Merger with Eli Lilly completed; shares delisted from Nasdaq

AtaiBeckley Inc. announced that its merger with Eli Lilly and Company is now complete, effective September 11, 2026. As a result of the merger, AtaiBeckley Inc. has become a wholly-owned subsidiary of Eli Lilly. This completion follows the merger agreement initially disclosed in a Form 8-K filed on July 16, 2026.

Under the terms of the merger, each outstanding share of AtaiBeckley common stock has been converted into the right to receive $6.75 in cash. Additionally, shareholders will receive one contingent value right (CVR) per share. These CVRs could provide up to an additional $2.50 per share, contingent upon the achievement of specific clinical and regulatory milestones for the company's drug candidates.

The CVR payments are structured around three potential milestones. The first is up to $1.00 per share upon the initiation of a Phase 3 clinical trial for VLS-01 by the fourth anniversary of the closing date. The second is up to $0.50 per share upon U.S. regulatory approval and DEA rescheduling of BPL-003 by the fifth anniversary. The third is up to $1.00 per share upon U.S. regulatory approval and DEA rescheduling of VLS-01 by the seventh anniversary. These CVRs are not transferable, will not be registered, and will not be listed on any exchange.

In conjunction with the merger's closing, AtaiBeckley Inc. has notified Nasdaq of the completion and requested the delisting of its common stock. The company plans to file a Form 15 with the SEC to terminate its registration and suspend its reporting obligations under the Exchange Act. Furthermore, all directors and executive officers of AtaiBeckley Inc. have resigned, and new directors and officers from Eli Lilly's subsidiary have been appointed.