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. Each 2018 Convertible Note has a notional 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. More information on these notes can be found in Note 10 of the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2023. In connection with the Convertible Note Agreement, the Company issued convertible notes in aggregate principal amounts of € 0.5 million or $ 0.6 million to Apeiron, the family office of the Company’s co-founder, and € 0.3 million or $ 0.4 million to one other shareholder of the Company who is the founder of COMPASS in October 2020. Conversion of 2018 Convertible Promissory Notes - Related Parties Upon the Company's 2021 corporate reorganization, atai 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 of ATAI Life Sciences AG to atai and received sixteen shares in atai for every one share of ATAI Life Sciences AG. In 2021 an d 2022, several noteholders elected to convert their convertible promissory notes into shares of atai. These investors paid € 17.00 per share for an aggregate amount of € 5.8 million or $ 6.9 million and € 4.6 million or $ 4.6 million, respectively 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, and then exchange such shares in ATAI Life Sciences AG for shares of atai through a transfer and sale arrangement. 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 through a transfer and sale arrangement. As ATAI Life Sciences AG continued to remain a wholly owned subsidiary of atai, the transaction was accounted for as an equity transaction that resulted in no gain or loss recognition. Term Loan Hercules Loan and Security Agreement In August 2022, the Company and certain subsidiaries, as guarantors, and Hercules Capital, Inc. entered into a Loan and Security Agreement (as amended by the Hercules Term Loan Amendment), the “Hercules Loan Agreement”). The Hercules Loan Agreement provides for term loans in an aggregate principal amount of up to $ 175.0 million under multiple tranches (the “2022 Term Loan Facility”), available as follows: (i) a term loan advance in the amount of $ 15.0 million on the Closing Date (the “Tranche 1A Advance”); (ii) at any time after the Closing Date but on or prior to May 1, 2023 or a date otherwise agreed to by the parties (the “Tranche 1B Expiration Date”), term loan advances in an aggregate principal amount of up to $ 20.0 million (the “Tranche 1B Advances”); (iii) at any time beginning upon the earlier of (A) the Tranche 1B Expiration Date and (B) the date on which all amounts available to be drawn under the Tranche 1B Advances have been drawn and on or prior to December 15, 2023 (the “Tranche 1C Expiration Date”), term loan advances in an aggregate principal amount of up to $ 25.0 million (the “Tranche 1C Advances” and together with the Tranche 1A Advance and the Tranche 1B Advances, the “Tranche 1 Advances”); (iv) subject to us achieving certain performance milestones and, beginning upon the earlier of (A) the date on which all amounts available to be drawn under the Tranche 1C Advances have been drawn and (B) the Tranche 1C Expiration Date, on or prior to June 30, 2024, term loan advances in an aggregate principal amount of $ 15.0 million (the “Tranche 2 Advances”); and (v) subject to approval by the Lenders’ respective investment committees in its discretion, on or prior to March 31, 2025, term loan advances in an aggregate principal amount of up to $ 100.0 million (the “Tranche 3 Advances”). With the exception of the first $ 15.0 million tranche available on the Closing Date, each of the tranches may be drawn down in $ 5.0 million increments at the Company's election, subject to applicable conditions to draw. The 2022 Term Loan Facility will mature on August 1, 2026 (the “Maturity Date”), which may be extended until February 1, 2027 if the Company achieves certain performance milestones, raises at least $ 175.0 million of unrestricted new net cash proceeds from certain permitted sources after the Closing Date and prior to June 30, 2024, and satisfies certain other specified conditions. The outstanding principal balance of the 2022 Term Loan Facility bears interest at a floating interest rate per annum equal to the greater of either (i) the prime rate as reported in the Wall Street Journal plus 4.55 % and (ii) 8.55 %. Accrued interest is payable monthly following the funding of each term loan advance. The Company may make payments of interest only, without any loan amortization payments, for a period of thirty (30) months following the Closing Date, which period may be extended to (i) thirty-six months if certain additional performance milestones have been achieved; and (ii) forty-two months if certain additional performance milestones have been achieved. At the end of the interest only period, the Company is required to begin repayment of the outstanding principal of the 2022 Term Loan Facility in equal monthly installments. The Hercules Loan Agreement contains customary closing and commitment fees, prepayment fees and provisions, events of default and representations, warranties and affirmative and negative covenants, including a financial covenant requiring the Company to maintain certain levels of cash in accounts subject to a control agreement in favor of the Agent (the “Qualified Cash”) at all times commencing from the Closing Date, which includes a cap on the amount of cash that can be held by, among others, certain of our foreign subsidiaries in Australia and the United Kingdom. In addition, the financial covenant under the Loan Agreement requires that beginning on the later of (i) July 1, 2023 and (ii) the date on which the aggregate outstanding amount borrowed under the 2022 Term Loan Facility is equal to or greater than $ 40.0 million, the Company shall maintain Qualified Cash in an amount no less than the sum of (1) 33 % of the outstanding amount under the 2022 Term Loan Facility, and (2) the amount of the Borrowers’ and Subsidiary Guarantors’ accounts payable that have not been paid within 180 days from the invoice date of the relevant account payable, subject to certain exceptions; provided, that the financial covenant shall not apply on any day that the Company's market capitalization is at least $ 600.0 million measured on a consecutive 10-business day period immediately prior to such date of measurement and tested on a daily basis. Upon the occurrence of an event of default, including a material adverse effect, subject to certain exceptions, on ATAI NV and ATAI AG’s, taken together, business, operations, properties, assets or financial condition, and subject to any specified cure periods, all amounts owed by the Company may be declared immediately due and payable by the Lenders. As of March 31, 2023, the Company was in compliance with all applicable covenants under the Hercules Loan Agreement. In addition, the Company is required to make a final payment fee (the “End of Term Charge”) upon the earlier of (i) the Maturity Date, (ii) the date that the Company prepays, in full or in part, the principal balance of the 2022 Term Loan Facility, or (iii) the date that the outstanding balance of the 2022 Term Loan Facility becomes due and payable. The End of Term Charge is 6.95 % of the aggregate original principal amount of the term loans so repaid or prepaid under the Loan Agreement. The Company may, at its option, prepay the term loans in full or in part, subject to a prepayment penalty equal to (i) 2.00 % of the principal amount prepaid if the prepayment occurs on or prior to the first anniversary of the Closing Date, (ii) 1.0 % of the principal amount prepaid if the prepayment occurs after the first anniversary and on or prior to the second anniversary of the Closing Date, and (iii) 0.5 % of the principal amount prepaid if the prepayment occurs after the second anniversary and prior to the Maturity Date. The Company incurred financing expenses related to the Hercules Loan Agreement, which are recorded as an offset to long-term debt on the Company's condensed consolidated balance sheets. These deferred financing costs are being amortized over the term of the debt using the effective interest method, and are included in other income (expense), net in the Company’s condensed consolidated statements of operations. During the three months ended March 31, 2023, interest e xpense included $ 0.1 million o f amortized deferred financing costs related to the 2022 Term Loan Facility. Outstanding debt obligations are as follows (in thousands): March 31, 2023 December 31, 2022 Principal amount $ 15,000 $ 15,000 End of the term charge 1,042 1,042 Less: unamortized issuance discount ( 258 ) ( 274 ) Less: unamortized issuance costs ( 106 ) ( 113 ) Less: unamortized end of term charge ( 895 ) ( 952 ) Net carrying amount 14,783 14,702 Less: current maturities — — Long-term debt, net of current maturities and unamortized debt discount and issuance costs $ 14,783 $ 14,702 The fair value of the outstanding debt obligations under the 2022 Term Loan Facility was $ 15.4 million as of March 31, 2023 , and $ 14.9 million as of December 31, 2022 , respectively. The fair value of the debt obligations under the 2022 Term Loan Facility represent Level 3 measurements within the fair value hierarchy. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | 12. Common Stock In June 2021, atai closed the IPO of its common shares on Nasdaq. As part of the IPO, the Company issued and sold 17,250,000 common shares, 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 common share entitles the holder to one vote on all matters submitted to the shareholders for a vote. All holders of common shares are entitled to receive dividends, as may be declared by the Company’s board of supervisory directors. Upon liquidation, common shareholders will receive distribution on a pro rata basis. As of March 31, 2023 and December 31, 2022 , no cash dividends have been declared or paid. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 13. Stock-Based Compensation atai Equity Incentive Plans The Company has options and restricted stock units ("RSUs") outstanding under various equity incentive plans, including the 2020 Incentive Plan, 2021 Incentive Plan, and HSOP Plan, which are further described in Note 12 of the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2023. As of March 31, 2023, there were no shares 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 to the atai Life Sciences 2021 Incentive Award Plan. Shares that are expired, terminated, surrendered, or canceled without having been fully exercised will be available for future awards. As of March 31, 2023 , 30,508,131 shares were available for future grants under the 2021 Incentive Plan. As of March 31, 2023 , 257,419 HSOP Options were available for future grants under the HSOP Plan. Stock Option activity under 2020 Incentive Plan and 2021 Incentive Plan 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 or 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 activity from December 31, 2022 to March 31, 2023: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 34,880,604 $ 5.98 5.71 $ 10,647 Granted 8,875,628 (1) 1.23 — — Exercised ( 74,562 ) 2.44 — — Cancelled or forfeited ( 1,441,359 ) 8.03 — — Outstanding as of March 31, 2023 42,240,311 (2) $ 4.92 6.33 $ 11,503 Options exercisable as of March 31, 2023 19,093,367 $ 5.24 3.94 $ 6,105 (1) Includes (a) 8,875,628 stock options that will vest over a four-year service period. (2) The 23,146,943 outstanding unvested stock options includes (a) 21,051,961 that will continue to vest over a one to four-year service period, (b) 1,416,321 that will continue to vest over a three to four-year service period and upon the satisfaction of specified performance-based vesting conditions, (c) 100,000 stock options that will continue to 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, (d) 194,661 stock options that will continue to vest over a three-year service period and upon the satisfaction of specified performance-based vesting conditions, which were achieved during the year ended December 31, 2022, and (e) 384,000 stock options that will vest on the one-year anniversary of the date of grant. The weighted-average grant-date fair value of options granted during the three months ended March 31, 2023 was $ 0.91 . The total intrinsic value of options exercised during the three months ended March 31, 2023 , was $ 0 . The Company estimates the fair value of each stock option using the Black-Scholes option-pricing model on the date of grant. During the three months ended March 31, 2023 and 2022, the assumptions used in the Black-Scholes option pricing model were as follows: March 31, 2023 2022 Weighted average expected term in years 6.08 5.98 Weighted average expected stock price volatility 86.5 % 70.8 % Risk-free interest rate 3.76 % - 3.92 % 1.46 % - 1.88 % Expected dividend yield 0 % 0 % For the three months ended March 31, 2023 and 2022 , the Company recorded stock-based compensation expense of $ 7.6 million and $ 8.6 million, respectively. As of March 31, 2023 , total unrecognized compensation cost related to the unvested stock options was $ 60.6 million, which is expected to be recognized over a weighted average period of 2.1 years. Stock Option activity under HSOP Plan The HSOP Options outstanding noted below consist of service and performance-based options to request the distribution of HSOP Shares. These HSOP Options have a fifteen-year contractual term. These HSOP Options vest over a three to four-year service period. 