AtaiBeckley completes Lilly merger with $6.75 cash payment and contingent rights

AtaiBeckley Inc. (NASDAQ: ATAI) completed its merger with Albali Acquisition Corporation, an indirect wholly owned subsidiary of Eli Lilly and Company (NYSE: LLY), on September 11, 2026. AtaiBeckley survived the merger as a wholly owned Lilly subsidiary, completing the change in control and starting the process of removing its common stock from Nasdaq.

Under the merger terms, each share of common stock, subject to customary exceptions, receives a $6.75 cash Closing Amount without interest plus one contingent value right, or CVR. Each CVR provides the right to receive up to an aggregate of $2.50 in additional cash if specified milestones are achieved, less applicable tax withholding. Those additional payments are contingent, not guaranteed.

Verified Figures

- **$6.75 per share:** Cash Closing Amount, without interest, subject to customary exceptions. - **Up to $2.50 per CVR:** Maximum aggregate contingent cash payment upon milestone achievement, less applicable tax withholding. - **September 11, 2026:** Merger Closing Date.

Source: [AtaiBeckley Form 8-K, accession 0001140361-26-036283](https://www.sec.gov/Archives/edgar/data/2081043/000114036126036283/ef20081247_8k.htm).

What the additional payments depend on

The CVR has three milestones, each with a deadline measured from the Closing Date. Initiation of a Phase 3 clinical trial of VLS-01 before the fourth anniversary can trigger up to $1.00 per share. U.S. regulatory approval and DEA rescheduling of BPL-003 before the fifth anniversary can trigger up to $0.50 per share. U.S. regulatory approval and DEA rescheduling of VLS-01 before the seventh anniversary can trigger up to $1.00 per share.

These conditions describe what must happen for the contingent payments to become payable; the merger close does not establish that any of the milestones has been achieved. The CVRs are not listed or registered under the Securities Act or Exchange Act, and they cannot be transferred except in limited circumstances. They carry no voting or dividend rights and do not represent an ownership interest in Lilly, AtaiBeckley or the surviving corporation. Computershare Trust Company, N.A. and Computershare, Inc. serve as rights agent.

The merger is closed; delisting is the next step

On the Closing Date, AtaiBeckley notified Nasdaq that the merger had been consummated and requested that Nasdaq suspend trading in its common stock and file Form 25 to delist the shares and deregister them under Section 12(b) of the Exchange Act. The filing describes those requests; it does not establish that Form 25 has become effective.

After Form 25 becomes effective, AtaiBeckley intends to file Form 15 to terminate its Exchange Act registration and suspend its reporting obligations under Sections 13 and 15(d). Board members resigned at the merger's Effective Time under the merger agreement, with Lilly-designated directors and officers described in the 8-K.

AtaiBeckley entered into the merger agreement with Lilly and Albali Acquisition Corporation on July 15, 2026, and previously disclosed it in a July 16 Form 8-K. The September 11 filing reports the completed transaction. What remains contingent for former shareholders is the additional cash tied to the CVR milestones.