AtaiBeckley Inc.

false 0002081043 0002081043 2026-07-15 2026-07-15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2026 ATAIBECKLEY INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-43037 41-3357923 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) c/o atai Life Sciences US, Inc. c/o Industrious NYC, 250 West 34th Street New York , New York 10119 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: ( 332 ) 282-0507 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, $0.01 par value per share ATAI The Nasdaq Stock Market LLC (Nasdaq Global Market) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On July 15, 2026, AtaiBeckley Inc. (the “ Company ”), 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 Company (the “ Merger ”), with the Company surviving as a wholly owned subsidiary of Parent. The Merger Agreement has been unanimously approved by the Company’s board of directors (the “ Board ”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, at the effective time of the Merger (the “ Effective Time ”) each share of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), issued and outstanding immediately prior to the Effective Time (other than (x) shares held in the treasury of the Company, owned by the Company 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)) will be 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 ”) to be entered into between Parent and a rights agent selected by Parent and reasonably acceptable to the Company (the foregoing clauses (i) and (ii), collectively, the “ Merger Consideration ”), less any applicable tax withholding. Each CVR will entitle its holder to the following cash payments conditioned on achievement within specific time periods: (1) up to $1.00 per share upon initiation of a Phase 3 clinical trial of VLS-01 prior to the 4 th anniversary of the Closing (as defined in the Merger Agreement), (2) up to $0.50 per share upon U.S. regulatory approval and Drug Enforcement Agency (“ DEA ”) rescheduling of BPL-003 prior to the 5 th anniversary of the Closing and (3) up to $1.00 per share upon U.S. regulatory approval and DEA rescheduling of VLS-01 prior to the 7 th anniversary of the Closing. Contingent Value Rights Agreement In connection with the Merger, at or immediately prior to the Effective Time, Parent will execute and deliver the CVR Agreement with a rights agent. Under the CVR Agreement, each CVR will represent the contractual right to receive a contingent cash payment upon the achievement of certain specified milestones. The CVRs will not be transferable (except in limited circumstances), will not be registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), will not be listed on any securities exchange, and will not have any voting or dividend rights. The CVRs will not represent any equity or ownership interest in Parent, the Company, or the surviving corporation. Treatment of Equity Awards The Merger Agreement provides for the following treatment of the Company’s equity awards: • at the Effective Time, each option to purchase Common Stock granted under a Company equity incentive plan (each, a “ Company Stock Option ”) with a per share exercise price that is less than the Closing Amount that is outstanding immediately prior to the Effective Time, whether or not vested (each, a “ Company Cash-Out Stock Option ”), will be cancelled, and, in exchange therefor, the holder of such Company Cash-Out Stock Option will be 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); • at the Effective Time, each Company Stock Option having an exercise price equal to or greater than the Closing Amount that is outstanding immediately prior to the Effective Time, whether or not vested, will be cancelled for no consideration; • at the Effective Time, each restricted stock unit granted under a Company equity incentive plan (“ Company RSU ”) that is outstanding, and unvested, or vested but not yet settled, in each case immediately prior to the Effective Time, will be cancelled, and, in exchange therefor, the holder of such Company RSU will be 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 RSU immediately prior to the Effective Time multiplied by (2) the Closing Amount and (B) one CVR for each share of Common Stock subject to such Company RSU immediately prior to the Effective Time (without regard to vesting); and • each Company equity incentive plan and award agreement thereunder shall be terminated effective as of the Effective Time. In addition, each pre-funded warrant to purchase shares of Common Stock (each, a “ Pre-Funded Warrant ”) outstanding immediately prior to the Effective Time will remain outstanding following the Effective Time and will be exercisable into the same consider