Agreement and Plan of Merger dated 15 July 2026, with the form of CVR agreement as Annex III to EX-2.1; filed 16 July 2026
- Date
- 15 Jul 2026
- Event type
- Definitive agreement
- Source
- sec.gov
Deal Read
We check what a deal announced against what was signed and filed, and give you the differences.
What you get
- Every difference between the agreement and the announcement, tied to its section.
- Every later filing that changes a term, dated.
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Every term is read from the primary documents, the agreement as filed, the announcement and every later filing, and set beside the announced wording with its section and source cited. Where a signed agreement is not public we say so and read the filed form; our view is labelled as ours and kept apart from the copied text.
This is research on public documents. It is not investment, legal or tax advice, and it is not an offer or solicitation to buy or sell any security.
One deal, every filing that changed the record.
See the full ReconciliationOpen the deal
- Definitive agreement
- Announcement
- New disclosure
- Closing event
- Reporting-status change
Lilly to acquire AtaiBeckley, press release
- Date
- 16 Jul 2026
- Event type
- Announcement
- Source
- prnewswire.com
AtaiBeckley Form 10-Q for the quarter ended 30 June 2026
- Date
- 11 Aug 2026
- Event type
- New disclosure
- Source
- sec.gov
Closing 8-K, Item 2.01
- Date
- 11 Sep 2026
- Event type
- Closing event
- Source
- sec.gov
Form 15-12G, suspension of the duty to file reports
- Date
- 21 Sep 2026
- Event type
- Reporting-status change
- Source
- sec.gov
Eli Lilly and Company Form 10-Q for the quarter ended 30 September 2026
- Date
- 29 Oct 2026
- Event type
- New disclosure
- Source
- sec.gov
We don't summarise deals. We reconcile them.
That means we put the press release next to the signed contract and mark every place they differ. Then we do it again each time a new filing lands.
The sample
Exhibit 01 is the Lilly and AtaiBeckley deal done this way. Two pages. Free. Exhibit 02 is the atai and Beckley Psytech deal, done the same way.
The Reconciliation
One deal. Two accounts. Every change since.
Every deal has two versions. The press release says what the company wants you to hear. The signed contract says what it actually agreed to. We put them side by side and mark every place they differ. Then we keep watching as new filings arrive.
Not yet reconciled
Not yet reconciled. Announced 1 Sep 2026. Agreement: not on record.
Last checked 28 Sep 2026
10 of 14 terms differLast change 29 Oct 2026, new disclosure
Term
Announced 16 Jul 2026
Form, unsigned (Annex III) 15 Jul 2026Signed copy not public; form unchanged on EDGAR.
Efforts obligationdiffersNot stated.“to use Commercially Reasonable Efforts”: VLS-01 toward the...§4.3(a)(i), §4.3(a)(ii); §4.3(b); §6.4; §1.1 Acting Holders
Our readTRD is the only indication covered, by subtraction; the text never names it as the obligation. Swap on VLS-01 only: if Parent elects to terminate clinical development of the First CVR Product in TRD and then begins MDD or GAD, TRD is deemed excluded instead of the indication Lilly starts; the other of MDD or GAD stays excluded. No anti-evasion or good-faith clause; two cut the other way. Holders cannot force it: §6.4 bars specific enforcement of §4.3, and only the Acting Holders, holders of 25% or more, may sue on behalf of all Holders, save an individual Holder owed a payment already finally determined due.INTERPRETATION
Form, unsigned (Annex III)Form, unsigned (Annex III)
“to use Commercially Reasonable Efforts”: VLS-01 toward the First Milestone and Third Milestone, BPL-003 toward the Second Milestone, each carving out “the treatment of MDD or GAD”. “supersede any standard of efforts or implied covenant of good faith and fair dealing”. “The Holders shall not be entitled to specific enforcement of Section 4.3”. “the Acting Holders will have the sole right, on behalf of all Holders, by virtue of or under any provision of this Agreement, to institute any action or proceeding with respect to this Agreement” (except for the rights of the Rights Agent), provided that an individual Holder may “seek a payment due from the applicable party pursuant to Section 4.2 solely to the extent such payment, and the amount of such payment, has been finally determined to be due and payable”. “Acting Holders” means, at the time of determination, Holders of not less than twenty-five percent (25%) of outstanding CVRs as set forth in the CVR Register.
