X0609 4 2026-09-11 true 0002081043 AtaiBeckley Inc. ATAI 0001860902 Rao Srinivas false C/O ATAI LIFE SCIENCES US, INC. C/O INDUSTRIOUS NYC, 250 WEST 34TH ST. NEW YORK NY 10119 true true See remarks false Common Stock 2026-09-11 4 D 0 212942 D 0 D Common Stock 2026-09-11 4 D 0 3500 D 0 I By Spouse Stock Option 5.68 2026-09-11 4 D 0 650795 D 2030-08-20 Common Stock 650795 0 D Stock Option 2.5 2026-09-11 4 D 0 217778 D 2030-08-20 Common Stock 217778 0 D Stock Option 2.44 2026-09-11 4 D 0 2147408 D 2030-08-20 Common Stock 2147408 0 D Stock Option 5.65 2026-09-11 4 D 0 777400 D 2032-03-01 Common Stock 777400 0 D Stock Option 1.18 2026-09-11 4 D 0 600000 D 2033-03-14 Common Stock 600000 0 D Stock Option 1.84 2026-09-11 4 D 0 800000 D 2034-03-13 Common Stock 800000 0 D Stock Option 1.75 2026-09-11 4 D 0 2340000 D 2035-01-06 Common Stock 2340000 0 D Stock Option 3.76 2026-09-11 4 D 0 1988000 D 2036-01-30 Common Stock 1988000 0 D Restricted Stock Units 2026-09-11 4 D 0 442000 D Common Stock 442000 0 D Pursuant to the Agreement and Plan of Merger dated as of July 15, 2026, by and among AtaiBeckley Inc. (the "Company"), Eli Lilly and Company, an Indiana corporation ("Parent"), and Albali Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary of Parent ("Merger Sub"), on September 11, 2026, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, converted into the right to receive (i) $6.75 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, less any applicable tax withholding. At the Effective Time, each outstanding stock option of the Company, subject to certain exceptions, was automatically cancelled and converted into the right 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 stock option immediately prior to the Effective Time multiplied by (2) the excess of $6.75 over the applicable exercise price per share under such stock option and (B) one CVR for each share subject to such stock option immediately prior to the Effective Time (without regard to vesting). At the Effective Time, each outstanding restricted stock unit ("RSU"), subject to certain exceptions, was automatically cancelled and converted into the right 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 RSU immediately prior to the Effective Time multiplied by (2) $6.75 and (B) one CVR for each share subject to such RSU immediately prior to the Effective Time (without regard to vesting). Co-Founder and Chief Executive Officer /s/ Ryan Barrett, as attorney in fact 2026-09-11