AtaiBeckley CFO awards cancelled for cash, CVRs
AtaiBeckley Inc. (ATAI) reported that its Chief Financial Officer, Michael E. Faerm, disposed of all reported equity awards in connection with the closing of a merger in which AtaiBeckley became a wholly owned subsidiary of Eli Lilly and Company.
Rhea-AI Filing Summary
AtaiBeckley Inc. (ATAI) reported that its Chief Financial Officer, Michael E. Faerm, disposed of all reported equity awards in connection with the closing of a merger in which AtaiBeckley became a wholly owned subsidiary of Eli Lilly and Company. On September 11, 2026, an Albali Acquisition Corporation subsidiary of Eli Lilly merged with AtaiBeckley, with AtaiBeckley surviving as a subsidiary.
At the merger’s effective time, a stock option covering 1,275,000 shares of common stock with a $4.06 exercise price and expiring March 11, 2036 was cancelled and converted into the right to receive cash equal to the number of shares multiplied by the excess of $6.75 over the exercise price per share, plus one contingent value right (CVR) for each underlying share. In addition, 285,000 restricted stock units were cancelled and converted into the right to receive cash equal to the number of shares multiplied by $6.75, plus one CVR per underlying share. Each CVR represents the right to receive up to $2.50 in cash upon achievement, if any, of specified clinical and regulatory milestones. Following these cancellations and conversions, the Form 4 shows no remaining holdings for these awards, and no Rule 10b5‑1 trading plan is reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 1,560,000 shares
Disposition
2 txns
Insider
Faerm Michael E.
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option F2, F1 | 1,275,000 | -- | -- |
| Disposition | Restricted Stock Units F3 | 285,000 | -- | -- |
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
Stock option underlying shares: 1,275,000 shares
Stock option exercise price: $4.06 per share
RSUs cancelled: 285,000 units
+4 more
7 metrics
Stock option underlying shares
1,275,000 shares
Shares of AtaiBeckley common stock subject to the CFO’s stock option before cancellation
Stock option exercise price
$4.06 per share
Exercise price of the cancelled stock option expiring March 11, 2036
RSUs cancelled
285,000 units
Restricted stock units cancelled and converted into cash and CVRs
Per-share cash merger amount
$6.75 per share
Cash amount used to calculate consideration for each option share (net of exercise price) and each RSU share
Maximum CVR payment
$2.50 per CVR
Maximum aggregate cash payable per contingent value right upon specified milestones
Merger effective date
September 11, 2026
Date Albali Acquisition Corporation merged with AtaiBeckley and the awards were cancelled
Option expiration date
March 11, 2036
Original expiration date of the cancelled stock option
Key Terms
contingent value right, Agreement and Plan of Merger, Effective Time, restricted stock unit, +1 more
5 terms
contingent value right financial
"each, a "CVR" and collectively, the "CVRs", representing the right to receive up"
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 outstanding"
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
"At the Effective Time, each outstanding restricted stock unit ("RSU"), subject"
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 did ATAI’s Chief Financial Officer report on this Form 4?
The Form 4 reports that AtaiBeckley’s Chief Financial Officer, Michael E. Faerm, had his stock options and restricted stock units automatically cancelled at the merger effective time and converted into rights to receive cash plus contingent value rights (CVRs) under the merger agreement.
How many ATAI stock options and RSUs were affected for the CFO?
The filing shows a stock option covering 1,275,000 shares of AtaiBeckley common stock with a $4.06 exercise price and 285,000 restricted stock units. All of these awards were cancelled and converted into cash and CVRs at the merger’s effective time.
What contingent value right (CVR) terms are disclosed for ATAI holders?
Each affected option or RSU share provides one CVR, representing the right to receive up to an aggregate of $2.50 in cash per CVR, payable upon achievement, if any, of specified clinical and regulatory milestones, subject to applicable tax withholdings.
Was the ATAI CFO’s Form 4 transaction under a Rule 10b5-1 plan?
No. The document-level Rule 10b5‑1 checkbox is shown as false, and the footnotes describe the cancellations and conversions as occurring automatically at the merger’s Effective Time under the Agreement and Plan of Merger.
Does the ATAI CFO report any remaining holdings of these awards after the merger?
No. For both the 1,275,000-share stock option and the 285,000 RSUs, the Form 4 reports 0 shares following the transactions, reflecting that the awards were cancelled and converted into cash and CVR rights.
AI-generated analysis. How Rhea-AI works. Not financial advice.
