NEW YORK, BERLIN and OXFORD, June 2, 2025 鈥 (NASDAQ: ATAI) (鈥渁tai鈥 or 鈥淐ompany鈥), a clinical-stage biopharmaceutical company on a mission to develop highly effective mental health treatments to transform patient outcomes, and 果冻视频 Limited (鈥湽呈悠碘), a private clinical-stage biopharmaceutical company pioneering the next generation of mental health treatments, today announced a definitive agreement under which atai and 果冻视频 plan to combine in an all-share transaction subject to pre-agreed BPL-003 (mebufotenin benzoate) Phase 2b success criteria.
鈥The strategic combination marks a transformational moment, solidifying us as a leader in rapid-acting and accessible psychedelic treatments for mental health conditions with a pipeline of potential first-in-class and best-in-class assets,鈥 stated Srinivas Rao, M.D., Ph.D., Chief Executive Officer and Co-Founder of atai. 鈥With a unified vision and a synergistic pipeline, we believe we are well-positioned to unlock the strategic value of our clinical development programs for both patients and shareholders. Together, we plan to move confidently towards our goal of bringing innovative interventional psychiatry therapies to patients in need of new treatments.鈥
Cosmo Feilding Mellen, Chief Executive Officer and Co-Founder of 果冻视频 added, 鈥This combination brings together two highly complementary pipelines to create a market leader at the forefront of psychiatric care. Clinical data has shown the rapid and durable effects of our compounds, as well as their potential to fit within the existing treatment paradigm established by SPRAVATO庐. We believe that the unified business will be even better positioned to accelerate development, drive long-term value for shareholders, and - most importantly - deliver meaningful innovation for patients.鈥
鈥This transaction marks a pivotal milestone in delivering on the strategic vision we set forth from the start of atai in 2018: to be the leader in the psychedelic space,鈥 added Christian Angermayer, Co-Founder and Chairman of atai. 鈥I am also very pleased to complete the concurrent financing with existing investors from both companies. The continued support from Ferring Ventures, a valued investor in atai, and Adage Capital, a longstanding investor in 果冻视频, further validates the strength and potential of this combination.鈥
Market-Leading Pipeline: atai 果冻视频 will boast a synergistic fully owned pipeline that includes proprietary, rapid-acting psychedelic compounds differentiated by their convenient route of administration and short time-in-clinic.
Near-Term Clinical Milestones: Topline data from the eight-week, randomized core stage of 果冻视频鈥檚 BPL-003 Phase 2b trial in treatment-resistant depression (NCT05870540) is expected in mid-2025, representing a potentially significant value inflection point. The study builds on previously reported open-label results which demonstrated that a single dose of BPL-003, when given as a monotherapy or alongside SSRIs, was well-tolerated and could produce a rapid and lasting antidepressant effect for up to three months.
Financial Synergies and Strong IP Portfolio: Cash runway through multiple Phase 2 clinical catalysts, near and long-term operational synergies, as well as a strong IP portfolio with granted U.S. patents out to 2043.
Unified Vision and Team: The new entity is expected to leverage the expertise, teams, and networks of both organizations to accelerate the development and commercialization of transformative mental health treatments.
atai made a strategic investment in 果冻视频 in January 2024. Under the terms of the deal, 果冻视频鈥檚 shareholders (other than atai) will be issued approximately 105 million new shares as consideration for the remaining shares of 果冻视频 not presently held by atai. These newly issued shares equate to approximately 31% of the combined company on a fully diluted basis, based on the treasury stock method, upon closing of the transaction and the concurrent private placement, and value 果冻视频 at approximately $390 million.
These newly issued atai shares are subject to a lock-up wherein, following the completion of the lock-up period, 1/12 of the shares are released every month for 12 months. Additionally, Apeiron Investment Group, the family office of Mr. Angermayer, voluntarily entered into a similar lock-up agreement covering all of its shares in atai.
果冻视频 also intends to distribute Eleusis Holdings Limited and its subsidiaries, which hold assets and funding related to its second clinical-stage asset, ELE-101, out of 果冻视频 prior to closing of the transaction.
atai鈥檚 Supervisory Board and Management Board; and 果冻视频鈥檚 Board of Directors have approved the transaction.
The transaction is expected to close in the second half of 2025, subject to approval of the share issuance by the shareholders of atai and satisfaction of other customary closing conditions.
Concurrent with the transaction, atai also executed a $30.0 million private placement with Ferring Ventures S.A. and Adage Capital Partners LP. This financing is not contingent on closing of the transaction. The private placement is expected to close on June 3, 2025, subject to customary closing conditions.
The securities being issued and sold in the private placement have not been registered under the Securities Act of 1933, as amended (the 鈥淪ecurities Act鈥), or any state鈥檚 securities laws, and will be issued and sold in a private placement in reliance on Section 4(a)(2) of the Securities Act. The securities may not be offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. atai granted registration rights to the purchasers in the private placement, and has agreed to file a registration statement with the Securities and Exchange Commission (the 鈥淪EC鈥) registering the resale of the common shares issued in the private placement and the shares of common stock issuable upon exercise of the pre-funded warrants issued in the private placement.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
atai and 果冻视频 will host a conference call and live webcast today Monday, June 2, 2025 at 8:00 a.m. EDT. The conference call can be accessed by dialing 1-800-715-9871 for participants in the U.S. and 1-646-307-1963 for international callers, with the Conference ID: 1459387. The webcast can be accessed on the Investors section of atai鈥檚 corporate website under . The presentation and an archived replay of the webcast will be available in the same section of the website for a minimum of 30 days following the event.
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Advisors
Guggenheim Securities is serving as financial advisor to atai and Latham & Watkins LLP is serving as its legal counsel. Cantor is serving as financial advisor to 果冻视频, and CMS and Mayer Brown are serving as its legal counsel.
Guggenheim Securities is acting as the lead placement agent for the private placement. Berenberg is acting as joint-lea