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 acti vity from December 31, 2022 to March 31, 2023: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 6,921,829 6.64 13.01 $ — Granted — — — — Exercised — — — — Cancelled or forfeited — — — — Outstanding as of March 31, 2023 6,921,829 $ 6.64 12.92 $ — Options exercisable as of March 31, 2023 6,207,853 $ 6.64 12.92 For the three months ended March 31, 2023 and 2022 , the Company recorded stock-based compensation expense of $ 0.9 million and $ 1.4 million, respectively. As of March 31, 2023 , total unrecognized compensation cost related to the unvested stock-based awards was $ 2.3 million which is expected to be recognized over a weighted average period of 0.45 years. Restricted Stock Unit activity under the 2021 Incentive Plan The restricted stock units noted below consist of service-based awards vesting over a two-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 units as issued and outstanding common stock when vested and the shares have been delivered to the individual. The following is a summary of restricted stock unit activity from December 31, 2022 to March 31, 2023: Restricted Stock Units Weighted Average Grant Date Fair Value Unvested at January 1, 2023 — $ — Granted 3,251,815 1.18 Vested — — Forfeited 6,900 1.18 Unvested at March 31, 2023 3,244,915 $ 1.18 For the three months ended March 31, 2023 and 2022 , the Company recorded stock-based compensation expense of $ 0.1 million and $ 0.0 million, respectively. The total fair value of restricted stock units vested during the three months ended March 31, 2023 was $ 0 . As of March 31, 2023 , total unrecognized compensation cost related to the unvested stock-based awards was $ 3.7 million, which is expected to be recognized over a weighted average period of 1.96 years. Subsidiary Equity Incentive Plans Certain controlled subsidiaries of the Company adopted their own equity incentive plans (each, an “EIP”). Each EIP is generally structured so that the applicable subsidiary, and its affiliates’ employees, directors, officers and consultants are eligible to receive non-qualified and incentive stock options and restricted stock unit awards under their respective EIP. Standard option grants have time-based vesting requirements, generally vesting over a period of four years with a contractual term of ten years. Such time-based stock options use the Black-Scholes option pricing model to determine grant date fair value. Certain awards issued to employees partially vest on date of grant, then over a three-year service period and upon the satisfaction of specified performance-based vesting conditions, which are not considered probable of achievement as of March 31, 2023. For the three months ended March 31, 2023 and 2022 , the Company recorded share-based compensation expense of $ 0.1 million and $ 0.2 million, respectively, in relation to subsidiary EIPs. As of March 31, 2023 , there was $ 0.5 million of total unrecognized stock-based compensation expense related to unvested EIP awards to employees and non-employee directors expected to be recognized over a weighted-average period of approximately 1.2 years. As of March 31, 2023, the unrecognized stock-based compensation expense from EIP's awards with liquidity-based performance vesting conditions issued to employees and non-employee directors was approximately $ 7.3 million, which will be recognized in future periods if and when the attainment of the performance vesting criteria becomes probable. Stock-Based Compensation Stock-based compensation expense is allocated to either research and development or general and administrative expense on the condensed 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 for the three months ended March 31, 2023, which includes expense related to stock options and restricted stock unit awards (in thousands): Three Months Ended March 31, 2023 Atai 2020 and 2021 Incentive Plans Atai 2020 Other Subsidiary Total Research and development $ 3,360 $ — $ 106 $ 3,466 General and administrative 4,310 874 12 5,196 Total share based compensation expense $ 7,670 $ 874 $ 118 $ 8,662 The following table summarizes the total stock-based compensation expense by function for the three months ended March 31, 2022, which includes expense related to stock options and restricted stock unit awards (in thousands): Three Months Ended March 31, 2022 Atai 2020 and 2021 Incentive Plans Atai 2020 Other Subsidiary Total Research and development $ 3,627 $ — $ 146 $ 3,773 General and administrative 5,007 1,350 78 6,435 Total share based compensation expense $ 8,634 $ 1,350 $ 224 $ 10,208 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. 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 discrete items arising during the quarter. The tax effect for discrete items are recorded in the period in which they occur. The Company recorded $ 0.2 million and $ 41,000 of income tax expense for the three months ended March 31, 2023 and 2022 respectively. The income tax expense during these periods was primarily driven by current tax on earnings of subsidiaries in Australia, the United States, and the United Kingdom. The primary difference between the effective tax rate and the statutory tax rate relates to the income tax treatment of stock compensation expense, which impacts the current and overall tax expense due to the applicable valuation allowance. The Company continues to maintain a full valuation allowance against its deferred tax assets. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 15. Net Income (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 March 31, 2023 2022 Numerator: Net loss $ ( 34,354 ) $ ( 37,558 ) Net loss attributable to noncontrolling interests ( 1,219 ) ( 689 ) Net loss attributable to ATAI Life Sciences $ ( 33,135 ) $ ( 36,869 ) Denominator: Weighted average common shares outstanding 155,792,490 153,529,268 Net loss per share attributable to ATAI Life $ ( 0.21 ) $ ( 0.24 ) HSOP Shares issued to the Partnership and allocated to the HSOP Participants 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 Participants 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 the maximum amount of outstanding shares of potentially dilutive securities that 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 March 31, 2023 2022 Options to purchase common stock 42,240,311 32,600,468 HSOP options to purchase common stock 6,921,829 7,046,496 2018 Convertible Promissory Notes - Related Parties (Note 11) 6,201,824 10,521,824 Unvested restricted stock units 3,244,915 — 58,608,879 50,168,788 The outstanding 2018 Convertible Notes are issuable upon the exercise of conversion rights of convertible note holde rs for 387,614 shares of common stock of ATAI Life Sciences AG. Upon conversion of the 2018 Convertible Notes, it is expected that the shares of common stock of ATAI Life Sciences AG issuable upon conversion of the 2018 Convertible Notes would be exchanged on a one-for-sixteen basis for shares of atai which is reflected in the table above. See Note 11 for additional discussion. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies Research and Development Agreements The Company may enter into contracts in the ordinary 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 condensed 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 condensed 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 | 3 Months Ended |
Mar. 31, 2023 | |
License Agreements [Abstract] | |
License Agreements | 17. License Agreements Otsuka License and Collaboration Agreement In March 2021, Perception entered into a license and collaboration agreement (the “Otsuka Agreement”) with Otsuka under which Perception 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 at its own cost and expense. Perception retained all rights to PCN-101 outside of Japan. With the execution of the Otsuka Agreement, Perception received an upfront, non-refundable payment of $ 20.0 million. Perception 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 Perception a tiered, double-digit royalty on net sales of products containing PCN-101 in Japan, subject to reduction in certain circumstances. More information for this license can be found in Note 16 of the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2023. For the three months ended March 31, 2023, and 2022 there were no milestones achieved under the Otsuka Agreement and the Company recognized an immaterial amount of revenue related to certain research and development services. As of March 31, 2023 the remaining balance of deferred revenue related to the Otsuka Agreement was immaterial. National University Corporation Chiba University License Agreement In August 2017, Perception entered into a license agreement (the “CHIBA License”), with the National University Corporation Chiba University (“CHIBA”), relating to Perception’s drug discovery and development initiatives. Under the CHIBA License, Perception has been granted a worldwide exclusive license under certain patents and know-how of CHIBA to research, develop, manufacture, use and commercialize therapeutic products. During the three months ended March 31, 2023 and 2022 , respectively, the Company made no material payments pursuant to the CHIBA License. Allergan License Agreement In February 2020, Recognify entered into an amended and restated license agreement (the “Allergan License Agreement”), with Allergan Sales, LLC (“Allergan”), under which Allergan granted Recognify an exclusive (non-exclusive as to know-how), sublicensable and worldwide license under certain patent rights and know-how controlled by Allergan to develop, manufacture and commercialize certain products for use in all fields including the treatment of certain diseases and conditions of the central nervous system. During the three months ended March 31, 2023 and 2022 , respectively, Recognify made no material payments pursuant to the Allergan License Agreement. Columbia Stock Purchase and License Agreement In June 2020, Kures entered into a license agreement with Trustees of Columbia University (“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 5.0 % of Kures common stock on a fully diluted basis. Furthermore, the SPA provided that from time to time, Kures shall 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, which price shall be deemed to have been paid in partial consideration for the execution, delivery and performance by Columbia of the License Agreement, such that the common stock held by Columbia shall equal to 5.0 % of the common stock on a fully diluted basis, at all times up to and through the achievement of certain funding threshold. During the three months ended March 31, 2023 and 2022, respectively, Kures made no material payments or share issuances in connection with the Columbia agreement. Accelerate License Agreement In April 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. During the three months ended March 31, 2023 and 2022 , respectively, Psyber made no material payments pursuant to the Accelerate License agreement. Dalriada License Agreement In December 2021, Invyxis, Inc. ("Invyxis"), a wholly owned subsidiary of the Company, entered into an exclusive services and license agreement (the "Invyxis ESLA") with Dalriada Drug Discovery Inc. ("Dalriada"). Under the Invyxis ESLA, Dalriada is to exclusively collaborate with Invyxis to develop products, services and processes with the specific purpose of generating products consisting of new chemical entities. Invyxis will pay Dalriada up to $ 12.8 million in service fees for research and support services. In addition, Invyxis will pay Dalriada success milestone payments and low single digit royalty payments based on net product sales. Invyxis has the right, but not the obligation, to settle future royalty payments based on net product sales with the Company's common stock. Invyxis and Dalriada will determine the equity settlement based on a price per share determined by both parties. In January 2022, in accordance with the Invyxis ESLA, Invyxis paid an upfront deposit of $ 1.1 million, which was capitalized as prepaid research and development expense. The Company will expense the upfront deposit as the services are performed as a component of research and development expense in the condensed consolidated statements of operations. During the three months ended March 31, 2023 and 2022, the Compa ny recorded $ 0.5 million and $ 0.2 million as research and development expense, respectively. During the three months ended March 31, 2023 and 2022, Invyxis made no other service fee payments to Dalriada. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 18. 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 Juvenescence to the Company in exchange for the Company's common stock of equivalent value. Apeiron is the family office of the Company’s co-founder who owns 20.4 % and 19.7 % of the outstanding common stock in the Company as of March 31, 2023 and December 31, 2022 , respectively. Galaxy is a NYC-based multi-strategy investment firm that owns 6.5 % and 6.5 % of the outstanding common stock in the Company as of March 31, 2023 and December 31, 2022, respectively. 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 common shares. 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 the Consulting Agreement, for the three months ended March 31, 2023 and 2022 , the Company recorded $ 0.2 million and $ 0.2 million, respectively, of stock-based compensation included in general and administrative expense in its condensed consolidated statements of operations. For the three months ended March 31, 2023 and 2022 , the Company recorded $ 0.2 million and $ 0.2 million, respectively, of stock-based compensation included in general and administrative expense in its condensed consolidated statements of operations related to Mr. Angermayer's service as Chairman of the supervisory board. |
Defined Contribution Plan
Defined Contribution Plan | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | 19. 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. Employees may make contributions by having the Company withhold a percentage of their salary up to the Internal Revenue Service annual limit. The Company recogn ized $ 0.2 million of related compensation expense for the three months ended March 31, 2023. The Company recognized an immaterial amount of compensation expense for the three months ended March 31, 2022 . |
Corporate Restructuring
