{"url_path":"/sec/atai/8-k/2026-07-16/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/2081043/0001140361-26-028604-index.html","accession_number":"0001140361-26-028604","cik":"0002081043","ticker":"ATAI","issuer_name":"AtaiBeckley Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2081043/0001140361-26-028604-index.html","primary_entity_key":"0002081043","primary_entity_name":"AtaiBeckley Inc."},"word_count":1297,"has_tables":true,"body_markdown":"Item 9.01\n\nFinancial Statements and Exhibits.\n\n(d) Exhibits.\n\nExhibit No.\n\n \n\nDescription\n\n \n\n \n\n[2.1*§](ef20078103_ex2-1.htm)\n\n \n\nAgreement and Plan of Merger, dated as of July 15, 2026, by and among Eli Lilly and Company, Albali Acquisition Corporation and AtaiBeckley Inc.\n\n \n\n \n\n[10.1](ef20078103_ex10-1.htm)\n\n \n\nForm of Voting and Support Agreement.\n\n \n\n \n\n[99.1](ef20078103_ex99-1.htm)\n\n \n\nJoint Press Release of Eli Lilly and Company and AtaiBeckley Inc., dated July 16, 2026.\n\n \n\n \n\n104\n\n \n\nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\n*\n\nSchedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.\n\n§Certain portions of this exhibit (indicated by “[***]”) have been redacted pursuant to Regulation S-K, Item 601(a)(6).\n\nNo Offer or Solicitation\n\nThis communication is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer\nor invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale,\nissuance or transfer of securities in any jurisdiction in contravention of applicable law.\n\nAdditional Information about the Acquisition and Where to Find It\n\nThe Company plans to file a proxy statement (the “Proxy Statement”) with the SEC in connection with the solicitation of proxies\nto approve the Merger Agreement relating to the Merger. Promptly after filing the definitive Proxy Statement with the SEC, the Company will mail the definitive Proxy Statement and a proxy card to each stockholder entitled to vote at the special\nmeeting to consider the adoption of the Merger Agreement. Stockholders are urged to read the proxy statement (including any amendments or supplements thereto) and any other relevant documents that the Company will file with the SEC when they become\navailable because they will contain important information. Stockholders may obtain, free of charge, the preliminary and definitive versions of the Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by the\nCompany with the SEC in connection with the Merger at the SEC’s website (http://www.sec.gov). Copies of the Company’s definitive Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by the Company with the\nSEC in connection with the Merger will also be available, free of charge, at the Company’s investor relations website (https://ir.ataibeckley.com), or by writing to AtaiBeckley Inc., Attention: Investor Relations, 250 West 34th Street, New\nYork, NY 10119.\n\nParticipants in the Solicitation\n\nUnder SEC rules, the Company and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the\nsolicitation of proxies from stockholders in connection with the Merger. Information about the directors and executive officers of the Company and their ownership of the Company’s common stock is set forth in the definitive proxy statement for the\nCompany’s 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”), which was filed with the SEC on April 22, 2026, including the sections captioned “Director Compensation,” “Executive Employment Agreements” and “Security Ownership of Certain\nBeneficial Owners and Management,” or its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 6, 2026, and in other documents filed by the Company with the SEC. To the extent holdings of such\nparticipants in the Company’s securities have changed since the amounts described in the 2026 Proxy Statement, such changes have been reflected on Forms 3 or Forms 4 filed with the SEC by the Company’s directors and executive officers. These\ndocuments can be obtained free of charge from the sources indicated below. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will\nbe contained in the Proxy Statement and other relevant materials to be filed with the SEC in respect of the Merger when they become available.\n\nCautionary Statement Regarding Forward-Looking Statements\n\nThis communication contains forward-looking statements that involve substantial risks and uncertainties, including statements regarding: the Merger; the prospective\nbenefits of the Merger; the parties’ ability to satisfy the conditions to the consummation of the Merger and the expected timetable for the Merger; the anticipated occurrence, manner and timing of the closing of the Merger; potential milestone\npayment amounts and terms pursuant to the CVRs; the Company’s product candidates and ongoing clinical and preclinical development; Parent’s development of programs targeting treatment-resistant depression and mental health conditions; and the\naccounting treatment of the potential acquisition under GAAP and its potential impact on Parent’s financial results and financial guidance. All statements other than statements of historical facts are forward-looking statements. The words\n“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although\nnot all forward-looking statements contain these identifying words. Any forward-looking statements are based on current beliefs and expectations, and are subject to a number of risks and uncertainties that could cause actual results to differ\nmaterially and adversely from those set forth in, or implied by, such forward-looking statements. These risks and uncertainties include, but are not limited to: the possibility that the Company’s shareholders may not approve the adoption of the\nMerger Agreement; the Company’s receipt of any competing offers or acquisition proposals; a failure to (or delay in) receiving the required regulatory clearances for the Merger; a condition to closing of the Merger may not be satisfied (or waived);\nthe ability of each party to consummate the Merger; the closing of the Merger might be delayed or not occur at all; the diversion of management time and attention from ongoing business operations and opportunities; the response of competitors to the\nMerger; the effect of the Merger and the public announcement of the Merger on the Company’s operations and its relationships with its suppliers, business partners, management and employees, including its ability to attract and retain key personnel;\nParent’s ability to successfully integrate the Company and execute on the continued development of the Company’s programs following the Closing; that all or any of the potential milestone payments pursuant to the CVRs will become payable on the terms\ndescribed herein or at all; the outcome of any legal proceedings that could be instituted against the parties to the Merger; the risks inherent in drug research, development and commercialization; disruption in the Company’s plans and operations\nattributable to the Merger; changes in the Company’s business during the period between announcement and closing of the Merger; Parent’s evaluation of the accounting treatment of the potential acquisition and its potential impact on its financial\nresults and financial guidance; the effects of the Merger (or the announcement thereof) on the Company’s stock price; relationships with key third parties or governmental entities; regulatory changes and developments; and the impact of global\nmacroeconomic conditions, including trade and other global disputes and interruptions, including related to tariffs, trade protection measures, and similar restrictions. For further discussion of these and other risks and uncertainties, see Parent’s\nand the Company’s periodic reports filed with the SEC. There can be no assurance that the Merger will in fact be consummated. All forward-looking statements in this communication are based on information available to Parent and the Company as of the\ndate of this communication. Parent and the Company each expressly disclaim any obligation to publicly update or revise the forward-looking statements, except as required by law.\n\nSIGNATURES\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto\nduly authorized.\n\n \n\n \n\nATAIBECKLEY INC.\n\n \n\n \n\n \n\nDate: July 16, 2026\n\nBy:\n\n/s/ Srinivas Rao\n\n \n\n \n\nSrinivas Rao\n\n \n\n \n\nChief Executive Officer"}