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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026 or


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-43037

AtaiBeckley Inc.

(Exact name of registrant as specified in its charter)


Delaware		41-3357923
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o atai Life Sciences US, Inc. c/o Industrious NYC 250 West 34th Street New York, New York		10119
(Address of principal executive offices)		(Zip Code)

(332) 282-0507

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange
on which registered

     Common stock, par value $0.01 per share

     ATAI

     The Nasdaq Stock Market LLC
(Nasdaq Global Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 8, 2026, the registrant had 368,166,674 shares of common stock, par value $0.01 per share, outstanding.

ATAIBECKLEY INC.

FORM 10-Q

Table of Contents


		Page
Forward-Looking Statements		1
PART I. FINANCIAL INFORMATION		3
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	3
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025	4
	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025	5
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025	6
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	56
Item 4.	Controls and Procedures	57
PART II. OTHER INFORMATION		58
Item 1.	Legal Proceedings	58
Item 1A.	Risk Factors	58
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 3.	Defaults Upon Senior Securities	58
Item 4.	Mine Safety Disclosures	58
Item 5.	Other Information	58
Item 6.	Exhibits	59
	Signatures	60

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 (the “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Quarterly Report other than statements of historical fact are forward-looking statements, including without limitation statements regarding our future operating results and financial position; the success, cost, and timing of development of our product candidates, including the progress of preclinical studies and clinical trials and related milestones; the commercialization of our current product candidates and any other product candidates we may identify and pursue, if approved, including our ability to successfully build a specialty sales force and commercial infrastructure to market our current product candidates and any other product candidates we may identify and pursue; the timing of and our ability to obtain and maintain regulatory approvals; our business strategy and plans; potential acquisitions, partnerships and other strategic arrangements; the ability to generate revenue from any current or future licensing agreements and other strategic arrangements, the sufficiency of our cash and cash equivalents and short-term securities to fund our operations; the value, liquidity and potential use as a source of non-dilutive funding of our digital asset holdings; and the plans and objectives of management for future operations and capital expenditures. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “preliminary,” “likely,” and similar expressions are intended to identify forward-looking statements.

We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are neither promises nor guarantees, and are subject to a number of important factors that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements, including without limitation: we are a clinical-stage biotechnology company and have incurred significant losses since our inception, and we expect to incur losses for the foreseeable future and may never be profitable; our limited operating history may make it difficult for you to evaluate the success of our business and to assess our future viability; if we are unable to obtain funding when needed and on acceptable terms, we could be forced to delay, limit or discontinue our product candidate development efforts; raising additional capital, such as through future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plans, may cause dilution to our shareholders, restrict our operations or require us to relinquish rights to current product candidates or to any future product candidates on unfavorable terms; our product candidates are in preclinical or clinical development, which is a lengthy and expensive process with uncertain outcomes, and we cannot give any assurance that any of our product candidates will be successfully developed and/or receive regulatory approval, which is necessary before they can be commercialized; we may not achieve our publicly announced milestones according to schedule, or at all; we currently rely on qualified healthcare professionals working at third-party clinical trial sites to administer certain of our product candidates in our clinical trials and we expect this to continue upon approval, if any, of our current or future product candidates, and if third-party sites fail to recruit and retain a sufficient number of qualified healthcare professionals or effectively manage their professionals, our business, financial condition and results of operations would be materially harmed; research and development of drugs targeting the central nervous system, or CNS, is particularly difficult, and it can be difficult to predict and understand why a drug has a positive effect on some patients but not others, which may reduce the likelihood our product candidates are ultimately approved and therefore may have a material adverse effect on our business and operating results; the production and sale of our product candidates may be considered illegal or may otherwise be restricted due to the use of controlled substances, which may also have consequences for the legality of investments from foreign jurisdictions and therefore we may not be successful in commercializing our product candidates in such jurisdictions, which will adversely affect our business, financial condition and results of operations; we face significant competition in an environment of rapid technological and scientific change, and there is a possibility that our competitors may achieve regulatory approval before we do or develop therapies that are safer, more advanced or more effective than ours, which may negatively impact our ability to successfully market or commercialize any product candidates we may develop and ultimately harm our financial condition; we rely on third parties to assist in conducting our clinical trials and some aspects of our research and preclinical testing, and those third parties may not perform satisfactorily, including failing to meet deadlines for the completion of such trials, research, or testing; if we are unable to obtain and maintain sufficient intellectual property protection for our existing product candidates or any other product candidates that we may identify, or if the scope of the intellectual property protection we currently have or obtain in the future is not sufficiently broad, our competitors could develop and commercialize product candidates similar or identical to ours, and our ability to successfully commercialize our existing product candidates and any other product candidates that we may pursue may be impaired; third parties may claim that we are infringing, misappropriating or otherwise violating their intellectual property rights, the outcome of which would be uncertain and may prevent or delay our development and commercialization efforts; our business is subject to global financial and economic conditions and geopolitical events, including overall market volatility in the global financial markets, as well as political, trade and regulatory developments; our business is subject to economic, political, regulatory and other risks associated with international operations; our future success depends on our ability to retain key employees, directors, consultants and advisors and to attract, retain and motivate qualified personnel; a pandemic, epidemic, or outbreak of an infectious disease may materially and adversely affect our business, including our preclinical studies, clinical trials, trial sites, third parties on whom we rely, our supply chain, our ability to raise capital, our ability to conduct regular business and our financial results; if we fail to maintain an effective system of disclosure controls

and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired, and other risks, uncertainties, and assumptions described under “Risk Factors” in Item 1A of Part I, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of Part II and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”).

Any forward-looking statements made herein speak only as of the date of this Quarterly Report, and you should not rely on forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, performance, or achievements reflected in the forward-looking statements will be achieved or will occur. Except as required by applicable law, we undertake no obligation to update any of these forward-looking statements for any reason after the date of this Quarterly Report or to conform these statements to actual results or revised expectations. Additionally, certain information we may disclose (either herein or elsewhere) is informed by the expectations of various stakeholders or third-party frameworks and, as such, may not necessarily be material for purposes of our filings under U.S. federal securities laws, even if we use “material” or similar language in discussing such matters.

GENERAL

Unless the context otherwise requires, all references in this Quarterly Report to “we,” “us,” “our,” “atai” or the “Company” refer to ATAI Life Sciences N.V and its consolidated subsidiaries prior to the consummation of the strategic combination with Beckley Psytech Limited (the “Beckley Psytech Acquisition”), to Atai Beckley N.V. and its consolidated subsidiaries after the consummation of the Beckley Psytech Acquisition and prior to the Redomiciliation Transaction (as defined below) and to AtaiBeckley Inc. and its consolidated subsidiaries after the consummation of the Redomiciliation Transaction. In addition, “AtaiBeckley” refers to AtaiBeckley Inc. and its consolidated subsidiaries after the consummation of the Redomiciliation Transaction. References to "Quarterly Report" herein refer to this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 and references to “Form 10-K” and “Annual Report” herein refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

All reports we file with the SEC are available for download free of charge via the Electronic Data Gathering Analysis and Retrieval (EDGAR) System on the SEC’s website at www.sec.gov. We also make electronic copies of our reports available for download, free of charge, through our investor relations website at ir.ataibeckley.com as soon as reasonably practicable after filing such material with the SEC.

