Eli Lilly to buy AtaiBeckley (Nasdaq: ATAI) in $2.8B cash, CVR deal
Rhea-AI Filing Summary
AtaiBeckley Inc. agreed to be acquired by Eli Lilly and Company via a merger under which each AtaiBeckley share will receive $6.75 in cash at closing plus one non-transferable contingent value right (CVR) for up to an additional $2.50 in cash per share.
Each CVR pays cash only if milestones are met: up to $1.00 per share for initiation of a Phase 3 trial of VLS-01 within four years of closing, $0.50 for U.S. approval and DEA rescheduling of BPL-003 within five years, and $1.00 for U.S. approval and rescheduling of VLS-01 within seven years.
The upfront price values AtaiBeckley at about $2.8 billion, with CVRs adding up to $1.0 billion more, representing roughly a 40% premium to the 30-day VWAP. Closing, targeted for the third quarter, is subject to stockholder and regulatory approvals and other conditions; a $104.3 million termination fee and voting agreements covering about 15% of shares are included in the deal terms.
Positive
- All-cash consideration of $6.75 per share plus CVRs implies an upfront equity value of about $2.8 billion with potential for $1.0 billion more, representing a roughly 40% premium to the 30-day volume-weighted average price.
Negative
- Completion of the transaction remains subject to stockholder approval, multiple regulatory clearances and other conditions, and CVR payments of up to $2.50 per share are contingent on future clinical and regulatory milestones that may not be achieved.
Filing Explained
CVRs would be non-transferable contractual cash rights, while pre-funded warrants remain outstanding through the proposed closing.
The
Each CVR is a contractual right to contingent cash, is non-transferable except in limited circumstances, and has no equity, voting, dividend, exchange-listing, or registration rights.
Pre-funded warrants outstanding immediately before closing would remain outstanding and be exercisable for the same merger consideration that the underlying shares would have received.
Before closing, the company is subject to no-shop restrictions that limit soliciting or negotiating competing proposals, with exceptions for qualifying superior proposals and a
The filing says the company plans to file a proxy statement and later seek stockholder approval; antitrust and other regulatory clearances, along with other closing conditions, must also be satisfied or waived before the merger becomes effective.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Cash merger consideration: $6.75 per share
CVR potential payment: $2.50 per share
Upfront equity value: $2.8 billion
+4 more
7 metrics
Cash merger consideration
$6.75 per share
Cash paid per AtaiBeckley common share at closing
CVR potential payment
$2.50 per share
Maximum additional cash per share tied to BPL-003 and VLS-01 milestones
Upfront equity value
$2.8 billion
Aggregate equity value of the cash consideration
Potential CVR equity value
$1.0 billion
Aggregate potential equity value if all CVR milestones are achieved
Premium to 30-day VWAP
40%
Premium to 30-day volume-weighted average price ended July 15, 2026
Termination fee
$104,300,000
Break-up fee payable by AtaiBeckley to Lilly in specified circumstances
Voting agreement stake
15%
Approximate portion of outstanding shares subject to voting and support agreements
Key Terms
Contingent Value Right, Hart-Scott-Rodino Antitrust Improvements Act of 1976, Breakthrough Therapy Designation, Superior Proposal, +2 more
6 terms
Contingent Value Right financial
"each, a “CVR” and collectively, the “CVRs”), representing the right to receive up to an aggregate of $2.50"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
"the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended"
Breakthrough Therapy Designation medical
"BPL-003 has been granted Breakthrough Therapy Designation by the U.S. Food and Drug Administration"
A breakthrough therapy designation is a regulatory fast-track given to a drug or treatment that shows early signs of providing a major improvement over existing options for a serious condition. Think of it as a VIP lane that can speed up development and more intensive guidance from regulators, which matters to investors because it can shorten time to market, reduce development risk and potentially increase a company’s value — though it does not guarantee approval.
Superior Proposal financial
"an unsolicited alternative acquisition proposal that the Board has determined constitutes, or would reasonably be expected to lead to or result in, a superior proposal"
A superior proposal is a competing offer to buy or merge with a company that is materially better than an existing deal, typically offering higher cash, stronger terms, or fewer conditions. It matters to investors because it can raise the expected payout or change deal certainty—like getting a higher bid at an auction, a superior proposal can increase share value or prompt renegotiation of the transaction.
no-shop financial
"the Company and its representatives will be subject to customary “no-shop” restrictions prohibiting the Company from soliciting alternative proposals"
A no-shop is a contractual promise by a company that it will not seek, solicit, or negotiate alternative offers for a set period while a potential deal is being discussed. For investors, it matters because it increases the likelihood that a proposed transaction will proceed without competing bids, which can lock in a price or limit the chance of a higher offer; think of it like agreeing to date exclusively while one person decides whether to commit.
