AtaiBeckley Inc. filed a Form 8-K with the SEC on September 11, 2026, reporting the completion of its merger with Eli Lilly and Company, under which AtaiBeckley became a wholly owned subsidiary of Eli Lilly.

Key Highlights

  • Merger closed September 11, 2026: Albali Acquisition Corporation, an indirect wholly owned subsidiary of Eli Lilly, merged with and into AtaiBeckley Inc., with AtaiBeckley surviving as a wholly owned subsidiary of Eli Lilly.
  • Cash consideration of $6.75 per share: Each share of common stock outstanding at the effective time was converted into the right to receive $6.75 in cash, without interest, subject to applicable tax withholding.
  • Contingent value right of up to $2.50 per share: Each share also received one CVR representing the right to receive up to $2.50 in additional cash upon achievement of specified clinical and regulatory milestones.
  • Three CVR milestones defined: Up to $1.00 per share for Phase 3 initiation of VLS-01 by the 4th anniversary of closing; up to $0.50 for U.S. approval and DEA rescheduling of BPL-003 by the 5th anniversary; and up to $1.00 for U.S. approval and DEA rescheduling of VLS-01 by the 7th anniversary.
  • Equity awards cancelled at effective time: In-the-money stock options and RSUs were cancelled in exchange for cash and one CVR per share; out-of-the-money options were cancelled for no consideration.
  • Nasdaq notified of merger consummation: The company notified Nasdaq of the completion of the merger and requested suspension of trading of its common stock on September 11, 2026.

AtaiBeckley-Eli Lilly Merger: Terms and Conditions at Closing

According to the filing, the merger was consummated on September 11, 2026, pursuant to an Agreement and Plan of Merger dated July 15, 2026, among AtaiBeckley Inc. (NASDAQ:ATAI), Eli Lilly and Company, and Albali Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary of Eli Lilly. The merger had been previously disclosed in a Form 8-K filed July 16, 2026. At the effective time, Merger Sub merged with and into the Company, with AtaiBeckley surviving as a wholly owned subsidiary of Eli Lilly.

The filing states that each share of AtaiBeckley common stock, par value $0.01 per share, outstanding immediately prior to the effective time was converted into the right to receive (i) $6.75 per share in cash, without interest, plus (ii) one contingent value right per share. The CVRs, governed by a Contingent Value Rights Agreement entered into at or immediately prior to the effective time between Eli Lilly and Computershare Trust Company, N.A. and Computershare, Inc. as rights agent, represent the right to receive up to an aggregate of $2.50 in additional cash per CVR, conditioned on the achievement of three specified milestones within defined time periods. The filing notes that CVRs are not transferable except in limited circumstances, will not be registered under the Securities Act or the Exchange Act, will not be listed on any securities exchange, and carry no voting or dividend rights.

Regarding equity awards, the filing discloses that in-the-money stock options and all outstanding RSUs were cancelled at the effective time, with holders becoming entitled to a cash payment based on the $6.75 closing amount plus one CVR per underlying share. Stock options with exercise prices equal to or greater than $6.75 per share were cancelled for no consideration. The filing also notes that each company equity incentive plan and related award agreements were terminated as of the effective time, and that AtaiBeckley effected the termination of applicable subsidiary equity awards and the wind-up and dissolution of ATAI Life Sciences HSOP GbR.

What Was Disclosed

AtaiBeckley Inc. disclosed the completed acquisition by Eli Lilly on September 11, 2026, including per-share merger consideration of $6.75 in cash plus one CVR worth up to $2.50 contingent on clinical and regulatory milestones, and the treatment of all outstanding equity awards at closing.