§4.3(a)(i), §4.3(a)(ii); §4.3(b); §6.4; §1.1 Acting Holders, p. 17; 18; 23; 1
Annex III to EX-2.1, form, undated; merger agreement 15 Jul 2026
Since signingFACT
No amendment filed.
CVR milestones re-read in the Q2 10-Q and unchanged: VLS-01 Phase 3 initiation, US or foreign equivalent per the Phase 3 definition; US approval + DEA rescheduling of BPL-003; US approval of VLS-01; VLS-01 approval milestone also conditional on DEA rescheduling.
AtaiBeckley Form 10-Q for the quarter ended 30 June 2026, 11 Aug 2026
closing 8-K Item 2.01 repeats 'up to' wording and names Computershare as Rights Agent; it attaches no CVR agreement.
Signed copy not filed; reporting suspended. Form 15-12G filed to deregister and suspend the reporting duty, so the executed CVR agreement is now unlikely ever to be filed by the target; Lilly filed no 8-K in September 2026.
Form 15-12G, suspension of the duty to file reports, 21 Sep 2026
Lilly's Q3 2026 10-Q discloses no CVR term and files no CVR agreement as an exhibit.
Eli Lilly and Company Form 10-Q for the quarter ended 30 September 2026, 29 Oct 2026
No later filing recorded. Last checked 5 Nov 2026.
Milestone Offset Amountdiffers“(a) $1.00 per share ... (b) $0.50 per share ... (c) $1.00...$1.00 minus any Milestone Offset Amount; likewise $0.50...§1.1; §1.1 Milestone Offset Amount; §1.1 Necessary IP; §1.1 Third Party
Our read50% of third-party Necessary IP payments allocable to the product, divided by CVRs outstanding. Payment must run to a Third Party, defined to exclude the Company, Parent, Merger Sub and any of their respective controlled Affiliates: an in-group licence builds no offset. Only patents licensed, or first made usable, after the CVR agreement's own date count as Necessary IP. The one term here running the holders' way.INTERPRETATION
AnnouncedFACT
“(a) $1.00 per share ... (b) $0.50 per share ... (c) $1.00 per share”. No offset stated.
Form, unsigned (Annex III)Form, unsigned (Annex III)
$1.00 minus any Milestone Offset Amount; likewise $0.50 minus any Milestone Offset Amount. “Milestone Offset Amount” means an amount equal to (a) fifty percent (50%) of any payments that Parent or any of its Affiliates or their respective successors or permitted assigns makes or is obligated to make to a Third Party to the extent allocable to an applicable CVR Product in exchange for any license to, or other right to use or practice, any Necessary IP ... “Third Party” means any Person other than the Company, Parent, Merger Sub, or any of their respective controlled Affiliates. “Necessary IP” means any Patent that (a) after the date hereof, is subsequently licensed by the Company, Parent or any of their respective controlled Affiliates, or to which the Company, Parent or any of their respective controlled Affiliates otherwise first receive a right to use or practice ...
§1.1; §1.1 Milestone Offset Amount; §1.1 Necessary IP; §1.1 Third Party, p. 3, 6, 7; 4; 5; 7
Annex III to EX-2.1, form, undated; merger agreement 15 Jul 2026
Since signingFACT
No amendment filed.
CVR milestones re-read in the Q2 10-Q and unchanged: VLS-01 Phase 3 initiation, US or foreign equivalent per the Phase 3 definition; US approval + DEA rescheduling of BPL-003; US approval of VLS-01; VLS-01 approval milestone also conditional on DEA rescheduling.