Intervening Event financial
"in response to a Superior Proposal or an Intervening Event (each as defined in the Merger Agreement)"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What are the key terms of Eli Lilly's acquisition of AtaiBeckley (ATAI)?
Lilly will acquire AtaiBeckley for $6.75 per share in cash at closing plus one CVR for up to $2.50 more per share. The structure delivers about $2.8 billion upfront equity value with potential for an additional $1.0 billion tied to milestones.
How does the AtaiBeckley (ATAI) merger price compare to recent trading levels?
The cash consideration represents a premium of approximately 40% to AtaiBeckley’s 30-day volume-weighted average trading price ended July 15, 2026. This premium reflects Lilly’s valuation of AtaiBeckley’s pipeline, including BPL-003 and VLS-01, and compensates shareholders for selling control.
What milestones trigger contingent value right payments for AtaiBeckley (ATAI)?
Each CVR can pay up to $2.50 per share: $1.00 for starting a Phase 3 VLS-01 trial within four years of closing, $0.50 for U.S. approval and DEA rescheduling of BPL-003 within five years, and $1.00 for U.S. approval and rescheduling of VLS-01 within seven years.
When is the Lilly–AtaiBeckley (ATAI) deal expected to close and what approvals are needed?
Closing is targeted for the third quarter, subject to approval by AtaiBeckley stockholders, expiration or termination of applicable Hart-Scott-Rodino waiting periods, other required antitrust and regulatory clearances, and customary conditions regarding representations, covenants and absence of injunctions.
What termination fee applies if the AtaiBeckley (ATAI) merger does not proceed?
AtaiBeckley may owe Lilly a termination fee of $104,300,000 in specified circumstances, including entering a superior acquisition agreement or certain failures to close followed by another deal. This fee is a standard deal-protection mechanism in large strategic acquisitions.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 15, 2026
(Exact name of Registrant as Specified in Its Charter)
|
|
|
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
||
|
|
|
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Registrant’s Telephone Number, Including Area Code: (332 )
282-0507
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
|
|
|
|
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).
Emerging growth company ☒
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 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement.
|
Agreement and Plan of Merger
On July 15, 2026, AtaiBeckley Inc. (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Eli Lilly and Company, an Indiana corporation (“Parent”), and Albali Acquisition Corporation, a Delaware corporation and indirect wholly
owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to satisfaction or waiver of the conditions therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent. The Merger Agreement has been unanimously approved by the Company’s board of directors (the “Board”).
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, at the effective time of the Merger (the “Effective
Time”) each share of the Company’s common stock, par value $0.01 per share (the “Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (x) shares held in
the treasury of the Company, owned by the Company or any of its subsidiaries, or owned by Parent, Merger Sub or any of their wholly owned subsidiaries, and (y) Dissenting Shares (as defined in the Merger Agreement)) will be converted into the right
to receive (i) $6.75 (the “Closing Amount”) per share in cash, without interest, plus (ii) one contingent value right per share (each, a “CVR” and collectively, the “CVRs”),
representing the right to receive up to an aggregate of $2.50 in cash per CVR upon achievement, if any, of specified clinical and regulatory milestones, payable in accordance with the terms of a Contingent Value Rights Agreement (the “CVR Agreement”) to be entered into between Parent and a rights agent selected by Parent and reasonably acceptable to the Company (the foregoing clauses (i) and (ii), collectively, the “Merger Consideration”), less any applicable tax withholding. Each CVR will entitle its holder to the following cash payments conditioned on achievement within specific time periods: (1) up to $1.00 per share upon initiation of
a Phase 3 clinical trial of VLS-01 prior to the 4th anniversary of the Closing (as defined in the Merger Agreement), (2) up to $0.50 per share upon U.S. regulatory approval and Drug Enforcement Agency (“DEA”) rescheduling of BPL-003
prior to the 5th anniversary of the Closing and (3) up to $1.00 per share upon U.S. regulatory approval and DEA rescheduling of VLS-01 prior to the 7th anniversary of the Closing.
Contingent Value Rights Agreement
In connection with the Merger, at or immediately prior to the Effective Time, Parent will execute and deliver the CVR Agreement with a rights agent. Under the CVR
Agreement, each CVR will represent the contractual right to receive a contingent cash payment upon the achievement of certain specified milestones. The CVRs will not be transferable (except in limited circumstances), will not be registered under the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will not be listed on any
securities exchange, and will not have any voting or dividend rights. The CVRs will not represent any equity or ownership interest in Parent, the Company, or the surviving corporation.
