{"url_path":"/sec/atai/8-k/2026-09-11/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/2081043/0001140361-26-036283-index.html","accession_number":"0001140361-26-036283","cik":"0002081043","ticker":"ATAI","issuer_name":"AtaiBeckley Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2081043/0001140361-26-036283-index.html","primary_entity_key":"0002081043","primary_entity_name":"AtaiBeckley Inc."},"word_count":913,"has_tables":true,"body_markdown":"false12-31000208104300020810432026-09-112026-09-11\n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWASHINGTON, D.C. 20549\n\nFORM 8-K\n\nCURRENT REPORT\n\nPursuant to Section 13 or 15(d)\n\nof the Securities Exchange Act of 1934\n\nDate of Report (Date of earliest event reported): September 11, 2026\n\nATAIBECKLEY INC.\n\n(Exact name of Registrant as Specified in Its Charter)\n\nDelaware\n\n001-43037\n\n41-3357923\n\n(State or Other Jurisdiction of Incorporation)\n\n(Commission File Number)\n\n(IRS Employer Identification No.)\n\nc/o atai Life Sciences US, Inc.\nc/o Industrious NYC, 250 West 34th Street\n\n \n\n \n\nNew York, New York\n\n10119\n\n(Address of Principal Executive Offices)\n\n(Zip Code)\n\nRegistrant’s Telephone Number, Including Area Code: (332)\n282-0507\n\n(Former Name or Former Address, if Changed Since Last Report)\n\nCheck 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\nprovisions:\n\n☐\n\nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n☐\n\nSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n☐\n\nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n☐\n\nPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\nTitle of each class\n\n \n\nTrading\n\nSymbol(s)\n\n \n\nName of each exchange\n\non which registered\n\nCommon stock, $0.01 par value per share\n\n \n\nATAI\n\n \n\nThe Nasdaq Stock Market LLC (Nasdaq Global\nMarket)\n\nIndicate 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\n12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).\n\nEmerging growth company ☒\n\nIf 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\nfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\nIntroductory Note\n\nAs previously disclosed in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”)\n\non July 16, 2026, AtaiBeckley Inc. (the “Company”) entered into an Agreement and Plan of Merger, dated as of July 15, 2026 (the “Merger\nAgreement”), with Eli Lilly and Company, an Indiana corporation (“Parent”), and Albali Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary\nof Parent (“Merger Sub”). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Merger Agreement.\n\nOn September 11, 2026 (the “Closing Date”), pursuant to the Merger Agreement, Merger Sub merged with and\ninto the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent.\n\nPursuant 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\nEffective 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\nMerger Agreement)) was 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,\nif any, of specified clinical and regulatory milestones payable in accordance with the terms of a Contingent Value Rights Agreement (the “CVR Agreement”) described below (the foregoing\nclauses (i) and (ii), collectively, the “Merger Consideration”), less any applicable tax withholding.\n\nAt or immediately prior to the Effective Time, Parent and Computershare Trust Company, N.A. and Computershare, Inc., as rights agent (the “Rights Agent”), entered into the CVR Agreement. Each CVR represents the right to receive cash payments conditioned on achievement within specified time periods of the following milestones: (i) up to $1.00 per\nshare upon initiation of a Phase 3 clinical trial of VLS-01 prior to the 4th anniversary of the Closing Date, (ii) up to $0.50 per share upon U.S. regulatory approval and DEA rescheduling of BPL-003 prior to the 5th\nanniversary of the Closing Date and (iii) up to $1.00 per share upon U.S. regulatory approval and DEA rescheduling of VLS-01 prior to the 7th anniversary of the Closing Date. The CVRs are not transferable (except in limited\ncircumstances), 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 do not have any voting or dividend rights. The CVRs do not represent any equity or ownership interest in Parent, the Company,\nor the surviving corporation.\n\nThe Company’s definitive proxy statement, filed with the SEC on August 10, 2026 (the “Proxy Statement”),\ncontains additional information about the Merger and the Merger Agreement, including information concerning the interests of directors and executive officers of the Company in the Merger. The foregoing description of the Merger Agreement does not\npurport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K on July 16, 2026 and is incorporated herein by\nreference."}