Corporate Restructuring | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Corporate Restructuring | Corporate Restructuring In February 2023, the Company restructured its workforce and eliminated approximately 30 % of its global workforce in order to more effectively allocate its research and development and other resources supporting the revised business and program priorities and to reduce operational costs. Restructuring expense related to the workforce reduction was incurred primarily during the three months ended March 31, 2023 , resulting in $ 3.2 million of restructuring expense, which consisted of $ 3.0 million of cash expenditures for severance and other employee separation-related costs and $ 0.2 million of stock-based compensation expense. Of the restructuring expense, for the three months ended March 31, 2023 , $ 1.8 million and $ 1.4 million were recorded in research and development expenses and general and administrative expenses, respectively, in the condensed consolidated statement of operations. As of March 31, 2023 , net restructuring liabilities totaled approximately $ 0.7 million included in accrued expenses on the Company's condensed consolidated balance sheets. A reconciliation of the restructuring charges and related payments for the three months ended March 31, 2023 is as follows: Three Months Ended Restructuring liability as of December 31, 2022 $ — Restructuring costs expensed during the period 3,166 Non-cash impact of stock-based compensation ( 195 ) Cash payments of restructuring liabilities, net ( 2,263 ) Restructuring liability as of March 31, 2023 $ 708 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events None. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and follow the requirements of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements as certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 24, 2023. The unaudited 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 months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other future annual or interim period. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). Consolidation The Company's condensed consolidated financial statements include the accounts of atai and its subsidiaries. All intercompany balances and transactions have been eliminated in the consolidation. The Company's policy is to consolidate all entities that it controls by ownership of a majority of the outstanding voting stock. In addition, entities that meet the definition of a variable interest entity (“VIE”) for which atai is the primary beneficiary are consolidated. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly-owned, the third-party’s holding of equity interest is presented as Noncontrolling interests in the Company's condensed consolidated balance sheets and condensed consolidated statements of stockholders' equity. The portion of net earnings attributable to the noncontrolling interests is presented as Net loss attributable to noncontrolling interests in the Company's condensed consolidated statements of operations. In situations in which atai has significant influence, but not control, of an entity that does not qualify as a VIE, the Company applies the cost and equity method of accounting, with its portion of net losses recorded in Losses from investments in equity method investees, net of tax in the Company's condensed consolidated statements of operations. |
Significant Accounting Policies | Significant Accounting Policies During the three months ended March 31, 2023, 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, 2022 except as described below. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. 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 investment in Intelgenx Technologies Corp. (“IntelGenx”), securities carried at fair value, contingent consideration liability—related parties, in-process research and development assets (“IPRD”) and noncontrolling interests recognized in acquisitions, the valuation of 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 March 31, 2023 and December 31, 2022, cash and cash equivalents consisted of cash on deposit and cash held in high-yield savings accounts and money market funds, and at times in excess of federally insured limits. |
Investment Securities Portfolio | Investment Securities Portfolio The following table sets forth the fair value of atai's available-for-sale securities portfolio at the dates indicated: Fair Value March 31, 2023 December 31, 2022 Money Market Funds $ 82,797 $ 72,334 Commercial Paper — 5,958 Corporate Notes/Bonds 4,877 17,719 U.S. Government Agencies 59,121 58,819 $ 146,795 $ 154,830 In January 2022, the Company invested in a certain investment portfolio, which is comprised of Money Market Funds, U.S. Treasury securities, Commercial Paper, Corporate Notes/Bonds, and U.S. government agencies securities. The Company classified securities in the investment portfolio as available-for-sale securities. Furthermore, the Company elected the fair value option for the available-for-sale securities in the investment portfolio (see Note 7). The decision to elect the fair value option, which is irrevocable once elected, is determined on an instrument-by-instrument basis and applied to an entire instrument. The net gains or losses, if any, on an investment for which the fair value option has been elected are recognized as a change in fair value of securities carried at fair value on the Condensed Consolidated Statements of Operations and the amortized cost of investments approximates their fair value. The Company's securities in the investment portfolio will mature within two years. |
Fair Value Measurements | Fair Value Measurements Assets and liabilities recorded at fair value on a recurring basis in the condensed 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, IntelGenx Initial Warrants and IntelGenx Additional Units Warrant 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 and securities carried at fair value are determined according to Level 2 inputs in the fair value hierarchy above. The carrying amount reflected in the accompanying condensed consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued liabilities approximate their fair values, due to their short-term nature. The carrying amounts of the Company’s remaining outstanding convertible promissory notes—related parties (“2018 Convertible Notes”) do not approximate fair value because the fair value is driven by the underlying value of the Company’s common shares into which the notes are to be converted. As of March 31, 2023 , the carrying amount and fair value amount of the 2018 Convertible Notes was $ 0.4 million and $ 7.2 million, respectively. As of December 31, 2022 , the carrying amount and fair value amount of the 2018 Convertible Notes was $ 0.4 million and $ 13.1 million, respectively. In 2022, several noteholders of the 2018 Convertible Notes elected to convert their promissory notes into the Company's common shares. See Note 11 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 Other investments held at fair value in the Company's condensed consolidated balance sheets and changes in fair value are recognized as a component of other income (expense), net in the condensed consolidated statements of operations . The carrying value of the investment remained at zero as of March 31, 2023 and December 31, 2022, respectively. Furthermore, as noted above the Company also elected the fair value option for its investment securities portfolio. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. As described in “Recently Adopted Accounting Pronouncements” below, the Company early adopted certain accounting standards, as the JOBS Act does not preclude an emerging growth company from adopting a new or revised accounting standard earlier than the time that such standard applies to private companies. The Company expects to use the extended transition period for any other new or revised accounting standards during the period in which it remains an emerging growth company. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements ASU 2016-02 Leases (Topic 842) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is a comprehensive new lease standard that amends various aspects of existing accounting guidance for leases. The core principle of Topic 842 requires lessees to recognize on the condensed consolidated balance sheets a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term for both finance and operating leases with lease terms greater than twelve months. The lease liability is measured at the present value of the unpaid lease payments and the right-of-use asset is derived from the calculation of the lease liability. Topic 842 also requires lessees to disclose key information about leasing arrangements. 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. The Company adopted the new standard on January 1, 2022 using the modified transition approach as of the effective date. The Company elected the “package of three practical expedients,” which permitted it to not reassess under the new standard its prior conclusions about lease identification, lease classification, and initial direct costs. As a result, the Company has continued to account for existing leases - i.e. leases for which the commencement date is before January 1, 2022 - in accordance with Topic 840 throughout the entire lease term, including periods after the effective date, with the exception that the Company applied the new balance sheet recognition guidance for operating leases and applied Topic 842 for remeasurements and modifications after the Transition Date. The Company also elected the hindsight expedient in determining the lease term and assessing impairment of right-of-use assets when transitioning to ASC 842. As a result, the Company evaluated the lease term for its existing leases as of the transition date, January 1, 2022. The most significant impact of the initial adoption of Topic 842 on the Company’s condensed consolidated financial statements was the recognition of a $ 0.2 million operating lease right-of-use asset , a $ 0.1 million current operating lease liability , and a $ 0.1 million long-term operating lease liability on the Company’s condensed consolidated balance sheets related to its existing facility operating lease. The Company did not have a deferred rent liability recorded in connection with its existing facility operating lease. There was no material impact of the initial adoption to the Company’s condensed consolidated balance sheets, condensed consolidated statements of operations, and no cumulative-effect adjustment to accumulated deficit. In May 2022, the Company entered into a five year lease arrangement that commenced in January 2023 related to our principal executive office located at Wallstraße 16, 10179, Berlin, Germany. This lease will require lease payments over the term of approximately $ 1.8 million, which is further described in Note 10 of the notes to the Company's unaudited condensed consolidated financial statements. The Company recorded $ 0.1 million and an immaterial amount of general and administrative expense in its condensed consolidated statement of operations related to lease expense, including short-term lease expense during the three months ended March 31, 2023 and 2022. |
Recently Issued Accounting Pronouncements Not Yet Adopted | ASU 2016-13 Financial Instruments - Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses. This guidance requires immediate recognition of management’s estimates of current expected credit losses. Under the prior model, losses were recognized only when losses were deemed probable. The new model is applicable to most financial assets and certain other instruments that are not measured at fair value through net income. The Company utilizes an undiscounted probability-of-default (“PD”) and loss-given-default (“LGD”) method for estimating credit losses on its assets pool, which is comprised of loans to other companies. Under the PD and LGD method, the expected credit loss percentage (or “loss rate”) is calculated as the probability of default (i.e., the probability the asset will default within the given time frame) multiplied by the loss given default (i.e., the percentage of the asset not expected to be collected because of default). To implement the PD and LGD method, the Company utilizes readily observable market information from term-matched public debt to derive market implied current expected credit losses (“MICECL”) grouped by Standard & Poor’s (“S&P”) credit rating scale. The MICECL framework considers risk characteristics of assets pool based on publicly available or estimated S&P credit ratings to calculate an appropriate credit loss reserve for the pool or group of assets. ASU 2016-13 requires a cumulative effect adjustment to the statement of financial position as of the beginning of the first reporting period in which it is effective. On January 1, 2023, the Company adopted this guidance an d applied a modified-retrospective transition approach through a cumulative-effect adjustment to retained earnings upon adoption. At transition, the new accounting guidance’s adoption resulted in an increase to accumulated deficit of $ 0.5 million, net of tax attributable to an increase in the allowance for credit losses related to its Short term notes receivable - related parties, net and Long term notes receivable - related parties, net . |
Reclassifications | Reclassifications Certain reclassifications were made to prior period amounts in the condensed consolidated financial statements and accompanying notes to conform with current year presentation due to the increase in the balances of the Company's operating right-of-use asset and related lease liability during the period. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of fair value of our available-for-sale debt securities portfolio | The following table sets forth the fair value of atai's available-for-sale securities portfolio at the dates indicated: Fair Value March 31, 2023 December 31, 2022 Money Market Funds $ 82,797 $ 72,334 Commercial Paper — 5,958 Corporate Notes/Bonds 4,877 17,719 U.S. Government Agencies 59,121 58,819 $ 146,795 $ 154,830 |
