v3.25.4
Variable Interest Entities
12 Months Ended
Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Variable Interest Entities

5. Variable Interest Entities (“VIE”)

Consolidated VIEs

At each reporting period, the Company reassesses whether it remains the primary beneficiary for 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 consolidated financial statements from the date of acquisition to December 31, 2025.

As of December 31, 2025 and 2024, the Company has accounted for the following consolidated investments as VIEs:

 

Consolidated Entities

 

Relationship as of
December 31, 2025

 

Relationship as of
December 31, 2024

 

Date Control Obtained

 

Ownership %
December 31, 2025

 

Ownership % December 31, 2024

Perception Neuroscience Holdings, Inc.

 

Controlled VIE

 

Controlled VIE

 

November 2018

 

59.2%

 

59.2%

Recognify Life Sciences, Inc.

 

Controlled VIE

 

Controlled VIE

 

November 2020

 

51.9%

 

51.9%

 

As of December 31, 2025 and 2024, 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.

Consolidated VIE Balance Sheets

The following table presents the assets and liabilities (excluding intercompany balances that were eliminated in consolidation) for all VIEs as of December 31, 2025 (in thousands):

 

 

 

Perception

 

 

Recognify

 

Assets:

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

$

43

 

 

$

560

 

Accounts receivable

 

 

 

 

 

 

Prepaid expenses and other current assets

 

 

86

 

 

 

60

 

Total current assets

 

 

129

 

 

 

620

 

Total assets

 

$

129

 

 

$

620

 

Liabilities:

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

875

 

 

$

107

 

Accrued liabilities

 

 

45

 

 

 

243

 

Other current liabilities

 

 

14

 

 

 

1

 

Total current liabilities

 

 

934

 

 

 

351

 

Total liabilities

 

$

934

 

 

$

351

 

 

The following table presents the assets and liabilities (excluding intercompany balances that were eliminated in consolidation) for all consolidated VIEs as of December 31, 2024 (in thousands):

 

 

 

Perception

 

 

Recognify

 

Assets:

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

$

31

 

 

$

819

 

Accounts receivable

 

 

261

 

 

 

 

Prepaid expenses and other current assets

 

 

88

 

 

 

40

 

Total current assets

 

 

380

 

 

 

859

 

Total assets

 

$

380

 

 

$

859

 

Liabilities:

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

276

 

 

$

221

 

Accrued liabilities

 

 

195

 

 

 

961

 

Other current liabilities

 

 

83

 

 

 

4

 

Total current liabilities

 

 

554

 

 

 

1,186

 

Total liabilities

 

$

554

 

 

$

1,186

 

 

Non-consolidated VIEs

The Company evaluated the nature of its investments in Innoplexus AG (“Innoplexus”) and Amandala and determined that Innoplexus and Amandala are not consolidated VIEs as of the date of the Company’s initial investment through December 31, 2025. The Company is not the primary beneficiary of Innoplexus or Amandala as the Company does not have the power to direct the activities of Innoplexus or Amandala that most significantly impact their respective economic performance. Therefore, the Company concluded that it did not have a controlling financial interest in Innoplexus or Amandala that would require consolidation as of December 31, 2025 and 2024.

The Company will reevaluate if Innoplexus and Amandala meet the definition of a VIE upon the occurrence of specific reconsideration events. The Company accounted for these investments under the measurement alternative included within ASC 321 (see Note 6, Investments). As of December 31, 2025, the Company’s maximum exposure for its investment in Innoplexus and Amandala is zero.

As of December 31, 2024, the Company held the investments in Innoplexus and Beckley Psytech (collectively “non-consolidated VIEs”), and the Company’s maximum exposure for its non-consolidated VIEs was $10.0 million of Short-term restricted cash, reflected in the consolidated balance sheets, for the purchase of Beckley Psytech Deferred Shares (as defined and described in Note 6, Investments).

Non-Consolidated VIEs as of December 31, 2024

The following investments no longer met the requirements to consolidate as VIEs as of December 31, 2024 but were previously consolidated VIEs:

Kures, Inc.

