AtaiBeckley CMO exits stake in $6.75 plus CVR deal
Chief Medical Officer Craig Kevin James’ ATAI stock, options and RSUs were cashed out and replaced with cash plus CVRs in the Eli Lilly acquisition.
Rhea-AI Filing Summary
AtaiBeckley Inc. (ATAI) completed a merger on September 11, 2026 in which Albali Acquisition Corporation, a subsidiary of Eli Lilly and Company, merged with and into AtaiBeckley, leaving AtaiBeckley as a wholly owned subsidiary of Eli Lilly. At the effective time of the merger, each share of AtaiBeckley common stock converted into the right to receive $6.75 in cash per share plus one contingent value right (CVR) per share, representing the right to receive up to an additional $2.50 in cash per CVR if specified clinical and regulatory milestones are achieved. In connection with this transaction, Chief Medical Officer Craig Kevin James reported dispositions to the issuer of all his directly held common stock and equity awards, including multiple stock option grants and 150,000 restricted stock units, which were cancelled and converted into cash based on the $6.75 value and, for options, the excess of $6.75 over the exercise price, plus one CVR for each underlying share.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 1,968,954 shares
Disposition
8 txns
Insider
Craig Kevin James
Role
Chief Medical Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option F3 | 10,000 | -- | -- |
| Disposition | Stock Option F3 | 50,400 | -- | -- |
| Disposition | Stock Option F3 | 28,608 | -- | -- |
| Disposition | Stock Option F3 | 372,701 | -- | -- |
| Disposition | Stock Option F3 | 673,808 | -- | -- |
| Disposition | Stock Option F3 | 675,000 | -- | -- |
| Disposition | Restricted Stock Units F4 | 150,000 | -- | -- |
| Disposition | Common Stock F1, F2 | 8,437 | -- | -- |
Holdings After Transaction:
Stock Option — 0 contracts (Direct);
Restricted Stock Units — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (4)
- 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).
- F4. 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
Cash consideration per common share: $6.75 per share
Maximum CVR cash payment: $2.50 per CVR
Common shares disposed: 8,437 shares
+3 more
6 metrics
Cash consideration per common share
$6.75 per share
Cash paid for each AtaiBeckley common share at the merger effective time
Maximum CVR cash payment
$2.50 per CVR
Maximum additional cash payable per contingent value right upon milestone achievement
Common shares disposed
8,437 shares
AtaiBeckley common stock directly held by Craig Kevin James and converted at the merger
RSUs cancelled and converted
150,000 units
Restricted stock units held by Craig Kevin James cancelled and converted into cash and CVRs
Largest reported option grant affected
675,000 shares at $3.76
Stock option expiring January 30, 2036, cancelled and converted into cash based on $6.75 and CVRs
Additional option tranche affected
673,808 shares at $1.50
Stock option expiring March 3, 2035, cancelled and converted into cash based on $6.75 and CVRs
Key Terms
contingent value right, Agreement and Plan of Merger, Effective Time, restricted stock unit, +1 more
5 terms
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.
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 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.
restricted stock unit financial
"each outstanding restricted stock unit ("RSU"), subject to certain exceptions"
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.
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 merger involving ATAI is reflected in this Form 4?
It reflects the closing of a merger where Albali Acquisition Corporation, a subsidiary of Eli Lilly and Company, merged with AtaiBeckley Inc. on September 11, 2026, making AtaiBeckley a wholly owned subsidiary of Eli Lilly.
How were ATAI stock options held by Craig Kevin James treated?
Each outstanding AtaiBeckley stock option was cancelled and converted into the right to receive cash equal to (shares × ($6.75 minus the option’s exercise price)) plus one CVR for each underlying share, in each case subject to tax withholding and certain exceptions.
What happened to restricted stock units (RSUs) of ATAI in this transaction?
Each outstanding AtaiBeckley RSU was cancelled and converted into the right to receive cash equal to shares × $6.75, plus one CVR for each RSU share, all without interest and subject to tax withholding and certain exceptions.
What ATAI derivative awards of Craig Kevin James were affected in this filing?
He reported dispositions of multiple stock option grants and 150,000 restricted stock units, all cancelled at the merger’s effective time and converted into the specified $6.75 cash-based payments plus one CVR per underlying share.
AI-generated analysis. How Rhea-AI works. Not financial advice.
