{"url_path":"/sec/atai/8-k/2026-09-11/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","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":551,"has_tables":true,"body_markdown":"Item 2.01\n\nCompletion of Acquisition or Disposition of Assets.\n\nThe information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.\n\nOn the Closing Date, pursuant to the terms of the Merger Agreement, the Merger was consummated. At the Effective Time, the shares of Common Stock issued and\noutstanding immediately prior to the Effective Time, subject to certain customary exceptions specified in the Merger Agreement, were converted into the right to receive the Merger Consideration.\n\nIn connection with the consummation of the Merger, the Company’s equity awards were treated as follows:\n\n \n\n•\n\nat 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 less than the Closing Amount that was outstanding immediately prior to the Effective Time, whether or not vested (each, a “Company Cash-Out Stock Option”), was cancelled and, in exchange therefor, the holder of such Company Cash-Out Stock Option became entitled to receive (A) an amount in cash, without interest and less applicable\ntax 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,\nassuming 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\nsuch Company Cash-Out Stock Option immediately prior to the Effective Time (without regard to vesting);\n\n \n\n•\n\nat the Effective Time, each Company Stock Option having an exercise price equal to or greater than the Closing Amount that was outstanding immediately prior\nto the Effective Time, whether or not vested, was cancelled for no consideration;\n\n \n\n•\n\nat the Effective Time, each restricted stock unit granted under a Company equity incentive plan (each, a “Company\n\nRSU”) that was outstanding, and unvested, or vested but not yet settled, in each case immediately prior to the Effective Time, was cancelled and, in exchange therefor, the holder of such Company RSU became entitled to\nreceive (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\nAmount 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\n\n \n\n•\n\neach Company equity incentive plan and award agreement thereunder was terminated effective as of the Effective Time.\n\nIn connection with the consummation of the Merger, the Company also effected the termination and cancellation of applicable subsidiary equity awards and the wind-up\nand dissolution of ATAI Life Sciences HSOP GbR, in each case as contemplated by the Merger Agreement.\n\nThe foregoing summary of the principal terms of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full copy of\nthe Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 16, 2026 and which is incorporated herein by reference."}