Variable Interest Entities an_2
Variable Interest Entities and a Voting Interest Entity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Primary Beneficiary for VIEs Consolidated Under the VIE Model | As of March 31, 2023 and December 31, 2022, the Company has accounted for the following consolidated 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 59.2 % 58.9 % Kures, Inc. Controlled VIE Controlled VIE August 2019 64.5 % 64.5 % 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 Controlled VIE February 2021 75.0 % 75.0 % Psyber, Inc. Controlled VIE Controlled VIE February 2021 75.0 % 75.0 % InnarisBio, Inc. Controlled VIE Controlled VIE March 2021 82.0 % 82.0 % TryptageniX Inc. Controlled VIE Controlled VIE December 2021 65.0 % 65.0 % |
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 March 31, 2023 (in thousands): Perception Kures EntheogeniX DemeRx IB Recognify PsyProtix Psyber InnarisBio TryptageniX Assets: Current assets: Cash $ 5,013 $ 128 $ 1,143 $ 11,145 $ 6,032 $ — $ 832 $ 640 $ 205 Accounts receivable 227 — — — — — — — — Prepaid expenses and other current assets 1,035 348 87 105 1,456 66 — 552 2,700 Total current assets 6,275 476 1,230 11,250 7,488 66 832 1,192 2,905 Long term notes receivable — — — 1,062 — 93 — — — Other assets — — — — — — 533 — — Total assets $ 6,275 $ 476 $ 1,230 $ 12,312 $ 7,488 $ 159 $ 1,365 $ 1,192 $ 2,905 Liabilities: Current liabilities: Accounts payable $ 804 $ 118 $ 199 $ 353 $ 218 $ 49 $ 39 $ 12 $ 1 Accrued liabilities 1,771 356 204 341 671 32 46 585 127 Other current liabilities 49 — — 1 2 — — — — Total current liabilities 2,624 474 403 695 891 81 85 597 128 Total liabilities $ 2,624 $ 474 $ 403 $ 695 $ 891 $ 81 $ 85 $ 597 $ 128 The following table presents the assets and liabilities (excluding intercompany balances that were eliminated in consolidation) for all consolidated VIEs as of December 31, 2022 (in thousands): Perception Kures EntheogeniX DemeRx IB Recognify PsyProtix Psyber InnarisBio TryptageniX Assets: Current assets: Cash $ 8,703 $ 220 $ 467 $ 12,251 $ 7,526 $ 1 $ 683 $ 719 $ 513 Accounts receivable 197 — — — — — — — — Prepaid expenses and other current assets 466 174 91 21 1,742 66 — 13 2,850 Total current assets 9,366 394 558 12,272 9,268 67 683 732 3,363 Long term notes receivable — — — 1,075 — 109 — — — Other assets — — — — — — 353 — — Total assets $ 9,366 $ 394 $ 558 $ 13,347 $ 9,268 $ 176 $ 1,036 $ 732 $ 3,363 Liabilities: Current liabilities: Accounts payable $ 661 $ 25 $ 124 $ 332 $ 381 $ 33 $ 10 $ 3 $ — Accrued liabilities 1,738 266 121 671 596 46 37 158 154 Other current liabilities 121 2 — 133 2 1 1 1 — Total current liabilities 2,520 293 245 1,136 979 80 48 162 154 Total liabilities $ 2,520 $ 293 $ 245 $ 1,136 $ 979 $ 80 $ 48 $ 162 $ 154 |
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 Kures Recognify Total Balance as of December 31, 2022 $ 1,731 $ 451 $ 2,844 $ 5,026 Net loss attributable to noncontrolling — — — — Net loss attributable to noncontrolling ( 700 ) ( 93 ) ( 426 ) ( 1,219 ) Comprehensive loss attributable to noncontrolling 6 2 — 8 Balance as of March 31, 2023 $ 1,037 $ 360 $ 2,418 $ 3,815 Perception Kures Recognify Total Balance as of December 31, 2021 $ 5,232 $ — $ 3,819 $ 9,051 Net loss attributable to noncontrolling ( 571 ) — ( 118 ) ( 689 ) Comprehensive loss attributable to noncontrolling ( 11 ) — — ( 11 ) Balance as of March 31, 2022 $ 4,650 $ — $ 3,701 $ 8,351 |
Equity Method Investments and_2
Equity Method Investments and Other Investments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | As of March 31, 2023 and December 31, 2022, the Company accounted for the following investments in the investee’s common stock under the equity method (amounts in thousands): As of March 31, 2023 As of December 31, 2022 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 December 2018 22.4 % — 22.4 % — GABA Therapeutics, Inc November 2020 7.5 % (1) — 7.5 % (1) — Total $ — $ — (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. The Company’s total ownership interest, considering both preferred and common stock is 54.7%. |
Investment | As of March 31, 2023 and December 31, 2022, 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): March 31, December 31, 2023 2022 GABA Therapeutics, Inc. $ 4,478 $ 5,387 DemeRx NB, Inc. 1,024 1,024 Juvenescence Limited 344 344 Total $ 5,846 $ 6,755 |
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 March 31, 2023 COMPASS GABA Current assets $ 167,826 $ 3,119 Non-current assets 5,484 — Total assets $ 173,310 $ 3,119 Current liabilities $ 11,254 $ 1,296 Non-current liabilities 412 — Total liabilities $ 11,666 $ 1,296 December 31, 2022 COMPASS GABA Current assets $ 191,651 $ 3,933 Non-current assets 5,643 — Total assets $ 197,294 $ 3,933 Current liabilities $ 15,596 $ 1,542 Non-current liabilities 418 — Total liabilities $ 16,014 $ 1,542 |
Shedule Of Equity Method Investment Summarized Statement Of Operations | Statements of operations Three Months Ended March 31, 2023 COMPASS GABA Revenue $ — $ — Loss from continuing operations $ ( 31,788 ) $ ( 1,033 ) Net loss $ ( 24,208 ) $ ( 1,033 ) Three Months Ended March 31, 2022 COMPASS GABA Revenue $ — $ — Loss from continuing operations $ ( 25,420 ) $ ( 1,606 ) Net loss $ ( 21,171 ) $ ( 1,606 ) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Cash & Money market funds $ 82,797 $ — $ — $ 82,797 Investment in securities at fair value: Commercial Paper — — — — Corporate Notes/Bonds — 4,877 — 4,877 U.S. Government Agencies — 59,121 — 59,121 Other investment at fair value — — — — $ 82,797 $ 63,998 $ — $ 146,795 Liabilities: Contingent consideration liability - related parties $ — $ — $ 918 $ 918 $ — $ — $ 918 $ 918 Fair Value Measurements As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Cash & Money market funds $ 72,334 $ — $ — $ 72,334 Investment in securities at fair value: Commercial Paper — 5,958 — 5,958 Corporate Notes/Bonds — 17,719 — 17,719 U.S. Government Agencies — 58,819 — 58,819 Other investment at fair value — — — — $ 72,334 $ 82,496 $ — $ 154,830 Liabilities: Contingent consideration liability - related parties $ — $ — $ 953 $ 953 $ — $ — $ 953 $ 953 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The fair value of the Perception contingent consideration liability - related parties was calculated using the following significant unobservable inputs: March 31, 2023 December 31, 2022 Valuation Technique Significant Unobservable Inputs Input Range Input Range Discounted cash flow Milestone contingent consideration: Discount rate 17.2 % 13.1 % Probability of the milestone 10.0 % - 21.0 % 10.0 % - 21.0 % Discounted cash flow Royalty contingent consideration: Discount rate for royalties 23.0 % - 25.7 % 20.0 % - 21.1 % Discount rate for royalties on milestones 15.0 % - 17.6 % 12.3 % - 13.4 % Probability of success rate 10.1 % - 21.0 % 10.1 % - 21.0 % |
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): Contingent Balance as of December 31, 2022 $ 953 Initial fair value of instrument — Change in fair value ( 35 ) Extinguishment of liability — Balance as of March 31, 2023 $ 918 Contingent Balance as of December 31, 2021 $ 2,483 Initial fair value of instrument — Change in fair value — Extinguishment of liability ( 50 ) Balance as of March 31, 2022 $ 2,433 |
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 unobservable inputs that are included in the valuation of the Initial Warrants as of March 31, 2023 and as of December 31, 2022: March 31, 2023 December 31, 2022 Value of Underlying $ 0.17 $ 0.19 Expected Volatility 100 % 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 unobservable inputs that are included in the valuation of the Additional Units Warrant as of March 31, 2023 and as of December 31, 2022: March 31, 2023 December 31, 2022 Value of Underlying $ 0.17 $ 0.19 Expected Volatility 105 % 100 % |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of prepaid expenses and other current assets | Prepaid expenses consist of the following (in thousands): March 31, December 31, Prepaid insurance $ 980 $ 2,034 Prepaid research and development related expenses 4,642 4,626 Tax receivables 1,595 5,631 Other 1,982 1,745 Total $ 9,199 $ 14,036 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Liabilities, Current [Abstract] | |
Summary of accrued liabilities | Accrued liabilities consist of the following (in thousands): March 31, December 31, Accrued accounting, legal, and other professional fees $ 2,993 $ 3,566 Accrued external research and development expenses 5,323 5,550 Accrued restructuring costs 708 — Accrued payroll 2,118 5,260 Taxes payable 1,882 2,224 Other liabilities 795 706 Total $ 13,819 $ 17,306 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of operating leases assets and liabilities lessee | ROU assets and lease liabilities related to the Company's operating leases are as follows (in thousands): Balance Sheet Classification March 31, 2023 December 31, 2022 Right-of-use assets Operating lease right-of-use asset, net $ 1,489 $ 226 Current lease liabilities Current portion of lease liability 317 180 Non-current lease liabilities Non-current portion of lease liability 1,185 44 |
Components of expenses related to leases is recorded on a straight-line basis over the lease term | The following table summarizes lease costs by component for the three months ended March 31, 2023 and 2022 (in thousands): Lease Cost Components Statement of Operations Classification Three months ended Three months ended Operating lease cost Operating expenses: General and administrative $ 135 $ 47 Short-term lease cost Operating expenses: General and administrative 92 99 Total lease cost $ 227 $ 146 |
Schedule of future minimum commitments maturity operating leases | Future minimum commitments under all non-cancelable operating leases are as follows (in thousands): Year Ended 2023 (excluding three months ended March 31, 2023) $ 359 2024 412 2025 367 2026 367 2027 367 2028 122 Total lease payments 1,994 Less: Imputed interest ( 492 ) Present value of lease liabilities $ 1,502 |
Schedule of supplemental cash flow information related to operating leases | Supplemental cash flow information related to the Company's operating leases for the three months ended March 31, 2023 and 2022 are as follows (in thousands): Three months ended March 31, 2023 Three months ended March 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 76 $ 46 Right-of-use assets obtained in exchange for new operating lease liabilities 1,356 245 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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): March 31, December 31, Convertible notes issued in October 2020 $ 422 $ 415 Total $ 422 $ 415 |
Schedule of Outstanding debt obligations | Outstanding debt obligations are as follows (in thousands): March 31, 2023 December 31, 2022 Principal amount $ 15,000 $ 15,000 End of the term charge 1,042 1,042 Less: unamortized issuance discount ( 258 ) ( 274 ) Less: unamortized issuance costs ( 106 ) ( 113 ) Less: unamortized end of term charge ( 895 ) ( 952 ) Net carrying amount 14,783 14,702 Less: current maturities — — Long-term debt, net of current maturities and unamortized debt discount and issuance costs $ 14,783 $ 14,702 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 from December 31, 2022 to March 31, 2023: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 34,880,604 $ 5.98 5.71 $ 10,647 Granted 8,875,628 (1) 1.23 — — Exercised ( 74,562 ) 2.44 — — Cancelled or forfeited ( 1,441,359 ) 8.03 — — Outstanding as of March 31, 2023 42,240,311 (2) $ 4.92 6.33 $ 11,503 Options exercisable as of March 31, 2023 19,093,367 $ 5.24 3.94 $ 6,105 (1) Includes (a) 8,875,628 stock options that will vest over a four-year service period. (2) The 23,146,943 outstanding unvested stock options includes (a) 21,051,961 that will continue to vest over a one to four-year service period, (b) 1,416,321 that will continue to vest over a three to four-year service period and upon the satisfaction of specified performance-based vesting conditions, (c) 100,000 stock options that will continue to 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, (d) 194,661 stock options that will continue to vest over a three-year service period and upon the satisfaction of specified performance-based vesting conditions, which were achieved during the year ended December 31, 2022, and (e) 384,000 stock options that will vest on the one-year anniversary of the date of grant. |
Summary of Employee Stock Ownership Plan (ESOP) Disclosures | The following is a summary of stock option acti vity from December 31, 2022 to March 31, 2023: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 6,921,829 6.64 13.01 $ — Granted — — — — Exercised — — — — Cancelled or forfeited — — — — Outstanding as of March 31, 2023 6,921,829 $ 6.64 12.92 $ — Options exercisable as of March 31, 2023 6,207,853 $ 6.64 12.92 |
Shedule of Restricted Stock Unit Activity | The following is a summary of restricted stock unit activity from December 31, 2022 to March 31, 2023: Restricted Stock Units Weighted Average Grant Date Fair Value Unvested at January 1, 2023 — $ — Granted 3,251,815 1.18 Vested — — Forfeited 6,900 1.18 Unvested at March 31, 2023 3,244,915 $ 1.18 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following table summarizes the total stock-based compensation expense by function for the three months ended March 31, 2023, which includes expense related to stock options and restricted stock unit awards (in thousands): Three Months Ended March 31, 2023 Atai 2020 and 2021 Incentive Plans Atai 2020 Other Subsidiary Total Research and development $ 3,360 $ — $ 106 $ 3,466 General and administrative 4,310 874 12 5,196 Total share based compensation expense $ 7,670 $ 874 $ 118 $ 8,662 The following table summarizes the total stock-based compensation expense by function for the three months ended March 31, 2022, which includes expense related to stock options and restricted stock unit awards (in thousands): Three Months Ended March 31, 2022 Atai 2020 and 2021 Incentive Plans Atai 2020 Other Subsidiary Total Research and development $ 3,627 $ — $ 146 $ 3,773 General and administrative 5,007 1,350 78 6,435 Total share based compensation expense $ 8,634 $ 1,350 $ 224 $ 10,208 |
