AtaiBeckley holders get $6.75 cash plus CVR

AtaiBeckley Inc. (ATAI) is now a wholly owned subsidiary of Eli Lilly and Company following the consummation of a previously announced merger on September 11, 2026.

Available on EDGAR 09/14/2026 - 06:17 PM EDT Accepted by SEC EDGAR 09/14/2026 - 06:16 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

AtaiBeckley Inc. (ATAI) is now a wholly owned subsidiary of Eli Lilly and Company following the consummation of a previously announced merger on September 11, 2026. Albali Acquisition Corporation, an indirect wholly owned subsidiary of Eli Lilly, merged with and into AtaiBeckley, with AtaiBeckley surviving as the subsidiary.

At the effective time, each outstanding share of AtaiBeckley common stock (other than specified excluded and dissenting shares) was converted into the right to receive $6.75 in cash per share plus one contingent value right (CVR) per share, with each CVR representing the right to receive up to an aggregate of $2.50 in cash upon achievement of specified clinical and regulatory milestones. The reporting group’s 55,770,948 shares of common stock were converted into this merger consideration, and 2,809,016 stock options beneficially owned by Christian Angermayer were cancelled in exchange for cash and CVRs. As a result of the merger, the reporting persons disclose that they now beneficially own 0 shares of AtaiBeckley common stock, representing 0.0% of the class.

Key Figures

Cash Merger Consideration per Share: $6.75 per share Contingent Value Right Potential Payout: $2.50 per CVR Shares Beneficially Owned Before Merger: 55,770,948 shares +3 more

6 metrics

Cash Merger Consideration per Share $6.75 per share Cash amount paid for each share of AtaiBeckley common stock at the effective time of the merger

Contingent Value Right Potential Payout $2.50 per CVR Maximum aggregate cash amount per CVR upon achievement of specified clinical and regulatory milestones

Shares Beneficially Owned Before Merger 55,770,948 shares AtaiBeckley common shares deemed beneficially owned by the reporting persons immediately prior to the effective time

Stock Options Beneficially Owned by Christian Angermayer 2,809,016 options Company Stock Options cancelled and exchanged for cash and CVRs at the effective time

Post-Merger Beneficial Ownership 0 shares; 0.0% AtaiBeckley common stock beneficially owned by each reporting person after consummation of the merger

Merger Effective Date September 11, 2026 Date on which the merger of Albali Acquisition Corporation with AtaiBeckley became effective

Key Terms

contingent value right, Merger Consideration, Agreement and Plan of Merger, Dissenting Shares, +2 more

6 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.

Merger Consideration financial

"the foregoing clauses (i) and (ii), collectively, the "Merger Consideration""

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Agreement and Plan of Merger regulatory

"entered into an Agreement and Plan of Merger (the "Merger Agreement")"

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.

Dissenting Shares regulatory

"other than (x) shares held in the treasury ... and (y) Dissenting Shares"

Dissenting shares are shares held by investors who formally oppose a proposed corporate action—such as a merger or takeover—and choose to demand a cash payment for the value of their stock instead of accepting the deal’s terms. This matters to investors because it can slow or complicate a transaction, trigger a legal process to set a fair price, and affect how much cash a company must pay out, which in turn influences the financial outcome for all shareholders.

Company Stock Option financial

"each option to purchase Common Stock granted under an Issuer equity incentive plan (each, a "Company Stock Option")"

Cash-Out Stock Option Consideration financial

"the "Cash-Out Stock Option Consideration""

FAQ

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

What happened to AtaiBeckley Inc. (ATAI) in this Schedule 13D/A amendment?

The filing reports that the merger of AtaiBeckley Inc. with Albali Acquisition Corporation, an indirect wholly owned subsidiary of Eli Lilly and Company, was consummated on September 11, 2026, making AtaiBeckley a wholly owned subsidiary of Eli Lilly.

What consideration did ATAI common shareholders receive in the Eli Lilly merger?

