acquisition
AtaiBeckley Inc.Eli Lilly and Company
- Target
- AtaiBeckley Inc.
- Acquirer or investor
- Eli Lilly and Company
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. Closing 8-K, Item 2.01, filed 2026-09-11: on 2026-09-11 Albali Acquisition Corporation merged into AtaiBeckley Inc., which survives as a wholly owned subsidiary of Eli Lilly and Company. Each share converted into $6.75 cash plus one CVR (up to $2.50); CVR Agreement between Lilly and Computershare as rights agent; the 8-K restates the milestones as (i) up to $1.00 on initiation of a Phase 3 clinical trial of VLS-01 before the 4th anniversary of the Closing Date, (ii) up to $0.50 on US regulatory approval and DEA rescheduling of BPL-003 before the 5th anniversary, (iii) up to $1.00 on US regulatory approval and DEA rescheduling of VLS-01 before the 7th anniversary. Options with exercise price below $6.75 and all RSUs cashed out plus one CVR per underlying share. Stockholder vote 2026-09-08 (8-K Item 5.07, https://www.sec.gov/Archives/edgar/data/2081043/000114036126035939/ef20081508_8k.htm): 237,762,253 for, 5,033,755 against, 555,549 abstain; 243,351,557 of 370,864,669 shares (65.6%) present. Nasdaq filed Form 25 on 2026-09-11; company intends to file Form 15. Apeiron Investment Group Schedule 13D/A No. 5 (event date 2026-09-11) reports 0 shares. Supersedes the row verified 2026-08-26. GEOGRAPHY, recorded 2026-09-25: target_geo is US. AtaiBeckley Inc. is a Delaware corporation listed on Nasdaq, and the closing 8-K (Item 2.01, filed 2026-09-11) names it as the company acquired. The earlier row read US/UK because the programmes include UK-origin assets from Beckley Psytech Limited (BPL-003 and its Beckley pipeline), acquired by atai in 2025 (D002); that is a fact about the assets, not about the target entity, so it lives in this note and not in the geography field. RE-VERIFIED 2026-10-06 against the closing 8-K (https://www.sec.gov/Archives/edgar/data/2081043/000114036126036283/ef20081247_8k.htm): Item 2.01 'On the Closing Date, pursuant to the terms of the Merger Agreement, the Merger was consummated'; Item 5.01 'As a result of the consummation of the Merger, a change in control of the Company occurred. Following the consummation of the Merger, the Company became a wholly owned subsidiary of Parent.' No field changed. UK REGISTRY, added 2026-10-06: Companies House, Beckley Psytech Limited 11496099, two filings dated 29 September 2026: PSC02 'Notification of Eli Lilly and Company as a person with significant control on 21 September 2026' and PSC07 'Cessation of Ataibeckley Inc. as a person with significant control on 21 September 2026' (https://find-and-update.company-information.service.gov.uk/company/11496099/filing-history, read 2026-10-06). The PSC change is dated 21 September, ten days after the 11 September closing and the same day as AtaiBeckley's Form 15-12G. The PSC PDFs were not opened: the nature of control (share or voting thresholds) is not recorded here. Board change at the same company, effective 11 September 2026, is in the Issue 16 collection (digests/2026-09-28-issue-16.md). Supersedes the row verified 2026-09-25 (kept), per DATA LAYER rule 4.
Why it matters
The CVR Agreement (an annex inside EX-2.1) pays on three milestones. The Second Milestone requires 'the receipt of the first Regulatory Approval in the United States' for BPL-003 plus a DEA rescheduling of 'FDA-approved mebufotenin benzoate nasal spray'; the Third Milestone requires the same for VLS-01, US Regulatory Approval plus DEA rescheduling of 'FDA-approved N,N-Dimethyltryptamine (DMT)'. The First Milestone is 'Initiation of a Phase 3 Clinical Trial' of VLS-01 for MDD, TRD or GAD, where a Phase 3 Clinical Trial is one 'intended to form the basis for Regulatory Approval by the FDA or equivalent Regulatory Authority' and is jurisdiction-neutral, so a European Phase 3 could satisfy it. The words EMA, MHRA, EU and Europe do not appear in the CVR Agreement; EMA and MHRA appear in the Merger Agreement body only in compliance representations and definitions. Basis of the open Issue 7 call. Brenipatide is not mentioned anywhere in the release, which is what pins the Issue 11 naming argument. Amended 2026-09-05 against the CVR exhibit; previously read: 'Every CVR trigger names the FDA and the DEA. None names the EMA, the EU or any European market.' That overstated the first trigger. Close date fixes the twelve-month window of the Issue 7 call: 2026-09-11 to 2027-09-11.
Assets
The Reconciliation
Reconciled in Exhibit 01.See the full Reconciliation
In the briefing
Sourcing
- Source type
- sec_filing
- Verified
- 6 October 2026
- Confidence
- verified