| Item 7.01. | Regulation FD Disclosure. |
On December 15, 2021, ATAI Life Sciences N.V. (the “Company”) issued a press release announcing that certain of the Company’s shareholders have entered into extended lock-up agreements (the “Extended Lock-Ups”). A copy of the press release is being furnished to the Securities and Exchange Commission (“SEC”) as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 7.01.
As previously disclosed, in connection with the Company’s initial public offering (“IPO”) its managing directors, supervisory directors and the holders of substantially all of the Company’s common shares agreed, subject to certain exceptions, to a lock-up period of 180 days after the date of the Company’s final prospectus dated June 17, 2021, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
Under the Extended Lock-Ups, holders of approximately 30% of the Company’s outstanding common shares have agreed that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Company’s common shares or securities convertible into or exchangeable or exercisable for any of the Company’s common shares (the “Lock-Up Securities”), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Company’s common shares, whether any of these transactions are to be settled by delivery of the Company’s common shares or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Company for a period of one year after the date of Extended Lock-Ups (with the exception of the Extended Lock-Up entered into with entities affiliated with Apeiron Investment Group Ltd. (“Apeiron”), which extends for a period of two years after the date of the Extended Lock-Up (the “Apeiron Lock-Up Period”)).
The restrictions set forth above are subject to certain exceptions and will not apply to: (A) securities acquired in the IPO or in open market transactions after the completion of the IPO, (B) bona fide gifts, (C) transfers to any beneficiary pursuant to a will, other testamentary document or intestate succession to the legal representatives, heirs, beneficiaries or immediate family members of the signatory of the Extended Lock-Ups, (D) transfers to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the signatory of the Extended Lock-Ups, (E) distributions to limited partners, members or stockholders of the signatory of the Extended Lock-Ups, (F) transfers to affiliates or any investment fund controlled or managed by the signatory of the Extended Lock-Ups, (G) transfers to the nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (B) through (F), (H) transfers pursuant to an order of a court or regulatory agency, including a domestic relations order or negotiated divorce settlement or to comply with any regulations related to the ownership of the common shares by the signatory of the Extended Lock-Ups, (I) transfers pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s common shares involving a change of control of the Company that has been approved by the Company’s board of directors, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the common shares of the signatory of the Extended Lock-Ups shall remain subject to the provisions of the Extended Lock-Ups and certain other conditions, (J) the execution by a signatory of the Extended Lock-Ups of a written trading plan (“Rule 10b5-1 Plan”) established pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) during the restricted period, provided that no direct or indirect sales or transfers of common shares shall be made pursuant to such Rule 10b5-1 Plan prior to the expiration of the restricted period and no such filing under the Exchange Act or other public announcement shall be required or voluntarily made by the signatory of the Extended Lock-Ups or any other person in connection therewith prior to the expiration of the restricted period, (K) existing or ordinary course pledges of common shares to secure obligations under bona fide margin loans, (L) the conversion of outstanding convertible notes of ATAI Life Sciences AG into the Company’s common shares and the common shares received upon such conversion pursuant to the terms thereof, and (M) any transfers effected with the prior written consent of the Company.
Notwithstanding the foregoing, 180 days after the date of the Extended Lock-Ups (the “Partial Release Date”), signatories of the Extended Lock-Ups, other than Apeiron or its affiliates, may transfer up to 40% of the aggregate number of Lock-Up Securities then held by the signatory of the Extended Lock-Ups and may transfer up to an additional 10% of the aggregate number of Lock-Up Securities held by the signatory of the Extended Lock-Ups as of the Partial Release Date following each one-month period after the Partial Release Date.