AtaiBeckley Form 10-Q for the quarter ended 30 June 2026, 11 Aug 2026
closing 8-K Item 2.01 repeats 'up to' wording and names Computershare as Rights Agent; it attaches no CVR agreement.
Signed copy not filed; reporting suspended. Form 15-12G filed to deregister and suspend the reporting duty, so the executed CVR agreement is now unlikely ever to be filed by the target; Lilly filed no 8-K in September 2026.
Form 15-12G, suspension of the duty to file reports, 21 Sep 2026
Lilly's Q3 2026 10-Q discloses no CVR term and files no CVR agreement as an exhibit.
Eli Lilly and Company Form 10-Q for the quarter ended 30 September 2026, 29 Oct 2026
No later filing recorded. Last checked 5 Nov 2026.
Phase 3 outside the USdiffers“initiation of a Phase 3 clinical trial of VLS-01”...“Phase 3 Clinical Trial” means a human clinical trial of a...§1.1
Our readPhase 3 Clinical Trial defined by reference to 'the FDA or equivalent Regulatory Authority' and 21 C.F.R. § 312.21(c) 'or foreign equivalents', no US-only limit.INTERPRETATION
AnnouncedFACT
“initiation of a Phase 3 clinical trial of VLS-01”. Jurisdiction not stated.
Form, unsigned (Annex III)Form, unsigned (Annex III)
“Phase 3 Clinical Trial” means a human clinical trial of a product that is designed to demonstrate that such product is safe and effective for an indication and is intended to form the basis for Regulatory Approval by the FDA or equivalent Regulatory Authority and that meets the definition of a Phase 3 clinical trial as described in 21 C.F.R. § 312.21(c), or its successor regulation thereto or foreign equivalents.
§1.1, p. 5
Annex III to EX-2.1, form, undated; merger agreement 15 Jul 2026
Since signingFACT
No amendment filed.
CVR milestones re-read in the Q2 10-Q and unchanged: VLS-01 Phase 3 initiation, US or foreign equivalent per the Phase 3 definition; US approval + DEA rescheduling of BPL-003; US approval of VLS-01; VLS-01 approval milestone also conditional on DEA rescheduling.
AtaiBeckley Form 10-Q for the quarter ended 30 June 2026, 11 Aug 2026
closing 8-K Item 2.01 repeats 'up to' wording and names Computershare as Rights Agent; it attaches no CVR agreement.
Signed copy not filed; reporting suspended. Form 15-12G filed to deregister and suspend the reporting duty, so the executed CVR agreement is now unlikely ever to be filed by the target; Lilly filed no 8-K in September 2026.
Form 15-12G, suspension of the duty to file reports, 21 Sep 2026
Lilly's Q3 2026 10-Q discloses no CVR term and files no CVR agreement as an exhibit.
Eli Lilly and Company Form 10-Q for the quarter ended 30 September 2026, 29 Oct 2026
No later filing recorded. Last checked 5 Nov 2026.
InitiationdiffersNot defined.“Initiation” means, with respect to a clinical trial of a...§1.1
Our readrelease does not define it; agreement defines Initiation as first dosing of the first patient.INTERPRETATION
Form, unsigned (Annex III)Form, unsigned (Annex III)
“Initiation” means, with respect to a clinical trial of a product, the first dosing of such product in the first patient in such clinical trial.
§1.1, p. 3
Annex III to EX-2.1, form, undated; merger agreement 15 Jul 2026
Since signingFACT
No amendment filed.
CVR milestones re-read in the Q2 10-Q and unchanged: VLS-01 Phase 3 initiation, US or foreign equivalent per the Phase 3 definition; US approval + DEA rescheduling of BPL-003; US approval of VLS-01; VLS-01 approval milestone also conditional on DEA rescheduling.
AtaiBeckley Form 10-Q for the quarter ended 30 June 2026, 11 Aug 2026
closing 8-K Item 2.01 repeats 'up to' wording and names Computershare as Rights Agent; it attaches no CVR agreement.