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 value of each stock option using the Black-Scholes option-pricing model on the date of grant. During the three months ended March 31, 2023 and 2022, the assumptions used in the Black-Scholes option pricing model were as follows: March 31, 2023 2022 Weighted average expected term in years 6.08 5.98 Weighted average expected stock price volatility 86.5 % 70.8 % Risk-free interest rate 3.76 % - 3.92 % 1.46 % - 1.88 % Expected dividend yield 0 % 0 % |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 2022 Numerator: Net loss $ ( 34,354 ) $ ( 37,558 ) Net loss attributable to noncontrolling interests ( 1,219 ) ( 689 ) Net loss attributable to ATAI Life Sciences $ ( 33,135 ) $ ( 36,869 ) Denominator: Weighted average common shares outstanding 155,792,490 153,529,268 Net loss per share attributable to ATAI Life $ ( 0.21 ) $ ( 0.24 ) |
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 March 31, 2023 2022 Options to purchase common stock 42,240,311 32,600,468 HSOP options to purchase common stock 6,921,829 7,046,496 2018 Convertible Promissory Notes - Related Parties (Note 11) 6,201,824 10,521,824 Unvested restricted stock units 3,244,915 — 58,608,879 50,168,788 |
Corporate Restructuring (Tables
Corporate Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule Of Reconciliation Of The Restructuring Charges And Related Payments | A reconciliation of the restructuring charges and related payments for the three months ended March 31, 2023 is as follows: Three Months Ended Restructuring liability as of December 31, 2022 $ — Restructuring costs expensed during the period 3,166 Non-cash impact of stock-based compensation ( 195 ) Cash payments of restructuring liabilities, net ( 2,263 ) Restructuring liability as of March 31, 2023 $ 708 |
Organization and Description _2
Organization and Description of Business - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 22, 2021 USD ($) | Jun. 07, 2021 € / shares | Mar. 31, 2023 USD ($) $ / shares | Jun. 30, 2021 USD ($) $ / shares shares | Mar. 31, 2023 € / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2022 € / 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 value | (per share) | € 0.10 | $ 0.12 | € 0.10 | $ 0.12 | € 0.10 | ||
Short-term debt securities | $ 64,000 | ||||||
Cash and cash equivalents | 185,885 | $ 190,613 | |||||
Accumulated deficit | $ (543,849) | $ (510,188) | |||||
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 | 18,100 | |||||
Other offering costs | $ 9,000 | ||||||
Over-Allotment Option [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Issuance of shares upon exercise of stock options, shares | shares | 2,250,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | ||||
May 31, 2022 | Mar. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Accounting Policies [Line Items] | |||||
Operating lease right-of-use asset, net | $ 1,489 | $ 226 | $ 200 | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | ||||
Current portion of lease liability | 317 | 180 | $ 100 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | ||||
Non-current portion of lease liability | 1,185 | 44 | $ 100 | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | ||||
Carrying Value Of Investment | 0 | 0 | |||
Cumulative Effect, Period of Adoption, Adjustment [Member] | |||||
Accounting Policies [Line Items] | |||||
Accumulated Deficit Net Of Tax | $ 500 | ||||
Lease Agreements [Member] | |||||
Accounting Policies [Line Items] | |||||
Operating Lease Payment | $ 1,800 | ||||
Operating Lease Expense | $ 100 | ||||
2018 Convertible Notes [Member] | |||||
Accounting Policies [Line Items] | |||||
Carrying amount of convertible promissory note | 400 | 400 | |||
Fair value amount of convertible promissory note | $ 7,200 | $ 13,100 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of fair value of our available-for-sale debt securities portfolio (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Line Items] | ||
Fair value of available-for-sale debt securities | $ 146,795 | $ 154,830 |
Money Market Funds [Member] | ||
Accounting Policies [Line Items] | ||
Fair value of available-for-sale debt securities | 82,797 | 72,334 |
Commercial Paper [Member] | ||
Accounting Policies [Line Items] | ||
Fair value of available-for-sale debt securities | 0 | 5,958 |
U.S. Government Agencies [Member] | ||
Accounting Policies [Line Items] | ||
Fair value of available-for-sale debt securities | 59,121 | 58,819 |
Corporate Notes/Bonds [Member] | ||
Accounting Policies [Line Items] | ||
Fair value of available-for-sale debt securities | $ 4,877 | $ 17,719 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Nov. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | May 31, 2021 | Mar. 31, 2021 | Oct. 31, 2020 | Dec. 31, 2019 | |
Business Combinations [Line Items] | ||||||||
Long-term notes receivable—related parties | $ 1,155 | $ 7,262 | ||||||
Non-operating income expense | $ 58 | $ 1,521 | ||||||
Neuronasal, Inc. [Member] | ||||||||
Business Combinations [Line Items] | ||||||||
Ownership % | 56.50% | |||||||
Non-operating income expense | 1,500 | |||||||
Impairment of loan receivable | $ 900 | |||||||
Neuronasal, Inc. [Member] | Common Stock [Member] | ||||||||
Business Combinations [Line Items] | ||||||||
Business acquisition, shares, cash contribution | $ 500 | $ 300 | ||||||
Neuronasal, Inc. [Member] | Preferred Stock [Member] | ||||||||
Business Combinations [Line Items] | ||||||||
Business acquisition, shares, cash contribution | $ 1,000 | $ 800 | $ 500 |
Variable Interest Entities an_3
Variable Interest Entities and a Voting Interest Entity - Additional information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Variable Interest Entity [Line Items] | |||
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 5.8 | $ 6.8 | |
Variable Interest Entity, Nonconsolidated, Comparison of Carrying Amount of Assets and Liabilities to Maximum Loss Exposure | 8.9 | $ 7.2 | |
Purchase of common stock | $ 1 | $ 2.2 | |
GABA Options [Member] | |||
Variable Interest Entity [Line Items] | |||
Equity method investment, ownership percentage | 80% | 80% |
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) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Perception Neuroscience Holdings, Inc. [Member] | ||
Variable Interest Entity [Line Items] | ||
Relationship | Controlled VIE | Controlled VIE |
Date Control Obtained | November 2018 | |
Ownership % | 59.20% | 58.90% |
Kures, Inc. [Member] | ||
Variable Interest Entity [Line Items] | ||
Relationship | Controlled VIE | Controlled VIE |
Date Control Obtained | August 2019 | |
Ownership % | 64.50% | 64.50% |
EntheogeniX Biosciences, Inc. [Member] | ||
Variable Interest Entity [Line Items] | ||
Relationship | Controlled VIE | Controlled VIE |
Date Control Obtained | November 2019 | |
Ownership % | 80% | 80% |
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 | Controlled VIE |
Date Control Obtained | February 2021 | |
Ownership % | 75% | 75% |
Psyber, Inc. [Member] | ||
Variable Interest Entity [Line Items] | ||
Relationship | Controlled VIE | Controlled VIE |
Date Control Obtained | February 2021 | |
Ownership % | 75% | 75% |
InnarisBio, Inc. [Member] | ||
Variable Interest Entity [Line Items] | ||
Relationship | Controlled VIE | Controlled VIE |
Date Control Obtained | March 2021 | |
Ownership % | 82% | 82% |
TryptageniX Inc. [Member] | ||
Variable Interest Entity [Line Items] | ||
Relationship | Controlled VIE | Controlled VIE |
Date Control Obtained | December 2021 | |
Ownership % | 65% | 65% |
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 | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Prepaid expenses and other current assets | $ 9,199 | $ 14,036 |
Total current assets | 267,933 | 287,145 |
Property and equipment, net | 1,114 | 928 |
Other assets | 3,180 | 3,125 |
Total assets | 280,717 | 305,441 |
Current liabilities: | ||
Accounts payable | 4,915 | 2,399 |
Accrued liabilities | 13,819 | 17,306 |
Short-term notes payable | 64,000 | |
Other current liabilities | 902 | 12 |
Total current liabilities | 19,953 | 19,897 |
Contingent consideration liability | 918 | 953 |
Other non-current liabilities | 2,816 | 3,664 |
Total liabilities | 40,077 | 39,675 |
Perception [Member] | ||
Current assets: | ||
Cash | 5,013 | 8,703 |
Accounts Receivable | 227 | 197 |
Prepaid expenses and other current assets | 1,035 | 466 |
Total current assets | 6,275 | 9,366 |
Long term notes receivable | 0 | 0 |
Other assets | 0 | 0 |
Total assets | 6,275 | 9,366 |
Current liabilities: | ||
Accounts payable | 804 | 661 |
Accrued liabilities | 1,771 | 1,738 |
Other current liabilities | 49 | 121 |
Total current liabilities | 2,624 | 2,520 |
Total liabilities | 2,624 | 2,520 |
Kures [Member] | ||
Current assets: | ||
Cash | 128 | 220 |
Accounts Receivable | 0 | 0 |
Prepaid expenses and other current assets | 348 | 174 |
Total current assets | 476 | 394 |
Long term notes receivable | 0 | 0 |
Other assets | 0 | 0 |
Total assets | 476 | 394 |
Current liabilities: | ||
Accounts payable | 118 | 25 |
Accrued liabilities | 356 | 266 |
Other current liabilities | 0 | 2 |
Total current liabilities | 474 | 293 |
Total liabilities | 474 | 293 |
EntheogeniX [Member] | ||
Current assets: | ||
Cash | 1,143 | 467 |
Accounts Receivable | 0 | 0 |
Prepaid expenses and other current assets | 87 | 91 |
Total current assets | 1,230 | 558 |
Long term notes receivable | 0 | 0 |
Other assets | 0 | 0 |
Total assets | 1,230 | 558 |
Current liabilities: | ||
Accounts payable | 199 | 124 |
Accrued liabilities | 204 | 121 |
Other current liabilities | 0 | 0 |
Total current liabilities | 403 | 245 |
Total liabilities | 403 | 245 |
DemeRx IB [Member] | ||
Current assets: | ||
Cash | 11,145 | 12,251 |
Accounts Receivable | 0 | 0 |
Prepaid expenses and other current assets | 105 | 21 |
Total current assets | 11,250 | 12,272 |
Long term notes receivable | 1,062 | 1,075 |
Other assets | 0 | 0 |
Total assets | 12,312 | 13,347 |
Current liabilities: | ||
Accounts payable | 353 | 332 |
Accrued liabilities | 341 | 671 |
Other current liabilities | 1 | 133 |
Total current liabilities | 695 | 1,136 |
Total liabilities | 695 | 1,136 |
Recognify [Member] | ||
Current assets: | ||
Cash | 6,032 | 7,526 |
Accounts Receivable | 0 | 0 |
Prepaid expenses and other current assets | 1,456 | 1,742 |
Total current assets | 7,488 | 9,268 |
Long term notes receivable | 0 | 0 |
Other assets | 0 | 0 |
Total assets | 7,488 | 9,268 |
Current liabilities: | ||
Accounts payable | 218 | 381 |
Accrued liabilities | 671 | 596 |
Other current liabilities | 2 | 2 |
Total current liabilities | 891 | 979 |
Total liabilities | 891 | 979 |
PsyProtix [Member] | ||
Current assets: | ||
Cash | 0 | 1 |
Accounts Receivable | 0 | 0 |
Prepaid expenses and other current assets | 66 | 66 |
Total current assets | 66 | 67 |
Long term notes receivable | 93 | 109 |
Other assets | 0 | 0 |
Total assets | 159 | 176 |
Current liabilities: | ||
Accounts payable | 49 | 33 |
Accrued liabilities | 32 | 46 |
Other current liabilities | 0 | 1 |
Total current liabilities | 81 | 80 |
Total liabilities | 81 | 80 |
Psyber [Member] | ||
Current assets: | ||
Cash | 832 | 683 |
Accounts Receivable | 0 | 0 |
Prepaid expenses and other current assets | 0 | 0 |
Total current assets | 832 | 683 |
Long term notes receivable | 0 | 0 |
Other assets | 533 | 353 |
Total assets | 1,365 | 1,036 |
Current liabilities: | ||
Accounts payable | 39 | 10 |
Accrued liabilities | 46 | 37 |
Other current liabilities | 0 | 1 |
Total current liabilities | 85 | 48 |
Total liabilities | 85 | 48 |
InnarisBio [Member] | ||
Current assets: | ||
Cash | 640 | 719 |
Accounts Receivable | 0 | 0 |
Prepaid expenses and other current assets | 552 | 13 |
Total current assets | 1,192 | 732 |
Long term notes receivable | 0 | 0 |
Other assets | 0 | 0 |
Total assets | 1,192 | 732 |
Current liabilities: | ||
Accounts payable | 12 | 3 |
Accrued liabilities | 585 | 158 |
Other current liabilities | 0 | 1 |
Total current liabilities | 597 | 162 |
Total liabilities | 597 | 162 |
TryptageniX Inc. [Member] | ||
Current assets: | ||
Cash | 205 | 513 |
Accounts Receivable | 0 | 0 |
Prepaid expenses and other current assets | 2,700 | 2,850 |
Total current assets | 2,905 | 3,363 |
Long term notes receivable | 0 | 0 |
Other assets | 0 | 0 |
Total assets | 2,905 | 3,363 |
Current liabilities: | ||
Accounts payable | 1 | 0 |
Accrued liabilities | 127 | 154 |
Other current liabilities | 0 | 0 |
Total current liabilities | 128 | 154 |
Total liabilities | $ 128 | $ 154 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Noncontrolling Interest [Line Items] | ||
Opening balance | $ 5,026 | $ 9,051 |
Net loss attributable to noncontrolling interests - common | 0 | |
Net loss attributable to noncontrolling interests - preferred | (1,219) | (689) |
Comprehensive loss attributable to noncontrolling interests | (8) | (11) |
Closing balance | 3,815 | 8,351 |
Perception [Member] | ||
Noncontrolling Interest [Line Items] | ||
Opening balance | 1,731 | 5,232 |
Net loss attributable to noncontrolling interests - common | 0 | |
Net loss attributable to noncontrolling interests - preferred | (700) | (571) |
Comprehensive loss attributable to noncontrolling interests | 6 | (11) |
Closing balance | 1,037 | 4,650 |
Kures [Member] | ||
Noncontrolling Interest [Line Items] | ||
Opening balance | 451 | 0 |
Net loss attributable to noncontrolling interests - common | 0 | |
Net loss attributable to noncontrolling interests - preferred | (93) | 0 |
Comprehensive loss attributable to noncontrolling interests | 2 | 0 |
Closing balance | 360 | 0 |
Recognify [Member] | ||
Noncontrolling Interest [Line Items] | ||
Opening balance | 2,844 | 3,819 |
Net loss attributable to noncontrolling interests - common | 0 | |