Treatment of Equity Awards
The Merger Agreement provides for the following treatment of the Company’s equity awards:
| • |
at the Effective Time, each option to purchase Common Stock granted under a Company equity incentive plan (each, a “Company Stock Option”) with a per share exercise
price that is less than the Closing Amount that is outstanding immediately prior to the Effective Time, whether or not vested (each, a “Company Cash-Out Stock Option”), will be cancelled, and, in
exchange therefor, the holder of such Company Cash-Out Stock Option will be entitled to receive (A) an amount in cash (without interest and less applicable tax withholdings) equal to the product of (1) the total number of shares subject to
such Company Cash-Out Stock Option immediately prior to the Effective Time (for Company Cash-Out Stock Options subject to performance-based vesting, assuming applicable performance goals are achieved in full) multiplied by (2) the excess of
the Closing Amount over the applicable exercise price per share under such Company Cash-Out Stock Option and (B) one CVR for each share subject to such Company Cash-Out Stock Option immediately prior to the Effective Time (without regard to
vesting);
|
| • |
at the Effective Time, each Company Stock Option having an exercise price equal to or greater than the Closing Amount that is outstanding immediately prior to the Effective Time, whether or not vested, will be
cancelled for no consideration;
|
| • |
at the Effective Time, each restricted stock unit granted under a Company equity incentive plan (“Company RSU”) that is outstanding, and unvested, or vested but not yet
settled, in each case immediately prior to the Effective Time, will be cancelled, and, in exchange therefor, the holder of such Company RSU will be entitled to receive (A) an amount in cash (without interest and less applicable tax
withholdings) equal to the product of (1) the total number of shares subject to such Company RSU immediately prior to the Effective Time multiplied by (2) the Closing Amount and (B) one CVR for each share of Common Stock subject to such
Company RSU immediately prior to the Effective Time (without regard to vesting); and
|
| • |
each Company equity incentive plan and award agreement thereunder shall be terminated effective as of the Effective Time.
|
In addition, each pre-funded warrant to purchase shares of Common Stock (each, a “Pre-Funded Warrant”) outstanding
immediately prior to the Effective Time will remain outstanding following the Effective Time and will be exercisable into the same consideration as the holder thereof would have been entitled to receive if it had been, immediately prior to the
Effective Time, the holder of the number of shares of Common Stock then issuable upon exercise in full of the Pre-Funded Warrant.
The obligation of each party to effect the Merger is subject to the satisfaction or waiver of certain conditions, including (i) the adoption of the Merger Agreement by
the holders of at least a majority of the outstanding shares of Common Stock (the “Company Stockholder Approval”), (ii) (A) the expiration or termination of the waiting period applicable to the Merger
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (B) the receipt of any other required approvals or clearances under applicable antitrust laws and (C) any agreement with certain specified governmental bodies not to
consummate or to delay consummation of the transactions contemplated by the Merger Agreement shall have expired or been terminated, and (iii) the absence of any law or governmental order preventing, prohibiting or making illegal the consummation of
the Merger. In addition, the obligation of Parent and Merger Sub to effect the Merger is subject to the satisfaction or waiver of additional conditions, including (i) the accuracy of the Company’s representations and warranties in the Merger
Agreement (subject to specified materiality qualifiers), (ii) the Company’s compliance in all material respects with its covenants and agreements under the Merger Agreement, (iii) no Company Material Adverse Effect (as defined in the Merger
Agreement) having occurred since the date of the Merger Agreement that is continuing and (iv) the absence of any pending suit, action or proceeding by a governmental body seeking to make illegal, terminate or otherwise materially alter or impair the
consummation of the Merger. The obligation of the Company to effect the Merger is subject to the satisfaction or waiver of additional conditions, including the accuracy of Parent’s and Merger Sub’s representations and warranties in the Merger
Agreement (subject to specified materiality qualifiers) and Parent’s and Merger Sub’s compliance in all material respects with their covenants and agreements under the Merger Agreement.
The Merger Agreement includes customary representations, warranties and covenants of the Company, Parent and Merger Sub, including customary covenants regarding the
operation of the business of the Company and its subsidiaries prior to the Effective Time.
The Merger Agreement provides that the Company and its representatives will be subject to customary “no-shop” restrictions prohibiting the Company from soliciting
alternative proposals from, providing confidential information to, or engaging in negotiations with, third parties regarding alternative acquisition proposals. Prior to the Effective Time, the “no-shop” provision is subject to customary exceptions
that allow the Company, under certain circumstances, to provide information to, and participate in discussions and engage in negotiations with, third parties with respect to an unsolicited alternative acquisition proposal that the Board has
determined constitutes, or would reasonably be expected to lead to or result in, a superior proposal (a “Superior Proposal”). In certain circumstances, and following compliance with Parent’s “match” rights
(including a four (4) business day notice period), the Company is permitted to terminate the Merger Agreement to enter into a transaction for a Superior Proposal. In addition, in certain circumstances, the Board may change its recommendation that the
holders of shares adopt the Merger Agreement (a “Change of Board Recommendation”) if it determines in good faith, after consultation with outside legal counsel, that the failure to do so in response to a
Superior Proposal or an Intervening Event (each as defined in the Merger Agreement) would reasonably be expected to be inconsistent with the Board’s fiduciary duties under applicable law.