We may announce material business and financial information to our investors using our investor relations website at ir.ataibeckley.com. We therefore encourage investors and others interested in AtaiBeckley to review the information that we make available on our website, in addition to following our filings with the SEC, webcasts, press releases and conference calls. Information contained on our website is not incorporated into, and does not form a part of this Quarterly Report.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ATAIBECKLEY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share amounts)

(unaudited)


	March 31,			December 31,
	2026			2025

Assets
Current assets:
Cash and cash equivalents	$	43,102		$	85,300
Securities carried at fair value		166,756			135,351
Other current investments held at fair value		20,909			35,389
Prepaid expenses and other current assets		19,299			19,644
Total current assets		250,066			275,684
Property and equipment, net		2,086			2,166
Operating lease right-of-use assets, net		1,774			1,846
Intangible assets, net		2,763			2,851
Goodwill		331			331
Digital assets		6,765			8,735
Other assets		1,092			1,110
Total assets	$	264,877		$	292,723
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	10,785		$	4,906
Accrued liabilities		9,847			14,168
Current portion of lease liabilities		310			271
Deferred revenue		1,480			1,524
Other current liabilities		2,542			2,610
Total current liabilities		24,964			23,479
Contingent consideration liability - related party		104			104
Contingent consideration liabilities		205			205
Noncurrent portion of lease liabilities		1,690			1,801
Pre-funded warrant liabilities		38,397			44,379
Other liabilities		738			754
Total liabilities	$	66,098		$	70,722
Commitments and contingencies (Note 20)
Stockholders’ equity:
Preferred stock, $0.01 par value, 37,500,000 and zero shares authorized at March 31, 2026 and December 31, 2025, respectively; no shares issued or outstanding at March 31, 2026 and December 31, 2025		—			—
Common stock, $0.01 par value at March 31, 2026 and December 31, 2025, respectively; 750,000,000 shares authorized at March 31, 2026 and December 31, 2025, respectively; 365,562,925 and 363,280,522 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		3,656			3,633
Additional paid-in capital		1,605,667			1,599,421
Accumulated other comprehensive loss		(20,604	)		(20,926	)
Accumulated deficit		(1,390,036	)		(1,360,254	)
Total stockholders’ equity attributable to AtaiBeckley Inc. stockholders		198,683			221,874
Noncontrolling interests		96			127
Total stockholders’ equity		198,779			222,001
Total liabilities and stockholders’ equity	$	264,877		$	292,723

See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.

ATAIBECKLEY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except share and per share amounts)

(unaudited)


	For the three months ended March 31,
	2026			2025
License revenue	$	202		$	202
Research and development services revenue		752			1,353
Total revenue		954			1,555
Operating expenses:
Research and development		17,414			11,328
General and administrative		14,441			10,597
Total operating expenses		31,855			21,925
Loss from operations		(30,901	)		(20,370	)
Other income (expense), net:
Interest income		78			186
Interest expense		—			(900	)
Benefit from research and development tax credits		742			28
Change in fair value of assets and liabilities, net		2,591			(5,497	)
Change in fair value of digital assets, net		(1,970	)		(212	)
Foreign exchange gain (loss), net		(409	)		456
Other income, net		87			—
Total other income (expense), net:		1,119			(5,939	)
Net loss before income taxes		(29,782	)		(26,309	)
Provision for income taxes		(20	)		(156	)
Net loss		(29,802	)		(26,465	)
Net loss attributable to noncontrolling interests		(20	)		(34	)
Net loss attributable to AtaiBeckley Inc. stockholders	$	(29,782	)	$	(26,431	)
Net loss per share attributable to AtaiBeckley Inc. stockholders — basic and diluted	$	(0.08	)	$	(0.15	)
Weighted average shares of common stock outstanding attributable to AtaiBeckley Inc. stockholders — basic and diluted		357,421,528			176,271,176

See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.

ATAIBECKLEY INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Amounts in thousands)

(unaudited)


	For the three months ended March 31,
	2026			2025
Net loss	$	(29,802	)	$	(26,465	)
Other comprehensive loss:
Foreign currency translation adjustments, net of tax		322			(682	)
Comprehensive loss	$	(29,480	)	$	(27,147	)
Net loss attributable to noncontrolling interests		(20	)		(34	)
Foreign currency translation adjustments, net of tax attributable to noncontrolling interests		(11	)		(2	)
Comprehensive loss attributable to noncontrolling interests		(31	)		(36	)
Comprehensive loss attributable to AtaiBeckley Inc. stockholders	$	(29,449	)	$	(27,111	)

See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.

ATAIBECKLEY INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Amounts in thousands, except share amounts)

(unaudited)


														Total
								Accumulated						Stockholders’
					Additional			Other						Equity Attributable to						Total
	Common Stock				Paid-In			Comprehensive			Accumulated			AtaiBeckley Inc.			Noncontrolling			Stockholders’
	Shares		Amount		Capital			Loss			Deficit			Stockholders			Interests			Equity
Balances at December 31, 2024		167,959,752	$	18,785	$	816,185		$	(18,466	)	$	(700,207	)	$	116,297		$	257		$	116,554
Issuance of common stock upon exercise of stock options		627,655		67		330			—			—			397			—			397
Issuance of common stock upon restricted stock units vest		1,069,057		118		(118	)		—			—			—			—			—
Issuance of common stock, net of issuance costs of $4.1 million		30,119,048		3,151		55,966			—			—			59,117			—			59,117
Stock-based compensation expense		—		—		3,355			—			—			3,355			—			3,355
Foreign currency translation adjustment, net of tax		—		—		—			(682	)		—			(682	)		(2	)		(684	)
Net loss		—		—		—			—			(26,431	)		(26,431	)		(34	)		(26,465	)
Balances at March 31, 2025		199,775,512	$	22,121	$	875,718		$	(19,148	)	$	(726,638	)	$	152,053		$	221		$	152,274


														Total
								Accumulated						Stockholders’
					Additional			Other						Equity Attributable to						Total
	Common Stock				Paid-In			Comprehensive			Accumulated			AtaiBeckley Inc.			Noncontrolling			Stockholders’
	Shares		Amount		Capital			Loss			Deficit			Stockholders			Interests			Equity
Balances at December 31, 2025		363,280,522	$	3,633	$	1,599,421		$	(20,926	)	$	(1,360,254	)	$	221,874		$	127		$	222,001
Issuance of common stock upon exercise of stock options		661,938		7		814			—			—			821			—			821
Issuance of common stock upon restricted stock units vest		1,620,465		16		(16	)		—			—			—			—			—
Stock-based compensation expense		—		—		5,448			—			—			5,448			—			5,448
Foreign currency translation adjustment, net of tax		—		—		—			322			—			322			(11	)		311
Net loss		—		—		—			—			(29,782	)		(29,782	)		(20	)		(29,802	)
Balances at March 31, 2026		365,562,925	$	3,656	$	1,605,667		$	(20,604	)	$	(1,390,036	)	$	198,683		$	96		$	198,779

See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.

ATAIBECKLEY INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(unaudited)


	For the three months ended March 31,
	2026			2025
Cash flows from operating activities
Net loss	$	(29,802	)	$	(26,465	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		5,448			3,355
Noncash change in the fair value of digital assets, net		1,970			212
Depreciation and amortization of long-term assets		167			216
Noncash lease expense		72			138
Amortization of debt discount		—			149
Noncash change in the fair value of assets and liabilities, net		(1,255	)		5,862
Unrealized foreign exchange (gain) loss		372			(494	)
Other (income) expense, net		(78	)		915
Changes in operating assets and liabilities:
Prepaid expenses and other assets		183			(59	)
Accounts payable		5,957			36
Accrued liabilities		(4,105	)		(1,395	)
Deferred revenue		(19	)		(311	)
Net cash used in operating activities		(21,090	)		(17,841	)
Cash flows from investing activities
Cash paid for securities carried at fair value		(31,134	)		(4,996	)
Proceeds from sale of other investment held at fair value		9,481			—
Cash paid for digital assets		—			(5,000	)
Cash paid for asset acquisition		—			(750	)
Cash paid for property and equipment		—			(268	)
Net cash used in investing activities		(21,653	)		(11,014	)
Cash flows from financing activities
Proceeds from issuance of shares upon exercise of stock options		821			397
Proceeds from equity offerings, net of commissions		—			59,772
Cash paid for common stock issuance costs		—			(564	)
Net cash provided by financing activities		821			59,605
Effect of foreign exchange rate changes on cash		(276	)		32
Net increase (decrease) in cash, cash equivalents and restricted cash		(42,198	)		30,782
Cash, cash equivalents and restricted cash – beginning of the period		85,300			27,505
Cash, cash equivalents and restricted cash – end of the period	$	43,102		$	58,287
Supplemental disclosures:
Cash paid for interest	$	—		$	590
Cash paid for taxes	$	33		$	99
Supplemental disclosures of noncash investing and financing information:
Right of use asset obtained in exchange for operating lease liabilities	$	—		$	1,709
Receivable from exercise of stock options	$	84		$	—

See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.

ATAIBECKLEY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Organization and Description of Business

AtaiBeckley Inc. (“AtaiBeckley”, “Company”), headquartered in New York, New York, was founded in 2025 through the strategic combination of atai Life Sciences N.V. and Beckley Psytech Limited (“Beckley Psytech”). AtaiBeckley, along with its subsidiaries, is a clinical-stage biotechnology company aiming to create breakthroughs for people with difficult-to-treat mental health conditions. The Company is advancing a pipeline of interventional psychiatric product candidates designed to address the complex nature of mental health disorders. The Company believes that these investigational compounds have the potential to become fast-acting, durable, and commercially scalable therapies for mental health patients in need of new treatment options.

