15. Stockholders’ Equity

Redomiciliation

As noted above in Note 1, Organization and Description of Business, on December 30, 2025, the Company completed the Redomiciliation Transaction. Pursuant to the Redomiciliation Transaction, each ordinary share of Atai Beckley N.V. was exchanged for one ordinary share of atai LuxCo. Pursuant to the Delaware Conversion, each ordinary share of atai LuxCo automatically converted by operation of law to one share of common stock of AtaiBeckley Inc.

Terms of the common stock include the following:

As part of this process, the legal denomination of the Company’s common stock changed from Euro to U.S. dollars. All common stock in atai Life Sciences N.V., at par value €0.10, were canceled and exchanged for common stock in AtaiBeckley Inc., at par value $0.01, on a one-for-one basis. AtaiBeckley Inc.’s common stock par value was decreased by $38.1 million for the difference between the total par value of common stock of AtaiBeckley Inc. and the total par value of common stock of atai Life Sciences N.V. at the date of transfer, with an offset to additional paid in capital. This change did not affect the Company’s functional currency, which remains the U.S. dollar, nor did it result in any gain or loss in the consolidated financial statements. The redomiciliation was effected solely for legal and administrative purposes and had no impact on the number of shares outstanding, par value in functional currency terms, or stockholders’ equity.

Preferred Stock

Following the Redomiciliation Transaction, the Company is authorized to issue up to 37,500,000 shares of stock designated as “preferred stock,” with a par value of $0.01 per share. These shares are issuable from time to time in one or more series as designated by the Company’s board of directors, which may resolve to determine and fix the number of shares of such series and such voting powers and designations, including dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease the number of shares of any series.

As of December 31, 2025, and 2024, respectively, there are no shares of preferred stock outstanding.

Common Stock

Following the Redomiciliation Transaction, the Company is authorized to issue up to 750,000,000 shares of common stock, with a par value of $0.01 per share. All holders of common stock have identical rights. Each share of common stock entitles the holder to one vote on all matters submitted to the stockholders for a vote.

All holders of common stock are entitled to receive dividends, as may be declared by the Company’s board. Upon liquidation, holders of common stock will receive a distribution on a pro rata basis. As of December 31, 2025 and December 31, 2024, no cash dividends have been declared or paid.

Open Market Sale Agreement

In November 2022, the Company entered into the Sales Agreement, with Jefferies, pursuant to which the Company may issue and sell its common stock having an aggregate offering price of up to $150.0 million, from time to time through an “at the market” equity offering program under which Jefferies will act as sales agent. There have been no sales under the Sales Agreement for the years ended December 31, 2025 and 2024, and as of the date of this Annual Report on Form 10-K, there is currently no registration statement effective with respect to offers and sales of common stock pursuant to the Sales Agreement.

February 2025 Public Offering

In February 2025, the Company entered into an underwriting agreement (the “February Underwriting Agreement”) with Berenberg Capital Markets LLC in connection with the issuance and sale by the Company in a public offering of 26,190,477 of its common stock, at a public offering price of $2.10 per share, less underwriting discounts and commissions. The common stock was offered pursuant to a registration statement on Form S-3 filed with the SEC on July 1, 2022 and declared effective on July 11, 2022 as well as a prospectus supplement

thereto. Under the terms of the February Underwriting Agreement, the Company granted to the underwriter an option exercisable for 30 days to purchase up to an additional 3,928,571 common stock at the public offering price, less underwriting discounts and commissions. Pursuant to the February Underwriting Agreement, the underwriter exercised the option to purchase the full amount of the additional 3,928,571 common stock.

The net proceeds from the offering of the common stock were approximately $59.1 million, after deducting the underwriting discounts and commissions and offering expenses payable by the Company.

June 2025 PIPE Financing

As described in Note 8, Fair Value Measurement, on June 2, 2025, the Company entered into the June 2025 Subscription Agreements relating to the purchase by the investors party thereto of (i) 9,993,341 common stock of the Company with a nominal value of €0.10 per share for a purchase price of $1.84 per share and (ii) the June 2025 Pre-Funded Warrant to purchase 6,311,006 common stock with an exercise price of $0.01, for a purchase price of $1.84 per common share underlying the June 2025 Pre-Funded Warrant less the exercise price for the June 2025 Pre-Funded Warrant of $0.01 per share, resulting in aggregate gross proceeds to the Company from the June 2025 PIPE Financing of approximately $29.9 million. The closing of the June 2025 PIPE Financing was subject to the satisfaction of the customary closing conditions contained in the June 2025 Subscription Agreements and was completed in June 2025. The June 2025 Subscription Agreements contain customary representations, warranties and agreements by the Company and termination provisions.

The securities were issued and sold in a private placement in reliance on Section 4(a)(2) of the Securities Act and were subsequently registered for resale pursuant to a registration statement on Form S-3 filed with the SEC on September 29, 2025, which became automatically effective upon filing with the SEC. The securities may not be offered or sold in the United States, except pursuant to the effective registration statement or an applicable exemption from the registration requirements of the Securities Act.

The aggregate gross proceeds from the offering of the common stock in the June 2025 PIPE Financing were approximately $18.4 million.