Either the Company or Parent may, subject to certain exceptions, terminate the Merger Agreement (1) upon the mutual consent of the Company and the Parent, (2) if the
Effective Time has not occurred on or prior to the date that is six (6) months after the date of the Merger Agreement (the “Outside Date”), which date will automatically extend to nine (9) months, if
certain regulatory conditions under applicable antitrust and foreign direct investment laws remain unsatisfied, (3) if a governmental body of competent jurisdiction has issued a final and non-appealable governmental order, or enacted a law,
permanently restraining, enjoining or otherwise prohibiting the Merger, or (4) if the Company Stockholder Approval is not obtained at a duly convened meeting of the Company’s stockholders at which a vote was taken in respect of the Merger Agreement
and the Merger. The Company may terminate the Merger Agreement in certain additional limited circumstances, including (a) if Parent or Merger Sub breaches the Merger Agreement (subject to a cure right) in a manner that would give rise to a Parent
Material Adverse Effect, or (b) prior to the receipt of the Company Stockholder Approval, to enter into an alternative acquisition agreement with respect to a Superior Proposal, subject to payment of the termination fee. Parent may terminate the
Merger Agreement in certain additional limited circumstances, including if (i) the Company has breached its representations, warranties or covenants (subject to a cure right) in a manner that would give rise to the failure of a closing condition, or
(ii) prior to the receipt of the Company Stockholder Approval, the Board effects a Change of Board Recommendation.
Upon termination of the Merger Agreement under specified circumstances, the Company will be required to pay Parent a termination fee of $104,300,000. Specifically, this
termination fee is payable by the Company to Parent if the Merger Agreement is terminated by (1) the Company in order to enter into an alternative acquisition agreement with respect to a Superior Proposal; or (2) Parent following a Change of Board
Recommendation. The termination fee will also be payable if (1) the Merger Agreement is terminated by either party due to the Effective Time not having occurred on or prior to the Outside Date or by Parent due to a material breach by the Company; (2)
prior to such termination (but after the date of the Merger Agreement) any Person has communicated to the Board or publicly announced an Acquisition Proposal (which has not been irrevocably and publicly withdrawn); and (3) within twelve (12) months
after such termination, the Company enters into an alternative acquisition agreement with respect to an Acquisition Proposal or an Acquisition Proposal is consummated (with the 20% threshold in the definition of Acquisition Proposal increased to more
than 50% of the Company’s stock or assets for purposes of this tail provision).
The Merger Agreement provides that Company, on one hand, or Parent and Merger Sub, on the other hand, may specifically enforce the obligations under the Merger
Agreement.
The foregoing summary of the principal terms of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full copy of
the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. The summary and the copy of the Merger Agreement are intended to provide information regarding the terms of the Merger Agreement and are not intended
to modify or supplement any factual disclosures about the Company in its public reports filed with the Securities and Exchange Commission (the “SEC”). The assertions embodied in the representations and
warranties included in the Merger Agreement were made solely for purposes of the contract among the Company, Merger Sub and Parent and are subject to important qualifications and limitations agreed to by the Company, Merger Sub and Parent in
connection with the negotiated terms, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties. Moreover, some of those representations and warranties were made as of a specified
date, may be subject to a contractual standard of materiality different from those generally applicable to the Company’s SEC filings or may have been used for purposes of allocating risk among the Company, Merger Sub and Parent rather than
establishing matters as facts. Investors should not rely on the representations and warranties or any description of them as characterizations of the actual state of facts of the Company, Parent, Merger Sub or any of their respective subsidiaries or
affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, and this subsequent information may or may not be fully reflected in public disclosures by the
Company or Parent.
Voting and Support Agreements
On July 15, 2026, in connection with the execution and delivery of the Merger Agreement, Parent entered into
separate voting and support agreements (collectively, the “Support Agreements”) with (1) each of the Company’s directors and executive officers (the “D&O Signatories”)
and (2) Apeiron Investment Group, Ltd. (together with the D&O Signatories, the “Voting Agreement Signatories”). The Support Agreements provide that, among other things, each of the Voting Agreement
Signatories has agreed (i) to vote all of the shares of Common Stock held by such stockholder in favor of the adoption of the Merger Agreement, subject to certain exceptions (including the valid termination of the Merger Agreement), (ii) not to
transfer such shares of Common Stock subject to certain exceptions, and (iii) to certain other restrictions on its ability to take actions with respect to the Company and its shares of Common Stock.