Net loss attributable to noncontrolling interests - preferred | (426) | (118) |
Comprehensive loss attributable to noncontrolling interests | 0 | 0 |
Closing balance | $ 2,418 | $ 3,701 |
Variable Interest Entities an_7
Variable Interest Entities and a Voting Interest Entity - Schedule of Roll Forward of the Redeemable Noncontrolling Interests Balance (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Redeemable Noncontrolling Interest [Line Items] | |
Net loss attributable to noncontrolling interests - common | $ 0 |
Kures [Member] | |
Redeemable Noncontrolling Interest [Line Items] | |
Net loss attributable to noncontrolling interests - common | $ 0 |
Equity Method Investments and_3
Equity Method Investments and Other Investments - Summary of Equity Method Investments (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 07, 2021 | Dec. 31, 2020 | ||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investments | $ 0 | ||||
COMPASS Pathways Plc Two [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investment, Description of Principal Activities | December 2018 | ||||
Equity Method Investments | $ 0 | $ 0 | |||
Equity method investment, ownership percentage | 22.40% | 22.40% | 22.80% | ||
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% | 35% | 35% | ||
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 | $ 0 | ||
Equity method investment, ownership percentage | [1] | 7.50% | 7.50% | ||
[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. The Company’s total ownership interest, considering both preferred and common stock is 54.7%. |
Equity Method Investments and_4
Equity Method Investments and Other Investments - Summary of Equity Method Investments and Other Investments (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Investment [Line Items] | ||
Other Long-term Investments | $ 5,846 | $ 6,755 |
DemeRx NB Inc [Member] | ||
Investment [Line Items] | ||
Other Long-term Investments | 1,024 | 1,024 |
Juvenescence Limited [Member] | ||
Investment [Line Items] | ||
Other Long-term Investments | 344 | 344 |
GABA Therapeutics Inc [Member] | ||
Investment [Line Items] | ||
Other Long-term Investments | $ 4,478 | $ 5,387 |
Equity Method Investments and_5
Equity Method Investments and Other Investments - Summary of financial data for investments (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Shedule Of Equity Method Investment Summarized Balance Sheet [Line Items] | ||
Current assets | $ 267,933 | $ 287,145 |
Total assets | 280,717 | 305,441 |
Current liabilities | 19,953 | 19,897 |
Total liabilities | 40,077 | 39,675 |
GABA Therapeutics Inc [Member] | ||
Shedule Of Equity Method Investment Summarized Balance Sheet [Line Items] | ||
Current assets | 3,119 | 3,933 |
Non-current assets | 0 | 0 |
Total assets | 3,119 | 3,933 |
Current liabilities | 1,296 | 1,542 |
Non-current liabilities | 0 | 0 |
Total liabilities | 1,296 | 1,542 |
COMPASS Pathways Plc Two [Member] | ||
Shedule Of Equity Method Investment Summarized Balance Sheet [Line Items] | ||
Current assets | 167,826 | 191,651 |
Non-current assets | 5,484 | 5,643 |
Total assets | 173,310 | 197,294 |
Current liabilities | 11,254 | 15,596 |
Non-current liabilities | 412 | 418 |
Total liabilities | $ 11,666 | $ 16,014 |
Equity Method Investments and_6
Equity Method Investments and Other Investments - Summary of Statements of operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Shedule Of Equity Method Investment Summarized Statement Of Operations [Line Items] | ||
Revenue | $ 37 | $ 0 |
Net loss | (34,354) | (37,558) |
COMPASS Pathways Plc Two [Member] | ||
Shedule Of Equity Method Investment Summarized Statement Of Operations [Line Items] | ||
Revenue | 0 | 0 |
Loss from continuing operations | (31,788) | (25,420) |
Net loss | (24,208) | (21,171) |
GABA Therapeutics Inc [Member] | ||
Shedule Of Equity Method Investment Summarized Statement Of Operations [Line Items] | ||
Revenue | 0 | 0 |
Loss from continuing operations | (1,033) | (1,606) |
Net loss | $ (1,033) | $ (1,606) |
Equity Method Investments and_7
Equity Method Investments and Other Investments - Additional information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 30, 2022 | May 31, 2021 | May 15, 2021 | May 14, 2021 | Apr. 13, 2021 | Nov. 30, 2020 | Dec. 07, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | Aug. 31, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2019 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Feb. 16, 2021 | Dec. 31, 2020 | ||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||
Equity method investment, Investee shares sold | $ 9,600 | |||||||||||||||||||
Equity method investment, Shares transaction date | Dec. 31, 2026 | |||||||||||||||||||
Secured debt | $ 2,300 | $ 2,400 | ||||||||||||||||||
Equity Method Investments | $ 0 | |||||||||||||||||||
Losses from investments in equity method investees, net of tax | (1,033) | $ (5,596) | ||||||||||||||||||
Fair value option gain loss | 0 | |||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||
Shares, Outstanding | 44,000,000 | |||||||||||||||||||
Investment measured at fair value as per fair value option | $ 1,200 | |||||||||||||||||||
IntelGenx SPA [Member] | ||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||
Business acquisition, Share price | $ 0.35 | |||||||||||||||||||
Fair value option gain loss | 100 | $ 600 | ||||||||||||||||||
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% | |||||||||||||||||||
Compass Pathways Plc [Member] | ||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||
Equity method investment, Quoted market value | $ 94,900 | |||||||||||||||||||
GABA Inc [Member] | ||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||
Percentage of voting interest acquired | 50% | |||||||||||||||||||
IntelGenx Corp [Member] | ||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||
Percentage of voting interest acquired | 25% | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||
Shares, Outstanding | 166,010,476 | 160,719,828 | 165,935,914 | 160,677,001 | ||||||||||||||||
Common Stock [Member] | IntelGenx SPA [Member] | ||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||
Investment measured at fair value as per fair value option | $ 2,500 | $ 3,000 | ||||||||||||||||||
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 | |||||||||||||||||||
Unit [Member] | IntelGenx Corp [Member] | ||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||
Business acquisition, Share price | $ 0.331 | |||||||||||||||||||
IntelGenx [Member] | Warrant [Member] | ||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||
Investment measured at fair value as per fair value option | $ 1,200 | |||||||||||||||||||
IntelGenx [Member] | Unit [Member] | IntelGenx Corp [Member] | ||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||
Business acquisition, Share price | $ 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] | ||||||||||||||||||||
Payments to acquire investments | $ 12,300 | |||||||||||||||||||
Number of months determining unit price | 12 months | |||||||||||||||||||
Percentage Of Premium To Market Price | 20% | |||||||||||||||||||
Percentage of the volume weighted average price of the common share | 20% | |||||||||||||||||||
Securities Purchase Agreement [Member] | IntelGenx Corp [Member] | ||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||
Business acquisition, Share price | $ 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 | 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 | 74,600,000 | |||||||||||||||||||
Innoplexus AG [Member] | ||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 35% | 35% | 35% | |||||||||||||||||
Equity Method Investments | $ 0 | $ 0 | ||||||||||||||||||
Innoplexus AG [Member] | Innoplexus SPA [Member] | ||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||
Equity method investment, Investee shares sold | $ 2,400 | |||||||||||||||||||
Equity method investment, Proceeds | $ 22,300 | |||||||||||||||||||
COMPASS Pathways Plc Two [Member] | ||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 22.80% | 22.40% | 22.40% | |||||||||||||||||
Equity Method Investments | $ 0 | $ 0 | ||||||||||||||||||
Losses from investments in equity method investees, net of tax | $ 0 | $ 4,800 | ||||||||||||||||||
Number of share purchased during period | 1,490,111 | |||||||||||||||||||
Aggregate purchase price of additional shares purchased | $ 47,400 | |||||||||||||||||||
GABA Therapeutics Inc [Member] | ||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||
Equity Method Investment, Ownership Percentage | [1] | 7.50% | 7.50% | |||||||||||||||||
Equity Method Investments | $ 0 | $ 0 | $ 0 | |||||||||||||||||
Losses from investments in equity method investees, net of tax | 1,000 | $ 800 | ||||||||||||||||||
GABA Therapeutics Inc [Member] | Additional Shares [Member] | ||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||
Payments to acquire investments | $ 2,000 | |||||||||||||||||||
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% | |||||||||||||||||||
Payments to acquire investments | $ 600 | $ 5,500 | ||||||||||||||||||
GABA Therapeutics Inc [Member] | Amended GABA PSPA | Common Stock [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||
Equity Method Investments | 900 | |||||||||||||||||||
Payments to acquire investments | $ 600 | $ 5,000 | $ 5,000 | $ 10,000 | ||||||||||||||||
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 | |||||||||||||||||||
GABA Therapeutics Inc [Member] | Omnibus Amendment Agreement [Member] | ||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||
Payments to acquire investments | $ 1,800 | |||||||||||||||||||
GABA Options [Member] | ||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 80% | 80% | ||||||||||||||||||
DemeRx NB Options [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | ||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 20% | |||||||||||||||||||
Payments to acquire investments | $ 1,000 | |||||||||||||||||||
Option to purchase additional shares value | $ 19,000 | |||||||||||||||||||
[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. The Company’s total ownership interest, considering both preferred and common stock is 54.7%. |
Notes Receivable - Additional I
Notes Receivable - Additional Information (Detail) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jan. 01, 2023 USD ($) | Sep. 14, 2021 USD ($) | May 14, 2021 USD ($) | May 11, 2021 USD ($) | Jan. 03, 2020 USD ($) $ / shares | Mar. 31, 2023 USD ($) | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 31, 2023 € / shares | Mar. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 € / shares | Dec. 31, 2022 USD ($) $ / shares | Jun. 07, 2021 € / shares | Mar. 08, 2021 USD ($) | |
Notes Receivable [Line Items] | ||||||||||||||
Proceeds from issuance of equity | $ 3 | |||||||||||||
Loans and lease receivable, Outstanding | $ 9.2 | $ 5.5 | ||||||||||||
Interest income | $ 0.2 | |||||||||||||
Issuance of common stock shares par value | (per share) | € 0.10 | $ 0.12 | € 0.10 | $ 0.12 | € 0.10 | |||||||||
Amended and Restated Loan Agreement [Member] | ||||||||||||||
Notes Receivable [Line Items] | ||||||||||||||
Loan agreement | $ 6 | |||||||||||||
Term Loan Receivable [Member] | ||||||||||||||
Notes Receivable [Line Items] | ||||||||||||||
Allowance for credit losses | $ 0.4 | |||||||||||||
Loans Receivable [Member] | ||||||||||||||
Notes Receivable [Line Items] | ||||||||||||||
Receivables, Maturity description | n May 2021, the Company amended the loan agreement 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% | |||||||||||||
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. 05, 2024 | |||||||||||||
Promissory Note Agreement [Member] | DemeRx [Member] | ||||||||||||||
Notes Receivable [Line Items] | ||||||||||||||
Debt Instrument, face amount inclusive other payments | $ 1 | |||||||||||||
DemeRx Note [Member] | ||||||||||||||
Notes Receivable [Line Items] | ||||||||||||||
Receivables, Maturity terms | 5 years | |||||||||||||
Loans and lease receivable, Outstanding | $ 1.1 | $ 1.1 | ||||||||||||
Allowance for credit losses | $ 0.1 | |||||||||||||
DemeRx Note [Member] | DemeRx IB, Inc. [Member] | ||||||||||||||
Notes Receivable [Line Items] | ||||||||||||||
Issuance of common stock shares par value | $ / shares | $ 0.0001 | |||||||||||||
DemeRx Note [Member] | DemeRx [Member] | ||||||||||||||
Notes Receivable [Line Items] | ||||||||||||||
Debt Instrument, face amount inclusive other payments | $ 1 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Fair Value Measurement on Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Cash equivalents: | ||
Cash & Money market funds | $ 82,797 | $ 72,334 |
Other investment at fair value | 0 | 0 |
Assets fair value | 146,795 | 154,830 |
Liabilities: | ||
Contingent consideration liability—related parties | 918 | 953 |
Liability fair value | 918 | 953 |
Commercial Paper [Member] | ||
Cash equivalents: | ||
Fair value of debt securities | 0 | 5,958 |
Corporate Notes/Bonds [Member] | ||
Cash equivalents: | ||
Fair value of debt securities | 4,877 | 17,719 |
U.S. Government Agencies [Member] | ||
Cash equivalents: | ||
Fair value of debt securities | 59,121 | 58,819 |
Fair Value, Inputs, Level 1 [Member] | ||
Cash equivalents: | ||
Cash & Money market funds | 82,797 | 72,334 |
Other investment at fair value | 0 | 0 |
Assets fair value | 82,797 | 72,334 |
Liabilities: | ||
Contingent consideration liability—related parties | 0 | 0 |
Liability fair value | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Commercial Paper [Member] | ||
Cash equivalents: | ||
Fair value of debt securities | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Corporate Notes/Bonds [Member] | ||
Cash equivalents: | ||
Fair value of debt securities | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | U.S. Government Agencies [Member] | ||
Cash equivalents: | ||
Fair value of debt securities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Cash equivalents: | ||
Cash & Money market funds | 0 | 0 |
Other investment at fair value | 0 | 0 |
Assets fair value | 63,998 | 82,496 |
