ATAI

Business Context and Reporting Period

Company: AtaiBeckley Inc. (ATAI)
Filing Type: Form 8-K (Current Report)
Date of Report: July 15, 2026
Event: Entry into a Material Definitive Agreement (Agreement and Plan of Merger) with Eli Lilly and Company ("Parent").

AtaiBeckley Inc. has agreed to be acquired by Eli Lilly and Company via a merger with Albali Acquisition Corporation, a wholly-owned subsidiary of Eli Lilly. Upon closing, AtaiBeckley will become a wholly-owned subsidiary of Eli Lilly. The transaction was unanimously approved by the AtaiBeckley Board of Directors.

Key Financial Metrics and Transaction Terms

This filing details the terms of the proposed merger rather than historical financial performance. Key financial terms include:

• Cash Consideration: $6.75 per share in cash (the "Closing Amount").
• Contingent Value Rights (CVRs): One CVR per share, representing the right to receive up to an aggregate of $2.50 per share upon achievement of specific milestones.
• Total Potential Consideration: Up to $9.25 per share ($6.75 cash + $2.50 CVR).
• Termination Fee: $104,300,000 payable by AtaiBeckley to Eli Lilly under specific termination scenarios (e.g., Superior Proposal or Change of Board Recommendation).

Note: The filing text does not provide current revenue, profit, cash flow, margins, debt, or liquidity figures for AtaiBeckley Inc.

Material Changes and Milestone Details

The primary material change is the execution of the Merger Agreement. The CVR payments are contingent on the following milestones:

1. Up to $1.00 per share: Initiation of a Phase 3 clinical trial of VLS-01 prior to the 4th anniversary of Closing.
2. Up to $0.50 per share: U.S. regulatory approval and DEA rescheduling of BPL-003 prior to the 5th anniversary of Closing.
3. Up to $1.00 per share: U.S. regulatory approval and DEA rescheduling of VLS-01 prior to the 7th anniversary of Closing.

Equity Award Treatment:

• Stock Options: In-the-money options (exercise price < $6.75) will be cashed out for the spread plus one CVR per share. Out-of-the-money options will be cancelled for no consideration.
• RSUs: Will be cancelled in exchange for cash equal to the Closing Amount ($6.75) plus one CVR per share.
• Pre-Funded Warrants: Will remain outstanding and exercisable into the merger consideration.

Guidance, Outlook, Risks, and Conditions

Conditions to Closing:

• Approval by holders of a majority of outstanding Common Stock.
• Expiration or termination of the HSR Act waiting period and receipt of other required antitrust approvals.
• Absence of laws or orders prohibiting the Merger.
• Accuracy of representations and warranties and compliance with covenants by both parties.
• No Material Adverse Effect on the Company.

Termination Rights:

• Either party may terminate if the Effective Time has not occurred by the "Outside Date" (6 months, extendable to 9 months for regulatory delays).
• AtaiBeckley may terminate to accept a Superior Proposal (subject to a termination fee).
• Eli Lilly may terminate if the Board changes its recommendation or if the Company materially breaches the agreement.

Risks and Uncertainties:

• Failure to obtain stockholder or regulatory approval.
• Failure to achieve CVR milestones.
• Diversion of management attention from ongoing operations.
• Disruption to business relationships and employee retention.
• Global macroeconomic conditions and trade disputes.

Investor Verification Checklist

• Proxy Statement: Review the definitive Proxy Statement for detailed financial data, risk factors, and the full text of the Merger Agreement.
• Stockholder Approval: Confirm the date and outcome of the special meeting required to approve the Merger Agreement.
• Regulatory Status: Monitor the status of HSR Act waiting periods and other antitrust clearances.
• CVR Terms: Verify the specific definitions of "initiation of Phase 3" and "DEA rescheduling" in the CVR Agreement to understand the likelihood of milestone payments.
• Termination Fee: Assess the $104.3 million termination fee obligation and the specific triggers for its payment.
• Equity Awards: Confirm the specific treatment of individual equity awards (options/RSUs) based on current exercise prices and vesting status.