AtaiBeckley sets Sept. 8 vote on $6.75-a-share Eli Lilly buyout

What happened

AtaiBeckley Inc. filed a definitive proxy statement with the SEC on August 10, 2026, ahead of a special meeting of stockholders on September 8, 2026, at 11:00 a.m. Eastern Time. The meeting will be held as a live interactive webcast at www.virtualshareholdermeeting.com/ATAI2026SM.

Stockholders will vote on a proposal to adopt the Agreement and Plan of Merger dated July 15, 2026, among Eli Lilly and Company, Albali Acquisition Corporation (a wholly owned Lilly subsidiary) and AtaiBeckley. Under the deal, Albali Acquisition would merge into AtaiBeckley, and AtaiBeckley would survive as a wholly owned subsidiary of Lilly.

AtaiBeckley's board recommends voting "FOR" adoption of the merger agreement and "FOR" any adjournment needed to solicit additional proxies. Shares outstanding as of the close of business on August 7, 2026 are entitled to vote. The company's stock closed at $7.35 on the filing date, up 0.82% from the prior close of $7.29.

AtaiBeckley is a pharmaceutical company. The proxy is filed from the address of atai Life Sciences US, Inc. at 250 West 34th Street, New York, with a board notice signed in Encinitas, California by co-founder and CEO Srinivas Rao.

What holders would receive

If the merger closes, each share of AtaiBeckley common stock would convert into $6.75 in cash, without interest and less applicable tax withholdings, plus one contingent value right, or CVR.

Each CVR carries the right to receive up to an aggregate of $2.50 in cash per CVR if specified clinical and regulatory milestones are achieved. The proxy states the milestones are clinical and regulatory, but the excerpt provided does not list them; the full proxy statement describes them.

The $6.75 cash component represents a premium of approximately 40% to the 30-day volume-weighted average trading price of AtaiBeckley common stock through July 15, 2026, according to the proxy.

Stockholders who do not vote in favor of adoption may instead seek appraisal of the "fair value" of their shares under Section 262 of the Delaware General Corporation Law. To do so, a holder must properly demand appraisal before the vote on the merger agreement and meet the other requirements of the statute.

What this means

A proxy statement is the document a public company must send stockholders before a vote. It satisfies the SEC's Schedule 14A rules under Section 14(a) of the Securities Exchange Act of 1934, which govern how shareholders are solicited for their votes. A "DEFM14A" is the definitive version — the final document that gets mailed, as opposed to the earlier preliminary draft, which the SEC reviews and which is marked "PRE."

The proxy is the ordinary procedural step that turns a signed merger agreement into a vote. The merger agreement itself was signed July 15, 2026, roughly four weeks before this filing. The proxy does not announce a new deal; it describes the existing one, explains the board's reasoning, and sets the date on which shareholders decide.

A contingent value right is a separate, tradable security that pays only if future events happen. Here, the events are clinical and regulatory milestones that the proxy says are specified elsewhere in the document. There are two prices in this deal for that reason: the $6.75 in cash is certain if the merger closes, and the CVR's $2.50 is not. A holder who receives a CVR does not automatically get $2.50; it pays only upon achievement of the milestones, and may pay nothing.

The special meeting is virtual and requires the control number on each holder's proxy card. Holders who hold through a bank, broker or other nominee — "street name" holders — do not vote directly; they must give voting instructions to their nominee, or obtain a legal proxy to vote at the meeting themselves. The proxy warns that shares not voted at all will count as shares present for quorum purposes only in the manner described, and will have the same effect as a vote against adoption of the merger agreement.

What happens next is set out in the filing: the special meeting occurs September 8, 2026, and if holders adopt the agreement and the other conditions are met, the merger closes and shares convert into the cash plus CVR consideration. The proxy excerpt provided does not state a separate expected closing date.