Liabilities: | ||
Contingent consideration liability—related parties | 0 | 0 |
Liability fair value | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Commercial Paper [Member] | ||
Cash equivalents: | ||
Fair value of debt securities | 0 | 5,958 |
Fair Value, Inputs, Level 2 [Member] | Corporate Notes/Bonds [Member] | ||
Cash equivalents: | ||
Fair value of debt securities | 4,877 | 17,719 |
Fair Value, Inputs, Level 2 [Member] | U.S. Government Agencies [Member] | ||
Cash equivalents: | ||
Fair value of debt securities | 59,121 | 58,819 |
Fair Value, Inputs, Level 3 [Member] | ||
Cash equivalents: | ||
Cash & Money market funds | 0 | 0 |
Other investment at fair value | 0 | 0 |
Assets fair value | 0 | 0 |
Liabilities: | ||
Contingent consideration liability—related parties | 918 | 953 |
Liability fair value | 918 | 953 |
Fair Value, Inputs, Level 3 [Member] | Commercial Paper [Member] | ||
Cash equivalents: | ||
Fair value of debt securities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Corporate Notes/Bonds [Member] | ||
Cash equivalents: | ||
Fair value of debt securities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | U.S. Government Agencies [Member] | ||
Cash equivalents: | ||
Fair value of debt securities | $ 0 | $ 0 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) | Mar. 31, 2023 | Dec. 31, 2022 |
Measurement Input, Price Volatility [Member] | Fair Value, Inputs, Level 3 [Member] | Additional Warrants [Member] | IntelGenx [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability, Measurement Input | 1.05 | 1 |
Measurement Input, Price Volatility [Member] | Neuronasal Inc [Member] | Fair Value, Inputs, Level 3 [Member] | Initial Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability, Measurement Input | 1 | 1 |
Measurement Input, Share Price [Member] | Fair Value, Inputs, 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 | 0.17 | 0.19 |
Value Of Underlying [Member] | Neuronasal Inc [Member] | Fair Value, Inputs, Level 3 [Member] | Initial Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability, Measurement Input | 0.17 | 0.19 |
Contingent Consideration Liability 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 | 0.172 | 0.131 |
Contingent Consideration Liability 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 | 0.100 | 0.100 |
Contingent Consideration Liability 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 | 0.210 | 0.210 |
Contingent Consideration Liability Related Parties [Member] | Measurement Input Discount Rate for Royalties [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 | 0.230 | 0.200 |
Contingent Consideration Liability Related Parties [Member] | Measurement Input Discount Rate for Royalties [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 | 0.257 | 0.211 |
Contingent Consideration Liability Related Parties [Member] | Measurement Input Discount Rate for Royalties on Milestones [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 | 0.150 | 0.123 |
Contingent Consideration Liability Related Parties [Member] | Measurement Input Discount Rate for Royalties on Milestones [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 | 0.176 | 0.134 |
Contingent Consideration Liability 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 | 0.101 | 0.101 |
Contingent Consideration Liability 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 | 0.210 | 0.210 |
Fair Value Measurement - Summ_3
Fair Value Measurement - Summary of Fair Value Measurement on Recurring Basis, Unobservable Input Reconciliation (Detail) - Contingent Consideration Liability Related Parties [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | $ 953 | $ 2,483 |
Initial fair value of instrument | 0 | 0 |
Change in fair value | (35) | 0 |
Extinguishment of liability | 0 | (50) |
Ending Balance | $ 918 | $ 2,433 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 14, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of the contingent milestone and royalty liabilities | $ 0.1 | $ 0.1 | ||
Fair value of common stock by applying discount for lack of marketability | 5% | 5% | ||
TryptageniX Inc. [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of the contingent milestone and royalty liabilities | $ 0.2 | $ 0.2 | ||
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 | |||
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 | $ 1.2 | |||
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 | 1.2 | |||
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 | $ 8.2 | |||
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 | $ 0.6 | $ 0.6 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid insurance | $ 980 | $ 2,034 |
Prepaid Research And Development Related Expenses | 4,642 | 4,626 |
Tax receivables | 1,595 | 5,631 |
Other | 1,982 | 1,745 |
Total | $ 9,199 | $ 14,036 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities, Current [Abstract] | ||
Accrued accounting, legal, and other professional fees | $ 2,993 | $ 3,566 |
Accrued external research and development expenses | 5,323 | 5,550 |
Accrued restructuring costs | 708 | 0 |
Accrued payroll | 2,118 | 5,260 |
Taxes payable | 1,882 | 2,224 |
Other liabilities | 795 | 706 |
Total | $ 13,819 | $ 17,306 |
Leases (Additional Information)
Leases (Additional Information) (Details) | Mar. 31, 2023 |
Leases [Abstract] | |
Operating Lease, Weighted Average Discount Rate, Percent | 12.40% |
Operating Lease, Weighted Average Remaining Lease Term | 4 years 8 months 12 days |
Leases - Schedule of operating
Leases - Schedule of operating leases assets and liabilities lessee (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Leases [Abstract] | |||
Operating lease right-of-use asset, net | $ 1,489 | $ 226 | $ 200 |
Current portion of lease liability | 317 | 180 | 100 |
Non-current portion of lease liability | $ 1,185 | $ 44 | $ 100 |
Leases - Components of expenses
Leases - Components of expenses related to leases is recorded on a straight-line basis over the lease term (Details) - General and Administrative Expense [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Total lease cost | $ 227 | $ 146 |
Operating lease cost | 135 | 47 |
Short-term lease cost | $ 92 | $ 99 |
Leases - Schedule of future min
Leases - Schedule of future minimum commitments maturity operating leases (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases [Abstract] | |
2023 (excluding three months ended March 31, 2023) | $ 359 |
2024 | 412 |
2025 | 367 |
2026 | 367 |
2027 | 367 |
2028 | 122 |
Total lease payments | 1,994 |
Less: Imputed interest | (492) |
Operating Lease, Liability, Total | $ 1,502 |
Leases - Schedule of supplement
Leases - Schedule of supplemental cash flow information related to operating leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 76 | $ 46 |
Right of Use Asset Obtained in Exchange for Operating Lease Liabilities | $ 1,356 | $ 245 |
Debt - Summary of Convertible P
Debt - Summary of Convertible Promissory Notes (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total | $ 422 | $ 415 |
Convertible Notes Issued in October 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 422 | $ 415 |
Debt - Additional Information (
Debt - Additional Information (Detail) € / shares in Units, $ / shares in Units, $ in Thousands, € in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Aug. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) € / shares | Oct. 31, 2020 EUR (€) | Oct. 31, 2020 $ / shares | Nov. 30, 2018 USD ($) | Nov. 30, 2018 EUR (€) | Oct. 31, 2018 USD ($) | Oct. 31, 2018 EUR (€) | |
Debt Instrument [Line Items] | |||||||||||||
Convertible promissory notes issued | $ 15,000 | $ 15,000 | |||||||||||
Long-term debt, net of current maturities and unamortized debt discount and issuance costs | $ 14,783 | 14,702 | |||||||||||
Maturity date | Aug. 01, 2026 | ||||||||||||
Prime rate percent | 4.55% | ||||||||||||
Cash proceeds from certain permitted sources | $ 175,000 | ||||||||||||
Accrued interest payable, percent | 8.55% | ||||||||||||
Amortization of debt discount | $ 82 | $ 0 | |||||||||||
General and administrative expense | 13,970 | $ 17,982 | |||||||||||
Borrowing amount percentage | 33% | ||||||||||||
ATAI LIFE SCIENCES N.V. [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt conversion price | $ / shares | $ 17 | ||||||||||||
Face value of convertible notes | € | € 1 | ||||||||||||
2018 Convertible Note Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Convertible promissory notes issued | $ 200 | € 0.2 | |||||||||||
Debt conversion price | € / shares | € 17 | ||||||||||||
Fair value of ordinary shares | 4,600 | € 4.6 | $ 6,900 | € 5.8 | |||||||||
2018 Convertible Note Agreement [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Convertible promissory notes issued | 1,200 | 1 | $ 1,000 | € 0.8 | |||||||||
2018 Convertible Note Agreement [Member] | Apeiron [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Convertible promissory notes issued | 600 | 0.5 | |||||||||||
2018 Convertible Note Agreement [Member] | Other Shareholder [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Convertible promissory notes issued | $ 400 | € 0.3 | |||||||||||
Hercules Loan Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term debt, net of current maturities and unamortized debt discount and issuance costs | 15,400 | $ 14,900 | |||||||||||
Interest expense | $ 100 | ||||||||||||
Line of credit | $ 40,000 | ||||||||||||
Market capitalization daily basis | $ 600,000 | ||||||||||||
Loan agreement description | In addition, the financial covenant under the Loan Agreement requires that beginning on the later of (i) July 1, 2023 and (ii) the date on which the aggregate outstanding amount borrowed under the 2022 Term Loan Facility is equal to or greater than $40.0 million, the Company shall maintain Qualified Cash in an amount no less than the sum of (1) 33% of the outstanding amount under the 2022 Term Loan Facility, and (2) the amount of the Borrowers’ and Subsidiary Guarantors’ accounts payable that have not been paid within 180 days from the invoice date of the relevant account payable, subject to certain exceptions; provided, that the financial covenant shall not apply on any day that the Company's market capitalization is at least $600.0 million measured on a consecutive 10-business day period immediately prior to such date of measurement and tested on a daily basis. | ||||||||||||
Term charge percentage | 6.95% | ||||||||||||
Principal amount | $ 175,000 | ||||||||||||
Increments | 5,000 | ||||||||||||
Hercules Loan Agreement [Member] | Tranche 1 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term debt, net of current maturities and unamortized debt discount and issuance costs | 15,000 | ||||||||||||
Term loan advance | 15,000 | ||||||||||||
Hercules Loan Agreement [Member] | Tranche 1B | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Term loan advance | 20,000 | ||||||||||||
Hercules Loan Agreement [Member] | Tranche 1C | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Term loan advance | 25,000 | ||||||||||||
Hercules Loan Agreement [Member] | Tranche 2 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Term loan advance | 15,000 | ||||||||||||
Hercules Loan Agreement [Member] | Tranche 3 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Term loan advance | $ 100,000 | ||||||||||||
Prepayment occurs on or prior to the first anniversary[Member] | Hercules Loan Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Prepayment principal amount percentage | 2% | ||||||||||||
Prepayment occurs after the first anniversary and on or prior to the second anniversary [Member] | Hercules Loan Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Prepayment principal amount percentage | 1% | ||||||||||||
Prepayment occurs after the second anniversary [Member] | Hercules Loan Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Prepayment principal amount percentage | 0.50% |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding debt obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt and Lease Obligation [Abstract] | ||
Principal amount | $ 15,000 | $ 15,000 |
End of the term charge | 1,042 | 1,042 |
Less: unamortized issuance discount | (258) | (274) |
Less: unamortized issuance costs | (106) | (113) |
Less: unamortized end of term charge | (895) | (952) |
Net carrying amount | 14,783 | 14,702 |
Less: current maturities | 0 | 0 |
Long-term Debt, Total | $ 14,783 | $ 14,702 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |||
Jun. 22, 2021 | Jun. 30, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||
Common stock, shares, issued | 166,010,476 | 165,935,914 | ||
IPO [Member] | ||||
Class of Stock [Line Items] | ||||
Sale of stock issue price per share | $ 15 | |||
Stock issued during period, Shares | 17,250,000 | |||
Proceeds from issuance of IPO | $ 231.6 | |||
Underwriting discount | $ 18.1 | $ 18.1 | ||
Class A Common Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during period, Shares | 2,250,000 | |||
Class A Common Shares [Member] | IPO [Member] | ||||
Class of Stock [Line Items] | ||||
Sale of stock issue price per share | $ 15 | |||
Stock issued during period, Shares | 17,250,000 | |||
Proceeds from issuance of IPO | $ 231.6 | |||
Offering costs | $ 9 |
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 | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number Of Options Outstanding as of December 31, 2022 | 34,880,604 | |||
Number of Options, Granted | [1] | 8,875,628 | ||
Number of Options, Exercised | (74,562) | |||
Number of options, Cancelled or forfeited | (1,441,359) | |||
Number of options Outstanding as of March 31, 2023 | 42,240,311 | [2] | 34,880,604 | |
Number of Options exercisable as of March 31, 2023 | 19,093,367 | |||
Weighted-Average Exercise Price as of December 31, 2022 | $ 5.98 | |||
Weighted-Average Exercise Price, Granted | 1.23 | |||
Weighted-Average Exercise Price, Exercised | 2.44 | |||
Weighted-Average Exercise Price, Cancelled or forfeited | 8.03 | |||
Weighted-Average Exercise Price as of March 31, 2023 | 4.92 | $ 5.98 | ||