The foregoing description of the Support Agreements is qualified in all respects by reference to the form of Support Agreement, which is attached as Exhibit 10.1 hereto
and incorporated by reference herein. The form of Support Agreement has been included to provide information regarding its terms. It is not intended to modify or supplement any factual disclosures about the Voting Agreement Signatories or the Company
in any public reports filed with the SEC by the Company. The assertions embodied in the representations and warranties contained in the Support Agreements were made solely for purposes of the Support Agreements and are subject to important
qualifications and limitations agreed to by the parties thereto in connection with the negotiated terms. Moreover, some of those representations and warranties were made as of a specified date, may be subject to a contractual standard of materiality
different from those generally applicable to stockholders’ or the Company’s SEC filings or may have been used for purposes of allocating risk among the parties thereto rather than establishing matters as facts. Investors should not rely on the
representations and warranties or any description of them as characterizations of the actual state of facts of the Voting Agreement Signatories, the Company, Parent or any of their respective subsidiaries or affiliates. Moreover, information
concerning the subject matter of the representations and warranties may change after the date of the Support Agreements, and this subsequent information may or may not be fully reflected in public disclosures by the Company or Parent.
| Item 7.01. |
Regulation FD Disclosure.
|
On July 16, 2026, Parent and the Company issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference in its entirety.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 |
Financial Statements and Exhibits.
|
(d) Exhibits.
|
Exhibit No.
|
Description
|
|
|
2.1*§
|
Agreement and Plan of Merger, dated as of July 15, 2026, by and among Eli Lilly and Company, Albali Acquisition Corporation and AtaiBeckley Inc.
|
|
|
10.1
|
Form of Voting and Support Agreement.
|
|
|
99.1
|
Joint Press Release of Eli Lilly and Company and AtaiBeckley Inc., dated July 16, 2026.
|
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
|
| * |
Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.
|
§Certain portions of this exhibit (indicated by “[***]”) have been redacted pursuant to Regulation S-K, Item 601(a)(6).
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer
or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Additional Information about the Acquisition and Where to Find It
The Company plans to file a proxy statement (the “Proxy Statement”) with the SEC in connection with the solicitation of proxies
to approve the Merger Agreement relating to the Merger. Promptly after filing the definitive Proxy Statement with the SEC, the Company will mail the definitive Proxy Statement and a proxy card to each stockholder entitled to vote at the special
meeting to consider the adoption of the Merger Agreement. Stockholders are urged to read the proxy statement (including any amendments or supplements thereto) and any other relevant documents that the Company will file with the SEC when they become
available because they will contain important information. Stockholders may obtain, free of charge, the preliminary and definitive versions of the Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by the
Company with the SEC in connection with the Merger at the SEC’s website (http://www.sec.gov). Copies of the Company’s definitive Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by the Company with the
SEC in connection with the Merger will also be available, free of charge, at the Company’s investor relations website (https://ir.ataibeckley.com), or by writing to AtaiBeckley Inc., Attention: Investor Relations, 250 West 34th Street, New
York, NY 10119.
Participants in the Solicitation
Under SEC rules, the Company and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the
solicitation of proxies from stockholders in connection with the Merger. Information about the directors and executive officers of the Company and their ownership of the Company’s common stock is set forth in the definitive proxy statement for the
Company’s 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”), which was filed with the SEC on April 22, 2026, including the sections captioned “Director Compensation,” “Executive Employment Agreements” and “Security Ownership of Certain
Beneficial Owners and Management,” or its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 6, 2026, and in other documents filed by the Company with the SEC. To the extent holdings of such
participants in the Company’s securities have changed since the amounts described in the 2026 Proxy Statement, such changes have been reflected on Forms 3 or Forms 4 filed with the SEC by the Company’s directors and executive officers. These
documents can be obtained free of charge from the sources indicated below. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will
be contained in the Proxy Statement and other relevant materials to be filed with the SEC in respect of the Merger when they become available.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements that involve substantial risks and uncertainties, including statements regarding: the Merger; the prospective
benefits of the Merger; the parties’ ability to satisfy the conditions to the consummation of the Merger and the expected timetable for the Merger; the anticipated occurrence, manner and timing of the closing of the Merger; potential milestone
payment amounts and terms pursuant to the CVRs; the Company’s product candidates and ongoing clinical and preclinical development; Parent’s development of programs targeting treatment-resistant depression and mental health conditions; and the
accounting treatment of the potential acquisition under GAAP and its potential impact on Parent’s financial results and financial guidance. All statements other than statements of historical facts are forward-looking statements. The words
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although
not all forward-looking statements contain these identifying words. Any forward-looking statements are based on current beliefs and expectations, and are subject to a number of risks and uncertainties that could cause actual results to differ