Signed copy not filed; reporting suspended. Form 15-12G filed to deregister and suspend the reporting duty, so the executed CVR agreement is now unlikely ever to be filed by the target; Lilly filed no 8-K in September 2026.
Form 15-12G, suspension of the duty to file reports, 21 Sep 2026
Lilly's Q3 2026 10-Q discloses no CVR term and files no CVR agreement as an exhibit.
Eli Lilly and Company Form 10-Q for the quarter ended 30 September 2026, 29 Oct 2026
No later filing recorded. Last checked 5 Nov 2026.
IndicationdiffersNot stated.“Qualifying Indication” means an indication for the...§1.1
Our readrelease names no indication; agreement limits the trigger to MDD, TRD or GAD.INTERPRETATION
Form, unsigned (Annex III)Form, unsigned (Annex III)
“Qualifying Indication” means an indication for the treatment of major depressive disorder (“MDD”), treatment-resistant depression (“TRD”) or generalized anxiety disorder (“GAD”).
§1.1, p. 5
Annex III to EX-2.1, form, undated; merger agreement 15 Jul 2026
Since signingFACT
No amendment filed.
CVR milestones re-read in the Q2 10-Q and unchanged: VLS-01 Phase 3 initiation, US or foreign equivalent per the Phase 3 definition; US approval + DEA rescheduling of BPL-003; US approval of VLS-01; VLS-01 approval milestone also conditional on DEA rescheduling.
AtaiBeckley Form 10-Q for the quarter ended 30 June 2026, 11 Aug 2026
closing 8-K Item 2.01 repeats 'up to' wording and names Computershare as Rights Agent; it attaches no CVR agreement.
Signed copy not filed; reporting suspended. Form 15-12G filed to deregister and suspend the reporting duty, so the executed CVR agreement is now unlikely ever to be filed by the target; Lilly filed no 8-K in September 2026.
Form 15-12G, suspension of the duty to file reports, 21 Sep 2026
Lilly's Q3 2026 10-Q discloses no CVR term and files no CVR agreement as an exhibit.
Eli Lilly and Company Form 10-Q for the quarter ended 30 September 2026, 29 Oct 2026
No later filing recorded. Last checked 5 Nov 2026.
BPL-003 reschedulingdiffers“DEA rescheduling of BPL-003”the issuance of an interim final rule, final rule, order or...§1.1 Second Milestone
Our readrelease 'DEA rescheduling of BPL-003'; agreement requires rescheduling of 'FDA-approved mebufotenin benzoate nasal spray' from schedule I to II-V and that it enables prescribing of the approved product.INTERPRETATION
Form, unsigned (Annex III)Form, unsigned (Annex III)
the issuance of an interim final rule, final rule, order or other similar agency determination by the U.S. Drug Enforcement Agency (the “DEA”) having the effect of rescheduling FDA-approved mebufotenin benzoate nasal spray from schedule I to schedules II, III, IV or V (the “BPL Scheduling”); provided, for clarity, that the BPL Scheduling enables the prescribing of such FDA-approved Second CVR Product as a schedule II, III, IV, or V product.
§1.1 Second Milestone, p. 6
Annex III to EX-2.1, form, undated; merger agreement 15 Jul 2026
Since signingFACT
No amendment filed.
CVR milestones re-read in the Q2 10-Q and unchanged: VLS-01 Phase 3 initiation, US or foreign equivalent per the Phase 3 definition; US approval + DEA rescheduling of BPL-003; US approval of VLS-01; VLS-01 approval milestone also conditional on DEA rescheduling.
AtaiBeckley Form 10-Q for the quarter ended 30 June 2026, 11 Aug 2026
closing 8-K Item 2.01 repeats 'up to' wording and names Computershare as Rights Agent; it attaches no CVR agreement.
Signed copy not filed; reporting suspended. Form 15-12G filed to deregister and suspend the reporting duty, so the executed CVR agreement is now unlikely ever to be filed by the target; Lilly filed no 8-K in September 2026.