The Company's research is focused on developing rapid-acting, effective and durable mental health treatments that can deliver large-scale patient impact. The Company is committed to leading a new era of mental health treatment – one that not only offers relief from symptoms, but the possibility of an improved quality of life and lasting change.

The Company has built a diversified pipeline of drug and discovery development programs, including psychedelic and non-psychedelic compounds. Psychedelics are emerging as novel therapies for mental health disorders, such as depression and, with growing scientific support, recent regulatory advancements and increasing patient and physician acceptance. There is a growing body of clinical evidence that supports the development of psychedelics, which the Company believes may have potential therapeutic benefits, such as a rapid onset of effect and sustained efficacy after a short-course of administration. The Company believes these programs, which include new molecular entities as well as variants of known compounds with unique pharmacology, have the potential to address unmet needs in mental health disorders. These programs vary across stages of development, targeted indication and proposed mechanism of action, which the Company believes will improve the commercial potential and risk profile of our pipeline in the aggregate.

The Company is subject to risks and uncertainties common to clinical stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, third-party clinical research organizations and manufacturers, protection of proprietary intellectual property and technology, compliance with government regulations and the ability to secure additional capital to fund operations. Therapeutic candidates currently under development will require significant additional Research and development (“R&D”) efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s therapeutic development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from sales.

On November 5, 2025, in connection with the Company’s strategic combination with Beckley Psytech Limited, as described further under Note 4, Acquisitions, the Company changed its name from ATAI Life Sciences N.V. to Atai Beckley N.V. On December 30, 2025, in connection with the Company’s redomiciliation to the United States, as further described below, the Company changed its name to AtaiBeckley Inc.

Unless the context suggests otherwise, references to the “AtaiBeckley”, “atai”, or the “Company” refer to ATAI Life Sciences N.V and its consolidated subsidiaries prior to the consummation of the Beckley Psytech Acquisition (as defined in Note 4, Acquisitions), to Atai Beckley N.V. and its consolidated subsidiaries after the consummation of the Beckley Psytech Acquisition and prior to the Redomiciliation Transaction (as defined below) and to AtaiBeckley Inc. and its consolidated subsidiaries after the consummation of the Redomiciliation Transaction.

Redomiciliation

On December 30, 2025, as part of the previously announced plan to change the Company’s corporate domicile from the Netherlands to the United States via Luxembourg (the “Redomiciliation Transaction”), Atai Beckley N.V. merged with and into atai Life Sciences Luxembourg S.A., a Luxembourg public limited liability company (“atai LuxCo”). On December 30, 2025, atai LuxCo then consummated the conversion (the “Delaware Conversion”) of atai LuxCo into a corporation incorporated under the laws of the State of Delaware under the name AtaiBeckley Inc. As a result of the Redomiciliation Transaction, AtaiBeckley Inc. became the successor issuer to Atai Beckley N.V. pursuant to Rule 12g‑3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Liquidity and Going Concern

The Company has incurred significant losses and negative cash flows from operations since its inception. As of March 31, 2026, the Company had cash and cash equivalents of $43.1 million and short-term securities of $166.8 million and its accumulated deficit was $1.4 billion. The Company has historically financed its operations through the sale of equity securities, sale of convertible notes and revenue generated from licensing and collaboration arrangements. The Company has not generated any revenues to date from the sale of its core product candidates and does not anticipate generating any revenues from the sale of either unless and until it successfully completes development and obtains regulatory approval to market its product candidates. The Company recognizes revenue from license and research and development arrangements through Nualtis Corp. (“Nualtis”).

The Company currently expects that its existing cash and cash equivalents and short-term securities as of March 31, 2026 will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from the date the unaudited condensed consolidated financial statements are issued.

2. Basis of Presentation, Consolidation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and follow the requirements of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements as certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 6, 2026.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the Company’s financial position, its results of operations and comprehensive loss, and its cash flows for the periods presented. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any other future annual or interim period.

Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”).

Reclassifications

Certain reclassifications were made to prior period amounts in the unaudited condensed consolidated financial statements to conform with current year presentation. Reclassifications were made to the prior year presentation of the changes in operating assets and liabilities within

the condensed consolidated statement of cashflows as the changes in Deferred revenue in the prior year was included as a component of the changes in Accrued liabilities.

Consolidation

The Company's unaudited condensed consolidated financial statements include the accounts of AtaiBeckley and its subsidiaries. All intercompany balances and transactions have been eliminated in the consolidation.

The Company's policy is to consolidate all entities that it controls by ownership of a majority of the outstanding voting stock. In addition, entities that meet the definition of a variable interest entity (“VIE”) for which atai is the primary beneficiary are consolidated. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly owned, the third-party’s holding of equity interest is presented as Noncontrolling interests in the Company's unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of stockholders' equity. The portion of net earnings attributable to the noncontrolling interests is presented as Net loss attributable to noncontrolling interests in the Company's unaudited condensed consolidated statements of operations.

Ownership interests in entities over which the Company has significant influence, but not a controlling financial interest, are accounted for under either the alternative measurement under ASC Topic 321: Investments - Equity Securities (“ASC 321”) or as an equity method investment. Investments eligible for the measurement alternative under ASC 321 are carried at its initial cost, with remeasurements to fair value upon impairment or upon a price change observed in an orderly transaction of the same or similar investment of the same issuer. For equity method investments where the Company has not elected the fair value option, it records gains (losses) from investments in equity method investees, net of tax, for its proportionate share of the underlying company’s net results until the investment balance is adjusted to zero. If the Company makes subsequent additional investments in that same company, it may record additional gains (losses) based on changes to its investment basis and also may record additional income (loss) in equity method investments.

If the Company has elected the fair value option for an equity investment, the fair value of the investment will be recorded upon acquisition and any changes in fair value will be recorded as a component of other income (expense), net.

Significant Accounting Policies

During the three months ended March 31, 2026, there were no significant changes to the Company’s significant accounting policies as described in the Company’s audited consolidated financial statements as of, and for, the year ended December 31, 2025.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, which is designed to improve income statement expense disclosures, primarily by requiring new financial statement disclosures in tabular format and disaggregating information about prescribed categories underlying any relevant income statement

captions. The standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Upon adoption, the new standard may be applied prospectively or retrospectively. The Company is currently evaluating the impact that the adoption may have on its unaudited condensed consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles (Subtopic 450-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends certain aspects of the accounting for and disclosure of software costs under ASC Subtopic 350-40, Internal Use Software. The standard is effective for fiscal years beginning after December 15, 2027 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Entities may elect to apply the guidance prospectively, retrospectively, or through a modified prospective transition method. The Company is currently evaluating the impact that the adoption may have on its unaudited condensed consolidated financial statements.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (subtopic 815): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, which expands the scope exceptions within ASC Topic 815, Derivatives and Hedging, to include certain nonexchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract, including research and development funding arrangements. The standard is effective for annual fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2026, with early adoption permitted. Entities should apply the amendments either prospectively for contracts entered into on or after the date of adoption or on a modified retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings for contracts that exist as of the beginning of the annual reporting period of adoption. The Company is currently evaluating the impact that the adoption may have on its unaudited condensed consolidated financial statements.

3. Revenue

As described in Note 1, Organization and Description of Business, the Company's primary operations are inclusive of the research and development of several product candidates. The Company's ability to generate revenue will depend substantially on the successful development and eventual commercialization of product candidates. For the three months ended March 31, 2026 and 2025, the Company has not recognized revenue from its primary operations and does not expect to do so for at least the next several years. The Company does generate revenue from license agreements and research and development agreements through its Nualtis subsidiary, which is further explained below:

License Revenue

Rizafilm LLC License and Supply Agreement

In January 2025, Nualtis entered into an Amended & Restated Asset Purchase Agreement ("APA") and an Amended & Restated Supply Agreement ("Supply Agreement") with Rizafilm LLC ("Rizafilm"). Under the APA, Nualtis sold licensing and intellectual property rights of Nualtis's oral thin film technology in exchange for an upfront payment of $0.2 million and an additional $0.5 million upon completion of certain manufacturing milestones. Under the Supply Agreement, subject to approval by the Food and Drug Adminsitration (“FDA”), Nualtis will serve as the sole manufacturer of Rizafilm's products over a five year term with an automatic renewal option for an additional five years unless either party provides sufficient written notice. Additionally, the Supply Agreement requires Rizafilm to adhere to certain firm commitments.

