📜 What This Document Is 📧

This document is a Definitive Proxy Statement, which is a formal filing sent by AtaiBeckley Inc. to its stockholders before the annual meeting. Think of it as a comprehensive instruction manual and corporate report card for the company. 🎓 The primary goal is to inform you about the Annual Meeting of Stockholders, detailing which proposals will be voted on, who is on the board, and how corporate governance works.

👉 Key Takeaway: The purpose is for stockholders to review all necessary information and vote on important matters, such as electing new directors and ratifying the company's accounting firm.

🏢 Company Overview and Strategy 🧬

AtaiBeckley Inc. is a biopharmaceutical company that recently underwent major corporate changes. The company was formed following a strategic combination of atai Life Sciences and Beckley Psytech, and then redomiciled from the Netherlands to become a Delaware corporation. 🌎 These foundational steps were designed to align the company's legal structure with its U.S. listing and shareholder base, simplifying operations for future growth.

👉 Key Takeaway: The "Redomiciliation Transaction" (occurring on December 30, 2025) was a major corporate milestone that moved the company into Delaware and combined the operations of two major entities.

🗓️ Annual Meeting Logistics and Voting 🗳️

The Annual Meeting of Stockholders is scheduled for Thursday, June 4, 2026, at 11:00 a.m. Eastern Time. The meeting will be completely virtual, accessible online at www.virtualshareholdermeeting.com/ATAI2026. 💻

• Record Date: The date for determining who is entitled to vote is the close of business on April 9, 2026. On this date, there were 366,916,896 shares of common stock issued and outstanding and entitled to vote.
• Voting Process: Stockholders must cast their vote, preferably electronically (Internet or telephone), by June 3, 2026, at 11:59 p.m. Eastern Time.
• Quorum: A quorum (the minimum number of votes needed for the meeting to proceed) requires the presence or representation of at least one-third in voting power of the stock.

🗳️ The Key Proposals for Vote 🎯

The annual meeting requires stockholder votes on two specific, critical items. The Board of Directors unanimously recommends voting FOR both proposals.

• Proposal 1: Election of Directors (Class I): Stockholders will vote to elect three new directors: Sabrina Martucci Johnson, Amir Kalali, M.D., and Andrea Heslin Smiley. These directors will hold office until the Company’s annual meeting in 2029.
  • How it works: The three nominees receiving the highest number of "FOR" votes will be elected (plurality of the votes cast).
• Proposal 2: Ratification of Independent Public Accounting Firm: Stockholders are asked to ratify the appointment of Deloitte & Touche LLP to serve as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
  • Why it matters: While ratification is not legally required by the bylaws, the Board is submitting it because they value the stockholders' input and it is good governance practice.

🧑‍💼 Executive Officer Leadership 💼

The company’s management team is composed of highly experienced professionals with deep backgrounds in the biopharmaceutical and technology sectors. 🔬

• Key Leadership Roles:
  • Srinivas Rao, M.D., Ph.D. (Age 57): Co-Founder and Chief Executive Officer.
  • Michael Faerm (Age 59): Chief Financial Officer.
  • Anne Johnson (Age 57): Chief Accounting Officer.
  • Kevin Craig, M.D. (Age 53): Chief Medical Officer.
  • Gerd Kochendoerfer, Ph.D. (Age 58): Chief Operating Officer.
  • Glenn Short, Ph.D. (Age 56): Chief Scientific Officer.
  • Ryan Barrett (Age 45): Chief Legal and Business Officer.

⭐ Director Nominees and Expertise 🌟

The nominees bring specialized and extensive experience crucial to the life sciences industry.

• Sabrina Martucci Johnson: She has experience building successful companies and launching innovative products into specialty markets. She founded Dare Bioscience, Inc. and has prior board experience at Aethlon Medical, Inc.
• Amir Kalali, M.D.: His background includes over 20 years in life sciences and technology, and he is actively involved in promoting decentralized research methods (Co-Chair of the Decentralized Trials and Research Alliance).
• Andrea Heslin Smiley: She offers more than 25 years of commercialization and management experience in the biopharmaceutical industry, having served in various roles at Eli Lilly and Company.

🛡️ Corporate Governance Framework 🌐

The Board maintains robust policies to ensure ethical operations and protect shareholder value. Corporate governance is managed by several independent committees.

• Board Committees: The Board has established four key committees:
  • Audit Committee: Oversees financial reporting and reviews the company's financial policies.
  • Compensation Committee: Manages risk related to executive compensation plans.
  • Nominating and Corporate Governance Committee: Responsible for identifying and evaluating potential Board members.
  • Science and Technology Committee: Oversees risks and strategies associated with R&D and technology.
• Independence Check: The Board found that all directors, except Srinivas Rao (CEO) and Christian Angermayer (Chairman), qualify as "independent" under Nasdaq rules.
• Key Policies: The company enforces strict rules regarding misconduct, including the Code of Conduct and the Recovery of Erroneously Awarded Compensation Policy (Clawback Policy), which mandates recovering incentive compensation received erroneously.

📊 Independent Accounting and Auditing 💹

The Audit Committee reviewed the U.S. GAAP audited financial statements for the fiscal year ended December 31, 2025. ✅ They confirmed the independence of Deloitte & Touche LLP.

• Audit Fees: The total fees billed by Deloitte & Touche LLP were $3,017 thousand for the fiscal year ended 2025, compared to $2,803 thousand in 2024.
• Audit Significance: The Audit Committee recommended that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

🌐 Important Company Processes and Procedures ✨

This section details crucial rules and mechanisms governing how the company operates and communicates with its owners.

• Investor Communication: Stockholders can submit questions by visiting www.virtualshareholdermeeting.com/ATAI2026 or by email to [email protected] (before 11:59 p.m. ET on June 3, 2026).
• Proxy Voting Methods: Stockholders have multiple options to vote: by Telephone (1-800-690-6903), by Internet (www.proxyvote.com), or by Mail.
• Revocation: Stockholders can change or revoke their vote until the closing of voting facilities on June 3, 2026.

📞 How to Contact and Find More Info 📍

If you need assistance or more details, the proxy statement provides specific contact resources.

• Technical Support: For questions regarding the meeting, technical assistance is provided at www.virtualshareholdermeeting.com/ATAI2026.
• Householding Services: For issues with receiving physical copies or modifying proxy materials, contact Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department.
• Corporate Secretary: For general governance questions, use [email protected].

🧠 The Analogy

Voting at an Annual Meeting of Stockholders is like giving the board of directors a comprehensive report card. It’s not just about passing a single grade; it’s about reviewing the school's entire operations—from its finances (Audit Committee) to its rules (Code of Conduct) and its leadership (Director Elections)—to ensure the institution is strong and ready for the next decade of learning and growth.

🧩 Final Takeaway

This filing confirms AtaiBeckley Inc.'s successful corporate restructuring in the US and outlines a structured vote for two key matters: electing new directors and ratifying the annual auditor. The document demonstrates a commitment to transparent governance and strong corporate oversight.