As filed with the United States Securities and Exchange Commission on March 6, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATAIBECKLEY INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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41-3357923
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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c/o atai Life Sciences US, Inc.
c/o Industrious NYC
250 West 34th Street
New York, NY 10119
(Address of principal executive offices) (Zip code)
ATAIBECKLEY INC. 2021 INCENTIVE AWARD PLAN
(Full title of the plan)
Ryan Barrett
Chief Legal and Business Officer
c/o atai Life Sciences US, Inc.
c/o Industrious NYC
250 West 34th Street
New York, NY 10119
+1 929 207 2670
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
With copies to:
Nathan Ajiashvili
Kaj Nielsen
Irina Yevmenenko
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
(212) 906-1200
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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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 7(a)(2)(B) of the
Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by AtaiBeckley Inc. (the “Registrant”) for the purpose of registering (i) an additional 27,971,012 shares of common stock, par value $0.01 per share (“Common
Stock”), that have been automatically added to the number of shares authorized for issuance under the AtaiBeckley Inc. 2021 Incentive Award Plan (the “2021 Plan”) pursuant to an “evergreen” provision, which allows for an annual increase in the
number of shares of the Registrant’s common stock authorized for issuance thereunder, and (ii) an additional 701,945 shares of Common Stock that became or may become available for issuance under the 2021 Plan. The additional shares registered
pursuant to the 2021 Plan are of the same class as other securities relating to the 2021 Plan for which a Registration Statement on Form S-8, as amended by Post-Effective Amendment No.1 (File No. 333-257482), is effective.
Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statement are incorporated by reference herein to the extent not modified or superseded hereby or by any
subsequently filed document, which is incorporated by reference herein or therein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Exhibits
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Incorporated by Reference
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Exhibit
Number
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Exhibit Title
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Form
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File No.
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Exhibit
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Filing Date
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Certificate of Incorporation of the Registrant
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S-8 POS
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333-257482
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3.1
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12/31/2025
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Bylaws of the Registrant
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S-8 POS
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333-257482
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3.2
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12/31/2025
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Opinion of Latham & Watkins LLP
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Consent of Deloitte & Touche LLP, independent registered public accounting firm.
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Consent of PricewaterhouseCoopers LLP, independent auditors
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Consent of Latham & Watkins LLP (included in Exhibit 5.1)
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Power of Attorney (included on signature page)
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AtaiBeckley Inc. 2021 Incentive Award Plan
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S-8 POS
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333-257482
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99.1
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12/31/2025
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Filing Fee Table
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*
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Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Acton, Massachusetts, on March 6, 2026.
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ATAIBECKLEY INC.
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By:
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/s/ Ryan Barrett
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Ryan Barrett
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Chief Legal and Business Officer
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Each person whose signature appears below hereby constitutes and appoints Srinivas Rao and Ryan Barrett, or each of them singly, with full power to act without the other, such person’s true and lawful
attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including
post-effective amendments to this registration statement, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done in connection therewith as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Srinivas Rao
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Chief Executive Officer and Director
(Principal Executive Officer)
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March 6, 2026
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Srinivas Rao
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/s/ Anne Johnson
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Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
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March 6, 2026
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Anne Johnson
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/s/ Christian Angermayer
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Chairman and Director
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March 6, 2026
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Christian Angermayer
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/s/ Scott Braunstein
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Vice-Chairman and Director
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March 6, 2026
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Scott Braunstein
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/s/ Laurent Fischer
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Director
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March 6, 2026
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Laurent Fischer
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/s/ Andrea Heslin Smiley
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Director
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March 6, 2026
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| Andrea Heslin Smiley | ||
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/s/ Robert Hershberg
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Director
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March 6, 2026
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Robert Hershberg
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/s/ John Hoffman
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Director
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March 6, 2026
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John Hoffman
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/s/ Amir Kalali
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Director
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March 6, 2026
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Amir Kalali
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/s/ Sabrina Martucci Johnson
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Director
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March 6, 2026
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Sabrina Martucci Johnson
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Exhibit 5.1
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1271 Avenue of the Americas
New York, New York 10020-1401
Tel: +1.212.906.1200 Fax: +1.212.751.4864
www.lw.com
FIRM / AFFILIATE OFFICES
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March 6, 2026
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Austin
Beijing
Boston
Brussels
Chicago
Dubai
Düsseldorf
Frankfurt
Hamburg
Hong Kong
Houston
London
Los Angeles
Madrid
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Milan
Munich
New York
Orange County
Paris
Riyadh
San Diego
San Francisco
Seoul
Silicon Valley
Singapore
Tel Aviv
Tokyo
Washington, D.C.
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AtaiBeckley Inc.
c/o atai Life Sciences US, Inc.
c/o Industrious NYC
250 West 34th Street
New York, NY 10119
| Re: |
Registration Statement on Form S-8; 28,672,957 shares of Common Stock, par value $0.01 per share, of AtaiBeckley Inc.
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To the addressees set forth above:
We have acted as special counsel to AtaiBeckley Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”)
of a registration statement on Form S–8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of up to an aggregate of 28,672,957 shares (the “Shares”) of the
Company’s common stock, par value $0.01 per share, which may be issued pursuant to the AtaiBeckley Inc. 2021 Incentive Award Plan (the “2021 Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as expressly stated herein with respect to the
issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon the foregoing and upon certificates and
other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein only as to the General Corporation Law of the State of Delaware, as amended (the “DGCL”),
and we express no opinion with respect to any other laws.
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March 6, 2026
Page 2
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Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in
the name or on behalf of the recipients thereof, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the 2021 Plan, assuming that the individual grants or awards under the 2021 Plan
are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the 2021 Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the
issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company
will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We
consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission thereunder.
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Sincerely,
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/s/ Latham & Watkins LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 6, 2026 relating to the financial statements of AtaiBeckley Inc., appearing in the Annual Report on Form 10-K of AtaiBeckley Inc. for the year ended December 31, 2025.
/s/ Deloitte & Touche LLP
Morristown, New Jersey
Mach 6, 2026
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of AtaiBeckley Inc. of our report dated August 13, 2025 relating to the financial statements of Beckley Psytech Limited, which appears in Atai Beckley
N.V.'s (f/k/a ATAI Life Sciences N.V.) Current Report on Form 8-K dated September 29, 2025.
/s/ PricewaterhouseCoopers LLP
Reading, United Kingdom
March 6, 2026
Exhibit 107
CALCULATION OF FILING FEE TABLES
Form S-8
(Form Type)
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| | | | $ | $ | $ | ||
| Total Offering Amounts | $ | $ | |||||
| Total Fee Offsets(4) | | ||||||
| Net Fee Due | $ | ||||||
| (1) | In accordance with Rule 416
under the Securities Act of 1933, as amended,
this registration statement shall be deemed to cover any additional securities
that may from time to time be offered or issued to prevent dilution resulting
from stock splits, stock dividends or similar transactions. |
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(2)
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Consists of an additional 28,672,957 shares of common
stock issuable under the AtaiBeckley Inc. 2021
Incentive Award Plan (the “2021 Plan”) pursuant to the terms of the 2021
Plan.
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(3)
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Estimated solely for the purpose of calculating
the registration fee pursuant to Rules 457(c) and 457(h) of the
Securities Act of 1933, as amended, and based upon the average of the high and
low prices of AtaiBeckley Inc.’s (the “Registrant”) common stock as reported on
The Nasdaq Stock Exchange on March 5,
2026.
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(4)
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The Registrant does not have any fee offsets.
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