During the three months ended March 31, 2026 , the Company recognized $0.2 million of license revenue related to the completion of certain milestones under the APA. During the three months ended March 31, 2025, the Company recognized $0.2 million of license revenue from the upfront payment under the APA.

Research and Development Services Revenue

In addition to the Company's license revenue, the Company recognizes revenue through various research and development agreements through Nualtis. In these agreements, Nualtis is responsible for performing research and development services for customers interested in leveraging Nualtis's novel oral thin film technology for drug delivery. Many of these agreements provide Nualtis either the option or the right to serve as the sole manufacturer of these drugs upon regulatory approval. For the three months ended March 31, 2026 and 2025, the Company has recognized $0.8 million and $1.4 million in revenue from research and development services. To date, none of the products subject to the Company's research and development agreements through Nualtis have obtained regulatory approval.

As of March 31, 2026 and December 31, 2025, the Company had contract liabilities of $1.5 million, which is recorded within Deferred revenue on the Company's unaudited condensed consolidated balance sheets, and consists of the upfront payments received as part of the various research and development agreements discussed above. As of March 31, 2026, approximately $1.5 million of the contract liability balance is expected to be recognized as revenue from the remaining performance obligations over the next 12 months as performance obligations are satisfied. The Company will re-evaluate the transaction price in each reporting period and as certain events are resolved or other changes in circumstances occur.

For the three months ended March 31, 2026, the Company's license revenue and research and development revenue has been recognized entirely in North America. Nualtis recognized a significant amount of research and development service revenue from two customers that individually represent more than 10% of total research and development service revenue. For the three months ended March 31, 2026, total research and development service revenue from the two customers are $0.6 million and $0.2 million.

4. Acquisitions

2025 Acquisitions

Beckley Psytech Limited

On June 2, 2025, the Company executed a share purchase agreement with Beckley Psytech, a clinical stage biotechnology company dedicated to improving the lives of people suffering from neuropsychiatric disorders by transforming psychedelics into effective and rapid-acting clinical medicines, and certain other parties thereto (the “SPA”), pursuant to which the Company agreed to acquire from the shareholders of Beckley Psytech (the “Sellers”) the entire issued share capital of Beckley Psytech not already owned by the Company (refer to Note 6, Investments, for more information) in exchange for an aggregate of 105,044,902 shares of common stock of the Company issued directly as share consideration or underlying replacement awards in each case, as set forth in the SPA (the “Beckley Psytech Acquisition”). Prior to the Company’s acquisition of Beckley Psytech, the Company had an existing investment in Beckley Psytech’s preferred shares. See Note 6, Investments, for details over the Company’s investment in Beckley Psytech prior to the acquisition.

Subsequently, on October 23, 2025, the Company and Beckley Psytech entered into a side letter deed to the SPA (the “SPA Amendment”), pursuant to which the number of Company common shares to be issued to the Sellers was reduced, on a pro-rata basis, to 103,823,190 common shares. The SPA Amendment also provided for a cash payment of $5.3 million and the issuance of 900,901 common shares, which is included in the SPA Amendment’s reduction in common shares, by the Company to a third party in connection with financial advisory services rendered to Beckley Psytech. The liability recognized by Beckley Psytech for such financial advisory services was assumed by the Company upon completion of the Beckley Psytech Acquisition.

In October 2025, prior to the Company’s acquisition of Beckley Psytech and pursuant to the terms of the SPA, Beckley Psytech distributed its 100% equity ownership of Eleusis Holdings Limited as a dividend in specie pro rata among existing Beckley Psytech shareholders based on their current ownership stakes in Beckley Psytech. Subsequent to the Beckley Psytech’s distribution of Eleusis Holdings Limited, Eleusis Holdings Limited rebranded to Amandala Neuro Limited (“Amandala”). See Note 6, Investments, for details.

On November 5, 2025 (the “Acquisition Date”), the Beckley Psytech Acquisition was completed and the Company issued an aggregate of 103,823,021 common shares to the Sellers in the form of share consideration or shares underlying replacement awards pursuant to the SPA, reflecting a round down to the nearest whole share at the individual issuance level, which was comprised of 93,580,831 common shares issued directly to the Sellers as share consideration for Beckley Psytech, 8,695,937 RSUs and 1,546,258 stock options issued as replacement awards to the shareholders of Beckley Psytech, certain consultants of Beckley Psytech and certain equity award holders in Beckley Psytech. Additionally, 900,901 common shares were issued to a third party pursuant to the SPA Amendment. Certain RSUs issued as replacement awards were issued net of the exercise price of the Beckley option awards to which they correspond, resulting in the issuance of 6,971,912 RSUs on the Acquisition Date. The shares underlying the options and RSUs issued as replacement awards are subject to a lock-up period whereby approximately 1/12th of the underlying shares will be released from the lock-up each calendar month beginning January 2026, resulting in all shares underlying the options and RSUs being freely transferable in January 2027. Under the original terms of the agreements for the Beckley Psytech options awards for which the holders received replacement awards, the Beckley Psytech Acquisition represented an exit event that triggered the automatic acceleration of all unvested awards prior to the Acquisition Date, which was recognized in the pre-combination financial results of Beckley Psytech.

The Beckley Psytech Acquisition was accounted for as an asset acquisition involving the initial consolidation of a VIE that is not a business for which the Company was determined to be the primary beneficiary on the Acquisition Date. The Beckley Psytech Acquisition was determined to be an asset acquisition because substantially all of the fair value of the gross assets acquired was concentrated in an IPR&D asset, an intangible asset. Accordingly, the Beckley Psytech Acquisition was accounted for under ASC 810 and no goodwill was recognized. Under ASC 810, upon initial consolidation of a VIE the acquirer shall recognize a gain or loss for the difference between the sum of (a) the sum of the fair values of consideration paid (including any contingent consideration) and noncontrolling interests and (b) the reported amounts of any previously held interests; less (c) the fair value of the VIE’s identifiable assets and liabilities. In accordance with ASC 810, a gain of $6.9 million was recognized on the Beckley Psytech Acquisition during the three months ended December 31, 2025.

The net amount of the VIE’s identifiable assets and liabilities recognized with respect to the Beckley Psytech Acquisition is based upon management’s preliminary estimates of and assumptions related to the fair values of assets acquired and liabilities assumed, using currently available information and subject to the guidance on recognition and measurement in a business combination under ASC 805.

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.

(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 as 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 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.

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

In accordance with ASC 810, a gain of $6.9 million was recognized on the initial consolidation of Beckley Psytech and was recognized during the three months ended December 31, 2025. The Company incurred transaction costs of $14.3 million in connection with the Beckley Psytech Acquisition for consulting, legal, accounting and other professional fees, which were expensed as incurred as General and administrative expenses for the year ended December 31, 2025.

The fair value of the remaining net assets of Beckley Psytech acquired by the Company approximated their carrying values on the Acquisition Date. The fair value of acquired IPR&D was determined primarily using the income approach, which requires a forecast of all of the expected future cash flows with the following assumptions: net revenue attributable to Beckley Psytech’s IPR&D, operating expenses, and contributory asset charges resulting from applying a terminal growth rate at the end of the discrete period. An estimated discount rate of 17.8% was applied to the projected cash flows of Beckley Psytech’s IPR&D based on the rate of return used by a similar market participant. Immediately subsequent to the consummation of the Beckley Psytech Acquisition, the acquired IPR&D of $527 million, which was determined to have no alternative future use, was charged to Acquisition of in-process research and development for the three months ended December 31, 2025.

5. Variable Interest Entities

Consolidated VIEs

At each reporting period, the Company reassesses whether it remains the primary beneficiary for VIE 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 unaudited condensed consolidated financial statements from the date of acquisition to March 31, 2026.

As of March 31, 2026 and December 31, 2025, the Company has accounted for the following consolidated investments as VIEs:


Consolidated Entities	Relationship as of March 31, 2026	Relationship as of December 31, 2025	Date Control Obtained	Ownership % March 31, 2026	Ownership % December 31, 2025
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 March 31, 2026 and December 31, 2025, 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 the Company.