Form 15-12G, suspension of the duty to file reports, 21 Sep 2026
Lilly's Q3 2026 10-Q discloses no CVR term and files no CVR agreement as an exhibit.
Eli Lilly and Company Form 10-Q for the quarter ended 30 September 2026, 29 Oct 2026
No later filing recorded. Last checked 5 Nov 2026.
VLS-01 reschedulingdiffers“DEA rescheduling of VLS-01”the issuance of an interim final rule, final rule, order...§1.1 Third Milestone
Our readrelease 'DEA rescheduling of VLS-01'; agreement requires rescheduling of 'FDA-approved N,N-Dimethyltryptamine (DMT)', a substance, not the product, plus the prescribing proviso.INTERPRETATION
Form, unsigned (Annex III)Form, unsigned (Annex III)
the issuance of an interim final rule, final rule, order, or other similar agency determination by the DEA rescheduling FDA-approved N,N-Dimethyltryptamine (DMT) from schedule I to schedule II, III, IV or V (the “VLS Scheduling”); provided, for clarity, that the VLS Scheduling enables the prescribing of such FDA-approved First CVR Product as a schedule II, III, IV, or V product.
§1.1 Third Milestone, p. 6
Annex III to EX-2.1, form, undated; merger agreement 15 Jul 2026
Since signingFACT
No amendment filed.
CVR milestones re-read in the Q2 10-Q and unchanged: VLS-01 Phase 3 initiation, US or foreign equivalent per the Phase 3 definition; US approval + DEA rescheduling of BPL-003; US approval of VLS-01; VLS-01 approval milestone also conditional on DEA rescheduling.
AtaiBeckley Form 10-Q for the quarter ended 30 June 2026, 11 Aug 2026
closing 8-K Item 2.01 repeats 'up to' wording and names Computershare as Rights Agent; it attaches no CVR agreement.
Signed copy not filed; reporting suspended. Form 15-12G filed to deregister and suspend the reporting duty, so the executed CVR agreement is now unlikely ever to be filed by the target; Lilly filed no 8-K in September 2026.
Form 15-12G, suspension of the duty to file reports, 21 Sep 2026
Lilly's Q3 2026 10-Q discloses no CVR term and files no CVR agreement as an exhibit.
Eli Lilly and Company Form 10-Q for the quarter ended 30 September 2026, 29 Oct 2026
No later filing recorded. Last checked 5 Nov 2026.
Regulatory Approvaldiffers“U.S. regulatory approval”“Regulatory Approval” means, with respect to a particular...§1.1
Our readrelease 'U.S. regulatory approval'; agreement's Regulatory Approval includes pricing and reimbursement approvals necessary for commercial sale (in the US it includes NDA or BLA approval).INTERPRETATION
Form, unsigned (Annex III)Form, unsigned (Annex III)
“Regulatory Approval” means, with respect to a particular country or other regulatory jurisdiction, the approvals from the necessary Regulatory Authority to import, export, market, promote, distribute, and sell a pharmaceutical or biologic product in such country or region, including pricing approvals and reimbursement approvals that are necessary for the commercial sale of a pharmaceutical or biologic product in a given country or regulatory jurisdiction.
§1.1, p. 5
Annex III to EX-2.1, form, undated; merger agreement 15 Jul 2026
Since signingFACT
No amendment filed.
CVR milestones re-read in the Q2 10-Q and unchanged: VLS-01 Phase 3 initiation, US or foreign equivalent per the Phase 3 definition; US approval + DEA rescheduling of BPL-003; US approval of VLS-01; VLS-01 approval milestone also conditional on DEA rescheduling.
AtaiBeckley Form 10-Q for the quarter ended 30 June 2026, 11 Aug 2026
closing 8-K Item 2.01 repeats 'up to' wording and names Computershare as Rights Agent; it attaches no CVR agreement.
