AtaiBeckley director reports 0 shares after $6.75 deal
AtaiBeckley Inc. (ATAI) completed a merger in which Albali Acquisition Corporation, an indirect wholly owned subsidiary of Eli Lilly and Company, merged into AtaiBeckley on September 11, 2026, making AtaiBeckley a wholly owned subsidiary of Eli Lilly.
Rhea-AI Filing Summary
AtaiBeckley Inc. (ATAI) completed a merger in which Albali Acquisition Corporation, an indirect wholly owned subsidiary of Eli Lilly and Company, merged into AtaiBeckley on September 11, 2026, making AtaiBeckley a wholly owned subsidiary of Eli Lilly. Director Andrea Heslin Smiley reported dispositions to the issuer of multiple stock option awards and 4,666 shares of common stock. At the effective time of the merger, each common share converted into the right to receive $6.75 in cash per share plus one contingent value right (CVR) per share, and each outstanding company stock option was cancelled and converted into cash based on the excess of $6.75 over the option’s exercise price per share plus one CVR for each underlying share.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 460,634 shares
Disposition
6 txns
Insider
Smiley Andrea Heslin
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option F3 | 64,000 | -- | -- |
| Disposition | Stock Option F3 | 64,000 | -- | -- |
| Disposition | Stock Option F3 | 103,000 | -- | -- |
| Disposition | Stock Option F3 | 103,000 | -- | -- |
| Disposition | Stock Option F3 | 121,968 | -- | -- |
| Disposition | Common Stock F1, F2 | 4,666 | -- | -- |
Holdings After Transaction:
Stock Option — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (3)
- 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 share of the Company's common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, converted into the right to receive (i) $6.75 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, less any applicable tax withholding.
- F3. At 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 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 CVR for each share subject to such stock option immediately prior to the Effective Time (without regard to vesting).
Key Figures
Cash merger consideration per common share: $6.75 per share
Maximum additional CVR payment: $2.50 per CVR
Common shares disposed by director: 4,666 shares
+5 more
8 metrics
Cash merger consideration per common share
$6.75 per share
Cash paid for each AtaiBeckley common share at the effective time of the merger
Maximum additional CVR payment
$2.50 per CVR
Potential additional cash per contingent value right upon specified milestones
Common shares disposed by director
4,666 shares
AtaiBeckley common stock disposed of on September 11, 2026; post-transaction holding 0 shares
Stock option shares at $3.84 exercise price
64,000 shares
Shares subject to stock options disposed of with a $3.84 per-share exercise price
Stock option shares at $1.88 exercise price
64,000 shares
Shares subject to stock options disposed of with a $1.88 per-share exercise price
Stock option shares at $1.34 exercise price
103,000 shares
Shares subject to stock options disposed of with a $1.34 per-share exercise price
Stock option shares at $2.25 exercise price
103,000 shares
Shares subject to stock options disposed of with a $2.25 per-share exercise price
Stock option shares at $4.50 exercise price
121,968 shares
Shares subject to stock options disposed of with a $4.50 per-share exercise price
Key Terms
Agreement and Plan of Merger, contingent value right, Effective Time, stock option, +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.
contingent value right financial
"one contingent value right per share representing the right to receive up to"
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.
Effective Time regulatory
"At the effective time of the Merger (the "Effective Time"), each share"
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.
stock option financial
"each outstanding stock option of the Company was automatically cancelled"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
wholly owned subsidiary financial
"with the Company surviving as a wholly owned subsidiary of Parent"
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did AtaiBeckley (ATAI) report for Andrea Heslin Smiley?
Andrea Heslin Smiley reported dispositions on September 11, 2026 of several AtaiBeckley stock option awards and 4,666 shares of common stock to the issuer, in connection with completion of the merger with an Eli Lilly subsidiary.
How were AtaiBeckley (ATAI) stock options treated in the merger?
Each outstanding AtaiBeckley stock option was automatically cancelled and converted into (i) cash equal to shares under the option multiplied by ($6.75 minus the exercise price) and (ii) one CVR for each underlying share, in each case subject to tax withholding.
What types of equity did Andrea Heslin Smiley dispose of in this ATAI Form 4?
The Form 4 reports dispositions of five stock option grants over AtaiBeckley common stock, with exercise prices ranging from $1.34 to $4.50 per share and expirations between 2032 and 2036, plus a disposition of 4,666 common shares.
Were these ATAI insider transactions under a Rule 10b5-1 trading plan?
No. The Form 4 indicates that no Rule 10b5-1 plan was affirmed for these transactions; they occurred at the effective time of the merger pursuant to the merger agreement’s terms.
AI-generated analysis. How Rhea-AI works. Not financial advice.