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 March 31, 2026 (in thousands):


	Perception		Recognify
Assets:
Current assets:
Cash	$	7	$	92
Prepaid expenses and other current assets		86		5
Total current assets		93		97
Total assets	$	93	$	97
Liabilities:
Current liabilities:
Accounts payable	$	937	$	114
Accrued liabilities		106		86
Other current liabilities		5		—
Total current liabilities		1,048		200
Total liabilities	$	1,048	$	200

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


	Perception		Recognify
Assets:
Current assets:
Cash	$	43	$	560
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

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 March 31, 2026. 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 March 31, 2026 or December 31, 2025.

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 March 31, 2026, the Company did not have any exposure for its investments in Innoplexus and Amandala.

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
Balance as of December 31, 2025	$	127
Net loss attributable to noncontrolling interests - preferred		(20	)
Comprehensive loss attributable to noncontrolling interests		(11	)
Balance as of March 31, 2026	$	96


	Perception
Balance as of December 31, 2024	$	257
Net loss attributable to noncontrolling interests - preferred		(34	)
Comprehensive income attributable to noncontrolling interests		(2	)
Balance as of March 31, 2025	$	221

6. Investments

Other current investments held at fair value

As of March 31, 2026 and December 31, 2025, the carrying values of Other current investments held at fair value was $20.9 million, and $35.4 million, respectively, and entirely related to the Company’s investment in Compass Pathways plc (“COMPASS”).

COMPASS Pathways plc

COMPASS is a biotechnology company dedicated to accelerating patient access to evidence-based innovation in mental health. The Company is developing its investigational COMP360 psilocybin treatment through late-stage clinical trials in Europe and North America for patients with treatment-resistant depression. The Company accounts for its COMPASS investment under ASC 321 at fair value. Any changes in fair value of the Company's investment in COMPASS are recognized as a Change in fair value of assets and liabilities, net in its unaudited condensed consolidated statements of operations.

During the three months ended March 31, 2026, the Company sold 1,347,823 American Depositary shares (“ADS”) of COMPASS at an average price of $6.92 per ADS in open market transactions, resulting in net proceeds received of $9.5 million. The Company recorded the sale of the ADS shares as a reduction in its COMPASS investment under ASC 321. The Company recognized an immaterial commission expense related to the sale, which is recognized as a General and administrative expense in its unaudited condensed consolidated statements of operations.

Based on quoted market prices, the market value of the Company’s remaining ownership in COMPASS was $20.9 million and $35.4 million as of March 31, 2026 and December 31, 2025, respectively. For the three months ended March 31, 2026 and 2025, the Company recognized a change in fair value of its COMPASS holdings of a $5.0 million loss and a $6.3 million loss, respectively, which is recognized in Change in fair value of assets and liabilities, net in its unaudited condensed consolidated statements of operations.

IntelGenx Technologies Corp.

The Company previously held investments with IntelGenx Technologies Corp. (“IntelGenx”), which was the parent company of Nualtis Corp. (formerly known as “IntelGenx Corp.”) that the Company acquired in October 2024. The Company’s investments consisted of common shares and various warrants issued in 2023 and 2024 (collectively referred to as the “Warrants”), and Call Option Units, all of which are measured at fair value. The Company’s holding in IntelGenx common shares, Warrants, and Call Option Units was written down to zero in 2024 and prior periods as IntelGenx entered into bankruptcy proceedings. The bankruptcy proceedings have concluded and IntelGenx has been dissolved. The Company no longer holds the aforementioned equity investments with IntelGenx and did not recognize any change in fair value for the three months ended March 31, 2026 or 2025. For more information regarding the Company's investment in IntelGenx equity securities, refer to Notes 6, Investments, and Note 7, Notes Receivable, in the Company's audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2026.

Other investments

The Company’s investments in the preferred stock of Beckley Psytech, prior to the Company’s acquisition of Beckley Psytech in November 2025, GABA Therapeutics, Inc. (“GABA”), and Innoplexus are not considered as in-substance common stock due to the existence of substantial liquidation preferences, and, therefore, did not have subordination characteristics that were substantially similar to common stock. Accordingly, these investments do not fall under the guidance in ASC 323, and the Company records these investments under the measurement alternative method pursuant to ASC 321 as these investments do not have readily determinable fair values.

The Company holds a 33.7% common stock investment in Amandala but does not have the ability to exercise significant influence over Amandala’s operating and financial policy as the Company does not have board representation and has contractually agreed to voting restrictions. Accordingly, the Company determined that its investment in Amandala common stock does not fall under the guidance on ASC 323 and the Company records its investment under the measurement alternative method pursuant to ASC 321 as this investment does not have readily determinable fair values.

During the three months ended March 31, 2026, the year ended December 31, 2025, and prior to the Company’s Acquisition of Beckley Psytech in November 2025, the Company evaluated all of its Other investments to determine if certain events or changes in circumstance had a significant adverse effect on the fair value of any of its investments in non-consolidated entities. Based on this analysis, the Company did not note any impairment indicators associated with the Company’s Other investments.

Further, during the three months ended March 31, 2026, the year ended December 31, 2025, and prior to the Company’s Acquisition of Beckley Psytech in November 2025, there were no observable changes in price recorded related to the Company’s Other investments.

As of March 31, 2026 and December 31, 2025, the Company did not recognize any carrying value for its investments in GABA, Innoplexus, and Amandala.

Beckley Psytech

Beckley Psytech Acquisition

As discussed in Note 4, Acquisitions, the Company acquired all outstanding shares of Beckley Psytech in November 2025. On the Acquisition Date, the Company derecognized its carrying amount of $53.9 million under Other investments in its consolidated balance sheet related to the Initial Shares, Deferred Shares, Secondary Shares, and certain warrants as Beckley Psytech is a consolidated entity after the completion of the transaction. Further, as part of the SPA, the Company no longer has rights to receive the Additional Warrants as of the Acquisition Date. The Company’s investment in Beckley Psytech prior to the acquisition is described below.

Subscription and shareholders' agreement

On January 3, 2024, the Company entered into a subscription and shareholders’ agreement (“SSA”) with Beckley Psytech and other shareholders, providing for a $50.0 million investment. The investment consists of (i) a $40.0 million primary subscription for 24,096,385 newly issued Series C preferred shares and (ii) a $10.0 million secondary purchase of 11,153,246 shares from existing shareholders, re-designated as Series C shares. In connection with the SSA, the Company received 24,096,385 warrants to purchase Series C shares at $2.158 per share, subject certain ownership limitations (“Series C Warrants”). Also under the SSA, prior to the Acquisition Date, the Company had the right to receive additional warrants to purchase Series C Shares in the event Beckley Psytech issued equity or equity linked securities pursuant to a deferred equity arrangement in connection with a prior acquisition made by Beckley Psytech, with each such warrant exercisable at an exercise price of $1.66 per share (“Additional Warrants”).

Initial Subscription and Deferred Shares

On January 3, 2024, the Company purchased 15,060,241 Series C shares for $25.0 million at $1.66 per share and delivered the executed deferred payment escrow agreement ("Escrow Agreement") to Beckley Psytech, which was a condition for the closing or completion of the transaction (“Initial Subscription”). On January 5, 2024, the Company deposited $15.0 million into escrow. Beckley Psytech was required credit as fully-paid such corresponding number of Series C Shares as corresponds with the value of each draw-down. The total number of deferred payment shares (“Deferred Shares”) was 9,036,144 with a share price of $1.66.

In October 2024 and April 2025, pursuant to the terms of the Escrow Agreement, Beckley Psytech, at its sole discretion, drew $5.0 million and $10.0 million, respectively, from the escrow account and the Company was credited 3,012,048 and 6,024,096 Series C shares, respectively. The Company determined the fair value of the October 2024 and April 2025 escrow draws were $5.3 million and $11.9 million, respectively, and recognized the fair value of the shares received in Other investments prior to the Beckley Psytech Acquisition.

Secondary sale

On January 18, 2024, the Company and Beckley Psytech entered into the Secondary Sale SPA pursuant to which the Company agreed to purchase 11,153,246 re-designated Series C shares (the “Secondary Sale Shares”) at a price of $0.8966 per share from the existing shareholders for an aggregate consideration of $10.0 million.