Weighted-Average Exercise Price Options exercisable as of March 31, 2023 | $ 5.24 | |||
Weighted-Average Remaining Contractual Term (Years) | 6 years 3 months 29 days | 5 years 8 months 15 days | ||
Weighted-Average Remaining Contractual Term (Years), Options exercisable as of March 31, 2023 | 3 years 11 months 8 days | |||
Aggregate Intrinsic Value, Outstanding | $ 11,503 | $ 10,647 | ||
Aggregate Intrinsic Value, Options exercisable as of March 31, 2023 | $ 6,105 | |||
[1] Includes (a) 8,875,628 stock options that will vest over a four-year service period. The 23,146,943 outstanding unvested stock options includes (a) 21,051,961 that will continue to vest over a one to four-year service period, (b) 1,416,321 that will continue to vest over a three to four-year service period and upon the satisfaction of specified performance-based vesting conditions, (c) 100,000 stock options that will continue to 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, (d) 194,661 stock options that will continue to vest over a three-year service period and upon the satisfaction of specified performance-based vesting conditions, which were achieved during the year ended December 31, 2022, and (e) 384,000 stock options that will vest on the one-year anniversary of the date of grant. |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summery of Vested and Non vested Option Outstanding (Parenthetical) (Details) | 3 Months Ended |
Mar. 31, 2023 shares | |
Specified Performance Based Vesting [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share based payment arrangement, Options expected to vest outstanding | 194,661 |
Two Thousand And Twenty Incentive Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options, Granted | 8,875,628 |
Two Thousand And Twenty Incentive Plan [Member] | One-Year Anniversary [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share based payment arrangement, Options expected to vest outstanding | 384,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) - Service And Performance Based Options [Member] - Two Thousand And Twenty Incentive Plan [Member] | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average expected term in years | 6 years 29 days | 5 years 11 months 23 days |
Weighted average expected stock price volatility | 86.50% | 70.80% |
Risk-free interest rate, Minimum | 3.76% | 1.46% |
Risk-free interest rate, Maximum | 3.92% | 1.88% |
Expected dividend yield | 0% | 0% |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Employee Stock Ownership Plan (ESOP) Disclosures (Detail) - HSOP Shares [Member] - HSOP Plan[Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of optionsOutstanding as of December 31, 2022 | 6,921,829 | |
Number of options Outstanding as of March 31, 2023 | 6,921,829 | 6,921,829 |
Number of Options,Options exercisable as of March 31, 2023 | 6,207,853 | |
Weighted- Average Exercise Price Beginning as of December 31, 2022 | $ 6.64 | |
Weighted- Average Exercise Price as of March 31, 2023 | 6.64 | |
Weighted- Average Exercise Price,Options exercisable as of March 31, 2023 | $ 6.64 | |
Weighted- Average Remaining Contractual Term (Years) | 12 years 11 months 1 day | 13 years 3 days |
Weighted- Average Remaining Contractual Term (Years),Options exercisable as of March 31, 2023 | 12 years 11 months 1 day |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Unrecognized stock based compensation compensation | $ 7.3 | |
Other Subsidiaries Equity Plan | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Unrecognized stock based compensation compensation | $ 0.5 | |
Expected weighted average period | 1 year 2 months 12 days | |
Share based compensation expenses | $ 0.1 | $ 0.2 |
Restricted Stock [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Unrecognized stock based compensation compensation | $ 3.7 | |
Expected weighted average period | 1 year 11 months 15 days | |
Fair Value Of Restricted Stock | $ 0 | |
Share based compensation expenses | $ 0.1 | 0 |
Specified Performance Based Vesting [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based payment arrangement, Options expected to vest outstanding | 194,661 | |
HSOP Plan[Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Shares reserved for future issuance | 257,419 | |
Unrecognized stock based compensation compensation | $ 2.3 | |
Expected weighted average period | 5 months 12 days | |
Share based compensation expenses | $ 0.9 | 1.4 |
Two Thousand And Twenty Incentive Plan [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Unrecognized stock based compensation compensation | $ 60.6 | |
Expected weighted average period | 2 years 1 month 6 days | |
Share based compensation expenses | $ 7.6 | $ 8.6 |
Number of options outstanding | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 8,875,628 | |
Two Thousand And Twenty Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Weighted average grant-date fair value of options granted | $ 0.91 | |
Intrinsic Value Of Options Exercised | $ 0 | |
Two Thousand And Twenty One Incentive Award Plan [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Shares reserved for future issuance | 30,508,131 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of restricted stock awards (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Options and Restricted Stock Awards [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | $ 8,662 | $ 10,208 |
Atai ESOP [Member] | Options and Restricted Stock Awards [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | 7,670 | 8,634 |
Atai HSOP [Member] | Options and Restricted Stock Awards [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | 874 | 1,350 |
Other Subsidiaries Equity Plan | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | 100 | 200 |
Other Subsidiaries Equity Plan | Options and Restricted Stock Awards [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | 118 | 224 |
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 | 3,466 | 3,773 |
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 | 3,360 | 3,627 |
Research and Development Expense [Member] | Other Subsidiaries Equity Plan | Options and Restricted Stock Awards [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | 106 | 146 |
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 | 5,196 | 6,435 |
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 | 4,310 | 5,007 |
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 | 874 | 1,350 |
General and Administrative Expense [Member] | Other Subsidiaries Equity Plan | Options and Restricted Stock Awards [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | $ 12 | $ 78 |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of restricted common stock awards activity (Detail) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share Based Arrangements To Obtain Goods And Services [Line Items] | |
Number of optionsOutstanding as of December 31, 2022 | shares | 0 |
Number of Options, Granted | shares | 3,251,815 |
Number of options,Vested | shares | 0 |
Number of options,Forfeited | shares | 6,900 |
Number of options Outstanding as of March 31, 2023 | shares | 3,244,915 |
Weighted Average Grant Date Fair Valueat January 1, 2023 | $ / shares | $ 0 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 1.18 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 1.18 |
Weighted Average Grant Date Fair Value at March 31, 2023 | $ / shares | $ 1.18 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Provision for income taxes | $ 165,000 | $ 41,000 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Summary of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net loss | $ (34,354) | $ (37,558) |
Net loss attributable to noncontrolling interests | (1,219) | (689) |
Net loss attributable to ATAI Life Sciences N.V. shareholders - basic | (33,135) | (36,869) |
Net loss attributable to ATAI Life Sciences N.V. shareholders - diluted | $ (33,135) | $ (36,869) |
Denominator: | ||
Weighted average common shares outstanding attributable to ATAI Life Sciences N.V. Stockholders - basic | 155,792,490 | 153,529,268 |
Weighted average common shares outstanding attributable to ATAI Life Sciences N.V. stockholders - diluted | 155,792,490 | 153,529,268 |
Net loss per share attributable to ATAI Life Sciences N.V. stockholders - basic | $ (0.21) | $ (0.24) |
Net loss per share attributable to ATAI Life Sciences N.V. stockholders - diluted | $ (0.21) | $ (0.24) |
Net Income (Loss) Per Share -_2
Net Income (Loss) Per Share - Schedule of Computation of Diluted net Income (Loss) Per Share Attributable to Common Shareholders (Detail) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 58,608,879 | 50,168,788 |
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 | 42,240,311 | 32,600,468 |
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 | 6,921,829 | 7,046,496 |
2018 Convertible Promissory Notes - Related Parties | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,201,824 | 10,521,824 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,244,915 | 0 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - shares | 3 Months Ended | |
Jun. 07, 2021 | Mar. 31, 2023 | |
Net Income (Loss) Per Share [Line Items] | ||
Common stock, conversion basis | 1.6 to one | 1 to 10 basis |
2018 Convertible Promissory Notes - Related Parties | Common Stock [Member] | ||
Net Income (Loss) Per Share [Line Items] | ||
Stock issued during period, convertible share | 387,614 | |
Common stock, conversion basis | one-for-sixteen |
License Agreements - Additional
License Agreements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2022 | Jun. 30, 2020 | |
ATAI Kures Inc. [Member] | License Agreement Terms [Member] | |||||
License Agreements [Line Items] | |||||
Percentage of the common stock shares outstanding | 5% | ||||
Columbia Stock Purchase and License Agreement [Member] | |||||
License Agreements [Line Items] | |||||
Material Payment | $ 0 | $ 0 | |||
Accelerate License Agreement [Member] | |||||
License Agreements [Line Items] | |||||
Material Payment | 0 | 0 | |||
CHIBA License [Member] | |||||
License Agreements [Line Items] | |||||
Material Payment | 0 | 0 | |||
Allergan License Agreement [Member] | |||||
License Agreements [Line Items] | |||||
Material Payment | 0 | 0 | |||
Dalriada License Agreement [Member] | |||||
License Agreements [Line Items] | |||||
Service fees | $ 12,800 | ||||
Dalriada License Agreement [Member] | Service, Other [Member] | |||||
License Agreements [Line Items] | |||||
Service fees | 0 | 0 | |||
Invyxis ESLA [Member] | |||||
License Agreements [Line Items] | |||||
Research and development expenses | 500 | $ 200 | |||
Upfront deposit | $ 1,100 | ||||
Otsuka [Member] | Otsuka Agreement [Member] | |||||
License Agreements [Line Items] | |||||
Performance obligation | $ 20,000 | ||||
Otsuka [Member] | Commercial Milestones [Member] | Otsuka Agreement [Member] | |||||
License Agreements [Line Items] | |||||
Milestone payments, receivable | 66,000 | ||||
Otsuka [Member] | Development And Regulatory Milestones [Member] | Otsuka Agreement [Member] | |||||
License Agreements [Line Items] | |||||
Milestone payments, receivable | $ 35,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||
Mar. 31, 2021 shares | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2023 € / shares | Mar. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 € / shares | Dec. 31, 2022 USD ($) $ / shares | Jun. 07, 2021 € / shares | |
Related Party Transaction [Line Items] | ||||||||
Principal amount | $ 15,000 | $ 15,000 | ||||||
Issuance of common stock shares par value | (per share) | € 0.10 | $ 0.12 | € 0.10 | $ 0.12 | € 0.10 | |||
Percentage of common stock reserved | 27% | |||||||
General and administrative expense | $ 13,970 | $ 17,982 | ||||||
General and Administrative Expense [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
stock-based compensation | 200 | 200 | ||||||
Apeiron [Member] | Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of common shares, net of issuance costs | 10,500 | |||||||
Stock issued during period, Value | 10,500 | |||||||
Mr Angermayer [Member] | Consulting Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
General and administrative expense | $ 200 | $ 200 | ||||||
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 | |||||||
Atai Formation [Member] | Founder [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity method investment, ownership percentage | 20.40% | 19.70% | ||||||
Atai Formation [Member] | Galaxy NYC Based Multi Strategy Investment Firm [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity method investment, ownership percentage | 6.50% | 6.50% |
Defined Contribution Plan (Addi
Defined Contribution Plan (Additional Information) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Retirement Benefits [Abstract] | |
Labor and Related Expense | $ 0.2 |
Corporate Restructuring - Sched
Corporate Restructuring - Schedule Of Reconciliation Of The Cash Restructuring Charges And Related Payments (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring and Related Activities [Abstract] | |
Restructuring liability, Beginning Balance | $ 0 |
Restructuring costs expensed during the period | 3,166 |
Non-cash impact of stock-based compensation | (195) |
Cash payments of restructuring liabilities, net | (2,263) |
Restructuring liability , Ending Balance | $ 708 |
Corporate Restructuring (Additi
Corporate Restructuring (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Feb. 28, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Percentage Of Restructed Workforce | 30% | ||
Restructuring expense | $ 3,166 | ||
Restructuring Reserve | 708 | $ 0 | |
Research and Development Expense [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | 1,800 | ||
General and Administrative Expense [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | 1,400 | ||
Deferred Compensation, Share-Based Payments [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | 200 | ||
Employee Severance [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | $ 3,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Deposit paid | $ 4,642 | $ 4,626 |