AtaiBeckley director exits stake in Lilly merger
Director Amir H. Kalali’s AtaiBeckley holdings were cashed out for $6.75 per share plus CVRs as the company became a wholly owned Eli Lilly subsidiary.
Rhea-AI Filing Summary
AtaiBeckley Inc. (ATAI) reports that director Amir H. Kalali disposed of all reported equity positions in connection with the closing of a merger with Eli Lilly and Company. On September 11, 2026, Albali Acquisition Corporation merged into AtaiBeckley, which became a wholly owned subsidiary of Eli Lilly.
At the merger’s effective time, 4,666 shares of common stock held by the reporting person were converted into the right to receive $6.75 per share in cash plus one contingent value right (CVR) per share, with each CVR representing up to $2.50 in additional cash upon specified clinical and regulatory milestones. In parallel, outstanding stock options covering multiple blocks of shares at exercise prices ranging from $1.34 to $4.50 were cancelled and converted into cash equal to the in-the-money value based on the $6.75 per-share merger price, plus one CVR for each underlying share.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 460,634 shares
Disposition
6 txns
Insider
Kalali Amir H
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
Common stock disposed: 4,666 shares
Per-share cash merger consideration: $6.75 per share
Maximum CVR cash per share: $2.50 per CVR
+3 more
6 metrics
Common stock disposed
4,666 shares
Shares of AtaiBeckley common stock converted at the merger effective time on September 11, 2026
Per-share cash merger consideration
$6.75 per share
Cash paid for each AtaiBeckley common share outstanding immediately prior to the effective time
Maximum CVR cash per share
$2.50 per CVR
Additional cash payable per contingent value right upon achieving specified clinical and regulatory milestones
Stock option block
64,000 shares at $3.84
Cancelled option expiring May 25, 2032, converted into cash based on $6.75 per share plus CVRs
Stock option block
103,000 shares at $1.34
Cancelled option expiring June 13, 2034, converted into cash based on $6.75 per share plus CVRs
Largest option block
121,968 shares at $4.50
Cancelled option expiring June 4, 2036, converted into cash based on $6.75 per share plus CVRs
Key Terms
Agreement and Plan of Merger, contingent value right, Effective Time, par value, +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 (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 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.
par value financial
"each share of the Company's common stock, par value $0.01 per share"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
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 did the ATAI Form 4 report for director Amir H. Kalali?
It reported that Amir H. Kalali disposed of 4,666 shares of AtaiBeckley common stock and multiple blocks of stock options on September 11, 2026, in connection with the completion of a merger with Eli Lilly and Company.
How were ATAI stock options held by Amir H. Kalali treated?
Each outstanding AtaiBeckley stock option was cancelled at the merger’s effective time and converted into the right to receive cash equal to the in-the-money value versus $6.75 per share, plus one CVR for each underlying share, without regard to vesting.
What stock option blocks are disclosed in the ATAI Form 4?
The filing lists stock options on 64,000, 64,000, 103,000, 103,000, and 121,968 shares of AtaiBeckley common stock, with exercise prices of $3.84, $1.88, $1.34, $2.25, and $4.50 respectively, all disposed of at the merger effective time.
What is the structure of the AtaiBeckley merger with Eli Lilly?
Under the Agreement and Plan of Merger dated July 15, 2026, Albali Acquisition Corporation, a wholly owned subsidiary of Eli Lilly, merged with and into AtaiBeckley on September 11, 2026, with AtaiBeckley surviving as a wholly owned subsidiary of Eli Lilly.
Did Amir H. Kalali retain any ATAI common stock after the merger?
No. The Form 4 shows that after the 4,666-share disposition at the merger effective time, the reporting person held 0 shares of AtaiBeckley common stock directly.
AI-generated analysis. How Rhea-AI works. Not financial advice.