The June 2025 Pre-Funded Warrants were immediately exercisable upon issuance, and do not expire until the date the common stock underlying the June 2025 Pre-Funded Warrants have been exercised in full. Under the terms of the June 2025 Pre-Funded Warrant, the Company may not effect the exercise of any June 2025 Pre-Funded Warrant, and the holder will not be entitled to exercise any portion of any June 2025 Pre-Funded Warrant that, upon giving effect to such exercise, would cause an aggregate number of common stock beneficially owned by such holder (together with its affiliates) to exceed 4.99% of the total number of common stock of the Company outstanding immediately after giving effect to the exercise. The June 2025 Pre-Funded Warrant may be exercised by a holder by paying the exercise price in cash or on a cashless basis. No fractional shares will be issued upon any exercise of the June 2025 Pre-Funded Warrant. If, upon exercise of the June 2025 Pre-Funded Warrant, a holder would be entitled to receive a fractional interest in a share, the Company may at its option, upon exercise, pay cash in lieu of any such factional share or round up to the nearest whole share.

The aggregate gross proceeds from the offering of the June 2025 Pre-Funded Warrants were approximately $11.5 million. Under ASC 815 the Company recognizes the June 2025 Pre-Funded Warrants at fair value as Pre-funded warrant liabilities within its consolidated balance sheet.

The Company incurred offering expenses related to the June 2025 PIPE Financing of $1.8 million, which were allocated based on the relative fair values of common stock and pre-funded warrants issued. The Company recognized an expense for the amount allocated to the pre-funded warrants of $0.7 million (included as a component of Other income (expense), net within the consolidated statement of operations) upon the closing of the offering during the three months ended June 30, 2025. The Company recorded the amount allocated to the common stock of $1.1 million as a reduction in additional paid-in capital on its balance sheets as of December 31, 2025.

July 2025 PIPE Financing

As described in Note 8, Fair Value Measurement, on July 1, 2025, the Company entered into the July 2025 Subscription Agreements relating to the purchase by the investors party thereto of (i) 18,264,840 common stock in the capital of the Company with a nominal value of €0.10 per share for a purchase price of $2.19 per share and (ii) the July 2025 Pre-Funded Warrant to purchase 4,566,210 common stock with an exercise price of $0.01 for a purchase price of $2.19 per common share underlying the July 2025 Pre-Funded Warrant less the exercise price for the Pre-Funded Warrant of $0.01 per share, resulting in aggregate gross proceeds to the Company from the PIPE Financing of approximately $50.0 million. The closing of the July 2025 PIPE Financing was subject to the satisfaction of the customary closing conditions contained in the July 2025 Subscription Agreements and was completed in August 2025. The July 2025 Subscription Agreements contain customary representations, warranties and agreements by the Company and termination provisions.

The securities were issued and sold in a private placement in reliance on Section 4(a)(2) of the Securities Act and were subsequently registered for resale pursuant to a registration statement on Form S-3 filed with the SEC on September 29, 2025, which became automatically effective upon filing with the SEC. The securities may not be offered or sold in the United States, except pursuant to the effective registration statement or an applicable exemption from the registration requirements of the Securities Act.

The aggregate gross proceeds from the offering of the common stock in the June 2025 PIPE Financing were approximately $40.0 million.

The July 2025 Pre-Funded Warrants were immediately exercisable upon issuance, and do not expire until the date the common stock

underlying the July 2025 Pre-Funded Warrants have been exercised in full. Under the terms of the July 2025 Pre-Funded Warrant, the Company may not effect the exercise of any July 2025 Pre-Funded Warrant, and the holder will not be entitled to exercise any portion of any July 2025 Pre-Funded Warrant that, upon giving effect to such exercise, would cause an aggregate number of common stock beneficially owned by such holder (together with its affiliates) to exceed 4.99% of the total number of common stock of the Company outstanding immediately after giving effect to the exercise. The July 2025 Pre-Funded Warrant may be exercised by a holder by paying the exercise price in cash or on a cashless basis. No fractional shares will be issued upon any exercise of the Pre-Funded Warrant. If, upon exercise of the July 2025 Pre-Funded Warrant, a holder would be entitled to receive a fractional interest in a share, the Company may at its option, upon exercise, pay cash in lieu of any such factional share or round up to the nearest whole share.

The aggregate gross proceeds from the offering of the July 2025 Pre-Funded Warrants were approximately $10.0 million. Under ASC 815 the Company recognizes the July 2025 Pre-Funded Warrants at fair value as Pre-funded warrant liabilities within its consolidated balance sheet.

The Company incurred offering expenses related to the July 2025 PIPE Financing of $3.3 million, which were allocated based on the relative fair values of common stock and pre-funded warrants issued. The Company recognized an expense for the amount allocated to the pre-funded warrants of $0.7 million (included as a component of Other income (expense), net within the consolidated statement of operations) upon the closing of the offering during the three months ended September 30, 2025. The Company recorded the amount allocated to the common stock of $2.6 million as a reduction in additional paid-in capital on its balance sheets as of December 31, 2025.

October 2025 Public Offering

In October 2025, the Company entered into an underwriting agreement (the “October Underwriting Agreement”) with Jefferies, as representative of the underwriters, in connection with the issuance and sale by the Company in a public offering of 23,725,000 of its common stock, at a public offering price of $5.48 per share, less underwriting discounts and commissions. The common stock was offered pursuant to a registration statement on Form S-3 filed with the SEC on September 29, 2025, which became automatically effective upon filing with the SEC, as well as a prospectus supplement thereto. Under the terms of the October Underwriting Agreement, the Company granted to the underwriters an option exercisable for 30 days to purchase up to an additional 3,558,750 common stock at the public offering price, less underwriting discounts and commissions. Pursuant to the October Underwriting Agreement, the underwriters exercised the option to purchase the full amount of the additional 3,558,750 common stock.

The net proceeds from the offering of the common stock were approximately $139.1 million, after deducting the underwriting discounts and commissions and offering expenses payable by the Company.