Signed copy not filed; reporting suspended. Form 15-12G filed to deregister and suspend the reporting duty, so the executed CVR agreement is now unlikely ever to be filed by the target; Lilly filed no 8-K in September 2026.
Form 15-12G, suspension of the duty to file reports, 21 Sep 2026
Lilly's Q3 2026 10-Q discloses no CVR term and files no CVR agreement as an exhibit.
Eli Lilly and Company Form 10-Q for the quarter ended 30 September 2026, 29 Oct 2026
No later filing recorded. Last checked 5 Nov 2026.
Product scopediffers“related to the BPL-003 and VLS-01 programs”“First CVR Product” means the pharmaceutical product...§1.1
Our readrelease says VLS-01; agreement fixes the oral transmucosal film formulation as it exists at the agreement date plus Insubstantial Changes. BPL-003: fixed intranasal formulation as of the agreement date plus Insubstantial Changes; release silent.INTERPRETATION
Form, unsigned (Annex III)Form, unsigned (Annex III)
“First CVR Product” means the pharmaceutical product candidate known as “VLS-01” controlled by the Company that consists of the Company’s investigational proprietary oral transmucosal film formulation of N,N-Dimethyltryptamine (DMT), as such pharmaceutical product candidate exists as of the date of this Agreement, together with any Insubstantial Changes thereto. “Second CVR Product” means the pharmaceutical product candidate known as “BPL-003” controlled by the Company that consists of the Company’s investigational proprietary intranasal formulation of mebufotenin benzoate, as such pharmaceutical product candidate exists as of the date of this Agreement, together with any Insubstantial Changes thereto.
§1.1, p. 3; 6
Annex III to EX-2.1, form, undated; merger agreement 15 Jul 2026
Since signingFACT
No amendment filed.
CVR milestones re-read in the Q2 10-Q and unchanged: VLS-01 Phase 3 initiation, US or foreign equivalent per the Phase 3 definition; US approval + DEA rescheduling of BPL-003; US approval of VLS-01; VLS-01 approval milestone also conditional on DEA rescheduling.
AtaiBeckley Form 10-Q for the quarter ended 30 June 2026, 11 Aug 2026
closing 8-K Item 2.01 repeats 'up to' wording and names Computershare as Rights Agent; it attaches no CVR agreement.
Signed copy not filed; reporting suspended. Form 15-12G filed to deregister and suspend the reporting duty, so the executed CVR agreement is now unlikely ever to be filed by the target; Lilly filed no 8-K in September 2026.
Form 15-12G, suspension of the duty to file reports, 21 Sep 2026
Lilly's Q3 2026 10-Q discloses no CVR term and files no CVR agreement as an exhibit.
Eli Lilly and Company Form 10-Q for the quarter ended 30 September 2026, 29 Oct 2026
No later filing recorded. Last checked 5 Nov 2026.
Early terminationdiffersNot stated.This Agreement will automatically terminate ... upon the...§6.8
Our readby Parent and the Acting Holders, who are holders of at least 25% of CVRs.INTERPRETATION
Form, unsigned (Annex III)Form, unsigned (Annex III)
This Agreement will automatically terminate ... upon the earliest to occur of ... (c) the delivery of a written notice of termination duly executed by Parent and the Acting Holders.
§6.8, p. 24
Annex III to EX-2.1, form, undated; merger agreement 15 Jul 2026
Since signingFACT
No amendment filed.
CVR milestones re-read in the Q2 10-Q and unchanged: VLS-01 Phase 3 initiation, US or foreign equivalent per the Phase 3 definition; US approval + DEA rescheduling of BPL-003; US approval of VLS-01; VLS-01 approval milestone also conditional on DEA rescheduling.
AtaiBeckley Form 10-Q for the quarter ended 30 June 2026, 11 Aug 2026
closing 8-K Item 2.01 repeats 'up to' wording and names Computershare as Rights Agent; it attaches no CVR agreement.
