acquisition
AtaiBeckley Inc.Eli Lilly and Company
- Target
- AtaiBeckley Inc.
- Acquirer or investor
- Eli Lilly and Company
- Upfront
- $2.8bn
- Contingent
- $1bn
- Headline total
- $3.8bn
- Currency
- USD
- Status
- announced
- Close date
- Pending
- Geography
- US/UK
- Lead asset
- BPL-003 (mebufotenin benzoate)
- Phase
- Phase 2b complete; company states Phase 3 activities initiated, no Phase 3 on ClinicalTrials.gov as of 2026-08-24
- Indication
- treatment-resistant depression
Structure
$6.75 per share cash at closing (the Closing Amount) plus one CVR per share representing the right to receive up to $2.50 in cash per CVR. CVR triggers, quoted from the 8-K Item 1.01: (1) up to $1.00 per share upon initiation of a Phase 3 clinical trial of VLS-01 prior to the 4th anniversary of the Closing; (2) up to $0.50 per share upon U.S. regulatory approval and Drug Enforcement Agency rescheduling of BPL-003 prior to the 5th anniversary; (3) up to $1.00 per share upon U.S. regulatory approval and DEA rescheduling of VLS-01 prior to the 7th anniversary. NB the 8-K body says 'up to' on each tranche; EX-99.1 (the press release, filed as an exhibit to the same 8-K) drops 'up to' and states each figure flat. The filing wording governs here. Aggregate figures are from EX-99.1: upfront ~$2.8bn equity value, CVR ~$1.0bn potential. Merger Agreement dated 2026-07-15; 8-K filed 2026-07-16. Merger Sub: Albali Acquisition Corporation. Merger Agreement filed as EX-2.1, CVR-related agreement EX-10.1, press release EX-99.1. CVRs are non-transferable except in limited circumstances, unregistered and unlisted. No FX conversion; figures native USD.
Why it matters
Every CVR trigger names the FDA and the DEA. None names the EMA, the EU or any European market. Basis of the open Issue 7 call. Brenipatide is not mentioned anywhere in the release, which is what pins the Issue 11 naming argument.
Sourcing
- Source type
- sec_filing
- Verified
- 26 August 2026
- Confidence
- verified