materially and adversely from those set forth in, or implied by, such forward-looking statements. These risks and uncertainties include, but are not limited to: the possibility that the Company’s shareholders may not approve the adoption of the
Merger Agreement; the Company’s receipt of any competing offers or acquisition proposals; a failure to (or delay in) receiving the required regulatory clearances for the Merger; a condition to closing of the Merger may not be satisfied (or waived);
the ability of each party to consummate the Merger; the closing of the Merger might be delayed or not occur at all; the diversion of management time and attention from ongoing business operations and opportunities; the response of competitors to the
Merger; the effect of the Merger and the public announcement of the Merger on the Company’s operations and its relationships with its suppliers, business partners, management and employees, including its ability to attract and retain key personnel;
Parent’s ability to successfully integrate the Company and execute on the continued development of the Company’s programs following the Closing; that all or any of the potential milestone payments pursuant to the CVRs will become payable on the terms
described herein or at all; the outcome of any legal proceedings that could be instituted against the parties to the Merger; the risks inherent in drug research, development and commercialization; disruption in the Company’s plans and operations
attributable to the Merger; changes in the Company’s business during the period between announcement and closing of the Merger; Parent’s evaluation of the accounting treatment of the potential acquisition and its potential impact on its financial
results and financial guidance; the effects of the Merger (or the announcement thereof) on the Company’s stock price; relationships with key third parties or governmental entities; regulatory changes and developments; and the impact of global
macroeconomic conditions, including trade and other global disputes and interruptions, including related to tariffs, trade protection measures, and similar restrictions. For further discussion of these and other risks and uncertainties, see Parent’s
and the Company’s periodic reports filed with the SEC. There can be no assurance that the Merger will in fact be consummated. All forward-looking statements in this communication are based on information available to Parent and the Company as of the
date of this communication. Parent and the Company each expressly disclaim any obligation to publicly update or revise the forward-looking statements, except as required by law.
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.
|
ATAIBECKLEY INC.
|
||
|
Date: July 16, 2026
|
By:
|
/s/ Srinivas Rao
|
|
Srinivas Rao
|
||
|
Chief Executive Officer
|
Exhibit 99.1
July 16, 2026
|
For Release:
|
Immediately
|
|
Refer to:
|
Jessica Bardoulas; jessica.bardoulas@lilly.com; (Media)
|
|
Michael Czapar; czapar_michael_c@lilly.com; (Investors)
|
|
|
Jason Awe, PhD; Jason.Awe@ataibeckley.com (Investors)
|
Lilly to acquire AtaiBeckley to advance therapies for treatment-resistant depression and other mental health conditions
AtaiBeckley’s lead program, BPL-003, is designed to provide durable relief from treatment-resistant depression
Acquisition expands Lilly’s neuroscience pipeline to address some of the most challenging conditions in mental health
INDIANAPOLIS and NEW YORK, July 16, 2026 – Eli Lilly and Company (NYSE: LLY) and AtaiBeckley Inc. (Nasdaq: ATAI), a clinical-stage biopharmaceutical company developing
innovative therapeutics for mental health conditions, today announced a definitive agreement for Lilly to acquire AtaiBeckley.
AtaiBeckley is advancing a pipeline of rapid-acting neuroplastogens, including multiple clinical-stage programs and a discovery pipeline of next-generation compounds. The
lead asset, BPL-003 (mebufotenin benzoate), is a synthetic form of 5-MeO-DMT administered intranasally for treatment-resistant depression, which affects millions of people in the United States.
Emerging research indicates that treatment-resistant depression and other serious mental health conditions may involve a loss of synaptic plasticity, the brain’s ability
to form and strengthen connections in regions critical to mood regulation. AtaiBeckley’s therapies are designed to restore synaptic connectivity and aim to promote the growth of new neural connections, offering a distinct mechanism from
conventional antidepressants that primarily target neurotransmitter levels.
“Treatment-resistant depression persists even after multiple treatments have failed. Millions of people are still searching for relief and desperately need a therapy that
works,” said Carole Ho, executive vice president and president, Lilly Neuroscience. “Advancing AtaiBeckley’s investigational therapies gives us a real chance to change that.”
In a Phase 2b study, BPL-003 demonstrated rapid and durable reductions in depressive symptoms following an in-clinic visit lasting approximately two hours on average,
with beneficial effects persisting for months. BPL-003 has been granted Breakthrough Therapy Designation by the U.S. Food and Drug Administration and has initiated Phase 3 activities. VLS-01, the second most advanced program of the pipeline, is a
buccal film formulation of DMT advancing in an ongoing Phase 2b study.
“Across our portfolio, we’re seeking to demonstrate that psychiatric illness is treatable at its biological root, not just its symptoms,” said Srinivas Rao, co-founder
and chief executive officer of AtaiBeckley. “Lilly’s expertise and reach are expected to accelerate that work for people whose conditions have not responded to existing treatments.”
“From Atai’s founding, our mission has been to bring transformative mental health treatments to the patients who need them most. Joining Lilly gives this pipeline, and
the patients waiting for it, the benefit of the resources and scale Lilly has to potentially advance therapies faster than we could alone. I am confident this transaction represents the best path forward for patients and shareholders,” said
Christian Angermayer, founder, largest shareholder, and chairman of the board, AtaiBeckley.
