AtaiBeckley COO cashes out awards in Lilly merger
AtaiBeckley Inc. (ATAI) reports that Chief Operating Officer Gerd Kochendoerfer’s equity awards were cancelled and cashed out in connection with the merger in which AtaiBeckley became a wholly owned subsidiary of Eli Lilly and Company.
Rhea-AI Filing Summary
AtaiBeckley Inc. (ATAI) reports that Chief Operating Officer Gerd Kochendoerfer’s equity awards were cancelled and cashed out in connection with the merger in which AtaiBeckley became a wholly owned subsidiary of Eli Lilly and Company. On September 11, 2026, stock options covering 1,400,000 shares at a $1.60 exercise price, options covering 675,000 shares at a $3.76 exercise price, and 150,000 restricted stock units were disposed of to the issuer and converted into the right to receive $6.75 in cash per underlying share plus one contingent value right per underlying share, each CVR representing the right to receive up to an aggregate of $2.50 in cash upon specified clinical and regulatory milestones.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 2,225,000 shares
Disposition
3 txns
Insider
Kochendoerfer Gerd
Role
Chief Operating Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option F2, F1 | 1,400,000 | -- | -- |
| Disposition | Stock Option F2 | 675,000 | -- | -- |
| Disposition | Restricted Stock Units F3 | 150,000 | -- | -- |
Holdings After Transaction:
Stock Option — 0 contracts (Direct);
Restricted Stock Units — 0 contracts (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 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).
- F3. At the Effective Time, each outstanding restricted stock unit ("RSU"), 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 RSU immediately prior to the Effective Time multiplied by (2) $6.75 and (B) one CVR for each share subject to such RSU immediately prior to the Effective Time (without regard to vesting).
Key Figures
Options disposed (exercise price $1.60): 1,400,000 derivative securities
Options disposed (exercise price $3.76): 675,000 derivative securities
Restricted stock units disposed: 150,000 derivative securities
+5 more
8 metrics
Options disposed (exercise price $1.60)
1,400,000 derivative securities
Stock options cancelled and converted at the merger effective time
Options disposed (exercise price $3.76)
675,000 derivative securities
Stock options cancelled and converted at the merger effective time
Restricted stock units disposed
150,000 derivative securities
RSUs cancelled and converted at the merger effective time
Cash consideration per share for options
$6.75 minus exercise price per underlying share
Amount in cash each option was converted into, before tax withholding
Cash consideration per RSU share
$6.75 per underlying share
Cash payment for each share subject to RSUs at the effective time
Maximum CVR payout per CVR
$2.50 in cash
Up to aggregate of $2.50 per CVR upon specified milestones
Merger agreement date
July 15, 2026
Date of Agreement and Plan of Merger among AtaiBeckley, Eli Lilly and Albali Acquisition Corporation
Option expiration dates
January 1, 2035 and January 30, 2036
Original expiration dates of the cancelled stock options
Key Terms
Agreement and Plan of Merger, Effective Time, contingent value right, restricted stock unit, +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 "CVVs")"
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.
restricted stock unit financial
"each outstanding restricted stock unit ("RSU"), subject to certain exceptions, was automatically"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
tax withholdings financial
"amount in cash (without interest and less applicable tax withholdings) equal to the product"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did AtaiBeckley Inc. (ATAI) report for COO Gerd Kochendoerfer?
The company reported that on September 11, 2026, Gerd Kochendoerfer disposed of stock options and restricted stock units to the issuer in connection with the Eli Lilly merger, receiving cash and contingent value rights (CVRs) instead of those awards.
How many AtaiBeckley (ATAI) stock options at $1.60 did the COO relinquish?
Gerd Kochendoerfer relinquished stock options covering 1,400,000 shares of AtaiBeckley common stock with an exercise price of $1.60 per share, which were cancelled and converted into a cash payment plus one contingent value right per underlying share.
What happened to the AtaiBeckley (ATAI) options at a $3.76 exercise price?
Stock options covering 675,000 shares with an exercise price of $3.76 per share were automatically cancelled at the merger’s effective time and converted into the right to receive $6.75 in cash per underlying share plus one contingent value right for each share.
How were the AtaiBeckley (ATAI) restricted stock units of the COO treated in the merger?
At the effective time, 150,000 restricted stock units held by the COO were cancelled and converted into the right to receive (A) cash equal to $6.75 per underlying share and (B) one CVR per underlying share, regardless of vesting status.
What cash and CVR consideration did AtaiBeckley (ATAI) equity awards receive in the Eli Lilly merger?
Each eligible stock option received cash equal to ($6.75 minus the exercise price) per underlying share plus one CVR, and each RSU received $6.75 in cash per underlying share plus one CVR. Each CVR represents the right to receive up to $2.50 in cash upon specified milestones.
Were the reported AtaiBeckley (ATAI) insider transactions under a Rule 10b5-1 plan?
No. The filing indicates that no Rule 10b5-1 trading plan was reported for these transactions; the equity award cancellations and conversions occurred pursuant to the merger agreement with Eli Lilly and its indirect subsidiary Albali Acquisition Corporation.
AI-generated analysis. How Rhea-AI works. Not financial advice.