The Company qualified for and elected to account for the investment acquired per the SSA using the measurement alternative under ASC 321, and is included in Other investments in the consolidated balance sheets. The Company applied a calibrated model for the $35.3 million investment, to account for the Initial Shares, option to purchase the Deferred Shares, Secondary Shares, and Series C Warrants, on a relative fair value basis resulting in no initial gain or loss recognized in the consolidated statements of operations.

Additional Warrants

Prior to the acquisition of Beckley Psytech, the Company determined that the Additional Warrants meet the definition of a derivative instrument under ASC 815 and recorded the Additional Warrants at fair value with subsequent changes in fair value being reflected through the consolidated statements of operations as a Change in fair value of assets and liabilities, net.

In May 2024, Beckley Psytech issued equity pursuant to the deferred equity arrangement, and, per the SSA, the Company received 4,393,400 warrants. The Company determined that once it received the Additional Warrants, they no longer meet the definition of a derivative instrument under ASC 815, and elected to account for the warrants under ASC 321 and recognized the Additional Warrants Received as Other investment in its consolidated balance sheets. At the time of receipt, the warrants had a fair value of $1.5 million.

As a result of the Beckley Psytech Acquisition, the Additional Warrants no longer exist as of the Acquisition Date as Beckley Psytech is now a wholly owned subsidiary. For the three months ended March 31, 2025, the Company recognized a $0.5 million gain in the Change in fair value of assets and liabilities, net in its unaudited condensed consolidated statements of operations.

GABA Therapeutics, Inc.

GABA is a California based biotechnology company focused on developing GRX-917 for the treatment of anxiety, depression and a broad range of other neurological disorders. The Company is deemed to have significant influence over GABA through its total ownership interest in GABA’s equity, including the Company’s investment in GABA’s common and preferred stock, and the Company’s noncontrolling representation on GABA’s board of directors.

The Company’s investment in GABA’s common stock was accounted for in accordance with the equity method, and the carrying value of the investment in GABA common stock was reduced to zero as of December 31, 2020 due to IPR&D charges with no alternative future use and remained zero as of March 31, 2026.

The Company’s investment in GABA’s preferred stock did not meet the criteria for in-substance common stock. As such, the investment in GABA’s preferred stock is accounted for under the measurement alternative pursuant to ASC 321.

As of March 31, 2026, the Company's remaining obligation to purchase additional shares of Series A preferred stock from GABA is for up to $0.9 million at the same price per share as its initial investment upon the achievement of specified contingent milestones. As of March 31, 2026, the contingent milestones have not been met.

GABA’s net losses attributable to the Company were determined based on the Company’s ownership percentage of preferred stock in GABA and recorded to the Company’s investments in GABA preferred stock. As of March 31, 2026 and December 31, 2025, the investment in GABA’s preferred stock had a carrying value of zero.

Innoplexus AG

Innoplexus is a technology company that provides “Data as a Service” and “Continuous Analytics as a Service” solutions that aims to help healthcare organizations leverage their technologies and expedite the drug development process across all stages—preclinical, clinical, regulatory and commercial. The Company first acquired investments in Innoplexus in August 2018 with an additional investment in December 2020, bringing its aggregate ownership percentage to 35%. The Company's ownership percentage remains at 35% as of March 31, 2026.

The Company had significant influence over Innoplexus through its noncontrolling representation on the investee’s board. Accordingly, the Company’s investment in Innoplexus’ common stock was accounted for in accordance with the equity method. The Company’s investment in Innoplexus’ preferred stock did not meet the criteria for in-substance common stock. As such, the investment in Innoplexus’ preferred stock was accounted for under the measurement alternative under ASC 321. The carrying value of the Company’s investment in Innoplexus was zero as of March 31, 2026 and December 31, 2025.

In February 2021, the Company entered into a Share Purchase and Assignment Agreement (the “Innoplexus SPA”) to sell its shares of common and preferred stock held in Innoplexus to a current investor of Innoplexus (the “Purchaser”) in exchange for an initial purchase price of approximately $2.4 million. In addition, the Company is entitled to receive contingent payments based on the occurrence of subsequent equity transactions or liquidity events at Innoplexus as determined under the Innoplexus SPA.

Pursuant to the Innoplexus SPA, the Purchaser is required to hold a minimum number of shares equivalent to the number of shares purchased from the Company through December 31, 2026. In the event that the Purchaser is in breach of this requirement, the Purchaser is required to pay the Company an additional purchase price of approximately $9.6 million. The transaction was accounted for as a secured financing as it did not qualify for sale accounting under ASC 860, Transfers and Servicing (“ASC 860”), due to the provision under the Innoplexus SPA which constrained the Purchaser from its right to pledge or exchange the underlying shares and provided more than a trivial benefit to the Company. The initial proceeds from the transaction are reflected as a secured borrowing liability of $2.4 million and $2.5 million as of March 31, 2026 and December 31, 2025, respectively, which is included in Other current liabilities in the Company’s unaudited condensed consolidated balance sheets.

In addition, the Innoplexus SPA also provides the right for the Company to receive additional consideration with a maximum payment outcome of $22.3 million should the equity value of Innoplexus exceed certain thresholds upon the occurrence of certain events. The Company concluded that this feature met the definition of a derivative which required bifurcation. As the probability of the occurrence of certain events defined in the Innoplexus SPA was less than remote, the Company concluded that the fair value of the embedded derivative ascribed to this feature was de minimis as of March 31, 2026.

Amandala Neuro Limited

Amandala was previously a wholly owned subsidiary of Beckley Psytech and operated Beckley Psytech’s ELE-101 program, a novel intravenous formulation of psilocin, the active metabolite of psilocybin, that is being developed to address certain neuropsychiatric disorders such as treatment resistant depression and major depressive disorder.

In October 2025, prior to the Company’s acquisition of Beckley Psytech and pursuant to the terms of the SPA (defined in Note 4, Acquisitions), Beckley Psytech distributed the equity ownership of Amandala as a dividend in specie pro rata among existing Beckley Psytech shareholders based on their current ownership stakes in Beckley Psytech. In October 2025, Beckley Psytech distributed 297,653,598 ordinary shares of Amandala to its shareholders, and the Company received 100,208,918 ordinary shares, which is equivalent to approximately 33.7% of the total shares distributed.

The Company determined that it does not have the ability to exercise significant influence over Amandala’s operating and financial policy, and, therefore, accounted for its investment in Amandala using the measurement alternative under ASC 321. As there is no cost basis for the dividend in specie, the Company recognized the fair value of the Amandala common stock upon receipt, which was zero as of the date of receipt. As of March 31, 2026 and December 31, 2025, the carrying value of the Company’s investment in Amandala continues to be zero.

Summarized Financial Information

The following is a summary of financial data for investments accounted for under the equity method of accounting (in thousands):

Balance Sheets


	March 31, 2026		December 31, 2025
	GABA		GABA
Current assets	$	43	$	443
Noncurrent assets		409		—
Total assets	$	452	$	443

Current liabilities	$	3,208	$	3,910
Noncurrent liabilities		897		—
Total liabilities	$	4,105	$	3,910

Statements of Operations


	For the three months ended March 31, 2026		For the three months ended March 31, 2025
	GABA		GABA
Gain (loss) from continuing operations	$	17	$	(255	)
Net gain (loss)	$	17	$	(255	)

7. Notes Receivable

IntelGenx Technologies Corp.

Prior to the Company's acquisition of Nualtis in October 2024, the Company had outstanding loan agreements and convertible notes with IntelGenx, which are measured at fair value as the Company had qualified for and elected the fair value option. The Company discharged its secured debt it held with IntelGenx, which included the debtor-in-possession financing and the certain term loan, in consideration of its acquisition of Nualtis. In addition to the aforementioned secure debt, the Company held unsecured debt, which included the 2023 Initial Notes, the 2023 Subsequent Notes, and the IntelGenx 2023 Term Loan Note with IntelGenx (collectively the “IntelGenx Unsecured Debt”). The Company’s holding in the IntelGenx Unsecured Debt was written down to zero in 2024 as IntelGenx entered into bankruptcy proceedings. The bankruptcy proceedings have concluded and IntelGenx has been dissolved, resulting in the IntelGenx Unsecured Debt being discharged. The Company no longer holds the IntelGenx Unsecured Debt and did not recognize any change in fair value for the three months ended March 31, 2026 and 2025. For more information regarding the Company's investment in IntelGenx debt securities, refer to Notes 6, Investments, and Note 7, Notes Receivable, in the Company's audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2026.