2
Under the terms of the agreement, Lilly will acquire all outstanding shares of AtaiBeckley common stock for $6.75 per share in cash upon closing; plus up
to $2.50 per share in the form of a Contingent Value Right (CVR) entitling the holder to additional cash payments upon achievement of specified development and regulatory milestones related to the BPL-003 and VLS-01 programs as follows: (a) $1.00
per share upon initiation of a Phase 3 clinical trial of VLS-01 prior to the fourth anniversary of closing; (b) $0.50 per share upon U.S. regulatory approval and DEA rescheduling of BPL-003 prior to the fifth anniversary of closing; and (c) $1.00
per share upon U.S. regulatory approval and DEA rescheduling of VLS-01 prior to the seventh anniversary of closing. The upfront cash consideration represents an aggregate equity value of approximately $2.8 billion and the CVR represents an
additional potential aggregate equity value of approximately $1.0 billion. There can be no assurance that any payments will be made with respect to the CVR.
The transaction is not subject to any financing condition and is expected to close in the third quarter, subject to approval by AtaiBeckley stockholders and satisfaction
of other customary closing conditions, including regulatory approvals. The purchase price payable at closing represents a premium of approximately 40% to the 30-day
volume-weighted average trading price of AtaiBeckley’s common stock ended on July 15, 2026. The boards of directors of both companies have approved the transaction.
To demonstrate their commitment to the transaction, Apeiron Investment Group, Ltd and all directors and officers of AtaiBeckley have signed voting and support agreements
pursuant to which each has agreed to vote to approve the transaction. The shares subject to the voting agreements represent a total of approximately 15% of AtaiBeckley’s outstanding common stock.
3
Lilly will determine the accounting treatment of this transaction in accordance with Generally Accepted Accounting Principles (GAAP) upon closing. This transaction will
thereafter be reflected in Lilly’s financial results and financial guidance.
Goldman Sachs is acting as exclusive financial advisor and Ropes & Gray is acting as legal counsel to Lilly. Moelis & Company LLC and Centerview Partners LLC are
acting as financial advisors and Latham & Watkins is acting as legal counsel to AtaiBeckley. Citi also provided financial advice to the AtaiBeckley Board of Directors in the transaction.
About AtaiBeckley
AtaiBeckley is a clinical-stage biotechnology company on a mission to transform patient outcomes by developing rapid-acting, durable and convenient mental health
treatments. AtaiBeckley’s pipeline of novel therapies includes BPL-003 (mebufotenin benzoate nasal spray) for treatment-resistant depression (TRD), VLS-01 (DMT buccal film) for TRD and EMP-01 ((R)-MDMA HCI) for social anxiety disorder. BPL-003 was
granted Breakthrough Therapy Designation from the U.S. Food and Drug Administration and has initiated Phase 3 activities; VLS-01 and EMP-01 are in Phase 2 clinical development. The Company is also advancing a drug discovery program to identify
novel, non-hallucinogenic 5-HT2AR agonists. These programs aim to create breakthroughs in mental health through transformative interventional psychiatry therapies that can integrate seamlessly into healthcare systems.
About Lilly
Lilly is a medicine company
turning science into healing to make life better for people around the world. We’ve been pioneering life-changing discoveries for 150 years, and today our medicines help tens of millions of people across the globe. Harnessing the power of
biotechnology, chemistry and genetic medicine, our scientists are urgently advancing new discoveries to solve some of the world’s most significant health challenges: redefining diabetes care; treating obesity and curtailing its most devastating
long-term effects; advancing the fight against Alzheimer’s disease; providing solutions to some of the most debilitating immune system disorders; and transforming the most difficult-to-treat cancers into manageable diseases. With each step
toward a healthier world, we’re motivated by one thing: making life better for millions more people. That includes delivering innovative clinical trials that reflect the diversity of our world and working to ensure our medicines are accessible
and affordable. To learn more, visit Lilly.com and Lilly.com/news, or follow us on Facebook, Instagram, and LinkedIn. F-LLY
4
Trademarks and Trade Names
All trademarks or trade names referred to in this press release are the property of the company, or, to the extent trademarks or trade names belonging to
other companies are references in this press release, the property of their respective owners. Solely for convenience, the trademarks and trade names in this press release are referred to without the ® and ™ symbols, but such references should not
be construed as any indicator that the company or, to the extent applicable, their respective owners will not assert, to the fullest extent under applicable law, the company’s or their rights thereto. We do not intend the use or display of other
companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the
solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise,
nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
5
Additional Information about the Acquisition and Where to Find It
AtaiBeckley plans to file a proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies
to approve the agreement and plan of merger (the “Merger Agreement”) relating to Lilly’s proposed acquisition of AtaiBeckley (the “Merger”). Promptly after filing the definitive Proxy Statement with the SEC, AtaiBeckley will mail the definitive
Proxy Statement and a proxy card to each stockholder entitled to vote at the special meeting to consider the adoption of the Merger Agreement. Stockholders are urged to read the proxy statement (including any amendments or supplements thereto) and
any other relevant documents that AtaiBeckley will file with the SEC when they become available because they will contain important information. Stockholders may obtain, free of charge, the preliminary and definitive versions of the Proxy
Statement, any amendments or supplements thereto, and any other relevant documents filed by AtaiBeckley with the SEC in connection with the Merger at the SEC’s website (http://www.sec.gov). Copies of AtaiBeckley’s definitive Proxy Statement, any
amendments or supplements thereto, and any other relevant documents filed by AtaiBeckley with the SEC in connection with the Merger will also be available, free of charge, at AtaiBeckley’s investor relations website (https://ir.ataibeckley.com), or
by writing to AtaiBeckley Inc., Attention: Investor Relations, 250 West 34th Street, New York, NY 10119.