Kures Inc. (“Kures”) was a pre-clinical stage biotech company focusing on developing new opioid-based therapeutics for mood disorders and psychiatry or physical pain using mitragynine and tianeptine derivatives. In August 2019, through a series of transactions, the Company acquired a controlling financial interest in Kures through its purchase of Kures' Series A-1 preferred stock. Immediately following the closing of these transactions, the Company's ownership in Kures was approximately 57.1%. Based on the Company's assessment of the transaction at the time of acquisition, the Company concluded that Kures 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 July 2024, the Board of Directors for Kures determined it was in the best interests of the company to wind up operations and dissolve Kures through a Plan of Liquidation and Dissolution ("the Plan"). The Plan consisted of several components, including (i) the dissolution of Kures, (ii) transfer of all outstanding shares of Kures Australia Pty Ltd, a wholly owned subsidiary of Kures, to the Company, and (iii) transfer of all clinical trial data relating to the clinical safety and activity of KUR-101 to the Company.

In October 2024, in connection with the dissolution of Kures, Kures and Columbia mutually agreed to terminate the existing License Agreement (the “Termination Agreement”). Under the Termination Agreement, Kures assigned to Columbia all of Kures’ intellectual property rights that were filed during the term of the License Agreement and agreed that all licenses granted to Kures by Columbia are terminated. In exchange, Kures received consideration through the relief and discharge of an immaterial amount of outstanding payment obligations due to Columbia.

Immediately prior to the transaction the Company's ownership in Kures was approximately 64.5%. The transaction and dissolution closed in November 2024, with the purchase consideration transferred on the acquisition date of $0.1 million. The Company determined the dissolution of Kures in November 2024 meant the Company no longer held a controlling financial interest, and, therefore, accounted for the dissolution as a deconsolidation of a VIE under ASC 810. The Company derecognized all of Kures's assets and liabilities, with the exception of the retained intellectual property from its consolidated balance sheets and recognized a gain of $1.2 million, which was reported as Gain on dissolution of a variable interest entity, a component of other income (expense), net in the consolidated statements of operations for the year ended December 31, 2024. Pursuant to the Plan, the Company recognized $0.1 million of intellectual property from the transaction within Intangible assets, net on the consolidated balance sheets.

PsyProtix, Inc.

On February 3, 2021, PsyProtix, Inc. ("PsyProtix") was created as a joint venture between the Company and Chymia (the “Founders”), with the intent of PsyProtix becoming a newly formed corporate subsidiary of the Company. PsyProtix was created for the purpose of exploring and developing a metabolomics-based precision psychiatry approach. Based on the Company's assessment of the transaction at the time of acquisition, the Company concluded that PsyProtix 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 April 2024, the Company and Chymia entered into a Framework Agreement which resulted in the Company's acquisition of Chymia's 25% equity ownership of PsyProtix (the “Stock Transfer”). As a result of the Stock Transfer, the Company owned 100% of the outstanding common stock of PsyProtix, and PsyProtix became a wholly owned subsidiary of the Company. The Stock Transfer was accounted for as an equity transaction with no gain or loss recognized. The difference between the carrying amount of Chymia's non-controlling interest and the note receivable forgiven in the acquisition of the additional equity interest was recorded as a reduction in additional paid-in capital in the consolidated balance sheets and consolidated statements of stockholders' equity.

In December 2024, PsyProtix entered into an Agreement and Plan of Merger ("Merger Agreement") with atai Therapeutics Inc., a wholly owned atai subsidiary. Pursuant to the Merger Agreement, all common stock issued and outstanding of PsyProtix was automatically canceled and retired and ceased to exist. Upon the merger, all assets and liabilities were transferred to atai Therapeutics Inc., and the Company recognized no gain or loss from the transaction in its consolidated statements of operations.

Noncontrolling Interests

The Company recognizes noncontrolling interests related to its consolidated VIEs and provides a roll-forward of the noncontrolling interests balance, as follows (in thousands):

 

 

Perception

 

 

Kures

 

 

Recognify

 

Balance as of December 31, 2023

$

428

 

 

$

369

 

 

$

557

 

Net loss attributable to noncontrolling interests - preferred

 

(207

)

 

 

(16

)

 

 

(557

)

Adjustment to noncontrolling interests upon dissolution of variable interest entity

 

 

 

 

(349

)

 

 

 

Comprehensive loss attributable to noncontrolling interests

 

35

 

 

 

(3

)

 

 

 

Balance as of December 31, 2024

$

257

 

 

$

0

 

 

$

 

Net loss attributable to noncontrolling interests - preferred

 

(100

)

 

 

 

 

 

 

Comprehensive loss attributable to noncontrolling interests

 

(30

)

 

 

 

 

 

 

Balance as of December 31, 2025

$

127

 

 

$

0

 

 

$