Amandala Neuro Limited Notes Receivable

Upon the acquisition and consolidation of Beckley Psytech in November 2025, the Company recognized $1.5 million of loans receivable Beckley Psytech holds from Amandala (the “Amandala Notes Receivable”). The Amandala Notes Receivable are non-interest bearing and are recognized at costs net of expected credit losses with $0.7 million and $0.6 million recognized as Prepaid expenses and other current assets within the unaudited condensed consolidated balance sheet as of March 31, 2026 and December 31, 2025, respectively, as well as $0.8 million and $0.9 million recognized as Other assets within the unaudited condensed consolidated balance sheet as of March 31, 2026 and December 31, 2025, respectively.

For the three months ended March 31, 2026, the Company recognized a $0.1 million reversal of a previous expected credit loss related to the Amandala Notes Receivable. The Company recognized the reversal of the expected credit loss as Other income, net in the unaudited condensed consolidated statement of operations.

8. Fair Value Measurement

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation (in thousands):


	Fair Value Measurements as of
	March 31, 2026
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	20,124	$	—	$	—	$	20,124
Investment in securities at fair value:
U.S. treasuries		—		166,756		—		166,756
Other current investments held at fair value		20,909		—		—		20,909
Digital assets		6,765		—		—		6,765
	$	47,798	$	166,756	$	—	$	214,555
Liabilities:
Contingent consideration liability - related party		—		—		104		104
Contingent consideration liabilities		—		—		205		205
Pre-funded warrant liabilities		38,397		—		—		38,397
	$	38,397	$	—	$	309	$	38,706


	Fair Value Measurements as of
	December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	65,423	$	—	$	—	$	65,423
Investment in securities at fair value:
U.S. treasuries		—		135,351		—		135,351
Other current investments held at fair value		35,389		—		—		35,389
Digital assets		8,735				—		8,735
	$	109,547	$	135,351	$	—	$	244,898
Liabilities:
Contingent consideration liability - related party	$	—	$	—	$	104	$	104
Contingent consideration liabilities		—		—		205		205
Pre-funded warrant liabilities		44,379		—		—		44,379
	$	44,379	$	—	$	309	$	44,688

Investment in securities at fair value

The Company elected the fair value option for the securities in its investment portfolio. The fair value is based on quoted market prices, when available. When a quoted market price is not readily available, the Company uses the market price from its last sale of similar assets. The cash and cash equivalents held by the Company are categorized as Level 1 investments as quoted market prices are readily available for these investments. All other investments in the investment portfolio are categorized as Level 2 investments as inputs utilized to fair value these securities are either directly or indirectly observable, such as the market price from the last sale of similar assets.

The unrealized gains and losses on the available-for-sale securities, represented by change in the fair value of the investment portfolio, is reported in earnings. Since the investment in the available-for-sale securities are already measured at fair value, no separate credit losses would be recorded in the financials.

For the three months ended March 31, 2026 and 2025, the Company recognized a $1.6 million gain and $0.5 million gain, respectively, related to the change in fair value in its available for sale securities recognized as a Change in fair value of assets and liabilities, net in its unaudited condensed consolidated statements of operations.

Other current investments held at fair value

COMPASS Pathways plc

The Company determines the fair value of its COMPASS investment by taking the publicly available share price as of the balance sheet date multiplied by the number of shares the Company holds. There are no non-observable inputs in determining the fair value. For the three months ended March 31, 2026 and 2025, the Company recognized a change in fair value of its COMPASS holdings of a $5.0 million loss and $6.3 million loss, respectively, which is recognized in Change in fair value of assets and liabilities, net in its unaudited condensed consolidated statements of operations.

Beckley Psytech

As described in Note 6, Investments, and prior to the acquisition of Beckley Psytech, the Company determined that the Additional Warrants meet the definition of a derivative instrument under ASC 815 and recorded the Additional Warrants at fair value with subsequent changes in fair value being reflected through the unaudited condensed consolidated statements of operations in the Change in fair value of assets and liabilities, net. At the Acquisition Date, Beckley Psytech became a wholly owned subsidiary and the Additional Warrants no longer exist. For the three months ended March 31, 2025, the Company recognized a $0.5 million gain in the Change in fair value of assets and liabilities, net in its unaudited condensed consolidated statements of operations.

Digital assets

Under ASC 350-60, the Company’s digital assets are measured at fair value based on quoted prices on active exchanges, and, are therefore, categorized as Level 1 investments in the fair value hierarchy. The Company recognizes changes in the fair value of its digital assets as gains or losses in Change in fair value of digital assets on the Company's unaudited condensed consolidated statements of operations during the period in which they occur.

For the three months ended March 31, 2026, and 2025 the Company recognized losses of $2.0 million and $0.2 million, respectively, related to the change in fair value in its Bitcoin holding, which is recognized as a Change in fair value of digital assets, net in its unaudited condensed consolidated statements of operations.

Convertible Promissory Note

As described in Note 14, Debt, the Company previously issued certain convertible notes that were converted to common shares of the Company pursuant to a conversion feature in September 2025. Prior to conversion, the Company measured the conversion option at fair value on a quarterly basis as well as immediately prior to conversion with any changes in the fair value recognized as Change in fair value of assets and liabilities, net in the unaudited condensed consolidated statements of operations.

Immediately prior to conversion, the conversion option fair value was estimated utilizing the Company’s stock price on the date of conversion. Prior to conversion, the fair value of the conversion option was estimated utilizing the Black-Scholes option pricing model and was classified as Level 3 in the fair value hierarchy based on the nature of the inputs and valuation techniques. The Black-Scholes option pricing model was based on the estimated market value of the underlying common stock at the valuation measurement date, the remaining contractual term of the conversion feature, risk-free interest rates, expected dividends, and expected volatility of the price of the underlying common stock. The expected volatility was based upon the historical volatility of daily lognormal returns on atai shares.

For the three months ended March 31, 2025, the Company recorded a loss of $0.1 million as a result of the change in fair value of the New Convertible Notes.

Contingent consideration liability – related party

The contingent consideration liability - related party in the fair value measurement table above relates to milestone and royalty payments in connection with the acquisition of Perception Neuroscience Holdings, Inc. (“Perception”) in 2018. The fair value of the contingent consideration liabilities—related parties was determined based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. The fair value of the contingent milestone and royalty liabilities was estimated based on the discounted cash flow valuation technique. The technique considered the following unobservable inputs:

•

the probability and timing of achieving the specified milestones and royalties as of each valuation date,

•

the probability of executing the license agreement,

•

the expected first year of revenue, and

•

market-based discount rates.

The fair value of the Perception contingent milestone and royalty liabilities could change in future periods depending on prospects for the outcome of R-Ketamine milestone meetings with the FDA or other regulatory authorities, and whether the Company realizes a significant increase or decrease in sales upon commercialization.

The most significant assumptions in the discounted cash flow valuation technique that impacts the fair value of the milestone contingent consideration are the projected milestone timing and the probability of the milestone being met. Further, significant assumptions in the discounted cash flow that impacts the fair value of the royalty contingent consideration are the projected revenue over ten years, the timing of royalties on commercial revenue, and the probability of success rate for a commercial R-Ketamine product. As of December 31, 2025, the Company expects that the revenue projection over the ten year term is de minimis and no longer includes the contingent royalty payment in the total fair value of the contingent consideration.

The valuations as of March 31, 2026 and December 31, 2025 used inputs that were unobservable inputs with the most significant being the discount rates for royalties on projected commercial revenue and clinical milestones and probability of success estimates over the following ten years, which represent Level 3 measurements within the fair value hierarchy. The discount rate used for clinical milestones was 13% for the valuations as of March 31, 2026 and December 31, 2025 and the probability of success for the milestones was 5% for March 31, 2026 and December 31, 2025.

The fair value of the contingent milestone and royalty liabilities for Perception was estimated to be $0.1 million and $0.1 million as of March 31, 2026 and December 31, 2025, respectively, and the Company did not recognize any change in fair value for the three months ended March 31, 2026 and 2025.

