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AtaiBeckley director disposes options in Lilly deal

Director Laurent Fischer’s AtaiBeckley stock options were cancelled in the Eli Lilly merger and converted into cash and contingent value rights.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

AtaiBeckley Inc. (ATAI) director Laurent Fischer reported issuer dispositions of three stock option awards on September 11, 2026 in connection with the completion of a merger in which AtaiBeckley became a wholly owned subsidiary of Eli Lilly and Company. At the merger’s effective time, each affected option was automatically cancelled and converted into the right to receive cash plus a contingent value right. The cancelled options covered 206,000 shares at a $1.34 exercise price expiring June 13, 2034, 103,000 shares at $2.25 expiring June 26, 2035, and 121,968 shares at $4.50 expiring June 4, 2036.

For each share subject to these options, the holder became entitled to a cash payment equal to the product of the number of shares and the excess of $6.75 over the applicable exercise price, plus one contingent value right per share representing the right to receive up to an additional $2.50 in cash upon specified clinical and regulatory milestones, in each case subject to tax withholding. No Rule 10b5-1 trading plan is reported for these transactions.

Positive

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Negative

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Insider Fischer Laurent
Role Director
Type Security Shares Price Value
Disposition Stock Option F2, F1 206,000 -- --
Disposition Stock Option F2 103,000 -- --
Disposition Stock Option F2 121,968 -- --
Holdings After Transaction: Stock Option — 0 contracts (Direct)
Footnotes (2)
  1. 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.
  2. 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).
Options cancelled at $1.34 strike 206,000 shares Stock options on common stock at $1.34 exercise price, expiring June 13, 2034, cancelled at merger effective time
Options cancelled at $2.25 strike 103,000 shares Stock options on common stock at $2.25 exercise price, expiring June 26, 2035, cancelled at merger effective time
Options cancelled at $4.50 strike 121,968 shares Stock options on common stock at $4.50 exercise price, expiring June 4, 2036, cancelled at merger effective time
Per-share merger cash reference price $6.75 per share Used to calculate cash for each option share as $6.75 minus the exercise price at the effective time
Contingent value right potential payment Up to $2.50 per CVR Maximum aggregate cash per CVR upon achievement of specified clinical and regulatory milestones
Merger completion date September 11, 2026 Date Albali Acquisition Corporation merged with AtaiBeckley Inc., triggering the option cancellations
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 (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.
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.
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.
stock option financial
"each outstanding stock option of the Company, subject to certain exceptions, 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did ATAI director Laurent Fischer report on September 11, 2026?

Laurent Fischer reported dispositions of three AtaiBeckley stock option awards on September 11, 2026, covering 206,000, 103,000, and 121,968 underlying shares, all cancelled at the merger’s effective time and converted into cash and contingent value rights.

How were ATAI stock options treated in the Eli Lilly merger?

At the merger’s effective time, each outstanding AtaiBeckley stock option was automatically cancelled and converted into the right to receive cash based on a $6.75 per-share value above the exercise price, plus one contingent value right per share, subject to certain exceptions and tax withholding.

What are the exercise prices of the ATAI options reported by Laurent Fischer?

The reported AtaiBeckley options held by Laurent Fischer had exercise prices of $1.34 per share on 206,000 shares, $2.25 per share on 103,000 shares, and $4.50 per share on 121,968 shares, with expirations in 2034, 2035, and 2036, respectively.

What consideration did ATAI option holders receive for cancelled options?

For each AtaiBeckley option share, holders became entitled to cash equal to the number of shares multiplied by the excess of $6.75 over the option’s exercise price, plus one contingent value right per share, which can pay up to $2.50 in cash upon specified milestones.

Was a Rule 10b5-1 trading plan used for Laurent Fischer’s ATAI option transactions?

No. The filing indicates the Rule 10b5-1 checkbox is not selected, and there is no footnote stating that Laurent Fischer’s AtaiBeckley option dispositions were made under a pre-arranged Rule 10b5-1 trading plan.

What happened to AtaiBeckley Inc. (ATAI) in the reported merger?

On September 11, 2026, Albali Acquisition Corporation, an indirect wholly owned subsidiary of Eli Lilly and Company, merged with and into AtaiBeckley, with AtaiBeckley surviving as a wholly owned subsidiary of Eli Lilly.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Fischer Laurent

(Last)(First)(Middle)
C/O ATAI LIFE SCIENCES US, INC.
C/O INDUSTRIOUS NYC, 250 WEST 34TH ST

(Street)
NEW YORK NEW YORK 10119

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
AtaiBeckley Inc. [ ATAI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option$1.3409/11/2026D206,000 (1)(2)06/13/2034Common Stock206,000(2)0D
Stock Option$2.2509/11/2026D103,000 (2)06/26/2035Common Stock103,000(2)0D
Stock Option$4.509/11/2026D121,968 (2)06/04/2036Common Stock121,968(2)0D
Explanation of Responses:
1. 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.
2. 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).
/s/ Ryan Barrett, as attorney in fact09/11/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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