Participants in the Solicitation
Under SEC rules, AtaiBeckley and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the
solicitation of proxies from stockholders in connection with the Merger. Information about the directors and executive officers of AtaiBeckley and their ownership of AtaiBeckley’s common stock is set forth in the definitive proxy statement for
AtaiBeckley’s 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”), which was filed with the SEC on April 22, 2026, including the sections captioned “Director Compensation,” “Executive Employment Agreements” and “Security Ownership of
Certain Beneficial Owners and Management,” or its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 6, 2026, and in other documents filed by AtaiBeckley with the SEC. To the extent holdings of
such participants in AtaiBeckley’s securities have changed since the amounts described in the 2026 Proxy Statement, such changes have been reflected on Forms 3 or Forms 4 filed with the SEC by AtaiBeckley’s directors and executive officers. These
documents can be obtained free of charge from the sources indicated below. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will
be contained in the Proxy Statement and other relevant materials to be filed with the SEC in respect of the Merger when they become available.
6
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements that involve substantial risks and uncertainties, including statements regarding: the Merger; the prospective
benefits of the Merger; the parties’ ability to satisfy the conditions to the consummation of the Merger and the expected timetable for the Merger; the anticipated occurrence, manner and timing of the closing of the Merger; potential milestone
payment amounts and terms pursuant to the CVRs; AtaiBeckley’s product candidates and ongoing clinical and preclinical development; Lilly’s development of programs targeting treatment-resistant depression and mental health conditions; and the
accounting treatment of the potential acquisition under GAAP and its potential impact on Lilly’s financial results and financial guidance. All statements other than statements of historical facts are forward-looking statements. The words
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. Any forward-looking statements are based on current beliefs and expectations, and are subject to a number of risks and uncertainties that could cause actual results to
differ materially and adversely from those set forth in, or implied by, such forward-looking statements. These risks and uncertainties include, but are not limited to: the possibility that AtaiBeckley’s shareholders may not approve the adoption of
the Merger agreement; AtaiBeckley’s receipt of any competing offers or acquisition proposals; a failure to (or delay in) receiving the required regulatory clearances for the Merger; a condition to closing of the Merger may not be satisfied (or
waived); the ability of each party to consummate the Merger; the closing of the Merger might be delayed or not occur at all; the diversion of management time and attention from ongoing business operations and opportunities; the response of
competitors to the Merger; the effect of the Merger and the public announcement of the Merger on AtaiBeckley’s operations and its relationships with its suppliers, business partners, management and employees, including its ability to attract and
retain key personnel; Lilly’s ability to successfully integrate AtaiBeckley and execute on the continued development of AtaiBeckley’s programs following the closing of the Merger; that all or any of the potential milestone payments pursuant to the
CVRs will become payable on the terms described herein or at all; the outcome of any legal proceedings that could be instituted against the parties to the Merger; the risks inherent in drug research, development and commercialization; disruption in
AtaiBeckley’s plans and operations attributable to the Merger; changes in AtaiBeckley’s business during the period between announcement and closing of the Merger; Lilly’s evaluation of the accounting treatment of the potential acquisition and its
potential impact on its financial results and financial guidance; the effects of the Merger (or the announcement thereof) on AtaiBeckley’s stock price; relationships with key third parties or governmental entities; regulatory changes and
developments; and the impact of global macroeconomic conditions, including trade and other global disputes and interruptions, including related to tariffs, trade protection measures, and similar restrictions. For further discussion of these and
other risks and uncertainties, see Lilly’s and AtaiBeckley’s periodic reports filed with the SEC. There can be no assurance that the Merger will in fact be consummated. All forward-looking statements in this communication are based on information
available to Lilly and AtaiBeckley as of the date of this communication. Lilly and AtaiBeckley each expressly disclaim any obligation to publicly update or revise the forward-looking statements, except as required by law.
# # #
7