SEC Form 4 · accession 0001140361-26-036382
AtaiBeckley Inc. · ATAI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Amir H Kalali
Director
Period of report
Sep 11, 2026
Accepted (ET)
Sep 11, 2026 · 5:44 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002081043
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Sep 11, 2026 | D | 4,666 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF3 | $3.84 | Sep 11, 2026 | D | 64,000 | D | — | May 25, 2032 | Common Stock | 64,000 | 0 | D |
| Stock OptionF3 | $1.88 | Sep 11, 2026 | D | 64,000 | D | — | May 23, 2033 | Common Stock | 64,000 | 0 | D |
| Stock OptionF3 | $1.34 | Sep 11, 2026 | D | 103,000 | D | — | Jun 13, 2034 | Common Stock | 103,000 | 0 | D |
| Stock OptionF3 | $2.25 | Sep 11, 2026 | D | 103,000 | D | — | Jun 26, 2035 | Common Stock | 103,000 | 0 | D |
| Stock OptionF3 | $4.50 | Sep 11, 2026 | D | 121,968 | D | — | Jun 4, 2036 | Common Stock | 121,968 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger dated as of July 15, 2026, by and among AtaiBeckley Inc. (the "Company"), Eli Lilly and Company, an Indiana corporation ("Parent"), and Albali Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary of Parent ("Merger Sub"), on September 11, 2026, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent.
- F2At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, converted into the right to receive (i) $6.75 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, if any, of specified clinical and regulatory milestones, less any applicable tax withholding.
- F3At the Effective Time, each outstanding stock option of the Company, subject to certain exceptions, was automatically cancelled and converted into the right to receive (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 stock option immediately prior to the Effective Time multiplied by (2) the excess of $6.75 over the applicable exercise price per share under such stock option and (B) one CVR for each share subject to such stock option immediately prior to the Effective Time (without regard to vesting).