Each share of AtaiBeckley common stock was converted into the right to receive $6.75 in cash plus one contingent value right (CVR) per share, with each CVR representing the right to receive up to an aggregate of $2.50 in cash upon specified milestones.

How many ATAI shares were held by the reporting persons before the merger?

Immediately prior to the effective time of the merger, the reporting persons were deemed to beneficially own 55,770,948 shares of AtaiBeckley common stock, all of which were converted into the right to receive the stated merger consideration.

What happened to Christian Angermayer’s AtaiBeckley stock options?

The filing states that 2,809,016 AtaiBeckley stock options beneficially owned by Christian Angermayer were cancelled at the effective time, and he became entitled to receive cash based on the $6.75 closing amount minus exercise price plus one CVR per underlying share.

Do the reporting persons still own any ATAI shares after the merger?

No. As a result of the consummation of the merger, the reporting persons disclose beneficial ownership of 0 shares of AtaiBeckley common stock, representing 0.0% of the class, with no sole or shared voting or dispositive power.

Who are the reporting entities in this ATAI Schedule 13D/A Amendment No. 5?

The reporting persons are Apeiron Investment Group Ltd., Apeiron Presight Capital Fund II, L.P., Presight Capital Management I, L.L.C., Fabian Hansen, and Christian Angermayer, who previously reported beneficial ownership of AtaiBeckley common stock.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

AtaiBeckley Inc.

(Name of Issuer)

Common stock, par value $0.01 per share

(Title of Class of Securities)

(CUSIP Number)

Evan S. Simpson
1 New Fetter Lane,
London, X0, EC4A 1AN
44 20 7959-8426

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/11/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Apeiron Investment Group Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MALTA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Apeiron Presight Capital Fund II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Presight Capital Management I, L.L.C.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Fabian Hansen

