AtaiBeckley director’s options cancelled in Lilly deal
A director’s AtaiBeckley stock options were cancelled for cash and contingent value rights when the company became a wholly owned subsidiary of Eli Lilly.
Rhea-AI Filing Summary
AtaiBeckley Inc. (ATAI) director John Francis Hoffman reported the disposition to the issuer of stock options in connection with the company’s merger with Eli Lilly and Company. On September 11, 2026, a total of 206,000 options at a $2.25 exercise price and 121,968 options at a $4.50 exercise price were cancelled at the Merger’s Effective Time and converted into rights to receive cash plus one contingent value right per underlying share, consistent with the merger agreement terms.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 327,968 shares
Disposition
2 txns
Insider
Hoffman John Francis
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option F2, F1 | 206,000 | -- | -- |
| Disposition | Stock Option F2 | 121,968 | -- | -- |
Holdings After Transaction:
Stock Option — 0 contracts (Direct)
Footnotes (2)
- F1. Pursuant to the Agreement and Plan of Merger dated as of July 15, 2026, by and among AtaiBeckley Inc. (the "Company"), Eli Lilly and Company, an Indiana corporation ("Parent"), and Albali Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary of Parent ("Merger Sub"), on September 11, 2026, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent.
- F2. At the effective time of the Merger (the "Effective Time"), each outstanding stock option of the Company, subject to certain exceptions, was automatically cancelled and converted into the right 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 of the Company's common stock subject to such stock option immediately prior to the Effective Time multiplied by (2) the excess of $6.75 over the applicable exercise price per share under such stock option and (B) 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, less any applicable tax withholding, for each share subject to such stock option immediately prior to the Effective Time (without regard to vesting).
Key Figures
Options cancelled (exercise price $2.25): 206,000 options
Options cancelled (exercise price $4.50): 121,968 options
Merger cash price per share: $6.75 per share
+5 more
8 metrics
Options cancelled (exercise price $2.25)
206,000 options
Stock options cancelled at the Effective Time of the merger reported for September 11, 2026
Options cancelled (exercise price $4.50)
121,968 options
Stock options cancelled at the Effective Time of the merger reported for September 11, 2026
Merger cash price per share
$6.75 per share
Cash consideration used to calculate cash owed per option share at the Effective Time
Lower option exercise price
$2.25 per share
Exercise price of 206,000 cancelled stock options
Higher option exercise price
$4.50 per share
Exercise price of 121,968 cancelled stock options
Maximum CVR payment
$2.50 per CVR
Maximum aggregate cash payable per contingent value right upon achievement of specified milestones
Option expiration (first grant)
June 26, 2035
Original expiration date of the 206,000 cancelled stock options
Option expiration (second grant)
June 4, 2036
Original expiration date of the 121,968 cancelled stock options
Key Terms
Agreement and Plan of Merger, Effective Time, contingent value right, Merger Sub, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger dated as of July 15, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Effective Time regulatory
"At the effective time of the Merger (the "Effective Time"), each outstanding stock option"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
contingent value right financial
"one contingent value right per share (each, a "CVR" and collectively, the "CVRs")"
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.
Merger Sub regulatory
"Albali Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary of Parent ("Merger Sub")"
A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.
tax withholdings financial
"amount in cash (without interest and less applicable tax withholdings)"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did ATAI director John Francis Hoffman report?
He reported the disposition to the issuer of stock options on September 11, 2026, when AtaiBeckley Inc. merged into a subsidiary of Eli Lilly and Company and became a wholly owned subsidiary of Eli Lilly.
How many AtaiBeckley (ATAI) stock options were cancelled in this filing?
The filing shows 206,000 stock options with a $2.25 exercise price and 121,968 stock options with a $4.50 exercise price were cancelled at the Effective Time of the merger and converted into cash and contingent value rights.
What consideration did ATAI options receive upon cancellation in the Eli Lilly merger?
Each cancelled option was converted into the right to receive cash equal to ($6.75 minus the option’s exercise price) per underlying share plus one contingent value right per share, which can pay up to an additional $2.50 in cash upon specified milestones.
Was a Rule 10b5-1 trading plan involved in this ATAI Form 4?
No. The filing’s Rule 10b5-1 checkbox is not selected, and the footnotes describe the option cancellation as occurring automatically at the Effective Time of the merger under the Agreement and Plan of Merger.
What was the transaction date for the ATAI option cancellation reported on Form 4?
The transaction date was September 11, 2026, which is when Albali Acquisition Corporation merged with and into AtaiBeckley Inc., and AtaiBeckley survived as a wholly owned subsidiary of Eli Lilly and Company.
AI-generated analysis. How Rhea-AI works. Not financial advice.