Contingent Consideration Liabilities

The contingent consideration liabilities in the fair value measurement table above relate to milestone payments in connection with the acquisition of DemeRx IB, Inc. (“DemeRx”), and TryptageniX, Inc. (“TryptageniX”). The fair value of the contingent consideration liabilities were determined based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. The fair value of the contingent milestone and royalty liabilities was estimated based on the discounted cash flow valuation technique. The technique considered the following unobservable inputs:

•

market-based discount rates, and

•

the probability and timing of achieving the specified milestones as of each valuation date.

DemeRx

In October 2023, the Company and DemeRx, Inc. entered into a Stock Purchase and Framework Agreement which resulted in the Company's acquisition of DemeRx, Inc.’s equity ownership of DemeRx IB (the “Stock Purchase”), in exchange for consideration that included, among other items, earn-out consideration of up to an additional $8.0 million payable to DemeRx, Inc. contingent upon the achievement of certain development milestones directly related to DemeRx’s oral capsule formulation of ibogaine (“DMX-1002”) program. The earn-out consideration was recorded at fair value in contingent consideration as a liability under ASC 480 and the fair value is adjusted each quarter and reflected in other income and expense in the statement of operations.

The fair value of the DemeRx contingent milestone could change in future periods depending on prospects for the outcome of ibogaine milestone meetings with the FDA or other regulatory authorities. The most significant assumptions in the discounted cash flow valuation technique that impacts the fair value of the milestone contingent consideration are the projected milestone timing and the probability of the milestone being met. The valuations as of March 31, 2026 and December 31, 2025 used inputs that were unobservable inputs with the most significant being the discount rates (range of 12.4%-12.6% for both the March 31, 2026 and December 31, 2025 valuation) and the probability of success of certain clinical milestones (range of 4%-5% for both March 31, 2026 and December 31, 2025), which both inputs represent Level 3 measurements within the fair value hierarchy.

The fair value of the contingent milestone for DemeRx was estimated to be $0.2 million and $0.2 million as of March 31, 2026 and December 31, 2025, respectively, and the Company did not recognize any change in fair value for the three months ended March 31, 2026 and 2025.

TryptageniX

The fair value of the contingent liability for TryptageniX was estimated to be an immaterial amount as of both March 31, 2026 and December 31, 2025. The contingent liability is comprised of research and development milestone success fee payments and royalties payments. The fair value of the success fee liability was estimated based on the scenario-based method within the income approach. The fair value of the contingent liability for TryptageniX was determined based on significant unobservable inputs, including the discount rate, estimated probabilities of success, and timing of achieving certain clinical milestones. The fair value of the royalties liability was determined to be de minimis as the products are in the early stages of development. The Company will continue to assess the appropriateness of the fair value of the contingent liability as the products continue through development. The Company did not recognize any change in fair value three months ended March 31, 2026 and 2025 related to the TryptageniX contingent liability.

Pre-funded warrant liabilities

As described in Note 15, Stockholders’ Equity, the Company recognizes the June 2025 and July 2025 Pre-Funded Warrants, respectively, at fair value as Pre-funded warrant liabilities within its unaudited condensed consolidated balance sheet under ASC 815. The change in fair value of the Company's June 2025 and July 2025 Pre-Funded Warrants is recognized as a Change in fair value of assets and liabilities, net

in its unaudited condensed consolidated statements of operations. The fair value of these instruments are estimated based on the Company's stock price observable in the market less the exercise price, which represents a Level 1 measurement within the fair value hierarchy. For the three months ended March 31, 2026, the Company recognized $6.0 million gain related to the change in fair value of the June 2025 and July 2025 Pre-funded Warrants.

The following table provides a roll forward of the aggregate fair values of the Company’s financial instruments described above, for which fair value is determined using Level 3 inputs (in thousands):


	Contingent Consideration Liability - Related Parties (i)		Contingent Consideration Liabilities (ii)
Balance as of December 31, 2025	$	104	$	205
Change in fair value		—		—
Balance as of March 31, 2026	$	104	$	205

(i) Includes Perception milestone based contingent consideration liability.
(ii) Includes contingent consideration liability related to DemeRx IB Stock Purchase as well as contingent consideration liability related to the TryptageniX research and development milestone success fee payments and royalties payments.


	Beckley Psytech Additional Warrants		New Convertible Notes Conversion Feature		Contingent Consideration Liability - Related Parties (i)		Contingent Consideration Liabilities (ii)
Balance as of December 31, 2024	$	2,783	$	2,611	$	110	$	212
Change in fair value		519		122		—		—
Balance as of March 31, 2025	$	3,302	$	2,733	$	110	$	212

(i) Includes Perception's milestone-based contingent consideration liability.
(ii) Includes the contingent consideration liability related to DemeRx IB Stock Purchase and the contingent consideration liability related to the TryptageniX
research and development milestone success fee payments and royalties payments.

9. Prepaid Expenses and Other Current Assets

Prepaid expenses consist of the following (in thousands):


	March 31, 2026		December 31, 2025
Tax receivables	$	13,154	$	13,135
Prepaid research and development related expenses		2,590		3,715
Other		1,736		946
Accounts receivable, net		864		667
Short-term notes receivable, net		691		625
Prepaid insurance		264		556
Total	$	19,299	$	19,644

10. Property and Equipment

Property and equipment consisted of the following (in thousands):


	March 31, 2026		December 31, 2025
Manufacturing equipment	$	1,734	$	1,734
Furniture and fixtures		8		8
Laboratory and office equipment		236		236
Computer equipment		29		29
Leasehold improvements		564		564
	$	2,571	$	2,571
Less: accumulated depreciation and amortization		485		405
Total	$	2,086	$	2,166

As of March 31, 2026 and December 31, 2025, all of the Company’s in use manufacturing equipment, laboratory and office equipment and computer equipment were located in North America and are comprised of assets used in Nualtis’s operations. The Company had $1.0 million of manufacturing equipment not in service located in Germany also owned by Nualtis as of March 31, 2026 and December 31, 2025.

For the three months ended March 31, 2026 and 2025, depreciation and amortization expense on property and equipment was $0.1 million and $0.1 million, respectively.

11. Intangible Assets, Goodwill, and Digital Assets

Intangible Assets

Definite-lived Intangible Assets

In connection with the Company’s acquisition of Nualtis in October 2024, the Company acquired ownership and intellectual property rights to Nualtis’s Oral Thin Film (“OTF”) platform technology. This platform technology serves as the foundation and platform to deliver active pharmaceutical ingredients for both the Company’s and other potential customer products. Collectively, the OTF Technologies will serve as a platform for both the Company's and other potential customers' own products. The Company determined there to be legal and competitive factors that limit the useful life of these OTF Technologies and therefore designated them as a definite-lived intangible asset.

In addition, the Company acquired a manufacturing contract with regards to Nualtis's right to manufacture gBelBuca, a generic version of Belbuca®, an opioid that is used to manage chronic pain severe enough to require daily, around-the-clock, long-term treatment. This manufacturing contract includes potential future royalty and milestone payments, for which the Company is now eligible to receive.

In accordance with the acquisition method of accounting, the Company allocated the acquisition cost for the transaction to the underlying assets acquired and liabilities assumed, based upon the estimated fair values of those assets and liabilities at the date of acquisition. The value allocated to the OTF Technology was $2.4 million, which will be amortized over the remaining estimated useful life of approximately 10 years from the time of acquisition. The value allocated to the gBelBuca contract was $0.2 million, which will be amortized over the estimated remaining useful life of approximately 19 years from the time of acquisition.

In addition to the definite-lived intangible assets above, the Company's definite-lived intangible assets also includes internal-use software costs, which will be amortized over the estimated remaining useful life of approximately 4.2 years from the date the software was put into service.

Indefinite-lived Intangible Assets

As of March 31, 2026, the Company owned various intellectual property, including clinical trial data from previously consolidated or wholly owned subsidiaries and other intangible assets. The Company has designated each of these intangible assets to be indefinite-lived as there are no characteristics that limit each asset's useful life.

The Company continually evaluates whether events or circumstances have occurred that indicate that the carrying value of the intangible assets may be impaired or that the estimated remaining useful lives of these assets may warrant revision. As of March 31, 2026, the Company determined that no intangible assets were impaired and that there are no facts or circumstances that would indicate a need for changing the estimated remaining useful lives of these assets.

Intangible assets consisted of the following (in thousands):

          
         March 31, 2026

         December 31, 2025

          
         Remaining Useful Lives

AtaiBeckley Inc. 10-Q