Signed copy not filed; reporting suspended. Form 15-12G filed to deregister and suspend the reporting duty, so the executed CVR agreement is now unlikely ever to be filed by the target; Lilly filed no 8-K in September 2026.
Form 15-12G, suspension of the duty to file reports, 21 Sep 2026
Lilly's Q3 2026 10-Q discloses no CVR term and files no CVR agreement as an exhibit.
Eli Lilly and Company Form 10-Q for the quarter ended 30 September 2026, 29 Oct 2026
No later filing recorded. Last checked 5 Nov 2026.
First Milestone time limit“prior to the fourth anniversary of closing”“First Milestone Expiration” means the date that is the 4th...§1.1
Our readtime limit: consistent (4th anniversary).INTERPRETATION
Form, unsigned (Annex III)Form, unsigned (Annex III)
“First Milestone Expiration” means the date that is the 4th anniversary of the Closing Date.
§1.1, p. 3-7
Annex III to EX-2.1, form, undated; merger agreement 15 Jul 2026
Since signingFACT
No amendment filed.
CVR milestones re-read in the Q2 10-Q and unchanged: VLS-01 Phase 3 initiation, US or foreign equivalent per the Phase 3 definition; US approval + DEA rescheduling of BPL-003; US approval of VLS-01; VLS-01 approval milestone also conditional on DEA rescheduling.
AtaiBeckley Form 10-Q for the quarter ended 30 June 2026, 11 Aug 2026
closing 8-K Item 2.01 repeats 'up to' wording and names Computershare as Rights Agent; it attaches no CVR agreement.
Signed copy not filed; reporting suspended. Form 15-12G filed to deregister and suspend the reporting duty, so the executed CVR agreement is now unlikely ever to be filed by the target; Lilly filed no 8-K in September 2026.
Form 15-12G, suspension of the duty to file reports, 21 Sep 2026
Lilly's Q3 2026 10-Q discloses no CVR term and files no CVR agreement as an exhibit.
Eli Lilly and Company Form 10-Q for the quarter ended 30 September 2026, 29 Oct 2026
No later filing recorded. Last checked 5 Nov 2026.
Second Milestone time limit“prior to the fifth anniversary of closing”“Second Milestone Expiration” means the date that is the...§1.1
Our readtime limit: consistent (5th anniversary).INTERPRETATION
Form, unsigned (Annex III)Form, unsigned (Annex III)
“Second Milestone Expiration” means the date that is the 5th anniversary of the Closing Date.
§1.1, p. 5-6
Annex III to EX-2.1, form, undated; merger agreement 15 Jul 2026
Since signingFACT
No amendment filed.
CVR milestones re-read in the Q2 10-Q and unchanged: VLS-01 Phase 3 initiation, US or foreign equivalent per the Phase 3 definition; US approval + DEA rescheduling of BPL-003; US approval of VLS-01; VLS-01 approval milestone also conditional on DEA rescheduling.
AtaiBeckley Form 10-Q for the quarter ended 30 June 2026, 11 Aug 2026
closing 8-K Item 2.01 repeats 'up to' wording and names Computershare as Rights Agent; it attaches no CVR agreement.
Signed copy not filed; reporting suspended. Form 15-12G filed to deregister and suspend the reporting duty, so the executed CVR agreement is now unlikely ever to be filed by the target; Lilly filed no 8-K in September 2026.
Form 15-12G, suspension of the duty to file reports, 21 Sep 2026
Lilly's Q3 2026 10-Q discloses no CVR term and files no CVR agreement as an exhibit.
Eli Lilly and Company Form 10-Q for the quarter ended 30 September 2026, 29 Oct 2026
No later filing recorded. Last checked 5 Nov 2026.
Third Milestone time limit“prior to the seventh anniversary of closing”“Third Milestone Expiration” means the date that is the 7th...§1.1
Our readtime limit: consistent (7th anniversary). Negotiation history: 6th anniversary in Lilly's June 11 and June 17 proposals and the June 26 Ropes draft (DEFM14A pp. 30-33).INTERPRETATION
Form, unsigned (Annex III)Form, unsigned (Annex III)
“Third Milestone Expiration” means the date that is the 7th anniversary of the Closing Date.
