Acquisitions (Tables)

12 Months Ended

Dec. 31, 2025

Schedule of Fair Values of Consideration Paid

The following table presents, in accordance with ASC 810, the sum of the (i) fair values of consideration paid, and (ii) the reported amount of previously held interests in Beckley Psytech (in thousands). There were no noncontrolling interests in Beckley Psytech upon completion of the Beckley Psytech Acquisition as the Company acquired all of the outstanding share capital of Beckley Psytech not already owned by the Company.


Share consideration issued to the Sellers (1)	$	450,476
Settlement of the unsecured promissory note (2)		10,280
Settlement of payable to Beckley Psytech (3)		(238	)
Estimated fair value of stock options issued as replacement awards (4)		5,455
Incremental fair value of atai restricted stock units issued for consideration at closing that is attributable to the post-combination entity (5)		(328	)
(i) Total fair value of consideration paid		465,645
(ii) Reported value of atai's previously held interest in Beckley Psytech (6)		53,947
	$	519,592

(1)

Represents the aggregate fair value of 93,580,831 common shares of the Company issued directly to the Sellers as equity consideration and 6,971,912 RSUs issued as replacement awards on the Acquisition Date, based on the closing trading price of the Company’s common share of $4.48 per share on the Acquisition Date.

(2)

Represents the settlement of an unsecured promissory note issued by the Company to Beckley Psytech and related accrued interest of $10.3 million (refer to Note 7, Notes Receivable, for more information).

(3)

Represents the settlement of accounts payable to Beckley Psytech of $0.2 million on the Acquisition Date, as these pre-existing relationships became intercompany and were effectively settled upon completion of the Beckley Psytech Acquisition.

(4)

Represents the fair value of 1,546,258 stock options issued at replacement awards on the Acquisition Date. The Company estimated the fair value of the stock options using the Black-Scholes option-pricing model on the Acquisition Date. The assumptions used in the Black-Scholes option pricing model were as follows:


Weighted average expected term in years		2.16
Weighted average expected stock price volatility		89.5%
Risk-free interest rate		3.63% - 3.79%
Expected dividend yield		0%

(5)

Represents the incremental fair value of 6,971,912 atai restricted stock units issued as replacement awards that is attributable to the post-combination entity.

(6)

Represents the reported amount of the Company’s previously held interests in Beckley Psytech, including the carrying value of the Company’s pre-existing investment in Series C Shares of $45.5 million and the carrying value of the Company’s outstanding Series C Warrants of $8.5 million on the Acquisition Date. Refer to Note 6, Investments, for more information.

Summary of Identifiable Assets and Liabilities Recognized

The following table presents, in accordance with ASC 810, the net amount of the VIE’s identifiable assets and liabilities recognized and measured in accordance with ASC 805 (in thousands):


Assets acquired and liabilities assumed
Cash and cash equivalents	$	4,636
Prepaid expenses and other current assets		11,848
Acquired in-process research and development		527,000
Property and equipment		14
Other assets		825
Accounts payable		(3,602	)
Accrued liabilities		(12,103	)
Other current liabilities		(2,124	)
Total assets acquired and liabilities assumed	$	526,494

Schedule Of Business Acquisitions By Acquisition

The following table sets forth the allocation of the IGX purchase price to the estimated fair value of the net assets acquired at the acquisition date (in thousands):


	Amounts Recognized at the Acquisition Date
Assets acquired:
Cash	$	359
Accounts receivable		46
Prepaid expenses and other current assets		971
Property and Equipment		1,892
Right-of-use assets, net		527
Definite-lived intangible assets		2,625
Other assets		275
Total assets	$	6,695
Liabilities assumed:
Accounts payable	$	214
Deferred revenue		575
Accrued liabilities		136
Right-of-use liabilities		327
Other current liabilities		59
Total liabilities	$	1,311
Total identifiable net assets acquired		5,384
Goodwill		331
Total consideration transferred	$	5,715

Schedule of IGX results from the acquisition consolidated statements of operations

Beckley Psytech results from the Acquisition Date through December 31, 2025, which are included in the consolidated statements of operations, are as follows (in thousands):


Classification in Consolidated Statements of Operations	Acquisition Date through December 31, 2025
Total revenues	$	—
Net loss		4,812

the Beckley Psytech Acquisition been completed at the beginning of fiscal year 2024 (in thousands).


	For the years ended December 31,
	2025			2024
Total revenues	$	4,089		$	308
Net loss	$	(704,379	)	$	(700,788	)

Nualtis’s results from the acquisition date of October 2, 2024 through December 31, 2024, which are included in the consolidated statements of operations, are as follows (in thousands):


Classification in Consolidated Statements of Operations	Acquisition Date Through December 31, 2024
Total revenues	$	12
Net loss	$	(960	)

This pro forma information does not purport to represent what the Company's actual results would have been if the acquisition had occurred as of January 1, 2024, and is not indicative of what such results would be expected for any future period (in thousands):


	For the year ended December 31, 2024
Total revenues	$	457
Net loss	$	(138,803	)

- Definition

Tabular disclosure of business combination. Includes, but is not limited to, recognized asset and liability.

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