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Christian Angermayer

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common stock, par value $0.01 per share
(b)	Name of Issuer: AtaiBeckley Inc.
(c)	Address of Issuer's Principal Executive Offices: 250 West 34th Street, New York, NEW YORK , 10119.
Item 2.	Identity and Background
(a)	This Amendment No. 5 (the "Amendment No. 5") to Schedule 13D amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on February 24, 2025 (the "Schedule 13D"), Amendment No. 1 thereto filed on June 4, 2025, Amendment No. 2 thereto filed on August 18, 2025, Amendment No. 3 thereto filed on October 20, 2025 and Amendment No. 4 thereto filed on July 17, 2026. This Amendment No. 5 is filed by: (i) Apeiron Investment Group Ltd. ("Apeiron"); (ii) Apeiron Presight Capital Fund II, L.P. ("Presight II"); (iii) Presight Capital Management I, L.L.C. ("Presight Management"); (iv) Fabian Hansen; and (v) Christian Angermayer.
(b)	The principal business address of Apeiron and Mr. Angermayer is 66 & 67 Amery Street, SLM1707, Sliema, Malta. The principal business address of each of the remaining Reporting Persons is 440 N Barranca Ave #3391, Covina, CA 91723 USA.
(c)	The principal business of Apeiron and Presight II are making investments. The principal business of Presight Management is acting as the general partner of Presight II. Apeiron's sole director is Sanad Abushala and his principal business address is Centris Business Gateway, Level 0/C, Triq Is-Salib tal-Imriehel, Zone 3, Central Business District, Mirehel, Birkirkara, Malta CBD 3020. His present principal occupation is Head of Treasury at Apeiron.
(d)	No
(e)	No
(f)	Presight II and Presight Management are organized under the laws of the state of Delaware. Apeiron is organized under the laws of the Malta. Each of Messrs. Hansen and Angermayer is a German citizen. Mr. Abushala is a Croatian citizen.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented in its entirety as follows: As previously disclosed, on July 15, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Eli Lilly and Company, an Indiana corporation ("Parent"), and Albali Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, subject to satisfaction or waiver of the conditions therein, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent. On September 11, 2026 , the Merger was consummated pursuant to the Merger Agreement. At the effective time of the Merger (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent. At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares held in the treasury of the Issuer, owned by the Issuer or any of its subsidiaries, or owned by Parent, Merger Sub or any of their wholly owned subsidiaries, and (y) Dissenting Shares (as defined in the Merger Agreement)) was converted into the right to receive (i) $6.75 (the "Closing Amount") 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 payable in accordance with the terms of a Contingent Value Rights Agreement (the "CVR Agreement") (the foregoing clauses (i) and (ii), collectively, the "Merger Consideration"), less any applicable tax withholding. In connection with the Merger, at the Effective Time, each option to purchase Common Stock granted under an Issuer equity incentive plan (each, a "Company Stock Option") with a per share exercise price less than the Closing Amount that was outstanding immediately prior to the Effective Time, whether or not vested (each, a "Company Cash-Out Stock Option"), was cancelled and, in exchange therefor, the holder of such Company Cash-Out Stock Option became entitled 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 Company Cash-Out Stock Option immediately prior to the Effective Time (for Company Cash-Out Stock Options subject to performance-based vesting, assuming applicable performance goals are achieved in full) multiplied by (2) the excess of the Closing Amount over the applicable exercise price per share under such Company Cash-Out Stock Option and (B) one CVR for each share subject to such Company Cash-Out Stock Option immediately prior to the Effective Time (without regard to vesting) (the "Cash-Out Stock Option Consideration"). Accordingly, 55,770,948 shares of Common Stock deemed to be beneficially owned by the Reporting Persons immediately prior to the Effective Time were converted into the right to receive the Merger Consideration. In addition, 2,809,016 Company Stock Options beneficially owned by Christian Angermayer were cancelled and Mr. Angermayer became entitled to receive the Cash-Out Stock Option Consideration therefor. As a result of the Merger, the Reporting Persons ceased to beneficially own any shares of Common Stock.
Item 5.	Interest in Securities of the Issuer
(a)	As a result of the consummation of the Merger, as described in Item 4, the Reporting Persons ceased to beneficially own any shares of Common Stock. See rows (11) to (13) of the cover pages to this Amendment No. 5, which reflect zero shares of Common Stock and 0.0% beneficially owned by each Reporting Person.
(b)	As a result of the consummation of the Merger, as described in Item 4, each Reporting Person has no sole or shared power to vote or to direct the vote, and no sole or shared power to dispose or to direct the disposition, of any shares of Common Stock. See rows (7) to (10) of the cover pages to this Amendment No. 5, which reflect zero shares of Common Stock and 0.0% beneficially owned by each Reporting Person.
(c)	Except as described in Item 4, none of the Reporting Persons has beneficial ownership of any shares of common stock or, except as described in this Schedule 13D, has effected any transaction in the shares of common stock during the past 60 days.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock owned, directly or indirectly, by the Reporting Persons.
(e)	September 11, 2026
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information provided and/or incorporated by reference in Item 4 is hereby incorporated by reference into this Item 6.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Apeiron Investment Group Ltd.

Signature:	/s/ Sanad Abushala
Name/Title:	Sanad Abushala, Director
Date:	09/14/2026

Apeiron Presight Capital Fund II, L.P.

Signature:	/s/ Fabian Hansen
Name/Title:	Fabian Hansen, Managing Member
Date:	09/14/2026

Presight Capital Management I, L.L.C.

Signature:	/s/ Fabian Hansen
Name/Title:	Fabian Hansen, Managing Member
Date:	09/14/2026

Fabian Hansen

Signature:	/s/ Fabian Hansen
Name/Title:	Fabian Hansen
Date:	09/14/2026

Christian Angermayer

Signature:	/s/ Christian Angermayer
Name/Title:	Christian Angermayer
Date:	09/14/2026