§1.1, p. 6-7
Annex III to EX-2.1, form, undated; merger agreement 15 Jul 2026
Since signingFACT
No amendment filed.
CVR milestones re-read in the Q2 10-Q and unchanged: VLS-01 Phase 3 initiation, US or foreign equivalent per the Phase 3 definition; US approval + DEA rescheduling of BPL-003; US approval of VLS-01; VLS-01 approval milestone also conditional on DEA rescheduling.
AtaiBeckley Form 10-Q for the quarter ended 30 June 2026, 11 Aug 2026
closing 8-K Item 2.01 repeats 'up to' wording and names Computershare as Rights Agent; it attaches no CVR agreement.
Signed copy not filed; reporting suspended. Form 15-12G filed to deregister and suspend the reporting duty, so the executed CVR agreement is now unlikely ever to be filed by the target; Lilly filed no 8-K in September 2026.
Form 15-12G, suspension of the duty to file reports, 21 Sep 2026
Lilly's Q3 2026 10-Q discloses no CVR term and files no CVR agreement as an exhibit.
Eli Lilly and Company Form 10-Q for the quarter ended 30 September 2026, 29 Oct 2026
No later filing recorded. Last checked 5 Nov 2026.
Maximum CVR value“plus up to $2.50 per share in the form of a Contingent...the maximum aggregate potential amount payable under this...§4.2
Our readone CVR per share representing the right to receive up to $2.50 in cash per CVR.INTERPRETATION
AnnouncedFACT
“plus up to $2.50 per share in the form of a Contingent Value Right (CVR)”
Form, unsigned (Annex III)Form, unsigned (Annex III)
the maximum aggregate potential amount payable under this Agreement per CVR shall be $1.00 with respect to the First Milestone, $0.50 with respect to the Second Milestone, and $1.00 with respect to the Third Milestone.
§4.2, p. 17
Annex III to EX-2.1, form, undated; merger agreement 15 Jul 2026
Since signingFACT
No amendment filed.
CVR milestones re-read in the Q2 10-Q and unchanged: VLS-01 Phase 3 initiation, US or foreign equivalent per the Phase 3 definition; US approval + DEA rescheduling of BPL-003; US approval of VLS-01; VLS-01 approval milestone also conditional on DEA rescheduling.
AtaiBeckley Form 10-Q for the quarter ended 30 June 2026, 11 Aug 2026
closing 8-K Item 2.01 repeats 'up to' wording and names Computershare as Rights Agent; it attaches no CVR agreement.
Signed copy not filed; reporting suspended. Form 15-12G filed to deregister and suspend the reporting duty, so the executed CVR agreement is now unlikely ever to be filed by the target; Lilly filed no 8-K in September 2026.
Form 15-12G, suspension of the duty to file reports, 21 Sep 2026
Lilly's Q3 2026 10-Q discloses no CVR term and files no CVR agreement as an exhibit.
Eli Lilly and Company Form 10-Q for the quarter ended 30 September 2026, 29 Oct 2026
No later filing recorded. Last checked 5 Nov 2026.
Last checked 5 Nov 2026
Not yet reconciled
Not yet reconciled. Announced 27 Mar 2026. Agreement: not on record.
Last checked 22 Sep 2026
Not yet reconciled
Not yet reconciled. Announced 21 Sep 2025. Agreement: not on record.
Last checked 5 Nov 2026
Not yet reconciled
Not yet reconciled. Announced 25 Aug 2025. Agreement: not on record.
Last checked 2 Nov 2026
Reconciled in Exhibit 02.
Last checked 2 Nov 2026
Not yet reconciled
Not yet reconciled. Announced 13 May 2024. Agreement: not on record.
Last checked 17 Sep 2026
This is one public deal reconciled. We do the same for the deal on your desk.