AtaiBeckley Inc.

DEFM14A 1 ny20078129x2_defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 ATAIBECKLEY INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☐ No fee required. ☒ Fee paid previously with preliminary materials. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. TABLE OF CONTENTS c/o atai Life Sciences US, Inc. c/o Industrious NYC 250 West 34th Street New York, New York 10119 To the Stockholders of AtaiBeckley Inc.: You are cordially invited to attend a special meeting of stockholders (which we refer to, together with any adjournment, postponement or other delay thereof, as the “special meeting”) of AtaiBeckley Inc. (which we refer to as “AtaiBeckley,” “we,” “us” or “our”). The special meeting will be held on September 8, 2026, at 11:00 a.m., Eastern Time. You may attend the special meeting via a live interactive webcast on the internet at www.virtualshareholdermeeting.com/ATAI2026SM. You will be able to listen to the special meeting live and vote online. At the special meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated as of July 15, 2026 (which we refer to as the “merger agreement”), by and among Eli Lilly and Company, an Indiana corporation (which we refer to as “Lilly”), Albali Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Lilly (which we refer to as “Merger Sub”), and AtaiBeckley. We refer to the merger of Merger Sub with and into AtaiBeckley as the “merger.” In addition, at the special meeting, you will also be asked to consider and vote on any proposal for the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. If the merger is completed, you will be entitled to receive $6.75 in cash, without interest and less applicable tax withholdings, plus one contingent value right (which we refer to as a “CVR”) 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, for each share of our common stock that you own immediately prior to the effective time of the merger (unless you have properly exercised your appraisal rights). The purchase price payable at closing represents a premium of approximately 40% to the 30-day volume-weighted average trading price of our common stock ended on July 15, 2026. AtaiBeckley’s Board of Directors, after considering the factors more fully described in the enclosed proxy statement, (i) determined that the merger agreement and the transactions contemplated by the merger agreement (which we refer to as the “Contemplated Transactions”) are advisable, fair to, and in the best interests of AtaiBeckley and the holders of shares of our common stock, (ii) duly authorized and approved the execution and delivery of the merger agreement by AtaiBeckley, the performance by AtaiBeckley of its covenants and other obligations thereunder, and the consummation of the Contemplated Transactions upon the terms and subject to the conditions set forth therein, and (iii) resolved to recommend that the holders of shares of our common stock adopt the merger agreement at a meeting of AtaiBeckley’s stockholders held for such purpose and any adjournment or postponement thereof, in each case, on the terms and subject to the conditions of the merger agreement. AtaiBeckley’s Board of Directors recommends that you vote: (1) “FOR” the adoption of the merger agreement; and (2) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. The accompanying proxy statement provides detailed information about the special meeting, the merger agreement, and the merger, and the proposals to be considered at the special meeting. A copy of the merger agreement is attached as Annex A to the proxy statement. The accompanying proxy statement also describes the actions and determinations of AtaiBeckley’s Board of Directors in connection with its evaluation of the merger agreement and the merger. Please read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety, as they contain important information. Even if you plan to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Please see additional information in the accompanying proxy statement. Your vote is very important, regardless of the number of shares that you own. If you have any questions or need assistance voting your shares, please contact our proxy solicitor: Innisfree M&A Incorporated 500 Fifth Avenue, 21st Floor New York, NY 10110 Stockholders may call toll free: (877) 456-3402 Banks and Brokers may call collect: (212) 750-5833 On behalf of AtaiBeckley’s Board of Directors, thank you for your support. Very truly yours, /s/ Srinivas Rao Srinivas Rao, M.D., Ph.D. Co-Founder and Chief Executive Officer The accompanying proxy statement is dated August 10, 2026, and, together with the enclosed form of proxy card, is first being sent to stockholders on August 10, 2026. TABLE OF CONTENTS c/o atai Life Sciences US, Inc. c/o Industrious NYC 250 West 34th Street New York, New York 10119 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 8, 2026 Notice is given that a special meeting of stockholders (which we refer to, together with any adjournment, postponement or other delay thereof, as the “special meeting”) of AtaiBeckley Inc., a Delaware corporation (which we refer to as “AtaiBeckley,” “we,” “us” or “our”), will be held on September 8, 2026, at 11:00 a.m., Eastern Time, for the following purposes: (1) to consider and vote on the proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated as of July 15, 2026, by and among Eli Lilly and Company, an Indiana corporation (which we refer to as “Lilly”), Albali Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Lilly (which we refer to as “Merger Sub”), and AtaiBeckley (which we refer to as the “merger agreement”); and (2) to consider and vote on any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time