UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 25, 2022, ATAI Life Sciences N.V. (the “Company”) held its annual general meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders approved the amendment in their entirety of the Company’s articles of association (as amended, the “Amended Articles”) to: (i) add a new clause to expressly require a quorum of, at least, 33-1/3% of the common shares at any general meeting of shareholders (the “Quorum Amendment”); and (ii) add a new clause providing that the sole and exclusive forum for any complaint asserting a cause of action arising under the United States Securities Act of 1933, as amended, to the fullest extent permitted by applicable law, shall be the federal district courts of the United States of America (the “Federal Forum Selection Amendment”) .
The Amended Articles, along with a copy marked to show changes from the prior articles of association (additions are underlined), are filed herewith as Exhibits 3.1 and 3.2, respectively. The foregoing descriptions of the Quorum Amendment and the Federal Forum Selection Amendment contained in the Amended Articles do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended Articles, which is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 25, 2022, the Company held the Annual Meeting. As of April 27, 2022, the record date for the Annual Meeting, there were approximately 160,732,785 common shares outstanding. Each common share is entitled to one vote on any matter presented at the Annual Meeting as a voting item.
The following are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2022.
Proposal 1 - Appointment of the external auditor for the fiscal year 2022 for purposes of Dutch law:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 107,119,813 | 88,804 | 17,817 | — |
Proposal 2 - Re-appointment of Michael Auerbach as a supervisory director:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 80,348,058 | 5,794,991 | 11,633 | 21,071,752 |
Proposal 3 - Re-appointment of Jason Camm as a supervisory director:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 81,684,717 | 4,457,026 | 12,939 | 21,071,752 |
Proposal 4 - Extension of the authorization of the Company’s management board to issue shares and grant rights to subscribe for shares:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 79,008,645 | 6,615,456 | 530,581 | 21,071,752 |
Proposal 5 - Extension of the authorization of the Company’s management board to limit and exclude pre-emption rights:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 79,521,997 | 6,594,871 | 37,814 | 21,071,752 |
Proposal 6 - Extension of the authorization of the Company’s management board to acquire shares (or depositary receipts for such shares) in the Company’s capital:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 81,266,631 | 4,874,724 | 13,327 | 21,071,752 |
Proposal 7 - Articles Amendment A - Approval of amendment of Articles of Association to provide for a quorum of, at least, 33-1/3% of common shares at any general meeting of shareholders and authorization to implement such amendment:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 81,462,359 | 124,094 | 4,568,229 | 21,071,752 |
Proposal 8 - Articles Amendment B - Approval of amendment of Articles of Association to include U.S. federal forum selection clause and authorization to implement such amendment:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 85,906,597 | 214,999 | 33,086 | 21,071,752 |
Based on the foregoing votes, the shareholders re-appointed Michael Auerbach and Jason Camm as supervisory directors to serve until the 2025 annual general meeting of shareholders of the Company, and approved Proposals 1, 4, 5, 6, 7 and 8.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Articles of Association of ATAI Life Sciences N.V., as amended on May 25, 2022. | |
| 3.2 | Articles of Association of ATAI Life Sciences N.V., as amended on May 25, 2022, marked to show amendments. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ATAI LIFE SCIENCES N.V. | ||||||
| Date: May 27, 2022 | By: | /s/ Florian Brand | ||||
| Name: | Florian Brand | |||||
| Title: | Chief Executive Officer | |||||